UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended
December 31, 2008
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission file
number 001-31909
ASPEN INSURANCE HOLDINGS
LIMITED
(Exact name of registrant as
specified in its charter)
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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 Number)
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Maxwell Roberts Building
1 Church Street
Hamilton, Bermuda
(Address of principal
executive offices)
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HM 11
(Zip Code)
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Registrants telephone number, including area code:
(441) 295-8201
Securities registered pursuant to Section 12(b) of the
Exchange Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Ordinary Shares, 0.15144558¢ par value
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New York Stock Exchange, Inc.
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5.625% Perpetual Preferred Income Equity
Replacement Securities
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New York Stock Exchange, Inc.
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7.401% Perpetual Non-Cumulative Preference Shares
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New York Stock Exchange, Inc.
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Securities registered pursuant to Section 12(g) of the
Exchange Act: None.
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Exchange
Act. Yes
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No
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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes
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No
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Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the preceding 12 months (or for
such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past
90 days. Yes
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No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of the registrants knowledge, in the definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K.
þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer or a non-accelerated
filer (as defined in
Rule 12b-2
of the Exchange Act).
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Large accelerated
filer
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Accelerated
filer
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Non-accelerated
filer
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes
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No
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The aggregate market value of the ordinary shares held by
non-affiliates of the registrant, as of June 30, 2008, was
approximately $1.9 billion based on the closing price of
the ordinary shares on the New York Stock Exchange on that date,
assuming solely for the purpose of this calculation that all
directors and employees of the registrant were
affiliates. The determination of affiliate status is
not necessarily a conclusive determination for other purposes
and such status may have changed since June 30, 2008.
As of February 1, 2009, 81,530,686 ordinary shares were
outstanding.
ASPEN
INSURANCE HOLDINGS LIMITED
INDEX TO
FORM 10-K
TABLE OF CONTENTS
1
Unless the context otherwise requires, references in this
Annual Report to the Company,, we,
us or our refer to Aspen Insurance
Holdings Limited (Aspen Holdings) or Aspen Holdings
and its wholly-owned subsidiaries Aspen Insurance UK Limited
(Aspen U.K.), Aspen (UK) Holdings Limited
(Aspen U.K. Holdings), Aspen Insurance UK Services
Limited (Aspen UK Services), AIUK Trustees Limited
(AIUK Trustees), Aspen Insurance Limited
(Aspen Bermuda), Aspen Underwriting Limited
(AUL, corporate member of Lloyds Syndicate
4711, Syndicate 4711), Aspen Managing Agency Limited
(AMAL), Aspen U.S. Holdings, Inc. (Aspen
U.S. Holdings), Aspen Specialty Insurance Company
(Aspen Specialty), Aspen Specialty Insurance
Management Inc. (Aspen Management), Aspen Re
America, Inc. (Aspen Re America), Aspen Insurance
U.S. Services Inc. (Aspen U.S. Services),
Aspen Re America California, LLC (ARA
CA), Aspen Specialty Insurance Solutions LLC
(ASIS), Aspen Re America Risk Solutions LLC
(Aspen Solutions) and any other direct or indirect
subsidiary collectively, as the context requires. Aspen U.K.,
Aspen Bermuda, Aspen Specialty and AUL, as corporate member of
Syndicate 4711, are each referred to herein as an
Insurance Subsidiary, and collectively referred to
as the Insurance Subsidiaries. References in this
report to U.S. Dollars, dollars,
$ or ¢ are to the lawful currency
of the United States of America, references to British
Pounds, pounds or £ are to
the lawful currency of the United Kingdom, and references to
euros or are to the lawful
currency adopted by certain member states of the European Union
(the E.U.), unless the context otherwise
requires.
Forward-Looking
Statements
This
Form 10-K
contains, and the Company may from time to time make other
verbal or written, forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended
(the Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange
Act) that involve risks and uncertainties, including
statements regarding our capital needs, business strategy,
expectations and intentions. Statements that use the terms
believe, do not believe,
anticipate, expect, plan,
estimate, project, seek,
will, may, aim,
continue, intend, guidance
and similar expressions are intended to identify forward-looking
statements. These statements reflect our current views with
respect to future events and because our business is subject to
numerous risks, uncertainties and other factors, our actual
results could differ materially from those anticipated in the
forward-looking statements, including those set forth below
under Item 1, Business, Part II,
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations and
elsewhere in this report and the differences could be
significant. The risks, uncertainties and other factors set
forth below and under Item 1A, Risk Factors and
other cautionary statements made in this report should be read
and understood as being applicable to all related
forward-looking statements wherever they appear in this report.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in these statements. We believe
that these factors include, but are not limited to, those set
forth under Risk Factors in Item 1A, and the
following:
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the continuing and uncertain impact of the current depressed
credit environment, the banking crises and economic recessions
in many of the countries in which we operate and of the measures
being taken by governments to counter these issues;
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the risk of a material decline in the value or liquidity of all
or parts of our investment portfolio;
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changes in insurance and reinsurance market conditions;
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changes in our ability to exercise capital management
initiatives or to arrange banking facilities as a result of
prevailing market changes or changes in our financial position;
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our ability to execute our business plan to enter new markets,
introduce new products and develop new distribution channels,
including their integration into our existing operations;
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increased counterparty risk due to the impairment of financial
institutions;
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changes in the total industry losses, or our share of total
industry losses, resulting from past events such as Hurricanes
Ike and Gustav and, with respect to such events, our reliance on
loss reports received from cedants and loss adjustors, our
reliance on industry loss estimates and those generated by
modeling techniques, changes in rulings on flood damage or other
exclusions as a result of prevailing lawsuits and case law, any
changes in our reinsurers credit quality and the amount
and timing of reinsurance recoverables;
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the impact of acts of terrorism and related legislation and acts
of war;
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the possibility of greater frequency or severity of claims and
loss activity, including as a result of natural or man-made
catastrophic events, than our underwriting, reserving,
reinsurance purchasing or investment practices have anticipated;
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evolving interpretive issues with respect to coverage after
major loss events;
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the level of inflation in repair costs due to limited
availability of labor and materials after catastrophes;
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the effectiveness of our loss limitation methods;
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changes in the availability, cost or quality of reinsurance or
retrocessional coverage;
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the reliability of, and changes in assumptions to, catastrophe
pricing, accumulation and estimated loss models;
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loss of key personnel;
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a decline in our operating subsidiaries ratings with
Standard & Poors (S&P), A.M.
Best or Moodys Investors Service
(Moodys);
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changes in general economic conditions, including inflation,
foreign currency exchange rates, interest rates and other
factors that could affect our investment portfolio;
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increased competition on the basis of pricing, capacity,
coverage terms or other factors and the related demand and
supply dynamics as contracts come up for renewal;
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decreased demand for our insurance or reinsurance products and
cyclical changes in the insurance and reinsurance sectors;
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changes in government regulations or tax laws in jurisdictions
where we conduct business; and
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Aspen Holdings or Aspen Bermuda becoming subject to income taxes
in the United States or the United Kingdom.
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In addition, any estimates relating to loss events involve the
exercise of considerable judgment and reflect a combination of
ground-up
evaluations, information available to date from brokers and
cedants, market intelligence, initial tentative loss reports and
other sources. Due to the complexity of factors contributing to
losses and the preliminary nature of the information used to
prepare estimates, there can be no assurance that our ultimate
losses will remain within stated amounts.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with
the other cautionary statements that are included in this
report. We undertake no obligation to publicly update or review
any forward-looking statement, whether as a result of new
information, future developments or otherwise or disclose any
difference between our actual results and those reflected in
such statements.
If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be
incorrect, actual results may vary materially from what we
projected. Any forward-looking statements you read in this
report reflect our current views with respect to future events
and are subject to these and other risks, uncertainties and
assumptions relating to our operations, results of operations,
growth strategy and liquidity. All subsequent written and oral
forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety
by the points made above. You should specifically consider the
factors identified in this report which could cause actual
results to differ before making an investment decision.
3
PART I
General
We are a Bermuda holding company, incorporated on May 23,
2002, and now conduct insurance and reinsurance business through
our wholly-owned subsidiaries in three major jurisdictions:
Aspen U.K. and AUL, corporate member of Syndicate 4711 at
Lloyds of London (United Kingdom), Aspen Bermuda (Bermuda)
and Aspen Specialty (United States). Aspen U.K. also has
branches in Paris, France, Zurich, Switzerland, Dublin, Ireland,
Singapore, Australia and Canada. We operate in the global
markets for property and casualty insurance and reinsurance.
For the year ended December 31, 2008, we wrote
$2,001.7 million in gross premiums and at December 31,
2008 we had total capital employed, including long-term debt, of
$3,028.6 million.
Our corporate structure as at February 13, 2009 was as
follows:
4
We manage our business in four segments: property reinsurance,
casualty reinsurance, international insurance and
U.S. insurance.
Property reinsurance business is assumed by Aspen Bermuda and
Aspen U.K. and written by teams located in Bermuda, London,
Paris, Singapore, the U.S. and Zurich. The business written
in the U.S is written exclusively by Aspen Re America and ARA-CA
as reinsurance intermediaries with offices in Connecticut,
Illinois, New York, Georgia and California. Aspen U.K. started
writing credit and surety reinsurance out of our Zurich branch,
for business incepting on or after January 1, 2009.
Casualty reinsurance is mainly assumed by Aspen U.K. and written
by teams located in London, Zurich and the U.S. A small
number of casualty reinsurance contracts are written by Aspen
Bermuda. The business written in the U.S. is produced by
Aspen Re America in its Connecticut office.
Our international insurance business is written primarily in the
London Market through Aspen U.K. and AUL which is the sole
corporate member of Syndicate 4711 at Lloyds of London
(Lloyds), managed by AMAL. Excess casualty
insurance is written by the Dublin branch of Aspen U.K.
Beginning in 2009, we will also commence writing excess casualty
insurance business out of Aspen Bermuda.
In the U.S., we write property and casualty insurance,
predominantly through the U.S. wholesale surplus lines
broker network. In 2008, substantially all the excess and
surplus lines business previously written by Aspen Specialty was
written by Aspen U.K. through Aspen Management and ASIS, our
U.S. brokerage companies.
Aspen Management is an insurance producer and management company
with offices in Boston, Massachusetts, Atlanta, Georgia and
Scottsdale, Arizona, which provides underwriting, claims and
management services predominantly on behalf of Aspen Specialty
and Aspen U.K. ASIS is a California broker placing surplus lines
property and casualty business predominantly on behalf of Aspen
Specialty and Aspen U.K.
Our
Business Strategy
Our financial objective is to deliver superior financial returns
to our ordinary shareholders while at the same time achieving a
comparatively lower earnings volatility relative to similar
companies. Over the past three years, we have endeavored to
reduce this volatility by further diversifying into new business
lines and reducing exposure to catastrophic events. Our
objective of reducing volatility implies a reduction in our
exposure to natural catastrophe losses which in turn implies
that in years such as 2006 and 2007 when there is limited
insured natural catastrophe loss we may not report returns as
high as some of our competitors whose business is more exposed
to natural catastrophe risks. For 2008, our estimated losses
from Hurricanes Ike and Gustav were within our expectations for
storms of this size.
Our principal measures of financial return are Return On Average
Equity (ROAE) and change in book value per share,
adjusted for dividends to shareholders. We calculate ROAE as
income after tax and preference share dividends as a percentage
of average monthly shareholders equity excluding
accumulated comprehensive income and the aggregate of the
liquidation preferences of our preference shares. The ROAE which
we target for any one year will depend on our assessment of the
state of the insurance and interest rate cycles to which we
expect to be exposed. Book value per share is the ratio of total
shareholders equity adjusted for intangible assets,
preference shares and dividends to shareholders, to ordinary
shares outstanding.
We aim to deliver our financial objective by pursuing the
following key aspects of business strategy:
Diversification.
We plan to continue to
diversify our insurance and reinsurance operations by offering
new products within our existing lines of business or the
selective addition of new lines, and we may selectively increase
our exposure in parts of the world or in lines of business where
we are currently under-represented. In this regard, we opened a
branch office in Zurich, Switzerland in 2007 to develop our
continental European reinsurance business. In 2008, we
established a Dublin branch to write excess casualty insurance
business and an office in Singapore to write property
reinsurance. We intend to accomplish this diversification by
building on our established underwriting expertise and
analytical skills.
5
We anticipate continuing to develop and selectively build out
our reinsurance operations with emphasis on
non-U.S. peak
zone catastrophe exposures and emphasize our evolving franchise
in our international and U.S. insurance segments. In 2007,
we established new underwriting units in professional liability
and excess casualty insurance. In 2008, we established new
underwriting units to write financial institutions insurance,
financial and political risk insurance, management and
technology liability insurance, as well as credit and surety
reinsurance.
Enterprise Risk Management.
We aim to achieve
our objective of reduced volatility by a holistic approach to
risk management which emphasizes not only the improved
management of known risks but also seeks to identify and
mitigate new and emerging risks. We have invested and will
continue to invest both in skills and technology in support of
this objective and aim to establish superior risk management
practices across our entire operation.
As part of our risk management approach we manage our net
exposure to large individual risk losses in our insurance
business lines by selectively purchasing reinsurance. Our
reliance on outwards reinsurance has diminished since 2006 as we
have reshaped our risk profile and strengthened our balance
sheet.
Capital Management.
We strive to maintain an
optimal level of capital relative to our business plan. To do
this, we employ Dynamic Financial Analysis (DFA)
statistical modeling techniques to assess the risk of loss to
our capital base based upon the portfolio of risks we underwrite
and on our asset and operational risk profiles. We use this
together with rating agency models and marketing considerations
to make an informed judgment as to the minimum amount of capital
that we need to hold.
We also set targets for financial leverage which we believe
provide an appropriate balance between improving returns to our
ordinary shareholders while maintaining the levels of financial
strength expected by our customers and by the rating agencies.
For this purpose we define financial leverage as the ratio of
long-term debt and hybrid capital to total capital.
The term hybrid refers to securities, such as our
preference shares, which have characteristics of both debt and
equity.
We strive to maintain access to the capital markets by seeking
to ensure that all our issued securities are fairly priced at
issuance and by targeting a variety of different investor
markets.
Performance Management.
We also use DFA to
determine the risk-adjusted capital amounts that we notionally
allocate to each of our lines of business and to set maximum
combined ratios. Combined ratio is the ratio of losses and
expenses to net earned premium and therefore returns are higher
for lower values of combined ratio and vice versa.
Cycle Management.
By anticipating changing
market conditions, we seek as far as possible to access
different lines of business with complementary risk/return
characteristics and to deploy capital appropriately. We monitor
relative and absolute rate adequacy and movements and we adjust
the composition of our risk portfolio based on market conditions
and underwriting opportunities. We are prepared to adjust our
underwriting and capital management objectives in order to
respond in a timely manner to the changing market environment
for all or some of our lines of business. This includes reducing
our gross written premiums for a business line, or for our
overall writings, should conditions warrant.
Investment Management.
We manage our
investment portfolio, subject to defined risk parameters, with a
view to maximizing its contribution to ROAE in the form of net
investment income while also targeting superior total returns.
We employ an active fixed income investment strategy that
focuses on the outlook for interest rates, yield curves and
credit spreads. In addition, we manage the duration of our fixed
income portfolio having regard to the average liability duration
of our reinsurance and insurance risks and our assessment of the
interest rate cycle. In 2008, we reviewed our strategy of
diversifying our investment portfolio away from 100% fixed
income securities and reduced our allocation to funds of hedge
funds from 9.5% at the start of the year to 5.0% of our
aggregate portfolio as at December 31, 2008. In February
2009, we gave notice to redeem all our remaining hedge fund
investments.
6
Effective operational management and cost
control.
We believe that we will not succeed in
meeting our financial objectives without highly effective
information systems and other technical support services to our
underwriting teams. We strive to meet this objective while
managing costs by investing in information technology and by
continuous process improvements.
Business
Segments
We are organized into four business segments: Property
Reinsurance, Casualty Reinsurance, International Insurance, and
U.S. Insurance. These segments form the basis of how we
monitor the performance of our operations.
Management measures segment results on the basis of the combined
ratio, which is obtained by dividing the sum of the losses and
loss expenses, acquisition expenses and operating and
administrative expenses by net premiums earned. Indirect
operating and administrative expenses are allocated to segments
based on each segments proportional share of gross earned
premiums. As a relatively new company, our historical combined
ratio may not be indicative of future underwriting performance.
We do not manage our assets by segment; accordingly, investment
income and total assets are not allocated to the individual
segments.
The gross written premiums are set forth below by business
segment for the twelve months ended December 31, 2008, 2007
and 2006:
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Twelve Months Ended
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Twelve Months Ended
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Twelve Months Ended
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Business Segment
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December 31, 2008
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December 31, 2007
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December 31, 2006
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Gross
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Gross
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Gross
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Written
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Written
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Written
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Premiums
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% of Total
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Premiums
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% of Total
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Premiums
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% of Total
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($ in millions, except for percentages)
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Property Reinsurance
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$
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589.0
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29.4
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%
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$
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601.5
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33.0
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%
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$
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623.1
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32.0
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%
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Casualty Reinsurance
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416.3
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20.8
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%
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431.5
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23.7
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%
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485.5
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25.0
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%
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International Insurance
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867.8
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43.4
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%
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663.0
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36.5
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%
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683.4
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35.1
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%
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U.S. Insurance
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128.6
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6.4
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%
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122.5
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6.8
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%
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153.5
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7.9
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%
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Total
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$
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2,001.7
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100.0
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%
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$
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1,818.5
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100.0
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%
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$
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1,945.5
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100.0
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%
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For a review of our results by segment, see Part II,
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations and
Note 5 of our financial statements.
Property
Reinsurance
Our property reinsurance segment is written on both a treaty and
facultative basis and consists of the following principal lines
of business: treaty catastrophe, treaty risk excess, treaty pro
rata and property facultative (U.S. and international).
Treaty reinsurance contracts provide for automatic coverage of a
type or category of risk underwritten by our ceding clients. Our
property reinsurance business is written out of Bermuda, London,
the U.S., Paris, Zurich and Singapore. The property reinsurance
business we write can
7
be analyzed by geographic region, reflecting the location of the
insured, as follows for the twelve months ended
December 31, 2008, 2007 and 2006:
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Twelve Months Ended
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Twelve Months Ended
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Twelve Months Ended
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Property Reinsurance
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December 31, 2008
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December 31, 2007
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December 31, 2006
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Gross
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Gross
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Gross
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Written
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Written
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Written
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Premiums
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% of Total
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Premiums
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% of Total
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Premiums
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% of Total
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($ in millions, except for percentages)
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Australia/Asia
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$
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40.4
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6.9
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%
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$
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12.2
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2.0
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%
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$
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36.0
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5.8
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%
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Caribbean
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0.4
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0.1
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%
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1.7
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0.2
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%
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Europe
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68.6
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11.6
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%
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9.7
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1.6
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%
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41.7
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6.7
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%
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United Kingdom
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26.5
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4.5
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%
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38.9
|
|
|
|
6.5
|
%
|
|
|
27.3
|
|
|
|
4.4
|
%
|
United States & Canada (1)
|
|
|
347.2
|
|
|
|
58.9
|
%
|
|
|
363.6
|
|
|
|
60.5
|
%
|
|
|
364.9
|
|
|
|
58.6
|
%
|
Worldwide excluding United States (2)
|
|
|
37.5
|
|
|
|
6.4
|
%
|
|
|
59.4
|
|
|
|
9.9
|
%
|
|
|
47.6
|
|
|
|
7.6
|
%
|
Worldwide including United States (3)
|
|
|
52.1
|
|
|
|
8.8
|
%
|
|
|
80.5
|
|
|
|
13.4
|
%
|
|
|
93.2
|
|
|
|
15.0
|
%
|
Others
|
|
|
16.3
|
|
|
|
2.8
|
%
|
|
|
35.5
|
|
|
|
5.9
|
%
|
|
|
12.4
|
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
589.0
|
|
|
|
100.0
|
%
|
|
$
|
601.5
|
|
|
|
100.0
|
%
|
|
$
|
623.1
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
United States and Canada comprises individual
policies that insure risks specifically in the United States
and/or Canada, but not elsewhere.
|
|
(2)
|
|
Worldwide excluding the United States comprises
individual policies that insure risks wherever they may be
across the world but specifically excludes the United States.
|
|
(3)
|
|
Worldwide including the United States comprises
individual policies that insure risks wherever they may be
across the world but specifically includes the United States.
|
Our gross written premiums by our principal lines of business
within our property reinsurance segment for the twelve months
ended December 31, 2008, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Property Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Treaty Catastrophe
|
|
$
|
253.0
|
|
|
|
43.0
|
%
|
|
$
|
284.5
|
|
|
|
47.3
|
%
|
|
$
|
315.0
|
|
|
|
50.6
|
%
|
Treaty Risk Excess
|
|
|
112.0
|
|
|
|
19.0
|
%
|
|
|
134.3
|
|
|
|
22.3
|
%
|
|
|
157.6
|
|
|
|
25.3
|
%
|
Treaty Pro Rata
|
|
|
174.7
|
|
|
|
29.6
|
%
|
|
|
145.2
|
|
|
|
24.1
|
%
|
|
|
119.1
|
|
|
|
19.1
|
%
|
Property Facultative
|
|
|
49.3
|
|
|
|
8.4
|
%
|
|
|
37.5
|
|
|
|
6.3
|
%
|
|
|
31.4
|
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
589.0
|
|
|
|
100.0
|
%
|
|
$
|
601.5
|
|
|
|
100.0
|
%
|
|
$
|
623.1
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treaty Catastrophe.
Treaty catastrophe
reinsurance contracts are typically all risk in
nature, providing protection against losses from earthquakes and
hurricanes, as well as other natural and man-made catastrophes
such as floods, tornadoes, fires and storms. Exposures are
covered for property damage and business interruption losses
resulting from a catastrophe event caused by an insured peril.
Coverage can also be limited to only specified perils such as
windstorm.
Property catastrophe reinsurance is generally written on an
excess of loss basis. Excess of loss reinsurance provides
coverage to primary insurance companies when aggregate claims
and claim expenses from a single occurrence from a covered peril
exceed a certain amount specified in a particular contract.
Under these contracts, we provide protection to an insurer for a
portion of the total losses in excess of a specified loss
amount, up to a maximum amount per loss specified in the
contract. In the event of a loss, most contracts provide for
coverage of a second occurrence following the payment of a
8
premium to reinstate the coverage under the contract, which is
referred to as a reinstatement premium. A loss from a single
occurrence is limited to the initial policy limit and would not
usually include the policy limit available following the payment
of a reinstatement premium. The coverage provided under excess
of loss reinsurance contracts may be on a worldwide basis or
limited in scope to selected regions or geographical areas.
Treaty Risk Excess.
We also write risk excess
of loss property treaty reinsurance. This type of reinsurance
provides coverage to a reinsured where it experiences a loss in
excess of its retention level on a single risk
basis, rather than to two or more risks in an insured event, as
provided by catastrophe reinsurance. A risk in this
context might mean the insurance coverage on one building or a
group of buildings due to fire or explosion or the insurance
coverage under a single policy which the reinsured treats as a
single risk. This line of business is generally less exposed to
accumulations of exposures and losses but can still be impacted
by natural catastrophes, such as earthquakes and hurricanes.
Treaty Pro Rata.
Our treaty pro rata
reinsurance product provides proportional coverage to the
reinsured rather than excess of loss. We share original losses
in the same proportion as our share of premium and policy
amounts. Pro rata contracts typically involve close client
relationships and frequent auditing.
Property Facultative.
The business is written
on an excess of loss basis for primary insurers in the
U.S. as well as worldwide. The account has dual
distribution with business written both directly and through
brokers. The U.S. property facultative account is mostly
written on a direct basis, whereas the international account is
written both on a direct basis and through brokers. This line of
business is not typically driven by natural perils.
In facultative reinsurance, the reinsurer assumes all or part of
a risk written by the insurer in a single insurance contract.
Facultative reinsurance is negotiated separately for each
contract. Facultative reinsurance is normally purchased by
insurers where individual risks are not covered by their
reinsurance treaties, for amounts in excess of the dollar limits
of their reinsurance treaties or for unusual risks. We also
underwrite facultative automatics where all original
risks that meet certain contractual criteria are covered under
the same reinsurance contract. There is typically a different
type of underwriting expertise required in facultative
underwriting as compared to treaty underwriting.
Structured Reinsurance.
We write a small
number of structured property reinsurance contracts out of Aspen
Bermuda. These contracts are tailored to individual client
circumstances and although written by a single team are
accounted for within the business segment to which the contract
most closely relates. In 2008, these contracts were accounted
for in this segment, casualty reinsurance and international
insurance. Within the property reinsurance segment, these
contracts generated gross written premiums in 2008 of
$46.7 million.
A very high percentage of the property reinsurance contracts
that we write excludes coverage for losses arising from the
peril of terrorism involving nuclear, biological or chemical
attack outside the U.S. Within the U.S., our reinsurance
contracts generally exclude or limit our liability to acts that
are certified as acts of terrorism by the
U.S. Treasury Department under the Terrorism Risk Insurance
Act (TRIA), the Terrorism Risk Insurance Extension
Act of 2005 (TRIEA) and now the Terrorism Risk
Insurance Program Reauthorization Act of 2007
(TRIPRA). With respect to personal lines risks,
losses arising from the peril of terrorism that do not involve
nuclear, biological or chemical attack are usually covered by
our reinsurance contracts. Such losses relating to commercial
lines risks are generally covered on a limited basis; for
example, where the covered risks fall below a stated insured
value or into classes or categories we deem less likely to be
targets of terrorism than others. We have written a limited
number of reinsurance contracts, both on a pro rata and risk
excess basis, covering the peril of terrorism. We have done so
only in instances where we believe we are able to obtain pricing
that is commensurate with our exposure. These contracts
typically exclude coverage protecting against nuclear,
biological or chemical attack.
9
In our property reinsurance segment, Factory Mutual and its
affiliates accounted for approximately 11% of gross written
premiums in this segment for the twelve months ended
December 31, 2008. No other customer accounted for more
than 5% of gross written premiums within this segment.
Casualty
Reinsurance
Our casualty reinsurance segment is written on both a treaty and
a facultative basis and consists of the following principal
lines of business: U.S. treaty, international treaty, and
casualty facultative. The casualty treaty reinsurance business
we write includes excess of loss and pro rata reinsurance which
are applied to portfolios of primary insurance policies. We also
write U.S. casualty facultative reinsurance. Our excess of
loss positions come most commonly from layered reinsurance
structures with underlying ceding company retentions.
Casualty reinsurance is written by Aspen U.K. and our
reinsurance intermediary in the U.S., Aspen Re America, on
behalf of Aspen U.K. We also write some structured casualty
reinsurance contracts out of Aspen Bermuda.
The casualty reinsurance business we write can be analyzed by
geographic region, reflecting the location of the insured, as
follows for the twelve months ended December 31, 2008, 2007
and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Casualty Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Australia/Asia
|
|
$
|
17.3
|
|
|
|
4.2
|
%
|
|
$
|
2.5
|
|
|
|
0.6
|
%
|
|
$
|
16.1
|
|
|
|
3.3
|
%
|
Caribbean
|
|
|
1.8
|
|
|
|
0.4
|
%
|
|
|
0.2
|
|
|
|
|
|
|
|
1.5
|
|
|
|
0.3
|
%
|
Europe
|
|
|
5.3
|
|
|
|
1.3
|
%
|
|
|
61.1
|
|
|
|
14.2
|
%
|
|
|
5.4
|
|
|
|
1.1
|
%
|
United Kingdom
|
|
|
14.0
|
|
|
|
3.4
|
%
|
|
|
14.7
|
|
|
|
3.4
|
%
|
|
|
18.5
|
|
|
|
3.8
|
%
|
United States & Canada (1)
|
|
|
294.4
|
|
|
|
70.7
|
%
|
|
|
290.9
|
|
|
|
67.4
|
%
|
|
|
327.9
|
|
|
|
67.5
|
%
|
Worldwide excluding United States (2)
|
|
|
32.6
|
|
|
|
7.8
|
%
|
|
|
11.8
|
|
|
|
2.7
|
%
|
|
|
38.2
|
|
|
|
7.9
|
%
|
Worldwide including United States (3)
|
|
|
50.3
|
|
|
|
12.1
|
%
|
|
|
42.0
|
|
|
|
9.8
|
%
|
|
|
75.2
|
|
|
|
15.5
|
%
|
Others
|
|
|
0.6
|
|
|
|
0.1
|
%
|
|
|
8.3
|
|
|
|
1.9
|
%
|
|
|
2.7
|
|
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
416.3
|
|
|
|
100.0
|
%
|
|
$
|
431.5
|
|
|
|
100.0
|
%
|
|
$
|
485.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
United States and
Canada comprises individual policies that insure risks
specifically in the United States and/or Canada, but not
elsewhere.
|
|
(2)
|
|
Worldwide excluding the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
excludes the United States.
|
|
(3)
|
|
Worldwide including the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
includes the United States.
|
10
Our gross written premiums by our principal lines of business
within our casualty reinsurance segment for the twelve months
ended December 31, 2008, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Casualty Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
U.S. Treaty
|
|
$
|
276.8
|
|
|
|
66.5
|
%
|
|
$
|
277.3
|
|
|
|
58.7
|
%
|
|
$
|
291.1
|
|
|
|
60.0
|
%
|
International Treaty
|
|
|
123.8
|
|
|
|
29.7
|
%
|
|
|
142.7
|
|
|
|
33.1
|
%
|
|
|
160.2
|
|
|
|
33.0
|
%
|
Casualty Facultative
|
|
|
15.7
|
|
|
|
3.8
|
%
|
|
|
11.5
|
|
|
|
8.2
|
%
|
|
|
34.2
|
|
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
416.3
|
|
|
|
100.0
|
%
|
|
$
|
431.5
|
|
|
|
100.0
|
%
|
|
$
|
485.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treaty.
Our U.S. casualty
reinsurance business is comprised of long-tail treaty contracts
protecting U.S. cedants. In July 2006, Aspen Re America
appointed a
U.S.-based
team of casualty treaty underwriters, based in Connecticut, who
write U.S. casualty treaty exclusively on behalf of Aspen
U.K. The
U.S.-based
team complements our existing London-based team which writes
this business mostly on an excess of loss basis. With respect to
business written by our U.S. team, the contracts protect
U.S. cedants primarily within the regional, specialty and
excess and surplus lines segments written both on an excess of
loss and pro rata basis. Our London team reinsures exposures
mainly with respect to workers compensation (including
catastrophe), medical malpractice, and professional liability
for regional lawyers, accountants, architects and engineers. Our
U.S. team reinsures exposures mainly with respect to
general liability, automobile liability, non-medical
professional, workers compensation and excess liability
including umbrella.
International Treaty.
Our international
casualty reinsurance business is composed of long-tail treaty
contracts. The majority of our international casualty
reinsurance business is written on an excess of loss basis with
a small proportion written on a pro rata basis. The exposures
that we cover in the international casualty business include
automobile liability, workers compensation,
employers liability, public and product liability,
fidelity business, professional indemnity and various coverages
for financial institutions including bankers blanket bonds,
directors and officers (D&O) liability and
professional indemnity. This line of business is comprised of
non-U.S. domiciled
cedants, some of which may have incidental U.S. exposure,
including exposure to U.S. financial institutions.
Casualty Facultative.
Our casualty facultative
reinsurance line of business consists of umbrella, automobile
liability, general liability and workers compensation
reinsurance. Approximately all exposures reinsured in this line
of business are located in the United States, written on an
excess of loss basis out of our Rocky Hill, Connecticut office.
During 2003 and for part of 2004, this business was written for
us by Wellington Underwriting, Inc. (WU Inc.). The
binding authority for general liability, umbrella and
workers compensation along with the team that wrote this
business at WU Inc., was transferred to Aspen Re America on
February 1, 2004. Following the closure of our Marlton, New
Jersey office in 2007, our casualty facultative business is
conducted out of our Rocky Hill, Connecticut office.
Structured Reinsurance.
We have written a
small number of structured casualty reinsurance contracts
through our specialist team in Bermuda. Within the casualty
reinsurance segment, these contracts generated gross written
premiums in 2008 of $57.8 million. The two largest of these
contracts in 2008 were a workers compensation quota share
contract with estimated gross written premiums of
$25.7 million (which accounted for 6.1% of gross written
premiums in 2008 for the casualty reinsurance segment) and an
automobile liability and physical damage quota share contract
with estimated gross written premiums of $28.3 million
(6.8% of total gross written premiums in 2008).
No other customer accounted for more than 4% of gross written
premiums in this segment for the year ended December 31,
2008.
11
International
Insurance
Our international insurance segment comprises marine hull,
marine and specialty liability, energy property, non-marine
transportation liability, aviation, excess casualty,
professional liability, U.K. commercial property (including
construction), U.K. commercial liability, financial and
political risk, financial institutions, management and
technology liability and specialty reinsurance. The commercial
liability line of business consists of U.K. employers and
public liability insurance. In 2008, we began writing financial
and political risk, financial institutions and management and
technology liability insurance. Our specialty reinsurance line
of business includes aviation, marine and other specialty
reinsurance. Our insurance business is written on a primary,
quota share and facultative basis and our reinsurance business
is mainly written on a treaty pro rata and excess of loss basis
with some on a facultative basis.
The international insurance business we write (including the
quota share business) can be analyzed by geographic region,
reflecting the location of the insured, as follows for the
twelve months ended December 31, 2008, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
International Insurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Australia/Asia
|
|
$
|
12.7
|
|
|
|
1.5
|
%
|
|
$
|
8.2
|
|
|
|
1.2
|
%
|
|
$
|
6.6
|
|
|
|
1.0
|
%
|
Caribbean
|
|
|
0.8
|
|
|
|
0.1
|
%
|
|
|
1.0
|
|
|
|
0.2
|
%
|
|
|
1.0
|
|
|
|
0.2
|
%
|
Europe
|
|
|
28.9
|
|
|
|
3.3
|
%
|
|
|
8.6
|
|
|
|
1.3
|
%
|
|
|
12.2
|
|
|
|
1.8
|
%
|
United Kingdom
|
|
|
147.6
|
|
|
|
17.0
|
%
|
|
|
145.2
|
|
|
|
21.9
|
%
|
|
|
171.7
|
|
|
|
25.1
|
%
|
United States & Canada (1)
|
|
|
156.5
|
|
|
|
18.0
|
%
|
|
|
78.0
|
|
|
|
11.8
|
%
|
|
|
83.6
|
|
|
|
12.2
|
%
|
Worldwide excluding United States (2)
|
|
|
42.8
|
|
|
|
4.9
|
%
|
|
|
48.1
|
|
|
|
7.3
|
%
|
|
|
34.3
|
|
|
|
5.0
|
%
|
Worldwide including United States (3)
|
|
|
451.0
|
|
|
|
52.0
|
%
|
|
|
360.3
|
|
|
|
54.3
|
%
|
|
|
362.5
|
|
|
|
53.0
|
%
|
Others
|
|
|
27.5
|
|
|
|
3.2
|
%
|
|
|
13.6
|
|
|
|
2.0
|
%
|
|
|
11.5
|
|
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
867.8
|
|
|
|
100.0
|
%
|
|
$
|
663.0
|
|
|
|
100.0
|
%
|
|
$
|
683.4
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
United States and
Canada comprises individual policies that insure risks
specifically in the United States and/or Canada, but not
elsewhere.
|
|
(2)
|
|
Worldwide excluding the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
excludes the United States.
|
|
(3)
|
|
Worldwide including the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
includes the United States.
|
12
Our gross written premiums by our principal lines of business
within our international insurance segment for the twelve months
ended December 31, 2008, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
International Insurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Marine and specialty liability insurance
|
|
$
|
161.3
|
|
|
|
18.6
|
%
|
|
$
|
138.3
|
|
|
|
20.9
|
%
|
|
$
|
145.0
|
|
|
|
21.2
|
%
|
Energy property insurance
|
|
|
94.9
|
|
|
|
10.9
|
%
|
|
|
102.7
|
|
|
|
15.5
|
%
|
|
|
96.0
|
|
|
|
14.0
|
%
|
Marine hull
|
|
|
65.9
|
|
|
|
7.6
|
%
|
|
|
59.9
|
|
|
|
9.0
|
%
|
|
|
58.3
|
|
|
|
8.5
|
%
|
Aviation insurance
|
|
|
101.8
|
|
|
|
11.7
|
%
|
|
|
103.3
|
|
|
|
15.6
|
%
|
|
|
121.2
|
|
|
|
17.7
|
%
|
U.K. commercial property
|
|
|
51.9
|
|
|
|
6.0
|
%
|
|
|
50.1
|
|
|
|
7.6
|
%
|
|
|
47.5
|
|
|
|
7.0
|
%
|
U.K. commercial liability
|
|
|
75.1
|
|
|
|
8.7
|
%
|
|
|
92.2
|
|
|
|
13.9
|
%
|
|
|
124.8
|
|
|
|
18.3
|
%
|
Non- marine transportation liability
|
|
|
41.0
|
|
|
|
4.7
|
%
|
|
|
7.1
|
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
Professional liability
|
|
|
44.0
|
|
|
|
5.1
|
%
|
|
|
5.0
|
|
|
|
0.7
|
%
|
|
|
|
|
|
|
|
|
Excess casualty
|
|
|
29.6
|
|
|
|
3.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial institutions
|
|
|
39.0
|
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial and political risk
|
|
|
39.1
|
|
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. commercial property construction
|
|
|
11.8
|
|
|
|
1.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and technology liability
|
|
|
3.5
|
|
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty reinsurance
|
|
|
108.9
|
|
|
|
12.5
|
%
|
|
|
104.4
|
|
|
|
15.8
|
%
|
|
|
90.6
|
|
|
|
13.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
867.8
|
|
|
|
100.0
|
%
|
|
$
|
663.0
|
|
|
|
100.0
|
%
|
|
$
|
683.4
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marine, Energy and Liability Insurance.
The
marine, energy and liability team commenced underwriting in the
third quarter of 2004 and writes marine hull, energy physical
damage and marine and specialty liability classes. The vast
majority of business is written on a direct facultative basis
with underwriters setting the terms and conditions of the risk.
Coverage underwritten includes onshore and offshore natural
perils, fire, explosion, well blow-out, liability risks
associated with the aforementioned, and onshore liability
construction (which may have longer contract periods than one
year).
Aviation Insurance.
The aviation team focuses
on providing physical damage insurance to hulls and spares and
comprehensive legal liability (including war and associated
perils) for airlines, smaller operators of airline equipment,
airports and associated business and non-critical component part
manufacturers. We also provide hull deductible cover.
We target a global aviation client base (other than the United
States), taking advantage of Londons position as a leading
center for aviation insurance business distribution.
Non-Marine and Transportation Liability.
The
non-marine transportation liability team joined Aspen U.K. in
the second half of 2007. The team focuses on industry groups
such as life science, railroads and trucking. Insureds are
predominantly North American-domiciled with coverage offered on
both a primary and excess of loss basis. This line of business
is primarily written on a direct facultative basis.
Professional Liability.
In September 2007,
Aspen U.K.s professional liability line of business was
established. The team writes an international portfolio of
professional liability risks, via its London Market broker
partners. We target predominantly
non-U.S. domiciled
risks, although some risks may have an element of
U.S. exposure through subsidiary offices and other related
minority activities. The majority of our business emanates from
the U.K. and Australasia, with some European business. We
13
insure a wide range of professions including lawyers, surveyors,
accountants, engineers, contractors and financial advisors.
Risks are written on both a primary and excess of loss basis.
Global Excess Casualty (Dublin).
The global
excess casualty line of business was established at Aspen U.K.
in October 2007. Beginning in January 2008, the team started
writing this business out of our Dublin office and is dedicated
to the writing of large, sophisticated and risk-managed insureds
worldwide. The account is a broad-based book of business
including general liability, commercial and residential
construction liability. It provides for product and public
liability and associated types of cover found in general
liability policies in the global insurance market. The team
writes excess layers only, with the intention of writing 100% of
layers or quota share as applicable, with a portion of the
contracts being multi-year policies.
Financial Institutions.
In January 2008, we
started underwriting this business. Our principal focus is on
super-regional and regional financial institutions, smaller
investment banks and specialized financial institution service
companies. Additionally, we also provide Fortune 500 commercial
entity commercial crime insurance. Products include financial
institutions blanket bonds, electronic and computer crime
insurance (comprehensive crime), professional indemnity/errors
and omissions (E&O) and D&O liability.
Insureds are predominantly in North America, U.K., Australia,
Northern and Central Europe with coverage offered mainly on a
primary basis. This line of business is written on a direct and
facultative basis.
Management and Technology Liability
Insurance.
In September 2008, we started writing
a balanced and diversified portfolio of Management and
Technology Liability insurance (M&TL),
consisting of international commercial D&O insurance,
network security, technology liability and warranty and
indemnity insurance. The M&TL book constitutes risks for
non-U.S. domiciled
companies written on both a primary and excess basis. Core
territories include the U.K., Europe, Asia Pacific and Canada
and we provide coverage for directors and officers of both
publicly listed and private companies. The technology liability
portfolio encompasses liability for the design and manufacture
of technology-related hardware and software as well as the
broader provision of technology-related services. We write
technology liability business primarily on an excess basis.
Network security liability, which we write mostly on a primary
basis, provides cover for internet-related exposures such as
privacy, identity theft and internet media liability and
attendant loss or misuse of data. Warranties and indemnities
(W&I) insurance provides cover for losses
arising from specific (but not all) representations and
warranties provided or obtained in connection with a corporate
transaction, particularly in a merger or acquisition. Derivative
exposures can arise from tax or other issues that are contingent
to or otherwise impede the successful sale or purchase of a
company. Although some specific types of contingent risks are
considered on a primary basis, most W&I business is written
on an excess basis.
Financial and Political Risks.
The financial
and political risks team writes business covering project and
trade risk, political risks, terrorism and kidnap and ransom
(K&R). Credit insurance, mostly focusing on
secured and trade-related credit, is written largely on a direct
basis as a percentage of the lenders exposure. Political
risks, which include confiscation, expropriation,
nationalization and deprivation (CEND) cover,
currency inconvertibility/non- transfer (CI) cover
and political violence, are written as direct insurance and
facultative reinsurance and can be primary layers, excess of
loss or quota share reinsurance (non-treaty). K&R insurance
policies typically cover kidnap, hijack and resultant bodily
injury, threats to kill, injure or abduct or to damage property
or products, extortion, and malicious and illegal detention.
K&R insurance is written as direct insurance. We write the
financial and political risks worldwide but with concentrations
in a number of key countries, such as Russia and China.
U.K. Commercial Property.
The U.K. commercial
property insurance focuses on providing physical damage and
business interruption coverage as a result of weather, fire,
theft and other causes. Our client base is predominantly U.K.
property owners, middle market corporate and public sector
clients. In 2008, we commenced writing construction risks
coverage.
14
U.K. Commercial Liability.
The U.K. commercial
liability line of business focuses on providing employers
liability coverage and public liability coverage for insureds
domiciled in both the United Kingdom and Ireland.
In the United Kingdom, all employers must maintain
employers liability insurance. This insurance covers
employers liability for bodily injury or disease sustained
by employees, and arising out of and in the course of
employment. In the United Kingdom, employees are required to
show breach of statute or tort prior to being entitled to any
compensation. As opposed to the United States, there is no set
scale of compensation in the United Kingdom, as claims are
settled in accordance with legal precedent and official damages
guidelines. Most claims are settled out of court; however, most
employees engage legal representation that increases claims
costs, though in a predictable way. Insurance cover is written
on an occurrence basis; that is, the monetary limits
of the insurance apply to all claims relating to any one
occurrence, with the minimum legal requirement being
£5 million for any one occurrence. However, the usual
limit for employers coverage is £10 million for
any one occurrence.
We also offer public liability cover. Public liability insurance
covers businesses for claims made against them by members of the
public or other businesses, but not for claims by employees or
shareholders of such businesses. Public liability insurance is
generally not required by regulation.
Specialty Reinsurance.
Our specialty
reinsurance line of business is composed of reinsurance covering
interests similar to those underwritten in marine, energy,
liability and aviation insurance above, as well as contingency,
terrorism, nuclear, personal accident and crop reinsurance. We
also write satellite insurance and reinsurance. Our specialty
reinsurance business is generally written on a treaty basis,
though some risks are written on a facultative basis.
For the twelve months ended December 31, 2008, our mix of
specialty reinsurance business as measured by gross written
premiums was approximately 52.2% aviation and marine reinsurance
(2007 63.9%; 2006 50.4%) and 47.8%
(2007 36.1%; 2006 49.6%) other specialty
reinsurance risks such as terrorism, nuclear, personal accident,
crop and satellite.
In our international segment, no single customer accounted for
more than 3% of gross written premiums within this segment.
Structured Reinsurance.
Our structured
reinsurance team in Bermuda wrote $1.9 million of gross
premiums in 2008 that fall within the international insurance
segment.
U.S.
Insurance
Our U.S. insurance segment consists of U.S. property
and casualty insurance written on an excess and surplus lines
basis. In 2007, after the appointment of Nathan Warde as Head of
U.S. Insurance, there was a substantial reorganization of
our property account. In 2008, substantially all of this
business was written by Aspen U.K. through Aspen Management and
ASIS. The U.S. insurance business we write can be analyzed
by geographic region, reflecting the location of the insured, as
follows for the twelve months ended December 31, 2008, 2007
and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
U.S. Insurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
United States & Canada (1)
|
|
$
|
128.6
|
|
|
|
100.0
|
%
|
|
$
|
122.5
|
|
|
|
100.0
|
%
|
|
$
|
153.5
|
|
|
|
100.0
|
%
|
|
|
|
(1)
|
|
United States and
Canada comprises individual policies that insure risks
specifically in the United States and/or Canada, but not
elsewhere.
|
15
Our gross written premiums by our principal lines of business
within our U.S. insurance segment for the twelve months
ended December 31, 2008, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
U.S. Insurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Property Insurance
|
|
$
|
53.2
|
|
|
|
41.4
|
%
|
|
$
|
41.0
|
|
|
|
33.5
|
%
|
|
$
|
71.9
|
|
|
|
46.8
|
%
|
Casualty Insurance
|
|
|
75.4
|
|
|
|
58.6
|
%
|
|
|
81.5
|
|
|
|
66.5
|
%
|
|
|
81.6
|
|
|
|
53.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
128.6
|
|
|
|
100.0
|
%
|
|
$
|
122.5
|
|
|
|
100.0
|
%
|
|
$
|
153.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The property account consists predominantly of mercantile,
manufacturing, municipal and commercial real estate business.
The casualty account primarily consists of general liability,
umbrella liability and certain E&O insurance. Coverage on
our casualty line is offered on those risks that are primarily
premises-driven, focusing on low to moderately hazardous
exposures.
Underwriting,
Risk Management and Reinsurance
Our objective is to create a portfolio of insurance and
reinsurance risks, diversified across lines of business,
products, geographic areas of coverage, cedants and sources. The
acceptance of appropriately priced risk is the core of our
business. Underwriting requires judgment, based on important
assumptions about matters that are inherently unpredictable and
beyond our control, and for which historical experience and
probability analysis may not provide sufficient guidance. We
view underwriting quality and risk management as critical to our
success.
Enterprise Risk Management.
Risk management
focuses on the threat to the achievement of our business
objectives. Enterprise Risk Management (ERM)
identifies the sources of such risks and oversees the setting of
limits on risks, as well as risk mitigation and risk transfer.
Underpinning this approach is a two-dimensional risk management
process that forms the basis of business decision making:
|
|
|
|
|
top-down approach (strategic risk management): the Risk
Committee of our Board of Directors (Risk Committee)
and senior management issue risk policies, define corporate
appetite, set risk tolerances and allocate risk capital; and
|
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|
|
bottom-up
approach (tactical risk management): we monitor risk and
controls performance, implement mitigating actions and report to
senior management, the Risk Committee and the Board of Directors.
|
ERM is well integrated in our business practices through a
Three-Lines-of-Defense structure:
|
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|
|
the first line of defense consists of risk-taking units, such as
our underwriting teams, which are responsible for risk
acceptance within set tolerances and for the
day-to-day
operation of the controls within their units;
|
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|
|
the second line of defense consists of our risk, compliance and
quality assurance functions which are responsible for risk
aggregation, monitoring and reporting across the group; and
|
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|
|
the third line of defense consists of internal audit which is
responsible for independently testing and reporting the design
and performance of the controls in all risk areas.
|
Our risk management process produces tailored views on our
specific profile with respect to underwriting, credit, market
and operational risks and sets and monitors risk tolerances for
significant identified risks. We also use risk modeling
techniques to assist us in the assessment of total capital
requirements, to allocate capital to classes of insurance risk
and to test the effectiveness of various risk mitigation
strategies including reinsurance and retrocession. However, our
use of quantitative techniques
16
is moderated by a consciousness of the likelihood of model
error, unmodeled risks and the need to make common-sense
business judgments.
In 2008, S&P reaffirmed our ERM rating as strong. We
believe that this rating is an attestation of the strength of
our risk management processes. The following sections describe
in more detail our risk management processes in underwriting,
credit, market and operational risk areas.
Underwriting.
Our underwriting activities are
managed in four product areas: property reinsurance, casualty
reinsurance, international insurance and U.S. insurance.
The reinsurance product areas report into Brian Boornazian,
President, Aspen Re, who has a strategic and operational
responsibility for the underwriting of these lines of business.
The property reinsurance lines report into James Few, Managing
Director, Aspen Re and the casualty reinsurance lines report
into our Head of Casualty Reinsurance, Emil Issavi. The
international insurance lines report into our Head of
International Insurance, Matthew Yeldham and the
U.S. insurance lines report into Nathan Warde, our Head of
U.S. Insurance. The Head of Reinsurance (President, Aspen
Re), Head of International Insurance and Head of
U.S. Insurance all report directly into our Chief Executive
Officer, who is supported by our Director of Underwriting, Kate
Vacher. Our Director of Underwriting assists in the management
of the underwriting process by developing our underwriting
strategy, monitoring our underwriting control framework and
acting as an independent reviewer of underwriting activity
across our businesses.
We underwrite according to specific disciplines, with the aim of
maintaining the following principles:
|
|
|
|
|
operate within prescribed maximum underwriting authority limits,
which we delegate in accordance with an understanding of each
individuals capabilities, tailored to the lines of
business written by the particular underwriter;
|
|
|
|
price each submission based on our experience in the line of
business, and as appropriate, by deploying one or more actuarial
models either developed internally or licensed from third-party
providers;
|
|
|
|
where appropriate, make use of peer review to ensure high
standards of underwriting discipline and consistency; risks
underwritten are subject to peer review by at least one
qualified peer reviewer (for reinsurance risks, peer review
occurs mostly prior to risk acceptance; for complex insurance
risks, peer review may occur before or after risk acceptance and
for simpler insurance risks, peer review is replaced by
standardized underwriting systems and controls over adherence);
|
|
|
|
more complex risks may involve peer review by several
underwriters and with input from catastrophe risk management
specialists, our team of actuaries and senior management;
|
|
|
|
evaluate the underlying data provided by clients and adjust such
data where we believe it does not adequately reflect the
underlying exposure;
|
|
|
|
in respect of catastrophe perils and certain other key risks,
prepare monthly aggregation reports for review by our senior
management, which are reviewed quarterly by the Risk
Committee; and
|
|
|
|
exceptional risks are referred to the Underwriting Committee for
approval before we accept the risks. The Underwriting Committee
consists of our: Chief Executive Officer; Chief Risk Officer;
Director of Underwriting; President, Aspen Re; Head of
International Insurance; Managing Director, Aspen Re; Head of
Casualty Reinsurance and Head of Marine Insurance.
|
Natural Catastrophe Risk Management.
The Risk
Committee continues to provide oversight of risk management. The
Risk Committee reviews the risk appetites and risk tolerances
proposed by management which are then approved by our Board of
Directors.
Our Catastrophe Risk Management (CRM) team, which
reports to our Chief Risk Officer, Oliver Peterken, has
responsibility for identifying, quantifying, and qualifying
catastrophe risk information for use within and across business
units. CRMs primary activity is the collation, analysis
and distribution of portfolio statistics and reporting the
groups exposure information on a monthly basis.
17
The principal objectives of the CRM team are to:
|
|
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|
|
provide quality information and transparency for internal
management, reinsurers and capital providers;
|
|
|
|
support and enhance the application of technical analysis in
underwriting, portfolio analysis and risk management;
|
|
|
|
enhance business production and development opportunities
through technical analysis; and
|
|
|
|
link and integrate common information across different strategic
disciplines including reinsurance purchase, business unit
planning and group planning.
|
We use a variety of catastrophe modeling techniques but also
employ a number of other underwriting methods to sense
check modeled outputs, where appropriate. We use leading
vendor models as part of the underwriting process but may adjust
results to reflect frequency and severity rates as we believe
appropriate. Hurricane frequency assumptions may be adjusted in
consultation with hurricane forecasters such as Accurate
Environmental Forecasting (AEF) and severity loads
may also be adjusted to reflect our underwriting experience.
In respect of our property reinsurance segment, we have also
implemented the Submission Management System (SMS).
The SMS, together with our accumulation control system, enables
us to simulate the effect on our portfolios Probable
Maximum Loss (PML) of different participations on
each treaty ahead of each renewal period. This enables us to
manage our aggregate exposures efficiently, control our
probabilistic exposures and ensure that our capacity is deployed
appropriately.
Portfolio-specific and group-wide exceedance probability data
(both occurrence and aggregate) is reviewed monthly, and modeled
results are compared with aggregate limits-exposed data as a
secondary check. Modeling includes some secondary perils (fire
following earthquake, storm surge and post-event loss
amplification) where applicable. Results are reported both on a
Combined All Risks basis and by the key regions of
U.S. windstorm, earthquake, New Madrid earthquake, European
windstorm and Japan all risks.
Many of the reinsurance contracts which we underwrite and which
we purchase include terms under which additional payments, known
as reinstatement premiums, are payable if claims are made. We
take these into account when assessing our overall costs arising
from catastrophic events, together with exposures arising from
parts of our business, such as the marine reinsurance business
that we write, but which are excluded from our reinsurance cover.
Catastrophe accumulation reporting is subject to rigorous
quality control, under our expanded risk management program.
Aggregates and modeled results are reviewed over several stages
each month, and signed-off by our Chief Risk Officer before
being circulated to senior management and all underwriting
teams. Any significant changes or deviations from the plan are
highlighted, and relevant actions prescribed.
Operational Risk.
Our approach to operational
risk management aims to minimize exposures. This approach is
predicated on methodical identification and measurement of
inherent operational risks, a thorough assessment of the
adequacy of the controls in place and an analysis of the
residual risks compared to preset tolerances. The focus areas of
our operational risks cover financial reporting, business
continuity, financial crime, system security, regulatory,
strategic and other areas. Because of the complex nature of
operational risks, we have implemented a process that reinforces
clear responsibility and accountability for managing these
exposures. Periodically, our risk and compliance functions work
with relevant business units to identify, measure and assess
different aspects of operational risks. Additionally, business
units conduct their own self-assessments and attest to the
soundness of the controls operating in their units. Where
improvements are identified,
follow-up
actions are implemented until the expected remediation is
achieved. Finally, as an independent third party, our internal
audit team undertakes a risk-based approach to test the
operation of controls across all business units. Internal Audit
reports directly to our Board of Directors Audit Committee.
18
Credit and Market Risk.
Our Investment
Committee and the Reinsurance Credit Committee (a management
committee) define credit and market risk tolerances in line with
the risk appetite set by our Board of Directors. Our Investment
Committee reviews the groups investment performance and
assesses credit and market risk concentrations and exposures to
issuers. Our credit analysts evaluate reinsurance and insurance
counterparties and propose acceptable financial strength ratings
and credit limits. Our Reinsurance Credit Committee reviews
these recommendations and sets credit limits. Our risk
management function monitors individual exposures in addition to
credit and market risk accumulations compared to tolerances. Any
exceptions are reported to senior management and our Risk
Committee. In 2006, we transferred some of our counterparty
credit risk through the purchase of an innovative policy that
will protect the Company against losses due to the inability of
one or more of our reinsurance counterparties to meet their
financial obligations to us. The contract is for a maximum of
five years and provides 90% cover for a named panel of
reinsurers up to individual defined
sub-limits.
The contract does allow, subject to certain conditions, for
substitution and replacement of panel members if the
Companys panel of reinsurers changes. Payments are made on
a quarterly basis throughout the period of the contract based on
the aggregate limit, which was set initially at
$477 million but is subject to adjustment.
During 2008, we began to insure certain types of credit risk
through our financial and political risk underwriting unit and
in 2009, we have started to reinsure certain providers of trade
credit insurance, surety bonds and political risks.
Reinsurance.
We purchase reinsurance and
retrocession to limit and diversify our own risk exposure and to
increase our own insurance and reinsurance underwriting
capacity. These agreements provide for recovery of a portion of
losses and loss expenses from reinsurers. For our reinsurance
business, we expect to continue the philosophy first implemented
in 2006 of limited and strategic retrocession purchasing in
conjunction with risk tolerances.
In respect of our insurance lines of business, we have different
reinsurance covers in place for many of our lines of business.
In 2009, we anticipate renewing much of the reinsurance
protecting our insurance business that we bought in 2008. In
addition, we will be looking to purchase reinsurance programs in
2009 for some of our new insurance lines, including management
and technology liability. In 2008, we entered into various
proportional treaty arrangements on specific lines of business.
This will continue into 2009 with the lines benefiting from
proportional treaty coverage likely to include financial and
political risk, U.K. construction and excess casualty.
The multi-year property catastrophe reinsurance agreement with
Ajax Re Limited (Ajax Re), a Cayman Islands
domiciled reinsurer, was intended to provide up to
$100 million of reinsurance coverage for our operating
subsidiaries in the event of one or more California earthquakes.
The coverage, which is in place until May 1, 2009, provides
for recovery on a pro rata basis to an industry loss of between
$23.1 billion and $25.9 billion as recorded by
Property Claims Services (PCS).
In order to ensure that Ajax Re had sufficient funding to
service the LIBOR portion of interest due on the bonds issued by
Ajax Re, Ajax Re entered into a total return swap with Lehman
Brothers Special Financing, Inc. (Lehman Financing),
whereby Lehman Financing directed Ajax Re to invest the proceeds
from the bonds into permitted investments. Lehman Brothers
Holdings Inc. (Lehman Brothers) also provided a
guarantee of Lehman Financings obligations under the swap.
On September 15, 2008, Lehman Brothers filed for
bankruptcy, which is a termination event under the swap. Ajax Re
terminated the swap on September 16, 2008. As a result,
without the benefit of the total return swap, the extent of the
actual reinsurance cover in the event of a California earthquake
provided by Ajax Re will be limited to the market value of
the collateral held by Ajax Re. In light of current
financial market conditions, we expect that the market value of
this collateral is substantially less than the $100 million
of original reinsurance cover. Nevertheless, we remain within
our risk tolerances without the benefit of this reinsurance
cover.
19
We also entered into various retrocessional agreements to
protect our property reinsurance segment against a frequency of
natural perils events in the U.S., particularly
U.S. catastrophic wind events. Included within these
purchases was $80 million of cover which expired on
December 31, 2008, mostly on an index trigger rather than
indemnity basis. In July 2008, we entered into additional
retrocessional agreements totaling $25 million expiring in
July 2009. In addition, with effect from July 2008, we entered
into a
12-month
reciprocal arrangement with a major reinsurer accepting Japanese
earthquake exposure and ceding our exposures to windstorms in
the Northeastern States of the U.S. The limit of this cover
which expires in June 2009 is $62.5 million for each
occurrence but only responds to an original market loss of
$27.5 billion.
During the last quarter of 2008, we purchased $35 million
of frequency cover protection and $28 million of severity
cover protection against natural peril events in the
U.S. for 2009.
In 2008, various losses occurred throughout the year which
triggered our reinsurance program. In the third quarter of 2008,
Hurricanes Gustav and Ike triggered recoverables of
$61.3 million from our retrocessional agreements with the
majority of $58.0 million recovered from our marine and
energy program. In 2008, we had total recoverables of
$86.5 million in the year.
As is the case with most reinsurance treaties, we remain liable
to the extent that reinsurers do not meet their obligations
under these agreements, and therefore, in line with our risk
management objectives, we evaluate the financial condition of
our reinsurers and monitor concentrations of credit risk. Of our
reinsurers who have been rated by A.M. Best, 98% of our
uncollateralized reinsurance is provided by those who have been
assigned a rating of A− (Excellent) (the
fourth highest of fifteen rating levels) or better. In 2008,
$122 million of reinsurance capacity was secured from a
reinsurance market unrated by A.M. Best, of which
$105 million was fully collateralized with cash and
securities. Of the remaining $17 million, 75% is provided
by reinsurers rated AA− by S&P or better.
We are also a member of Pool Reinsurance Company Limited,
commonly known as Pool Re, which is authorized to write
reinsurance relating to terrorist risks on commercial property
insurance and consequential losses in England, Scotland or
Wales. Pool Re has a retrocession agreement with HM Treasury,
the U.K. Government economics and finance ministry, to which it
pays a reinsurance premium and from which it will recover any
claims that exceed its resources. Pool Re provides an indemnity
in respect of Aspen U.K.s ultimate net loss, in excess of
our retention, relating to damage to commercial property and
consequential losses in England, Scotland or Wales caused by an
act of terrorism. Our retention is calculated by reference to
our market share of this type of coverage and for 2008, our
retention was £690,000 per event with an annual aggregate
of £1,380,000. For 2009, our retention remains unchanged.
Business
Distribution
With respect to our segments and lines of business, our business
is produced principally through brokers and reinsurance
intermediaries. Our commercial lines of business are mostly
produced through the U.K. regional and London broker network.
Our U.S. property and casualty insurance products are
marketed through a select number of appointed wholesale brokers
with the appropriate surplus lines licenses. The brokerage
distribution channel provides us with access to an efficient,
variable cost and global distribution system without the
significant time and expense which would be incurred in creating
wholly-owned distribution networks. The brokers and reinsurance
intermediaries typically act in the interest of ceding clients
or insurers; however, they are instrumental to our continued
relationship with our clients.
20
The following tables show our gross written premiums by broker
for each of our segments for the twelve months ended
December 31, 2008, 2007 and 2006:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Property Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Aon Corporation (1)
|
|
$
|
122.5
|
|
|
|
20.8
|
%
|
|
$
|
123.8
|
|
|
|
20.6
|
%
|
|
$
|
122.7
|
|
|
|
19.7
|
%
|
Marsh & McLennan Companies, Inc.
|
|
|
161.9
|
|
|
|
27.5
|
%
|
|
|
178.5
|
|
|
|
29.7
|
%
|
|
|
107.3
|
|
|
|
17.2
|
%
|
Benfield Group Limited (1)
|
|
|
93.2
|
|
|
|
15.8
|
%
|
|
|
88.0
|
|
|
|
14.6
|
%
|
|
|
98.8
|
|
|
|
15.9
|
%
|
Willis Group Holdings, Ltd.
|
|
|
116.4
|
|
|
|
19.8
|
%
|
|
|
96.9
|
|
|
|
16.1
|
%
|
|
|
121.2
|
|
|
|
19.5
|
%
|
Ballantyne, McKean & Sullivan Ltd.
|
|
|
3.7
|
|
|
|
0.6
|
%
|
|
|
20.5
|
|
|
|
3.4
|
%
|
|
|
12.7
|
|
|
|
2.0
|
%
|
Others
|
|
|
91.3
|
|
|
|
15.5
|
%
|
|
|
93.8
|
|
|
|
15.6
|
%
|
|
|
160.4
|
|
|
|
25.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
589.0
|
|
|
|
100.0
|
%
|
|
$
|
601.5
|
|
|
|
100.0
|
%
|
|
$
|
623.1
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Casualty Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Aon Corporation (1)
|
|
$
|
85.7
|
|
|
|
20.6
|
%
|
|
$
|
76.9
|
|
|
|
17.8
|
%
|
|
$
|
81.2
|
|
|
|
16.7
|
%
|
Marsh & McLennan Companies, Inc.
|
|
|
68.2
|
|
|
|
16.4
|
%
|
|
|
63.6
|
|
|
|
14.7
|
%
|
|
|
63.8
|
|
|
|
13.1
|
%
|
Benfield Group Limited (1)
|
|
|
42.8
|
|
|
|
10.3
|
%
|
|
|
53.3
|
|
|
|
12.4
|
%
|
|
|
65.9
|
|
|
|
13.6
|
%
|
Willis Group Holdings, Ltd.
|
|
|
45.0
|
|
|
|
10.8
|
%
|
|
|
47.4
|
|
|
|
11.0
|
%
|
|
|
46.2
|
|
|
|
9.5
|
%
|
Ballantyne, McKean & Sullivan Ltd
|
|
|
20.8
|
|
|
|
5.0
|
%
|
|
|
31.0
|
|
|
|
7.2
|
%
|
|
|
39.6
|
|
|
|
8.2
|
%
|
Denis M Clayton & Co Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59.7
|
|
|
|
12.3
|
%
|
Jardine Lloyd Thompson Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1
|
|
|
|
1.1
|
%
|
Others
|
|
|
153.8
|
|
|
|
36.9
|
%
|
|
|
159.3
|
|
|
|
36.9
|
%
|
|
|
124.0
|
|
|
|
25.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
416.3
|
|
|
|
100.0
|
%
|
|
$
|
431.5
|
|
|
|
100.0
|
%
|
|
$
|
485.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
International Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Aon Corporation (1)
|
|
$
|
112.1
|
|
|
|
12.9
|
%
|
|
$
|
110.7
|
|
|
|
16.4
|
%
|
|
$
|
89.3
|
|
|
|
13.1
|
%
|
Marsh & McLennan Companies, Inc.
|
|
|
130.8
|
|
|
|
15.1
|
%
|
|
|
91.9
|
|
|
|
13.7
|
%
|
|
|
87.9
|
|
|
|
12.9
|
%
|
Benfield Group Limited (1)
|
|
|
12.4
|
|
|
|
1.4
|
%
|
|
|
89.8
|
|
|
|
13.5
|
%
|
|
|
8.7
|
|
|
|
1.3
|
%
|
Willis Group Holdings, Ltd.
|
|
|
128.4
|
|
|
|
14.8
|
%
|
|
|
51.7
|
|
|
|
7.6
|
%
|
|
|
97.7
|
|
|
|
14.3
|
%
|
Ballantyne, McKean & Sullivan Ltd.
|
|
|
4.9
|
|
|
|
0.6
|
%
|
|
|
45.3
|
|
|
|
6.9
|
%
|
|
|
3.9
|
|
|
|
0.6
|
%
|
Others
|
|
|
479.2
|
|
|
|
55.2
|
%
|
|
|
273.7
|
|
|
|
41.9
|
%
|
|
|
395.9
|
|
|
|
57.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
867.8
|
|
|
|
100.0
|
%
|
|
$
|
663.0
|
|
|
|
100.0
|
%
|
|
$
|
683.4
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
U.S. Reinsurance
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
Written
|
|
|
|
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
Premiums
|
|
|
% of Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Swett & Crawford
|
|
$
|
14.0
|
|
|
|
10.9
|
%
|
|
$
|
10.9
|
|
|
|
8.9
|
%
|
|
$
|
5.3
|
|
|
|
3.5
|
%
|
AmWins
|
|
|
14.1
|
|
|
|
11.0
|
%
|
|
|
10.3
|
|
|
|
8.4
|
%
|
|
|
22.6
|
|
|
|
14.7
|
%
|
Programs Brokerage Corp
|
|
|
|
|
|
|
|
|
|
|
9.3
|
|
|
|
7.6
|
%
|
|
|
8.6
|
|
|
|
5.6
|
%
|
Colemont Insurance Brokers
|
|
|
8.7
|
|
|
|
6.8
|
%
|
|
|
7.9
|
|
|
|
6.4
|
%
|
|
|
7.8
|
|
|
|
5.1
|
%
|
Risk Placement Services
|
|
|
6.0
|
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hull & Company
|
|
|
|
|
|
|
|
|
|
|
7.2
|
|
|
|
5.9
|
%
|
|
|
5.5
|
|
|
|
3.6
|
%
|
Partners Specialty Group
|
|
|
5.3
|
|
|
|
4.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
80.5
|
|
|
|
62.5
|
%
|
|
|
76.9
|
|
|
|
62.8
|
%
|
|
|
103.7
|
|
|
|
67.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
128.6
|
|
|
|
100.0
|
%
|
|
$
|
122.5
|
|
|
|
100.0
|
%
|
|
$
|
153.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Benfield Group Limited was an
independent company prior to its acquisition by Aon Corporation
on November 28, 2008 and is therefore shown separately in
the above tables.
|
Claims
Management
The key responsibilities of our claims management department are
to:
|
|
|
|
|
efficiently and accurately process, manage and resolve reported
insurance and reinsurance claims, using workflow management
systems, to ensure the proper application of intended coverage,
timely reserving for the probable ultimate cost of both
indemnity and expense and make timely payments in the
appropriate amount on those claims for which we are legally
obligated to pay;
|
|
|
|
contribute to the underwriting process by collaborating with
both underwriting teams and senior management in terms of the
evolution of policy language and endorsements and providing
claim-specific feedback and education regarding legal activity;
|
|
|
|
contribute to the analysis and reporting of financial data and
forecasts by collaborating with the finance and actuarial
functions relating to the drivers of actual claim reserve
developments and potential for financial exposures on known
claims; and
|
|
|
|
support our marketing efforts through the quality of our claims
service.
|
We have a staff of experienced claims professionals who are
assigned to specific product lines, and will expand, as needed,
to service our clients and to properly adjust reported claims.
We have developed processes and internal business controls for
identifying, tracking and settling claims, and authority levels
have been established for all individuals involved in the
reserving and settlement of claims. Our underwriters do not make
the final decisions regarding the ultimate determination of
reserves and settlement of claims; rather, this is a function
separately determined by our claims team, except for ex gratia
payments which are subject to approval by the relevant
underwriter or members of senior management (depending on
amount).
We utilize the services of third-party service providers for our
U.K. insurance operations. These providers have authority to
handle claims up to a specific monetary threshold. Claims above
these thresholds must be referred to our internal claims
adjusters for all decisions. A team of in-house claims
professionals oversees those outsourcing agreements. We manage,
review and audit those claims handled under our outsourcing
agreements.
Our U.S. property and casualty claims, on policies written
by Aspen Specialty or Aspen U.K., are managed by a staff of
experienced claims professionals. We expect to be involved in
every stage of the claims process, including the selection of
counsel, the approval of budgets and staffing, review of motion
22
papers and discovery, and the decision on whether to settle or
try a case. We also utilize the services of third-party service
providers, similar to our U.K. insurance operations, with
similar controls.
Senior management receives a regular report on the status of our
reserves and settlement of claims. We recognize that fair
interpretation of our reinsurance agreements and insurance
policies with our customers, and timely payment of valid claims,
are a valuable service to our clients and enhance our reputation.
Reserves
We take all reasonable steps to ensure that we have appropriate
information regarding our claims exposures. However, given the
uncertainty in establishing claims liabilities, it is likely
that the final outcome will prove to be different from the
original provision established. Prior to the selection by
management of the reserve estimates to be included in our
financial statements, our internal actuarial team employs a
number of techniques to establish a range of estimates (the
actuarial range).
Sources of information.
Claims information
received typically includes the loss date, details of the claim,
the recommended reserve and reports from the loss adjusters
dealing with the claim. In respect of pro rata treaties we
receive regular statements (bordereaux) which provide paid and
outstanding claims information, often with large losses
separately identified. Following widely reported loss events
such as natural catastrophes and airplane crashes, we adopt a
proactive approach to establish our likely exposure to claims by
reviewing policy listings and contacting brokers and
policyholders as appropriate.
Reported claims.
For reported claims, reserves
are established on a
case-by-case
basis within the parameters of coverage provided in the
insurance policy or reinsurance agreement. In estimating the
cost of these claims, we consider circumstances related to the
claims as reported, any information available from cedants and
loss adjustors and information on the cost of settling claims
with similar characteristics in previous periods. In addition,
for significant events such as hurricanes, for example, the
detailed analysis of our potential exposures includes
information obtained directly from cedants which has yet to be
processed through market systems, enabling us to reduce the time
lag between a significant event occurring and establishing case
reserves. Reinsurance intermediaries are used to assist in
obtaining and validating information from cedants; however, we
establish all reserves. In addition, we may engage loss
adjusters and perform
on-site
cedant audits to validate the information provided. Disputes do
occur with cedants, but the number and frequency are generally
low. In the event of a dispute, intermediaries are used to try
to resolve the dispute. If a resolution cannot be reached, then
the contracts typically provide for binding arbitration.
IBNR claims.
We establish reserves for
incurred but not reported (IBNR) claims using
established actuarial methods which generally rely to a greater
or lesser extent on historical information but also consider
such variables as changes in policy terms and coverage, changes
in legislative conditions and judicial interpretation of
insurance policies and inflation. We take into account the
quality of the historical information available and where
appropriate historical trends are used to validate information
received from cedants.
A higher degree of uncertainty is associated with setting
reserves for reinsurance business owing to the longer reporting
pattern and time to final settlement. Where IBNR is based on an
analysis of past loss experience, then the principal assumption
is that past patterns of development are a reasonable proxy for
current business after allowance for any changes in underlying
mix of business. The process of extrapolation is by necessity
one involving subjective judgment because the actuary has to
take into account the impact of the changing business mix as
well as changes in legislative conditions, changes in judicial
interpretation of legal liability policy coverages and
inflation. These factors are incorporated in the recommended
reserve range from which management selects its best point
estimate.
For lines of business where early claims experience may not
provide a sound statistical basis to estimate the loss reserves,
our approach is to establish an initial expected loss and loss
expense ratio. This is based on one or more of (a) an
analysis of our own claims experience to date, (b) market
23
benchmark data, (c) a
contract-by-contract
analysis and (d) for international casualty reinsurance, an
analysis of a portfolio of similar business written by Syndicate
2020, adjusted by an index reflecting how rates, terms and
conditions have changed. This initial expected loss and loss
expense ratio is then modified in light of the actual experience
to date measured against the expected experience. Loss reserves
for known catastrophic events are based upon a detailed analysis
of our reported losses and potential exposures conducted in
conjunction with our underwriters.
Selection of reported gross reserves.
In
arriving at our selected reserves for each line of business, we
take into account all of the factors set out above, and in
particular the quality of the historical information we have on
which to establish our reserves.
Actuarial range of net reserves.
In
determining the range of net reserves, we estimate recoveries
due under our proportional and excess of loss reinsurance
programs. For proportional reinsurance we apply the appropriate
cession percentages to estimate how much of the gross reserves
will be collectable. For excess of loss recoveries, individual
large losses are modeled through our reinsurance program. An
assessment is also made of the collectability of reinsurance
recoveries taking into account market data on the financial
strength of each of the reinsurance companies.
The following tables show an analysis of consolidated loss and
loss expense reserve development net and gross of reinsurance
recoverables as at December 31, 2008, 2007, 2006, 2005,
2004, 2003 and 2002. No adjustment has been made for foreign
exchange movements.
Analysis
of Consolidated Loss and Loss Expense Reserve Development Net of
Reinsurance Recoverables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
|
($ in millions)
|
|
|
Estimated liability for unpaid losses and loss expenses, net of
reinsurance recoverables
|
|
|
81.4
|
|
|
|
482.2
|
|
|
|
1,080.2
|
|
|
|
1,848.9
|
|
|
|
2,351.7
|
|
|
|
2,641.3
|
|
|
|
2,787.0
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
71.8
|
|
|
|
420.2
|
|
|
|
1,029.6
|
|
|
|
1,797.6
|
|
|
|
2,244.3
|
|
|
|
2,557.8
|
|
|
|
|
|
Two years later
|
|
|
53.1
|
|
|
|
398.3
|
|
|
|
983.5
|
|
|
|
1,778.8
|
|
|
|
2,153.1
|
|
|
|
|
|
|
|
|
|
Three years later
|
|
|
52.4
|
|
|
|
381.2
|
|
|
|
952.1
|
|
|
|
1,726.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
|
49.5
|
|
|
|
369.5
|
|
|
|
928.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
|
47.3
|
|
|
|
365.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
|
45.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative redundancy
|
|
|
36.3
|
|
|
|
117.2
|
|
|
|
151.8
|
|
|
|
122.5
|
|
|
|
198.6
|
|
|
|
83.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative paid losses, net of reinsurance recoveries, as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
9.0
|
|
|
|
88.0
|
|
|
|
399.7
|
|
|
|
332.4
|
|
|
|
585.1
|
|
|
|
534.2
|
|
|
|
|
|
Two years later
|
|
|
43.2
|
|
|
|
152.6
|
|
|
|
456.7
|
|
|
|
814.6
|
|
|
|
935.4
|
|
|
|
|
|
|
|
|
|
Three years later
|
|
|
43.6
|
|
|
|
161.2
|
|
|
|
555.4
|
|
|
|
1,087.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
|
45.0
|
|
|
|
203.9
|
|
|
|
607.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
|
61.9
|
|
|
|
220.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
|
74.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Analysis
of Consolidated Loss and Loss Expense Reserve Development Gross
of Reinsurance Recoverables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
2008
|
|
|
|
($ in millions)
|
|
|
Estimated liability for unpaid losses and loss expenses, gross
of reinsurance recoverables
|
|
|
93.9
|
|
|
|
525.8
|
|
|
|
1,277.9
|
|
|
|
3,041.6
|
|
|
|
2,820.0
|
|
|
|
2,946.0
|
|
|
|
3,070.3
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
|
88.4
|
|
|
|
455.4
|
|
|
|
1,260.0
|
|
|
|
3,048.3
|
|
|
|
2,739.9
|
|
|
|
2,883.3
|
|
|
|
|
|
Two years later
|
|
|
69.7
|
|
|
|
433.5
|
|
|
|
1,174.9
|
|
|
|
3,027.6
|
|
|
|
2,634.6
|
|
|
|
|
|
|
|
|
|
Three years later
|
|
|
69.0
|
|
|
|
403.7
|
|
|
|
1,157.4
|
|
|
|
2,957.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
|
61.8
|
|
|
|
398.5
|
|
|
|
1,134.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
|
65.2
|
|
|
|
393.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
|
62.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative redundancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(deficiency)
|
|
|
31.2
|
|
|
|
132.3
|
|
|
|
143.8
|
|
|
|
84.2
|
|
|
|
185.4
|
|
|
|
62.7
|
|
|
|
|
|
All our reserves relate to reinsurance or insurance policies
incepting on or after January 1, 2002, except for the
following amounts assumed as a result of acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Reserves
|
|
|
Net Reserves
|
|
|
Net Reserves
|
|
|
Net Reserves
|
|
|
Net Reserves
|
|
|
|
as at
|
|
|
as at
|
|
|
as at
|
|
|
as at
|
|
|
as at
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
($ in millions)
|
|
|
Aspen U.K (formerly City Fire)
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
0.2
|
|
|
|
0.8
|
|
|
|
2.4
|
|
Aspen Specialty Runoff (Formerly Dakota Specialty)
|
|
|
1.9
|
|
|
|
0.6
|
|
|
|
0.5
|
|
|
|
1.6
|
|
|
|
2.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2.1
|
|
|
|
1.0
|
|
|
|
0.7
|
|
|
|
2.4
|
|
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For additional information concerning our reserves, see
Part II, Item 7, Managements Discussion
and Analysis of Financial Condition and Results of
Operations and Part II, Item 8, Financial
Statements and Supplementary Data.
Investments
The Investment Committee of our Board of Directors establishes
investment guidelines and supervises our investment activity.
The Investment Committee regularly monitors our overall
investment results and reviews compliance with our investment
objectives and guidelines. These guidelines specify minimum
criteria on the overall credit quality and liquidity
characteristics of the portfolio. They include limitations on
the size of certain holdings as well as restrictions on
purchasing certain types of securities. Management and the
Investment Committee review our investment performance and
assess credit and market risk concentrations and exposures to
issuers.
We follow an investment strategy designed to emphasize the
preservation of invested assets and provide sufficient liquidity
for the prompt payment of claims. Our investments consist of a
diversified portfolio of highly-rated, liquid, fixed income
securities and funds of hedge funds. As at December 31,
2008, our allocation to funds of hedge funds was 5.0% of our
portfolio.
Fixed Income Portfolio.
We employ an active
investment strategy that focuses on the outlook for interest
rates, the yield curve and credit spreads. In addition, we
manage the duration of our fixed income portfolio having regard
to the average liability duration of our reinsurance and
insurance risks. In 2008,
25
we did not make a strategic change in the fixed income portfolio
duration which was 3.1 years as of December 31, 2008.
Despite record low Treasury yields, investing premium and
interest income at wider spreads in high quality fixed income
securities enabled us to maintain a relatively steady book yield
in 2008. As of December 31, 2008, the fixed income
portfolio book yield was 4.6% compared to 5.1% as of
December 31, 2007. We continuously monitor interest rate
market developments with a view to managing portfolio duration
accordingly.
Alternative Investments.
As of
December 31, 2008, our exposure to alternative investments
was 5.0% of our aggregate portfolio and consisted entirely of
our investment in funds of hedge funds.
In 2008, we kept under review our allocation within the
investment portfolio to alternative asset classes, under a
constraint of a maximum appetite of 15% of the total portfolio.
As a result, we concluded that we should reduce our exposure to
funds of hedge funds from 9.5% to 5.0% of our aggregate
portfolio. In the third quarter of 2008, we issued a redemption
notice effective December 31, 2008 for approximately 40% of
our investments in funds of hedge funds. As a result, as at
year-end, we redeemed $177.2 million of our investments in
funds of hedge funds, reducing our total exposure to these
investments to 5.0% of our aggregate investment portfolio. In
February 2009, we gave notice to redeem all of our remaining
hedge fund investments.
We utilize several third-party investment managers to manage our
fixed income assets. We agree separate investment guidelines
with each investment manager. These investment guidelines cover,
among other things, counterparty limits, credit quality, and
limits on investments in any one sector. We expect our
investment managers to adhere to strict overall portfolio credit
and duration limits and a minimum AA−
portfolio credit rating for the portion of the assets they
manage.
The following presents the cost, gross unrealized gains and
losses, and estimated fair value of investments in fixed
maturities and other investments as at December 31, 2008
and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
Cost or
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
($ in millions)
|
|
U.S. Government Securities
|
|
$
|
601.3
|
|
|
$
|
49.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
650.7
|
|
U.S. Agency Securities
|
|
|
356.6
|
|
|
|
36.7
|
|
|
|
(0.2
|
)
|
|
|
393.1
|
|
Corporate Securities
|
|
|
1,426.0
|
|
|
|
29.0
|
|
|
|
(30.5
|
)
|
|
|
1,424.5
|
|
Foreign Government
|
|
|
363.6
|
|
|
|
20.9
|
|
|
|
|
|
|
|
384.5
|
|
Municipal securities
|
|
|
7.7
|
|
|
|
0.3
|
|
|
|
|
|
|
|
8.0
|
|
Asset-backed securities
|
|
|
218.1
|
|
|
|
|
|
|
|
(12.6
|
)
|
|
|
205.5
|
|
Mortgage-backed securities
|
|
|
1,392.4
|
|
|
|
33.6
|
|
|
|
(59.2
|
)
|
|
|
1,366.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income
|
|
|
4,365.7
|
|
|
|
170.4
|
|
|
|
(103.0
|
)
|
|
|
4,433.1
|
|
Short term investments
|
|
|
224.9
|
|
|
|
|
|
|
|
|
|
|
|
224.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,590.6
|
|
|
$
|
170.4
|
|
|
$
|
(103.0
|
)
|
|
$
|
4,658.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
Cost or
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
($ in millions)
|
|
U.S. Government Securities
|
|
$
|
634.8
|
|
|
$
|
14.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
649.4
|
|
U.S. Agency Securities
|
|
|
320.4
|
|
|
|
9.2
|
|
|
|
|
|
|
|
329.6
|
|
Corporate Securities
|
|
|
1,513.8
|
|
|
|
15.3
|
|
|
|
(9.2
|
)
|
|
|
1,519.9
|
|
Foreign Government
|
|
|
425.8
|
|
|
|
3.6
|
|
|
|
(1.8
|
)
|
|
|
427.6
|
|
Asset-backed securities
|
|
|
224.3
|
|
|
|
1.4
|
|
|
|
(0.5
|
)
|
|
|
225.2
|
|
Mortgage-backed securities
|
|
|
1,225.0
|
|
|
|
12.8
|
|
|
|
(3.7
|
)
|
|
|
1,234.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income
|
|
|
4,344.1
|
|
|
|
57.0
|
|
|
|
(15.3
|
)
|
|
|
4,385.8
|
|
Short term investments
|
|
|
279.6
|
|
|
|
0.9
|
|
|
|
(0.4
|
)
|
|
|
280.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,623.7
|
|
|
$
|
57.9
|
|
|
$
|
(15.7
|
)
|
|
$
|
4,665.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain securities are denominated in currencies other than the
U.S. Dollar. Currency fluctuations are reflected in the
estimated fair value.
U.S. Government and Agency
Securities.
U.S. government and agency
securities are composed of bonds issued by the
U.S. Treasury, Government National Mortgage Association
(GNMA) and government-sponsored enterprises such as
Federal National Mortgage Association, Federal Home Loan
Mortgage Corporation, Federal Home Loan Bank and Federal Farm
Credit Bank.
Corporate Securities.
Corporate securities are
composed of short-term, medium-term and long-term debt issued by
corporations.
Foreign Government.
Foreign government
securities are composed of bonds issued and guaranteed by
foreign governments such as the U.K., Canada, France, Spain and
Portugal.
Municipals.
Municipal securities are composed
of bonds issued by U.S. municipalities.
Asset-Backed Securities.
Asset-backed
securities are securities backed by notes or receivables against
assets other than real estate.
Mortgage-Backed Securities.
Mortgage-backed
securities are securities that represent ownership in a pool of
mortgages. Both principal and income are backed by the group of
mortgages in the pool.
Short-Term Investments.
Short-term investments
are both money market funds and investments in Treasury bills,
discount notes and short coupon paper with a maturity of less
than 90 days. The money market funds are rated
AAA by S&P
and/or
Moodys and invest in a variety of short-term instruments
such as commercial paper, certificates of deposit, floating rate
notes and medium-term notes. In January 2008, our short-term
investments managed by Wellington Management Company (not an
affiliate of Wellington Underwriting plc
(Wellington, now part of Catlin Group Limited) or WU
Inc.) were liquidated.
Other investments.
Other investments represent
our investments in funds of hedge funds which are recorded using
the equity method of accounting. Adjustments to the carrying
value of these investments are made based on the net asset
values reported by the fund managers, which result in a carrying
value that approximates fair value. Realized and unrealized
losses of $97.3 million (2007
$44.5 million profit, 2006
$6.9 million profit) have been recognized through the
statements of operations in the twelve months ended
December 31, 2008. We invested $150.0 million in the
share capital of two funds in 2006, a further
$247.5 million in one of these funds and
$112.5 million in the share capital of a third fund in
2007. In 2008, we sold shares in the funds that cost
$198.6 million for proceeds of $177.2 million
realizing a loss of $21.4 million.
27
Other investments as at December 31, 2008 and 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Investment funds
|
|
$
|
311.3
|
|
|
$
|
286.9
|
|
|
$
|
510.0
|
|
|
$
|
561.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The maturity distribution and ratings for fixed income
securities, held as at December 31, 2008 and 2007 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Fair
|
|
|
Average
|
|
|
|
|
|
Fair
|
|
|
Average
|
|
|
|
Amortized
|
|
|
Market
|
|
|
Ratings by
|
|
|
Amortized
|
|
|
Market
|
|
|
Ratings by
|
|
|
|
Cost
|
|
|
Value
|
|
|
Maturity
|
|
|
Cost
|
|
|
Value
|
|
|
Maturity
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
Maturity and Ratings (excluding cash)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
324.0
|
|
|
$
|
328.9
|
|
|
|
AA+
|
|
|
$
|
321.5
|
|
|
$
|
321.6
|
|
|
|
AAA
|
|
Due after one year through five years
|
|
|
1,373.2
|
|
|
|
1,426.0
|
|
|
|
AA+
|
|
|
|
1,479.1
|
|
|
|
1,493.5
|
|
|
|
AA+
|
|
Due after five years through ten years
|
|
|
905.4
|
|
|
|
940.9
|
|
|
|
AA
|
|
|
|
954.5
|
|
|
|
968.7
|
|
|
|
AA
|
|
Due after ten years
|
|
|
152.6
|
|
|
|
165.1
|
|
|
|
AA+
|
|
|
|
139.7
|
|
|
|
142.7
|
|
|
|
AA+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
2,755.2
|
|
|
|
2,860.9
|
|
|
|
|
|
|
|
2,894.8
|
|
|
|
2,926.5
|
|
|
|
|
|
Mortgage and asset-backed securities
|
|
|
1,610.5
|
|
|
|
1,572.2
|
|
|
|
AAA
|
|
|
|
1,449.3
|
|
|
|
1,459.3
|
|
|
|
AAA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,365.7
|
|
|
$
|
4,433.1
|
|
|
|
|
|
|
$
|
4,344.1
|
|
|
$
|
4,385.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For 2008, we engaged BlackRock Financial Management, Wellington
Management Company, Alliance Capital Management L.P., Credit
Agricole Asset Management, Deutsche Bank Asset Management and
Goldman Sachs Asset Management to provide investment advisory
and management services for our portfolio of fixed income
assets. We have recently terminated the services of Wellington
Management Company. We have agreed to pay investment management
fees based on the average market values of total assets held
under management at the end of each calendar quarter. These
agreements may be terminated generally by either party on short
notice without penalty.
The total return of our portfolio of fixed income investments,
cash and cash equivalents for the twelve months ended
December 31, 2008 was 3.8%. Total return is calculated
based on total net investment return, including interest on cash
equivalents, divided by the average market value of our
investments and cash balances during the twelve months ended
December 31, 2008.
For additional information concerning the Companys
investments, see Part II, Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and Part II,
Item 8, Financial Statements and Supplementary
Data.
Competition
The insurance and reinsurance industries are highly competitive.
We compete with major U.S., U.K., European and Bermudian
insurers and reinsurers and underwriting syndicates from
Lloyds, as well as participants in the capital markets
such as Nephila, DE Shaw, Stark and Aeolus, some of which have
greater financial, marketing and management resources than us.
In particular, with respect to our property reinsurance and
casualty reinsurance segments, we compete with insurers that
provide property and casualty-based lines of insurance and
reinsurance, such as ACE Limited (ACE), Allied
World, Arch Capital Group Ltd., Axis Capital Holdings Limited
(Axis), Berkshire Hathaway Inc., Endurance Specialty
Holdings Ltd. (Endurance), Everest Re Group Limited,
Folksamerica Reinsurance Company, General Re Corporation, the
Hannover Re Group (Hannover Re), IPC Holdings Ltd.,
Lexington
28
Insurance Company, Lloyds, Montpelier Re Holdings Limited,
Max Re Capital Group, Munich Reinsurance Company, PartnerRe
Ltd., QBE Insurance Group, Renaissance Re Holdings Ltd., SCOR
Group, Swiss Reinsurance Company, XL Capital Ltd.
(XL) and Converium. In addition, one of the effects
of Hurricane Katrina has been the formation of new Bermudian
reinsurers, the class of 2005, a number of whom
(Validus, Ariel, Harborpoint and Lancashire) have become
competitors of ours, often as follow markets. In our
international insurance segment, we compete with American
International Group Inc. (AIG), Axis, Global
Aerospace Underwriting Managers Limited, Hannover Re,
Lloyds and Zurich Re. In our U.K. commercial property and
liability insurance lines of business specifically, we also
compete with ACE, Affiliated FM Insurance Company, Allianz SE,
AIG, Amlin Plc, AXA, Endurance, Fusion Insurance Services
Limited, Gerling General Insurance Company, QBE Insurance Group,
Liberty Mutual Insurance Company, Lloyds, Mitsui Sumitomo
Insurance Company Limited, Markel International Insurance
Company Limited (Markel), Travelers Insurance,
Norwich Union, Quinn-direct Insurance Limited, Royal &
Sun Alliance Insurance Group plc., Tokio Marine Europe Insurance
Limited, Towergate and Zurich Re. In our U.S. insurance
segment, we compete with Admiral Group PLC, CNA Financial
Corporation, The Colony Group, Crum & Forster Holdings
Corp., Ironshore Inc, Pacific, Lexington Insurance Company,
Markel, RLI Corp., RSUI Group Inc., Travelers, Scottsdale
Insurance Company and XL.
Competition in the types of business that we underwrite is based
on many factors, including:
|
|
|
|
|
the experience of the management in the line of insurance or
reinsurance to be written;
|
|
|
|
financial ratings assigned by independent rating agencies and
actual and perceived financial strength;
|
|
|
|
responsiveness to clients, including speed of claims payment;
|
|
|
|
services provided, products offered and scope of business (both
by size and geographic location);
|
|
|
|
relationships with brokers;
|
|
|
|
premiums charged and other terms and conditions offered; and
|
|
|
|
reputation.
|
Increased competition could result in fewer submissions, lower
rates charged, slower premium growth and less favorable policy
terms, which could adversely impact our growth and profitability.
29
Ratings
Ratings by independent agencies are an important factor in
establishing the competitive position of insurance and
reinsurance companies and are important to our ability to market
and sell our products. Rating organizations continually review
the financial positions of insurers, including us. On
December 19, 2008, A.M. Best affirmed Aspen
Bermudas and Aspen U.K.s financial strength rating
of A (Excellent). As of February 16, 2009, our Insurance
Subsidiaries are rated as follows:
|
|
|
Aspen U.K.
|
|
|
S&P
|
|
A (Strong) (seventh highest of twenty-two levels)
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A.M. Best
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A (Excellent) (third highest of fifteen levels)
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Moodys
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A2 (Good) (eighth highest of twenty-three levels)
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Aspen Bermuda
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S&P
|
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A (Strong) (seventh highest of twenty-two levels)
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A.M. Best
|
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A (Excellent) (third highest of fifteen levels)
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Moodys
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A2 (Good) (eighth highest of twenty-three levels)
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Aspen Specialty
(1)
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A.M. Best
|
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A− (Excellent) (fourth highest of fifteen levels)
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(1)
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In 2008, substantially all excess
and surplus lines business previously written by Aspen Specialty
was
written by Aspen U.K. through Aspen Management and ASIS, our
U.S. brokerage companies.
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These ratings reflect A.M. Bests, S&Ps and
Moodys respective opinions of Aspen U.K.s, Aspen
Specialtys and Aspen Bermudas ability to pay claims
and are not evaluations directed to investors in our ordinary
shares and other securities and are not recommendations to buy,
sell or hold our ordinary shares and other securities.
A.M. Best maintains a letter scale rating system ranging
from A++ (Superior) to F (in
liquidation). S&P maintains a letter scale rating system
ranging from AAA (Extremely Strong) to R
(under regulatory supervision). Moodys maintains a letter
scale rating system ranging from Aaa (Exceptional)
to C (Lowest). These ratings are subject to periodic
review by, and may be revised downward or revoked at the sole
discretion of, A.M. Best, S&P and Moodys.
Employees
As of December 31, 2008, we employed 550 persons
through the Company and our wholly-owned subsidiaries, Aspen
Bermuda, Aspen U.K. Services and Aspen U.S. Services, none
of whom was represented by a labor union.
As at December 31, 2008 and 2007, our employees were
located in the following countries:
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As at
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As at
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December 31,
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December 31,
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Country
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2008
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2007
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United Kingdom
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321
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|
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284
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United States
|
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149
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|
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137
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Bermuda
|
|
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55
|
|
|
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57
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France
|
|
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4
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|
|
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3
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Switzerland
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11
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|
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3
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Singapore
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4
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Ireland
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6
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|
|
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6
|
|
|
|
|
|
|
|
|
|
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Total
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550
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|
|
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490
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30
Regulatory
Matters
General
The business of insurance and reinsurance is regulated in most
countries, although the degree and type of regulation varies
significantly from one jurisdiction to another. Reinsurers are
generally subject to less regulation than primary insurers.
The discussion below summarizes the material laws and
regulations applicable to our Insurance Subsidiaries. In
addition, our Insurance Subsidiaries have met and exceeded the
solvency margins and ratios applicable to them.
Bermuda
Regulation
The Insurance Act 1978 of Bermuda and related regulations, as
amended (the Insurance Act), regulates insurance and
reinsurance business and provides that no person may carry on
any insurance business in or from within Bermuda unless
registered as an insurer by the Bermuda Monetary Authority
(BMA) under the Insurance Act; the
day-to-day
supervision of insurers is the responsibility of the BMA.
Accordingly, the Insurance Act regulates the insurance business
of Aspen Bermuda, which has been registered as a Class 4
insurer by the BMA. As a holding company, Aspen Holdings is not
subject to Bermuda insurance regulations.
The continued registration of a company as an insurer by the BMA
is subject to its compliance with the terms of its registration
and such other conditions as the BMA may impose from time to
time. The Insurance Act also imposes on Bermuda insurance
companies solvency, capital adequacy and liquidity standards and
auditing and reporting requirements and grants the BMA powers to
supervise, investigate, require information and the production
of documents and intervene in the affairs of insurance
companies. Certain significant aspects of the Bermuda insurance
regulatory framework are set forth below.
Classification of Insurers.
The Insurance Act
distinguishes between insurers carrying on long-term business
and insurers carrying on general business. There are six
classifications of insurers carrying on general business, with
Class 4 insurers subject to the strictest regulation. Aspen
Bermuda is registered as a Class 4 insurer in Bermuda and
is regulated as such under the Insurance Act. Aspen Bermuda is
not licensed to carry on long-term business.
Cancellation of Insurers
Registration.
An insurers registration may
be cancelled by the BMA on certain grounds specified in the
Insurance Act, including failure of the insurer to comply with
its obligations under the Insurance Act or if, in the opinion of
the BMA, the insurer has not been carrying on business in
accordance with sound insurance principles.
Principal Representative.
An insurer is
required to maintain a principal office in Bermuda and to
appoint and maintain a principal representative in Bermuda. For
the purpose of the Insurance Act, Aspen Bermudas principal
office is Maxwell Roberts Building, 1 Church Street, Hamilton HM
11, Bermuda, and Aspen Bermudas principal representative
is Mr. David Skinner, Aspen Bermudas Chief Financial
Officer. Without a reason acceptable to the BMA, an insurer may
not terminate the appointment of its principal representative,
and the principal representative may not cease to act as such,
unless 30 days notice in writing to the BMA is given
of the intention to do so. It is the duty of the principal
representative, upon reaching the view that there is a
likelihood that the insurer will become insolvent or that a
reportable event has, to the principal
representatives knowledge, occurred or is believed to have
occurred, to notify the BMA setting forth all the particulars of
the case that are available to the principal representative.
Independent Approved Auditor and
GAAP Auditor.
Every registered insurer must
appoint an independent auditor who will audit and report
annually on the statutory financial statements and the statutory
financial return of the insurer, both of which, in the case of
Aspen Bermuda, are required to be filed annually with the BMA.
With effect from December 31, 2008, every Class 4
insurer is required to appoint an auditor of additional
Generally Accepted Accounting Principles (GAAP)
financial
31
statements. Aspen Bermudas independent auditor and GAAP
auditor must be approved by the BMA and may be the same person
or firm that audits Aspen Holdings consolidated financial
statements and reports for presentation to its shareholders.
Aspen Bermudas independent auditor and GAAP auditor is
KPMG Bermuda.
Loss Reserve Specialist.
As a registered
Class 4 insurer, Aspen Bermuda is required to submit an
opinion of its approved loss reserve specialist with its
statutory financial return in respect of its losses and loss
expenses provisions. The loss reserve specialist, who will
normally be a qualified actuary, must be approved by the BMA.
Mr. Paul Koslover, our Chief Actuary, has been approved to
act as Aspen Bermudas loss reserve specialist.
Statutory Financial Statements.
The Insurance
Act prescribes rules for the preparation and substance of these
statutory financial statements (which include, in statutory
form, a balance sheet, an income statement, a statement of
capital and surplus and notes thereto). The insurer is required
to give detailed information and analyses regarding premiums,
claims, reinsurance and investments. The statutory financial
statements are not prepared in accordance with GAAP and are
distinct from the financial statements prepared for presentation
to the insurers shareholders under the Bermuda Companies
Act 1981, as amended (the Companies Act), which
financial statements, in the case of the Company, will be
prepared in accordance with U.S. GAAP. As a general
business insurer, Aspen Bermuda is required to submit the annual
statutory financial statements as part of the annual statutory
financial return. The statutory financial statements and the
statutory financial return do not form part of the public
records maintained by the BMA.
GAAP or IFRS Financial Statement.
The
Insurance Amendment Act 2008 introduced additional financial
statement requirements for Class 4 insurers. With effect
from December 31, 2008, Class 4 insurers, like Aspen
Bermuda, are required to prepare and file with the BMA audited
annual financial statements prepared in accordance with GAAP
(that apply in Bermuda, U.K., U.S. or such other GAAP as
the BMA may recognize) or International Financial Reporting
Standards (IFRS). The GAAP or IFRS statements must
be submitted within four months from the end of the financial
year to which they relate or such longer period as may be
specified by the BMA upon application but no longer than seven
months. The BMA will publish a Class 4 insurers
statements.
Annual Statutory Financial Return.
Aspen
Bermuda is required to file with the BMA a statutory financial
return no later than four months after its financial year end
(unless specifically extended upon application to the BMA). The
statutory financial return for a Class 4 insurer includes,
among other matters, a report of the approved independent
auditor on the statutory financial statements of the insurer,
solvency certificates, the statutory financial statements, the
opinion of the loss reserve specialist and a schedule of
reinsurance ceded. The solvency certificates must be signed by
the principal representative and at least two directors of the
insurer certifying that the minimum solvency margin has been met
and whether the insurer complied with the conditions attached to
its certificate of registration. The independent approved
auditor is required to state whether, in its opinion, it was
reasonable for the directors to make these certifications. If an
insurers accounts have been audited for any purpose other
than compliance with the Insurance Act, a statement to that
effect must be filed with the statutory financial return.
Capital and Solvency Return.
With effect from
December 31, 2008, Class 4 insurers are required to
file with the BMA a Capital and Solvency Return
(CSR) no later than four months after its financial
year end (unless specifically extended upon application to the
BMA). The CSR is the return comprising a Class 4
insurers Bermuda Solvency Capital Requirement
(BSCR) or, if relevant, approved internal model and
setting out the insurers risk management practices and, if
appropriate, other information used by the insurer to calculate
its approved internal model. See Risk-Based Approach and
Enhanced Capital Requirements for Class 4 Insurers,
below.
Risk-Based Approach and Enhanced Capital Requirements for
Class 4 Insurers.
Prior to the
implementation of the new risk-based supervisory approach to
capital adequacy and solvency margin requirements, insurers were
required to meet a margin of solvency as well as minimum amounts
of
32
paid-up
capital for registration (termed the Regulatory Capital
Requirement (RCR)). Under the RCR, the value of the
general business assets of a Class 4 insurer must exceed
the amount of its general business liabilities by an amount
greater than the prescribed minimum solvency margin, being equal
to the greater of:
(a) $100,000,000;
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(b)
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50% of net premiums written (being gross premiums written less
any premiums ceded by the insurer, but the insurer may not
deduct more than 25% of gross premiums when computing net
premiums written); or
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(c) 15% of net losses and loss expense reserves.
The RCR was calibrated based on the scale of an insurers
business, with higher premiums
and/or
reserving levels requiring more statutory capital and surplus.
The RCR did not take into account that certain lines or classes
of business were inherently riskier than others. To rectify the
deficiency, the BMA developed a risk-based capital model, the
BSCR, and required regulated insurers to use this model or an
in-house insurer solvency capital model (approved by the BMA) to
assist the BMA both in measuring risk and in determining
appropriate levels of capitalization.
Pursuant to the Insurance Amendment Act 2008 as of
December 31, 2008, the BMA introduced prudential standards
by way of the Insurance (Prudential Standards) (Class 4
Solvency Requirement) Order 2008, in relation to the Enhanced
Capital Requirement (ECR) and CSR for Class 4
insurers. The ECR is determined using the BSCR or an approved
internal model.
The BSCR employs a standard mathematical model that can relate
more accurately the risks underwritten by insurers to the
capital that is dedicated to their business. Intrinsic to the
framework is the application of a standard measurement format to
the risk associated with an insurers assets, liabilities
and premiums, including a formula to take account of catastrophe
risk exposure.
Where the insurer believes that its own internal model for
measuring risk and determining appropriate levels of capital
better reflects the inherent risk of its business, it may make
application to the BMA for approval of its internal model to be
considered in the determination of its RCR as opposed to the
BSCR. The BMA may approve an insurers internal model
provided certain conditions have been established. The BMA
reserves the right to revoke approval of an internal model in
the event that the conditions are no longer met or where it
feels that the revocation is appropriate. The BMA will review
the internal model regularly to confirm that the model continues
to meet the conditions.
In order to minimize the risk of a shortfall in capital arising
from an unexpected adverse deviation and in moving towards the
implementation of a risk-based capital approach, the BMA
proposes that insurers operate at or above a threshold capital
level (termed the Target Capital Level (TCL)), which
exceeds the BSCR or approved internal model minimum amounts.
The new capital requirements will require insurers to hold
available statutory capital and surplus equal to or exceeding
ECR and set the TCL at 120% of ECR.
Where an insurer falls below the TCL, the BMA will have
discretion to supplement the risk-based model by requiring the
affected insurer to conduct certain stress and scenario testing
in order to assess its potential vulnerability to defined
extreme events. Where the results of scenario and stress testing
indicate potential capital vulnerability, the BMA would be able
to require a higher solvency cushion by increasing
the TCL above 120% of ECR.
Restrictions on Dividends and
Distributions.
Under the Insurance Act, a
Class 4 insurer, such as Aspen Bermuda, is subject to the
following restrictions:
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(1)
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is prohibited from declaring or paying any dividends during any
financial year if it is in breach of its minimum solvency margin
or minimum liquidity ratio or if the declaration or payment of
such dividends would cause it to fail to meet such margin or
ratio (and if it has failed to meet its minimum solvency margin
or minimum liquidity ratio on the last day of any financial
year,
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33
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Aspen Bermuda will be prohibited, without the approval of the
BMA, from declaring or paying any dividends during the next
financial year);
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(2)
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is prohibited from declaring or paying in any financial year
dividends of more than 25% of its total statutory capital and
surplus (as shown on its previous financial years
statutory balance sheet) unless it files with the BMA (at least
7 days before payment of such dividends) an affidavit
stating that it will continue to meet the required margins;
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(3)
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is prohibited, without the approval of the BMA, from reducing by
15% or more its total statutory capital as set out in its
previous years financial statements, and any application
for such approval must include an affidavit stating that it will
continue to meet the required margins; and
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(4)
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is required, at any time it fails to meet its solvency margin,
within 30 days (45 days where total statutory capital
and surplus falls to $75 million or less) after becoming
aware of that failure or having reason to believe that such
failure has occurred, to file with the BMA a written report
containing certain information.
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Additionally, under the Companies Act, Aspen Holdings and Aspen
Bermuda may only declare or pay a dividend if Aspen Holdings or
Aspen Bermuda, as the case may be, has no reasonable grounds for
believing that it is, or would after the payment be, unable to
pay its liabilities as they become due, or if the realizable
value of its assets would not be less than the aggregate of its
liabilities and its issued share capital and share premium
accounts.
Minimum Liquidity Ratio.
The Insurance Act
provides a minimum liquidity ratio for general business
insurers, like Aspen Bermuda. An insurer engaged in general
business is required to maintain the value of its relevant
assets at not less than 75% of the amount of its relevant
liabilities. Relevant assets include, but are not limited to:
cash and time deposits, quoted investments, unquoted bonds and
debentures, first liens on real estate, investment income due
and accrued, accounts and premiums receivable and reinsurance
balances receivable. There are certain categories of assets
which, unless specifically permitted by the BMA, do not
automatically qualify as relevant assets, such as unquoted
equity securities, investments in and advances to affiliates and
real estate and collateral loans. The relevant liabilities are
total general business insurance reserves and total other
liabilities less deferred income tax and sundry liabilities (by
interpretation, those not specifically defined).
Section 6A Orders.
The enhancement of the
new risk-based supervisory approach allows the BMA to analyze
the impact and probability of failures among insurers and target
those insurers, insurer classes, situations
and/or
activities that the BMA identifies as being at risk. In such
cases, the BMA would issue a Section 6A Order prescribing
additional capital and surplus requirements to be met by
insurers.
In determining whether an insurer conducts its business in a
prudential manner, the BMA will consider whether it maintains
sufficient capital to enable it to meet its obligations in light
of the size, business mix and risk-profile of the insurers
business.
The BMA is empowered, upon the application of an insurer, to
exempt such insurer from any ECR imposed upon it under a
Section 6A Order. An exemption to a Section 6A Order
may be granted where the BMA concludes that an exemption does
not prejudice the policyholders of that insurer and that the
insurers risk profile deviates materially from the
assumptions which led the BMA to imposing the Section 6A
Order. If the BMA elects not to exercise its discretion in favor
of an applicant insurer, then a right of appeal against a
decision of the BMA in respect of an adjustment to ECR and
available statutory capital and surplus is available to the
Appeals Tribunal.
Failure to Comply with ECR.
If an insurer
fails to comply with an ECR applicable to it under a
Section 6A Order then such insurer is prohibited from
declaring or paying any dividends until such failure is
rectified and the onus falls upon the insurer:
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within 14 days of becoming aware of such failure, to
provide a written report to the BMA regarding why it failed to
comply and proposed steps to be taken to rectify the failure;
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34
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within 45 days of becoming aware of such failure, to
provide to the BMA:
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unaudited interim statutory financial statements;
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the opinion of a loss reserve specialist;
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a general business solvency certificate in respect of those
financials; and
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a capital and solvency return reflecting an ECR prepared using
post failure data.
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Shareholder Controller Notification.
Any
person who becomes a holder of at least 10%, 20%, 33% or 50% of
our ordinary shares must notify the BMA in writing within
45 days of becoming such a holder or 30 days from the
date they have knowledge of having become such a holder,
whichever is later. The BMA may, by written notice, object to a
person holding 10%, 20%, 33% or 50% of our shares if it appears
to the BMA that the person is not fit and proper to be such a
holder. The BMA may require the holder to reduce their
shareholding in us and may direct, among other things, that the
voting rights attaching to their shares shall not be
exercisable. A person that does not comply with such a notice or
direction from the BMA will be guilty of an offense.
Supervision, Investigation and
Intervention.
The BMA may appoint an inspector
with extensive powers to investigate the affairs of Aspen
Bermuda if the BMA believes that such an investigation is in the
best interests of its policyholders or persons who may become
policyholders. In order to verify or supplement information
otherwise provided to the BMA, the BMA may direct Aspen Bermuda
to produce documents or information relating to matters
connected with its business. In addition, the BMA has the power
to require the production of documents from any person who
appears to be in possession of such documents. Further, the BMA
has the power, in respect of a person registered under the
Insurance Act, to appoint a professional person to prepare a
report on any aspect of any matter about which the BMA has
required or could require information. If it appears to the BMA
to be desirable in the interests of the clients of a person
registered under the Insurance Act, the BMA may also exercise
these powers in relation to any company which is or has at any
relevant time been (a) a parent company, subsidiary company
or related company of that registered person, (b) a
subsidiary company of a parent company of that registered
person, (c) a parent company of a subsidiary company of
that registered person or (d) a company in the case of
which a shareholder controller of that registered person, either
alone or with any associate or associates, holds 50% or more of
the shares or is entitled to exercise, or control the exercise,
of more than 50% of the voting power at a general meeting. If it
appears to the BMA that there is a risk of Aspen Bermuda
becoming insolvent, or that Aspen Bermuda is in breach of the
Insurance Act or any conditions imposed upon its registration or
is in breach of the ECR or a person has become or remains a
controller in breach of the Insurance Act, the BMA may, among
other things, direct Aspen Bermuda (i) not to take on any
new insurance business, (ii) not to vary any insurance
contract if the effect would be to increase its liabilities,
(iii) not to make certain investments, (iv) to
liquidate certain investments, (v) to maintain in, or
transfer to the custody of a specified bank, certain assets,
(vi) not to declare or pay any dividends or other
distributions or to restrict the making of such payments
and/or
(vii) to limit Aspen Bermudas premium income.
Disclosure of Information.
In addition to
powers under the Insurance Act to investigate the affairs of an
insurer, the BMA may require certain information from an insurer
(or certain other persons) to be produced to them. Further, the
BMA has been given powers to assist other regulatory
authorities, including foreign insurance regulatory authorities,
with their investigations involving insurance and reinsurance
companies in Bermuda but subject to restrictions. The grounds
for disclosure are limited and the Insurance Act provides
sanctions for breach of the statutory duty of confidentiality.
Under the Companies Act, the Bermuda Minister of Finance has
been given powers to assist a foreign regulatory authority which
has requested assistance in connection with enquiries being
carried out by it in the performance of its regulatory functions.
Bermuda Guidance Notes.
The BMA has issued
Guidance Notes through its web site at
www.bma.bm
, on the
application of the Insurance Act in respect of the duties,
requirements and
35
standards to be complied with by persons registered under the
Insurance Act or otherwise regulated under it and the procedures
and sound principles to be observed by such persons and by
auditors, principal representatives and loss reserve
specialists. The Guidance Notes provide guidance on, among other
things, the roles of the principal representative, approved
auditor, and approved actuary and corporate governance for
Bermuda insurers. The BMA has stated that the Guidance Notes
should be understood as reflecting the minimum standard that the
BMA expects insurers such as Aspen Bermuda and other relevant
parties to observe at all times.
Certain Other Bermuda Law
Considerations.
Aspen Holdings and Aspen Bermuda
will each also need to comply with the provisions of the
Companies Act regulating the payment of dividends and making of
distributions from contributed surplus. A company is prohibited
from declaring or paying a dividend, or making a distribution
out of contributed surplus, if there are reasonable grounds for
believing that: (a) the company is, or would after the
payment be, unable to pay its liabilities as they become due; or
(b) the realizable value of the companys assets would
thereby be less than the aggregate of its liabilities and its
issued share capital and share premium accounts.
Ordinary shares may be offered or sold in Bermuda only in
compliance with the provisions of the Investment Business Act of
2003 of Bermuda which regulates the sale of securities in
Bermuda. In addition, the BMA must approve all issuances and
transfers of shares of a Bermuda exempted company, other than in
cases where the BMA has granted a general permission. The BMA in
its policy dated June 1, 2005 provides that where any
equity securities of a Bermuda company are listed on an
appointed stock exchange, general permission is given for the
issue and subsequent transfer of the securities of the company
from
and/or
to a non-resident, for as long as any equity securities of the
company remain so listed. Notwithstanding the above general
permission, we have obtained from the BMA its permission for the
issue and free transferability of the ordinary shares in the
Company, as long as the shares are listed on the New York Stock
Exchange (NYSE) or other appointed stock exchange,
to and among persons who are non-residents of Bermuda for
exchange control purposes and of up to 20% of the ordinary
shares to and among persons who are residents in Bermuda for
exchange control purposes. The BMA and the Registrar of
Companies accept no responsibility for the financial soundness
of any proposal or for the correctness of any of the statements
made or opinions expressed in this report.
As well as having no restrictions on the degree of foreign
ownership, Aspen Holdings and Aspen Bermuda are not currently
subject to taxes computed on profits or income or computed on
any capital asset, gain or appreciation, or any tax in the
nature of estate duty or inheritance tax or to any foreign
exchange controls in Bermuda.
Under Bermuda law, non-Bermudians (other than spouses of
Bermudians) may not engage in any gainful occupation in Bermuda
without an appropriate governmental work permit. Work permits
may be granted or extended by the Bermuda government upon
showing that, after proper public advertisement in most cases,
no Bermudian (or spouse of a Bermudian) is available who meets
the minimum standard requirements for the advertised position.
In April 2001, the Bermuda government announced a policy
limiting the duration of work permits to six years, with certain
exemptions for key employees. All of our Bermuda-based
professional employees who require work permits have been
granted permits by the Bermuda government.
U.K.
and E.U. Regulation
General.
The Financial Services Authority (the
FSA) is the single statutory regulator responsible
for regulating the financial services industry in respect of the
carrying on of regulated activities (including
insurance, investment management, deposit taking and most other
financial services carried on by way of business in the U.K.),
with the objectives of maintaining market confidence, promoting
public understanding of the financial system, securing the
appropriate degree of protection for consumers, and fighting
financial crime. It is a criminal offense for any person to
carry on a regulated activity in the U.K. unless that person is
authorized by the FSA.
36
Under the Financial Services and Markets Act 2000
(FSMA), effecting or carrying out contracts of
insurance, within a class of general or long-term insurance, by
way of business in the United Kingdom, constitutes a regulated
activity requiring authorization. An authorized insurance
company must have permission for each class of insurance
business it intends to write.
Aspen U.K. has received authorization from the FSA to effect and
carry out in the United Kingdom contracts of insurance in all
classes of general (non-life) business. As an authorized insurer
in the United Kingdom, Aspen U.K. would be able to operate
throughout the European Economic Area (EEA), subject
to certain regulatory requirements of the FSA and in some cases,
certain local regulatory requirements. An insurance company with
FSA authorization to write insurance business in the United
Kingdom may provide cross-border services in other member states
of the EEA subject to notifying the FSA prior to commencement of
the provision of services and to the FSA not having good reason
to refuse consent. As an alternative, such an insurance company
may establish a branch office within another member state
subject to notifying the FSA prior to the establishment of the
branch and the FSA not having good reason to refuse consent; in
both cases the FSA will also notify the local regulatory body
that may advise additional requirements specific to its
jurisdiction that applies to the operation of the proposed
classes of business. In January 2008, Aspen U.K. opened a Dublin
branch pursuant to the procedure set out above. The FSA remains
responsible for the supervision of Aspen U.K.s European
branches. In May 2006, Aspen U.K. established a branch in Paris
conducting reinsurance business only. At that time, the French
authorities did not regulate reinsurance and therefore no
notifications were required.
As an FSA authorized insurer, the insurance and reinsurance
businesses of Aspen U.K. are subject to supervision by the FSA.
The FSAs rules are contained in its Handbook of
Rules & Guidance. The FSA requires directors and
senior management to put in place systems and controls
appropriate for the management of their business including
proper risk management. In accordance with the section of the
Handbook entitled Senior Management Arrangements, Systems
and Controls, risk policies for each of insurance, credit,
market, liquidity, operational and group risk are required to be
set by the authorized insurers governing body. Aspen U.K.
must also comply with applicable FSA insurance conduct of
business rules in connection with the regulation of the sale and
administration of general insurance, including the principle of
treating customers fairly. Changes in the scope of the
FSAs regulations from time to time may have a beneficial
or an adverse impact on the business of Aspen U.K.
Given that the framework for supervision of insurance and
reinsurance companies in the United Kingdom is heavily impacted
by E.U. directives (which are implemented by member states
through national legislation), changes at the E.U. level may
affect the regulatory scheme under which Aspen U.K. will
operate. One such directive, commonly known as the
Winding-Up
Directive, obliged the United Kingdom to ensure that, in
any insolvency or reorganization proceedings concerning an
insurer established in the United Kingdom, claims under
insurance contracts receive priority over claims under
reinsurance contracts. These rules, which were implemented into
law in the U.K. in April 2003, may have the effect that
prospective reinsureds may seek security for future claims under
reinsurance policies issued by Aspen U.K. which would increase
the cost to Aspen U.K. of writing reinsurance business.
E.U. directives are issued on a regular basis and may lead to
changes such as increased or risk-based minimum capital
requirements, although recent implementation of the Reinsurance
Directive will have little impact on Aspen U.K. in the U.K., as
the FSA has reflected the requirements of the Reinsurance
Directive in its rules for some time. However, although the
majority of the EEA member states have implemented the
directive, the impact across Europe and the impact on Aspen
Bermuda in relation to the provision of reinsurance to European
cedants may be greater and cannot be certain until all member
states have implemented the Reinsurance Directive.
In addition, the European Commission has clarified its approach
to the application of E.U. competition law in the commercial
insurance and reinsurance sectors. On September 25, 2007,
the European Commission published a report (Sector Inquiry under
Article 17 of Regulation (EC) No 1/2003 on business
insurance (Final Report) COM (2007) 556) setting out
its main findings. Aspen U.K. was not
37
among the many companies to receive formal requests for
information about business practices from the European
Commission. Aspen U.K. does not currently consider that the
Report has implications for Aspen U.K.s business
practices, but the Commissions approach may change in the
future.
Supervision.
The FSA carries out supervision
of insurance companies through a variety of methods, including
the collection of information from returns, review of
accountants reports, risk assessment visits to insurance
companies and regular meetings.
The FSA carried out a risk assessment visit to Aspen U.K. during
March and April 2008. Aspen U.K. does not believe that any
material items arose out of the visits. Aspen U.K. agreed to
provide information to the FSA as requested and hold regular
meetings with the FSA as required, six-monthly until July 2011,
when the next risk assessment visit is scheduled.
Solvency Requirements.
Aspen U.K. is required
to maintain a margin of solvency at all times, the calculation
of which depends on the type and amount of insurance business
written. The method of calculation of the solvency margin (or
capital resources requirement) is set out in the
FSAs Prudential Sourcebook for Insurers, and for these
purposes, all assets and liabilities are subject to specific
valuation rules. Failure to maintain capital resources equal to
our increases of the capital resources requirement is one of the
grounds on which wide powers of intervention conferred upon the
FSA may be exercised. For financial years ending on or after
January 1, 2004, the calculation of the required capital
resources requirement has been amended as a result of the
implementation of the E.U. Solvency I Directives. In respect of
liability business accepted, 150% of the actual premiums written
and claims incurred must be included in the calculation, which
has the effect of increasing the capital resources requirement
for Aspen U.K.
Each insurance company is required to calculate an ECR, which is
a risk-based formula for calculating capital needs, in addition
to its required minimum solvency margin. An insurer is also
required to maintain financial resources which are adequate,
both as to amount and quality, to ensure that there is no
significant risk that its liabilities cannot be met as they fall
due. This process is called the Individual Capital Assessment
(ICA). As part of the ICA, the insurer is required
to take comprehensive risk factors into account, including
market, credit, operational, liquidity and group risks, and to
carry out stress and scenario tests to identify an appropriate
range of realistic adverse scenarios in which the risk
crystallizes and to estimate the financial resources needed in
each of the circumstances and events identified. The FSA gives
individual capital guidance regularly to insurers and reinsurers
following receipt of ICAs. If the FSA considers that there are
insufficient capital resources it can give guidance advising the
insurer of the amount and quality of capital resources it
considers necessary for that insurer.
In addition, an insurer that is part of a group is required to
perform and submit to the FSA a solvency margin calculation
return in respect of its ultimate parent undertaking, in
accordance with the FSAs rules. This return is not part of
an insurers own solvency return and hence will not be
publicly available. Although there is no requirement for the
parent undertaking solvency calculation to show a positive
result where the ultimate parent undertaking is outside the EEA,
the FSA may take action where it considers that the solvency of
the insurance company is or may be jeopardized due to the group
solvency position. Further, an insurer is required to report in
its annual returns to the FSA all material related party
transactions (e.g., intra-group reinsurance, whose value is more
than 5% of the insurers general insurance business amount).
Restrictions on Dividend Payments.
U.K.
company law prohibits Aspen U.K. from declaring a dividend to
its shareholders unless it has profits available for
distribution. The determination of whether a company has
profits available for distribution is based on its accumulated
realized profits less its accumulated realized losses. While the
U.K. insurance regulatory laws impose no statutory restrictions
on a general insurers ability to declare a dividend, the
FSAs rules require maintenance of each insurance
companys solvency margin within its jurisdiction.
Reporting Requirements.
U.K. insurance
companies must prepare their financial statements under the U.K.
Companies Act 1985, as amended, which requires the filing with
the U.K. Companies House of
38
audited financial statements and related reports. In addition,
U.K. insurance companies are required to file with the FSA
regulatory returns, which include a revenue account, a profit
and loss account and a balance sheet in prescribed forms. These
returns must be filed with the FSA within two months and
15 days (or three months where the delivery of the return
is made electronically) after year-end.
Supervision of Management.
The FSA supervises
the management of insurance companies through the approved
persons regime, by which any appointment of persons to perform
certain specified controlled functions within a
regulated entity must be approved by the FSA.
Change of Control.
The FSA regulates the
acquisition of control of any U.K. insurance company
authorized under FSMA. Any company or individual that (together
with its or his associates) directly or indirectly acquires 10%
or more of the shares in a U.K. authorized insurance company or
its parent company, or is entitled to exercise or control the
exercise of 10% or more of the voting power in such authorized
insurance company or its parent company, would be considered to
have acquired control for the purposes of the
relevant legislation, as would a person who had significant
influence over the management of such authorized insurance
company or its parent company by virtue of his shareholding or
voting power in either. A purchaser of 10% or more of the
ordinary shares would therefore be considered to have acquired
control of Aspen U.K.
Under FSMA, any person proposing to acquire control
over a U.K. authorized insurance company must give prior
notification to the FSA of his intention to do so. The FSA would
then have three months to consider that persons
application to acquire control. In considering
whether to approve such application, the FSA must be satisfied
that both the acquirer is a fit and proper person to have such
control and that the interests of consumers would
not be threatened by such acquisition of control.
Failure to make the relevant prior application could result in
action being taken against Aspen U.K. by the FSA.
Intervention and Enforcement.
The FSA has
extensive powers to intervene in the affairs of an authorized
person, culminating in the ultimate sanction of the removal of
authorization to carry on a regulated activity. The FSA has
power, among other things, to enforce and take disciplinary
measures in respect of breaches of its rules by authorized firms
and approved persons.
Fees and Levies.
As an authorized insurer in
the United Kingdom, Aspen U.K. is subject to FSA fees and levies
based on Aspen U.K.s gross written premiums and gross
technical liabilities. The fees and levies charged by the FSA to
Aspen U.K. are not material to the Company. Our fees and levies
paid to the FSA were $0.2 million for 2008. The FSA also
requires authorized insurers to participate in an
investors protection fund, known as the Financial Services
Compensation Scheme.
Switzerland
Regulation
Aspen U.K. established a branch in Zurich, Switzerland to write
property and casualty reinsurance. The local Swiss regulator,
the Federal Office of Private Insurance (FOPI) has
confirmed that the Swiss branch of Aspen U.K. will not be
subject to its supervision under the Insurance Supervision Law,
so long as the Swiss branch only writes reinsurance. As of
January 1, 2009, the various Swiss regulators including
FOPI will merge into the new Financial Markets Supervisory
Authority (FINMA) which will supervise the entire
financial services industry, including banks, stock exchanges,
securities-dealers, collective investment schemes and insurance.
If Swiss legislation is amended, we may be subject to
supervision by FINMA in the future. Currently, the FSA assumes
regulatory authority over the Swiss branch.
Singapore
Regulation
On June 23, 2008, Aspen U.K. received approval from the
Monetary Authority of Singapore (MAS) to establish a
branch in Singapore initially writing property facultative
reinsurance business. We will also be writing property treaty
reinsurance business in Singapore. The activities of the
Singapore branch are regulated by the MAS.
39
Canada
Regulation
Aspen U.K. has a Canadian branch whose activities are regulated
by the Office of the Superintendent of Financial Institutions
(OSFI). OSFI carried out an inspection visit to the
Canadian branch of Aspen U.K. in June 2008. Aspen U.K. does not
believe that any material items arose out of the visit and is
awaiting the formal risk rating from OSFI.
Australian
Regulation
On November 27, 2008, Aspen U.K. received authorization
from the Australian Prudential Regulation Authority
(APRA) to establish a branch in Australia. The
branch will write property, casualty and specialty reinsurance
and the following insurance lines: professional liability,
director and officers liability, financial and political risks,
financial institutions, energy physical damage, marine, energy
and specialty liability and aviation hull and liability. APRA is
responsible for authorizing overseas companies wishing to carry
on insurance and reinsurance business in Australia. Aspen U.K.
is required to have its Australian branch operations subject to
APRAs prudential supervision, which includes the
requirement to maintain a certain level of assets in Australia.
Lloyds
Our Lloyds operations are subject to regulation by the
FSA, as established by FSMA. We received FSA authorization on
March 28, 2008 for AMAL. Our Lloyds operations are
also subject to supervision by the Council of Lloyds. We
received authorization from Lloyds for Syndicate 4711 on
April 4, 2008. The FSA has been granted broad authorization
and intervention powers as they relate to the operations of all
insurers, including Lloyds syndicates, operating in the
United Kingdom. Lloyds is authorized by the FSA and is
required to implement certain rules prescribed by the FSA, which
it does by the powers it has under the Lloyds Act 1982
relating to the operation of the Lloyds market.
Lloyds prescribes, in respect of its managing agents and
corporate members, certain minimum standards relating to their
management and control, solvency and various other requirements.
The FSA directly monitors Lloyds managing agents
compliance with the systems and controls prescribed by
Lloyds. If it appears to the FSA that either Lloyds
is not fulfilling its delegated regulatory responsibilities or
that managing agents are not complying with the applicable
regulatory rules and guidance, the FSA may intervene at its
discretion. We participate in the Lloyds market through
our ownership of AMAL and AUL. AMAL is the managing agent for
Syndicate 4711. AUL provides underwriting capacity to Syndicate
4711 and is therefore a Lloyds corporate member. By
entering into a membership agreement with Lloyds, AUL
undertakes to comply with all Lloyds bye-laws and
regulations as well as the provisions of the Lloyds Acts
and FSMA that are applicable to it. The operation of Syndicate
4711, as well as AUL and their respective directors, is subject
to the Lloyds supervisory regime.
Solvency Requirements.
Underwriting capacity
of a member of Lloyds must be supported by providing a
deposit (referred to as Funds at Lloyds) in
the form of cash, securities or letters of credit in an amount
determined under the ICA regime of the FSA as noted above. The
amount of such deposit is calculated for each member through the
completion of an annual capital adequacy exercise. Under these
requirements, Lloyds must demonstrate that each member has
sufficient assets to meet its underwriting liabilities plus a
required solvency margin. This margin can have the effect of
reducing the amount of funds available to distribute as profits
to the member or increasing the amount required to be funded by
the member to cover its solvency margin.
Restrictions.
A Reinsurance to Close
(RTC) is a contract to transfer the responsibility
for discharging all the liabilities that attach to one year of
account into a later year of account of the same or different
syndicate in return for a premium. If the managing agency
concludes that an appropriate RTC for a syndicate that it
manages cannot be determined or negotiated on commercially
acceptable terms in respect of a particular underwriting year,
it must determine that the underwriting year remain open and be
placed into run-off. During this period there cannot be a
release of the Funds at Lloyds of a corporate
40
member that is a member of that syndicate without the consent of
Lloyds and such consent will only be considered where the
member has surplus funds at Lloyds.
Intervention Powers.
The Council of
Lloyds has wide discretionary powers to regulate
members underwriting at Lloyds. It may, for
instance, change the basis on which syndicate expenses are
allocated or vary the Funds at Lloyds or the investment
criteria applicable to the provision of Funds at Lloyds.
Exercising any of these powers might affect the return on an
investment of the corporate member in a given underwriting year.
Further, it should be noted that the annual business plans of a
syndicate are subject to the review and approval of the
Lloyds Franchise Board. The Lloyds Franchise Board
was formally constituted on January 1, 2003. The Franchise
Board is responsible for setting risk management and
profitability targets for the Lloyds market and operates a
business planning and monitoring process for all syndicates.
If a member of Lloyds is unable to pay its debts to
policyholders, such debts may be payable by the Lloyds
Central Fund, which acts similarly to state guaranty funds in
the United States. If Lloyds determines that the Central
Fund needs to be increased, it has the power to assess premium
levies on current Lloyds members. The Council of
Lloyds has discretion to call or assess up to 3% of a
members underwriting capacity in any one year as a Central
Fund contribution.
U.S.
Regulation
Aspen Specialty is licensed and domiciled in North Dakota and is
eligible to write surplus lines policies on an approved,
non-admitted basis in 45 jurisdictions. Aspen Management is a
licensed surplus lines brokerage company based in Boston,
Massachusetts. It has resident licenses to transact business as
a licensed insurance producer and surplus lines broker in
Massachusetts, Georgia and Arizona. Aspen Management services
companies within the Aspen Group, and normally does not act on
behalf of third parties or market directly to the public,
although it is authorized to do so.
ASIS is a California-domiciled insurance producer authorized to
place excess and surplus lines business emanating in California.
ASIS is authorized to act on behalf of the Aspen Group and third
parties, under California law.
Aspen Re America is incorporated in Delaware and functions as a
reinsurance intermediary with offices in Connecticut, Illinois
and New York. It currently holds a corporate Connecticut
non-resident reinsurance intermediary license. It is also
eligible to operate in Georgia. Similarly, ARA-CA was created in
2007 to serve as a California reinsurance intermediary. Aspen Re
America and ARA-CA both act as brokers for Aspen U.K. only, and
do not currently serve as intermediaries for third parties or
market directly to the public, although they are authorized to
do so under their state licenses.
U.S. Insurance Holding Company Regulation of Aspen
Holdings.
Aspen Holdings, as the indirect parent
of Aspen Specialty, and Aspen U.S. Holdings, as the direct
parent of Aspen Specialty, ASIS and Aspen Management are subject
to the insurance holding company laws of North Dakota, where
Aspen Specialty is organized and domiciled. These laws generally
require the insurance holding company and each insurance company
directly or indirectly owned by the holding company to register
with the North Dakota Department of Insurance and to furnish
annual financial and other information about the operations of
companies within the holding company system. Generally, all
material transactions among companies in the holding company
system affecting Aspen Specialty, including sales, loans,
reinsurance agreements, service agreements and dividend
payments, must be fair and, if material or of a specified
category, require prior notice and approval or non-disapproval
by the North Dakota Commissioner of Insurance (NDCI).
Acquisition of Control of a North Dakota Domiciled Insurance
Company.
North Dakota law requires that before a
person can acquire control of any North Dakota domiciled
insurance company, such as Aspen Specialty, the acquisition of
control must be approved by the NDCI. The NDCI is required to
consider various factors, including the financial strength of
the applicant, the integrity and management experience of the
applicants Board of Directors and executive officers, the
applicants plans
41
for the future operations of the insurer and any possible
anti-competitive results in North Dakota that may arise from the
proposed acquisition of control.
North Dakota law provides that control over a North Dakota
domiciled insurer is presumed to exist if any person directly or
indirectly owns, controls, holds with the power to vote, or
holds proxies representing 10% or more of the voting securities
of a North Dakota insurer. Our bye-laws limit the voting power
of any shareholder to less than 9.5%; nevertheless, because a
person controlling 10% or more of our ordinary shares would
indirectly control the same percentage of the share capital of
Aspen Specialty, there can be no assurance that the NDCI would
not apply these restrictions on acquisition of control to any
proposed acquisition of 10% or more of our ordinary shares.
These laws may discourage potential acquisition proposals and
may delay, deter or prevent a change of control of Aspen
Holdings, including through transactions, and in particular
unsolicited transactions, that some or all of the shareholders
of Aspen Holdings might consider to be desirable.
Legislative Changes.
On November 26,
2002, TRIA was enacted and has been extended and amended twice
since then, most recently in 2007, now TRIPRA. The program is
now scheduled to expire on December 31, 2014. TRIA is
intended to ensure the availability of insurance coverage for
terrorist acts in the United States. This law requires insurers
writing certain lines of property and casualty insurance to
offer coverage against certain acts of terrorism causing damage
within the United States or to U.S. flagged vessels or
aircraft. In addition to extending the program, the 2007
legislation made certain other changes in the TRIA statute, the
most significant of which was to extend the scope of the program
to include acts of terrorism committed by domestic (i.e., U.S.)
persons (the scope was previously limited to acts of terrorism
committed by
non-U.S. persons.)
Thus, effective December 26, 2007, we are required to offer
terrorism coverage including both domestic and foreign
terrorism, and must therefore adjust the pricing of TRIA
coverage as appropriate to reflect the broader scope of coverage
being provided. TRIPRA does not require coverage under our
reinsurance contracts covering U.S. risks.
Aspen Specialty and Aspen U.K. are also subject to periodic
changes in U.S. state insurance legislation and insurance
department regulation which may materially affect the
liabilities assumed by the company in such states. For example,
in 2008, they were subject to regulations and orders issued by
the Louisiana and Texas insurance departments as a result of
Hurricanes Ike and Gustav. In addition to Louisiana and Texas,
Emergency Orders and related regulations continue to be issued
periodically by the states of California, Florida, Louisiana and
Mississippi and may impact the cancellation or non-renewal of
property policies issued in those states for an extended period
of time, increasing the potential liability to the company on
such extended policies. Failure to adhere to these regulations
could result in the imposition of fines, fees, penalties and
loss of approval to write business in such states. For
additional information on recent insurance legislation, see
Part I, Item 1A, Risk Factors Recent
events may result in political, regulatory and industry
initiatives which could adversely affect our business.
State Insurance Regulation.
State insurance
authorities have broad regulatory powers with respect to various
aspects of the surplus lines insurance business, including
licensing to transact business, admittance of assets to
statutory surplus, regulating unfair trade and claims practices,
establishing reserve requirements and solvency standards and
regulating investments and dividends. State insurance laws and
regulations require Aspen Specialty and Aspen U.K. to file
financial statements with insurance departments in every state
where it is licensed or authorized or accredited or eligible to
conduct insurance business; the operations of Aspen Specialty
are subject to examination by those departments at any time.
Aspen Specialty prepares statutory financial statements in
accordance with Statutory Accounting Practices (SAP)
and procedures prescribed or permitted by its domicile state
North Dakota. State insurance departments also conduct periodic
examinations of the books and records, financial reporting,
policy filings and market conduct of insurance companies
domiciled in their states, generally once every three to five
years. Examinations are generally carried out in cooperation
with the insurance departments of other states under guidelines
promulgated by the National Association of Insurance
Commissioners
42
(NAIC). The North Dakota regulator completed an
examination of Aspen Specialty in October 2008. Although we have
not yet received a draft Audit Report, a
wrap-up
meeting was held with the auditing team in October, and no
material issues were reported at such time. Financial statements
and other reports are also sent to other states where Aspen
Specialty is eligible to write business on a non-admitted basis.
Aspen Management which operates as a surplus lines brokerage
company must also maintain appropriate licenses to transact such
business in Massachusetts, Georgia, Arizona, and Illinois.
Similarly, ASIS is licensed in California and must maintain
producer licenses and surety bonds in California.
Aspen Re America, our primary reinsurance intermediary, is
subject to Delaware law and is regulated by the Connecticut,
Georgia, New York and Illinois departments of insurance. ARA-CA
is regulated as a reinsurance intermediary by California.
North Dakota State Dividend Limitations.
Under
North Dakota insurance law, Aspen Specialty may not pay
dividends to shareholders that exceed the greater of 10% of
Aspen Specialtys statutory surplus as shown on its latest
annual financial statement on file with the NDCI, or 100% of
Aspen Specialtys net income, not including realized
capital gains, for the most recent calendar year, without the
prior approval of the NDCI unless 30 days have passed after
receipt by the NDCI of notice of Aspen Specialtys
declaration of such payment without the NDCI having disapproved
of such payment. In addition, Aspen Specialty may not pay a
dividend, except out of earned, as distinguished from
contributed, surplus, nor when its surplus is less than the
surplus required by law for the kind or kinds of business the
company is authorized to transact, nor when the payment of a
dividend would reduce its surplus to less than such amount.
Aspen Specialty is required by North Dakota law to report to the
NDCI all dividends and other distributions to shareholders
within five business days following the declaration thereof and
not less than ten business days prior to payment thereof.
North Dakota State Risk-Based Capital
Regulations.
North Dakota requires that North
Dakota-domiciled insurers report their risk-based capital based
on a formula calculated by applying factors to various asset,
premium and reserve items. The formula takes into account the
risk characteristics of the insurer, including asset risk,
insurance risk, interest rate risk and business risk. The NDCI
uses the formula as an early warning regulatory tool to identify
possibly inadequately capitalized insurers for the purposes of
initiating regulatory action, and not as a means to rank
insurers generally. North Dakota insurance law imposes broad
confidentiality requirements on those engaged in any manner in
the insurance business and on the NDCI as to the use and
publication of risk-based capital data. The NDCI has explicit
regulatory authority to require various actions by, or to take
various actions against, insurers whose total adjusted capital
does not exceed certain risk-based capital levels.
Statutory Accounting Principles.
SAP is a
basis of accounting developed to assist insurance regulators in
monitoring and regulating the solvency of insurance companies.
SAP is primarily concerned with measuring an insurers
surplus to policyholders. Accordingly, statutory accounting
focuses on valuing assets and liabilities of insurers at
financial reporting dates in accordance with appropriate
insurance law and regulatory provisions applicable in each
insurers domiciliary state.
U.S. GAAP is concerned with a companys solvency, but
it is also concerned with other financial measurements, such as
income and cash flows. Accordingly, U.S. GAAP gives more
consideration to appropriate matching of revenue and expenses
and accounting for managements stewardship of assets than
does SAP. As a direct result, different assets and liabilities
and different amounts of assets and liabilities will be
reflected in financial statements prepared in accordance with
U.S. GAAP as opposed to SAP.
SAP established by the NAIC and adopted, in part, by the North
Dakota Department of Insurance, determines, among other things,
the amount of statutory surplus and statutory net income of our
U.S. insurance subsidiary and thus determines, in part, the
amount of funds they have available to pay as dividends to us.
43
Operations of Aspen U.K. and Aspen
Bermuda.
Aspen U.K. and Aspen Bermuda are not
admitted to do business in the United States, although Aspen
U.K. is eligible to write surplus lines business in 51
U.S. jurisdictions as an alien, non-admitted insurer. The
insurance laws of each state of the United States and of many
other countries regulate or prohibit the sale of insurance and
reinsurance within their jurisdictions by non-domestic insurers
and reinsurers. We do not intend that Aspen Bermuda maintains an
office or solicits, advertises, settles claims or conducts other
insurance activities in any jurisdiction other than Bermuda
where the conduct of such activities would require Aspen Bermuda
to be so admitted. However, Aspen Bermuda has been recently
authorized by the BMA to commence writing excess casualty
insurance business. This effectively means that
U.S. insureds are able to go out of state directly to Aspen
Bermuda to insure their risks without the involvement of a local
broker. Aspen U.K. does not maintain an office in the
U.S. but writes excess and surplus lines business as an
approved, but non-admitted, alien surplus lines insurer. It
accepts business only though licensed surplus lines brokers and
does not market directly to the public. Although it does not
underwrite or handle claims directly in the U.S., Aspen U.K. may
grant binding authorities and retain third-party administrators,
duly licensed, for the purpose of servicing U.S. clients.
Aspen U.K. has also issued binding authorities to Aspen
Management and ASIS.
In addition to the regulatory requirements imposed by the
jurisdictions in which they are licensed, reinsurers
business operations are affected by regulatory requirements in
various states of the United States governing credit for
reinsurance which are imposed on their ceding companies.
In general, a ceding company which obtains reinsurance from a
reinsurer that is licensed, accredited or approved by the
jurisdiction or state in which the reinsurer files statutory
financial statements is permitted to reflect in its statutory
financial statements a credit in an aggregate amount equal to
the liability for unearned premiums (which are that portion of
premiums written which applies to the unexpired portion of the
policy period) and loss reserves and loss adjustment expense
reserves ceded to the reinsurer. Aspen Bermuda is not licensed,
accredited or approved in any state in the United States. The
great majority of states, however, permit a credit to statutory
surplus resulting from reinsurance obtained from a non-licensed
or non-accredited reinsurer to the extent that the reinsurer
provides a letter of credit or other acceptable security
arrangement. A few states do not allow credit for reinsurance
ceded to non-licensed reinsurers except in certain limited
circumstances and others impose additional requirements that
make it difficult to become accredited.
For its U.S. reinsurance activities, Aspen U.K. has
established and must retain a multi-beneficiary U.S. trust
fund for the benefit of its U.S. cedants so that they are
able to take financial statement credit without the need to post
cedant-specific security. The minimum trust fund amount is
$20 million plus an amount equal to 100% of Aspen
U.K.s U.S. reinsurance liabilities, which were
$810.2 million and $939.3 million at December 31,
2007 and 2008, respectively. In the past, Aspen U.K. has applied
for trusteed reinsurer approvals in states where
U.S. cedants are domiciled and is currently an approved
trusteed reinsurer in 49 U.S. jurisdictions.
Recent and continuing well-publicized debates within the NAIC
concerning proposals by
non-U.S. reinsurers
to move to a geographically neutral credit for reinsurance
framework culminated on December 8, 2008 when the NAIC
approved a reinsurance regulatory modernization proposal that,
if implemented, will reduce U.S. collateral requirements
for highly-rated
non-U.S. reinsurers.
It is uncertain when or how the proposal will be implemented.
Until the new measures are implemented, the existing process
will remain in place. Proposals in Florida and New York to adopt
ratings-based credit for reinsurance standards progressed in
2008. Florida promulgated its new regulation on
September 16, 2008. New Yorks proposal remains
pending. Reinsurers, like Aspen U.K., that are highly rated and
highly capitalized will be able to offer U.S. cedents full
financial statement credit with lower collateral requirements if
they decide to seek approval under state requirements. We will
monitor the progress of the framework being implemented across
the U.S. states and will consider our position with regard
to seeking approval to reduce our collateral requirements.
Aspen U.K. is also writing surplus lines business in certain
states, as noted above. In certain U.S. jurisdictions, in
order to obtain surplus lines approvals and eligibilities, a
company must first be
44
included on the Quarterly Listing of Alien Insurers
(Quarterly Listing) that is maintained by the
International Insurers Department (IID) of the NAIC.
Aspen U.K.s name listed initially and remains today on the
Quarterly Listing.
Pursuant to the IID requirements, Aspen U.K. has established a
U.S. surplus lines trust fund with a U.S. bank to
secure U.S. surplus lines policies. The initial minimum
trust fund amount was $5.4 million. In subsequent years,
Aspen U.K. was required to add an amount equal to 30% of its
post-January 1, 2008 U.S. surplus lines liabilities,
as at year-end and certified by an actuary, subject to a maximum
of $60 million. In September 2006, the NAIC adopted a
proposal to substitute a $100 million trust fund maximum
for the $60 million trust fund cap and to alter
the basic funding formula by requiring 30% of the first
$200 million of surplus lines liabilities with decreasing
percentages as liabilities increase. As at December 31,
2008, Aspen U.K. increased its surplus lines trust fund to
$78.8 million.
As with the IID, certain jurisdictions require annual
requalification filings. Such filings customarily include
financial and related information, updated national and
state-specific business plans, descriptions of reinsurance
programs, updated officers and directors
biographical affidavits and similar information.
Apart from the financial and related filings required to
maintain Aspen U.K.s place on the Quarterly Listing and
its jurisdiction-specific approvals and eligibilities, Aspen
U.K. generally is not subject to much regulation by
U.S. jurisdictions. Specifically, rate and form regulations
otherwise applicable to authorized insurers generally do not
apply to Aspen U.K.s surplus lines transactions.
Similarly, U.S. solvency regulation tools, including
risk-based capital standards, investment limitations, credit for
reinsurance and holding company filing requirements, otherwise
applicable to authorized insurers do not generally apply to
alien surplus lines insurers such as Aspen U.K. However, Aspen
U.K. may be subject to state-specific incidental regulations in
areas such as those pertaining to post-disaster Emergency Orders
as noted above. We monitor all states for such activities and
comply as necessary to pertinent legislation or insurance
department directives, for all affected subsidiaries.
Lloyds is licensed as a market in Illinois and Kentucky to
write insurance business. It is also eligible to write surplus
lines and reinsurance business in all other U.S. states and
territories. Lloyds as a whole makes certain returns to
U.S. regulators and each syndicate makes returns to the New
York Insurance Department with respect to its surplus lines and
reinsurance business. Separate trust funds are in place to
support this business. Syndicate 4711 is also listed in the
Quarterly Listing of the IID. Syndicate 4711s trust fund
was $1.2 million for reinsurance and $10.0 million for
surplus lines as at December 31, 2008.
45
We outline below factors that could cause our actual results
to differ materially from those in the forward-looking and other
statements contained in this report and other documents that we
file with the Securities and Exchange Commission (the
SEC). The risks and uncertainties described below
are not the only ones we face. However, these are the risks our
management believes to be material as of the date of this
report. Additional risks not presently known to us or that we
currently deem immaterial may also impair our future business or
results of operations. Any of the risks described below could
result in a significant or material adverse effect on our
results of operations or financial condition.
Risks
Related to Our Company
The
current financial crisis has resulted in unprecedented levels of
financial market volatility, which may have a material adverse
affect on our business and results of operations.
Our results of operations are materially affected by conditions
in the global capital markets and the economy generally, both in
the United States and elsewhere around the world. The stress
experienced by global capital markets that began in the second
half of 2007 continued and substantially increased during 2008.
Recently, concerns over capitalization of financial
institutions, government intervention in the financial sector,
rapid changes in fiscal and monetary policies, the availability
and cost of credit, energy costs, geopolitical issues, the
U.S. mortgage market and declining real estate markets have
contributed to increased volatility and diminished expectations
for the economy and the markets going forward. These factors,
combined with declining business and consumer confidence and
increased unemployment, have precipitated an economic slowdown
and fears of a prolonged recession. In addition, the fixed
income markets are experiencing a period of extreme volatility
which has negatively impacted market liquidity conditions.
Initially, the concerns on the part of market participants were
focused on the
sub-prime
segment of the mortgage-backed securities market. However, these
concerns have since expanded to include a broad range of
mortgage-and asset-backed and other fixed income securities,
including those rated investment grade, the U.S. and
international credit and interbank money markets generally, and
a wide range of financial institutions and markets, asset
classes and sectors. As a result, the market for fixed income
instruments has experienced decreased liquidity, increased price
volatility, credit downgrade events, and increased probability
of default. Securities that are less liquid are more difficult
to value and may be hard to dispose of. Domestic and
international equity markets have also been experiencing
heightened volatility and turmoil, with companies that have
exposure to the real estate, mortgage and credit markets
particularly affected. These events and the continuing market
volatility have had, and may continue to have, an adverse effect
on us and enhance many of the risks that we usually face in our
business and our investments. See The
impairment of financial institutions increases our counterparty
risk; Certain of our policyholders and
counterparties may not pay premiums owed to us due to bankruptcy
or other reasons; Our purchase of
reinsurance subjects us to third-party credit risk, such
reinsurance may not be available on favorable terms or we may
choose to retain a higher proportion of particular risks than in
previous years; The effects of emerging
claims and coverage issues on our business are uncertain,
particularly under current adverse market conditions;
Deterioration in the public debt and equity
markets could lead to investment losses, which could affect our
financial results and ability to conduct business;
Recent events may result in political,
regulatory and industry initiatives which could adversely affect
our business, below.
If actual
claims exceed our loss reserves, our financial results could be
significantly adversely affected.
Our results of operations and financial condition depend upon
our ability to assess accurately the potential losses associated
with the risks that we insure and reinsure. To the extent actual
claims exceed our expectations, we will be required immediately
to recognize the less favorable experience. This could cause a
material increase in our provisions for liabilities and a
reduction in our profitability, including operating losses and
reduction of capital. It is possible that in the future, the
number of claims will increase, and their size and severity
could exceed our expectations. If unpredictable catastrophic
events
46
or other large losses occur, or if we fail to adequately manage
our exposure to losses or fail to adequately estimate our
reserve requirements, our actual losses and loss expenses may
deviate, perhaps substantially, from our reserve estimates. In
particular, the number of claims may increase as a result of
large liability losses, such as asbestos claims, or under
current market conditions, increased claims under professional
liability claims, D&O liability insurance, management and
technology liability, or political risk insurance.
We establish loss reserves to cover our estimated liability for
the payment of all losses and loss expenses incurred with
respect to premiums earned on the policies that we write. Under
U.S. GAAP, we are not permitted to establish reserves for
losses and loss expenses, which include case reserves and IBNR
reserves, until an event which gives rise to a claim occurs. As
a result, only reserves applicable to losses incurred up to the
reporting date may be set aside on our financial statements,
with no allowance for the provision of loss reserves to account
for possible other future losses.
Our current loss reserves are based on estimates involving
actuarial and statistical projections at a given point in time
of our expectations of the ultimate settlement and
administration costs of IBNR claims, based on facts and
circumstances then known, estimates of future trends in claim
frequency and severity and variable factors such as inflation.
We utilize actuarial models as well as historical insurance
industry loss development patterns to establish appropriate loss
reserves.
Our reserving process and methodology are subject to a quarterly
review under the supervision of our Reserve Committee (a
management committee), the results of which are presented to and
reviewed by our Audit Committee. Establishing an appropriate
level of loss reserves is an inherently uncertain process. The
inherent uncertainties of loss reserves generally are greater
for the reinsurance business as compared to the insurance
business, principally due to the necessary reliance on the
ceding company or insurer for information regarding losses, and
the lapse of time from the occurrence of the event to the
reporting of the loss to the reinsurer and the ultimate
resolution or settlement of the loss. In addition, although we
conduct our due diligence on the transactions we underwrite in
connection with our reinsurance business, we are also dependent
on the original underwriting decisions made by the ceding
companies. We are subject to the risk that the ceding clients
may not have adequately evaluated the risks to be reinsured and
that the premiums ceded may not adequately compensate us for the
risks we assume. Accordingly, actual claims and loss expenses
paid will likely deviate, perhaps substantially, from the
reserve estimates reflected in our consolidated financial
statements.
Our
financial condition and results of operations could be adversely
affected by the occurrence of catastrophic events such as
natural disasters.
As a part of our insurance and reinsurance operations, we have
assumed substantial exposure to losses resulting from natural
disasters and other catastrophic events. Catastrophes can be
caused by various events, including hurricanes, earthquakes,
hailstorms, explosions, severe winter weather, floods,
tornadoes, windstorms and wildfires. Many observers believe that
the Atlantic basin is in the active phase of a multi-decadal
cycle in which conditions in the ocean and atmosphere, including
warmer-than-average
sea-surface temperatures and low wind shear, enhance hurricane
activity. This increase in the number and intensity of tropical
storms and hurricanes can span multiple decades (approximately
20 to 30 years).
The incidence and severity of such catastrophes are inherently
unpredictable and our losses from catastrophes could be
substantial. The occurrence of large claims from catastrophic
events may result in substantial volatility in our financial
condition or results of operations for any fiscal quarter or
year and could have a material adverse effect on our financial
condition or results of operations and our ability to write new
business. In particular, we write a considerable amount of
business that is exposed to U.S. hurricanes and windstorms,
California earthquakes and natural perils in Europe and Asia.
This volatility is compounded by accounting conventions that do
not permit reinsurers to reserve for such catastrophic events
until they occur. We expect that increases in the values and
concentrations of insured property will increase the severity of
such occurrences per year in the future and that climate change
47
may increase the frequency of severe weather events.
Underwriting is inherently a matter of judgment, involving
important assumptions about matters that are unpredictable and
beyond our control, and for which historical experience and
probability analysis may not provide sufficient guidance.
Although we attempt to manage our exposure to these events, a
single catastrophic event could affect multiple geographic zones
or the frequency or severity of catastrophic events could exceed
our estimates, either of which could have a material adverse
effect on our financial condition or results of operations.
Events that are driven by U.S. hurricanes and windstorms or
earthquakes in California and natural perils in Europe and Asia
could have a material adverse effect on our financial condition
and results of operations.
The
failure of any risk management and loss limitation methods we
employ could have a material adverse effect on our financial
condition and our results of operations.
We manage our exposure to natural catastrophic losses by
analyzing the probability and severity of the occurrence of such
events and the impact of such events on our overall reinsurance
and insurance portfolio. We use various tools to analyze and
manage the reinsurance exposures we assume from ceding companies
and risks from a catastrophic event that could have an adverse
effect on our insurance portfolio. Our submission management
system, along with our accumulation control system, enables us
to simulate the effect on our portfolios probable maximum
loss of different participations on each treaty ahead of each
renewal period. We believe this enables us to manage our
aggregate exposures efficiently, control our probabilistic
exposures and ensure that our capacity is deployed
appropriately. We further believe our proprietary risk modeling
software enables us to assess the adequacy of risk pricing and
to monitor our overall exposure to risk in correlated geographic
zones. Our models and systems are relatively new and relatively
untested and we can give no assurance that the models and
assumptions used will accurately predict losses or assist us in
underwriting risks profitably. Further, we can give no assurance
that our risk modeling software is free of defects in the
modeling logic or in the software code. In addition, we have not
sought copyright or other legal protection of our proprietary
accumulation management system.
In addition, much of the information that we enter into our risk
modeling software is based on third-party data that we cannot be
sure is reliable, as well as estimates and assumptions that are
dependent on many variables, such as assumptions about demand
surge and storm surge, loss adjustment expenses, insured value
and storm intensity. Accordingly, if the estimates and
assumptions that we enter into our proprietary risk model are
incorrect, or if our proprietary risk model proves to be an
inaccurate forecasting tool, the losses we might incur from an
actual catastrophe could be materially higher than our
expectation of losses generated from modeled catastrophe
scenarios, and our financial condition and results of operations
could be adversely affected.
We seek to mitigate our loss exposure by writing a number of our
insurance and reinsurance contracts on an excess of loss basis,
such that we must pay losses that exceed a specified retention.
In addition, we limit program size for each client and from time
to time purchase reinsurance for our own account. In the case of
proportional property reinsurance treaties, we seek per
occurrence limitations or loss and loss expense ratio caps to
limit the impact of losses from any one event, though we may not
be able to obtain such limits based on market conditions at such
time. We also seek to limit our loss exposure by geographic
diversification. Geographic zone limitations involve significant
underwriting judgments, including the determination of the area
of the zones and the inclusion of a particular policy within a
particular zones limits. We also apply a similar approach
to our political risk exposures.
Various provisions of our policies, such as limitations or
exclusions from coverage or choice of forum, negotiated to limit
our risks may not be enforceable in the manner we intend. We
cannot be sure that any of these loss limitation methods will be
effective or that disputes relating to coverage will be resolved
in our favor. As a result of the risks we insure and reinsure,
unforeseen events could result in claims that substantially
exceed our expectations, which could have a material adverse
effect on our financial condition or results of operations.
48
If actual
renewals of our existing contracts do not meet expectations, our
premiums written in future years and our future results of
operations could be materially adversely affected.
Many of our contracts in most of our lines of business, are
generally for a one-year term. In our financial forecasting
process, we make assumptions about the renewal of our prior
years contracts. If actual renewals do not meet
expectations or if we choose not to write on a renewal basis
because of pricing conditions, our premiums written in future
years and our future results of operations could be materially
adversely affected. This risk is especially prevalent in the
first quarter of each year when a larger number of reinsurance
contacts are subject to renewal.
Our Insurance Subsidiaries are rated, and our Lloyds
business benefits from a rating by one or more of
A.M. Best, S&P and Moodys, and a decline in any
of these ratings could affect our standing among brokers and
customers and cause our sales and earnings to decrease.
Ratings have become an increasingly important factor in
establishing the competitive position of insurance and
reinsurance companies. The ratings of our Insurance Subsidiaries
are subject to periodic review by, and may be placed on
creditwatch, revised downward or revoked at the sole discretion
of, A.M. Best, S&P
and/or
Moodys. On December 19, 2008, A.M. Best affirmed
Aspen Bermudas and Aspen U.K.s financial strength
rating to A (Excellent). In addition, our business written
through Syndicate 4711 benefits from Lloyds rating which
is currently A (Excellent) by A.M. Best and A+ (Strong) by
S&P. If our or Lloyds ratings are reduced from their
current levels by any of A.M. Best, Moodys or
S&P, our competitive position in the insurance industry
might suffer and it might be more difficult for us to market our
products and to expand our insurance and reinsurance portfolio
and renew our existing insurance and reinsurance policies and
agreements. A downgrade also may require us to establish trusts
or post letters of credit for ceding company clients, and could
trigger provisions allowing some ceding company clients to
terminate their insurance and reinsurance contracts with us.
Some contracts also provide for the return of premium to the
ceding client in the event of a downgrade. It is increasingly
common for our reinsurance contracts to contain such terms. A
significant downgrade could result in a substantial loss of
business as ceding companies and brokers that place such
business move to other reinsurers with higher ratings and
therefore may materially and adversely impact our business,
results of operations, liquidity and financial flexibility.
A downgrade of the financial strength rating of Aspen U.K.,
Aspen Bermuda or Aspen Specialty by A.M. Best below
B++ or by S&P below A− would
constitute an event of default under our revolving credit
facility with Barclays Bank PLC and other lenders, which might
adversely impact our liquidity and financial flexibility.
The preparation of our financial statements requires us to
make many estimates and judgments that are more difficult than
those made in a more mature company because we have more limited
historical information through December 31, 2008.
The preparation of our consolidated financial statements
requires us to make many estimates and judgments that affect the
reported amounts of assets, liabilities (including reserves),
revenues and expenses and related disclosures of contingent
liabilities. On an ongoing basis, we evaluate our estimates,
including those related to revenue recognition, insurance and
other reserves, reinsurance recoverables, investment valuations,
intangible assets, bad debts, impairments, income taxes,
contingencies, derivatives and litigation. We base our estimates
on historical experience, where possible, and on various other
assumptions that we believe to be reasonable under the
circumstances, which form the basis for our judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources.
Estimates and judgments for a relatively new insurance and
reinsurance company, like us, are more difficult to make than
those made for a more mature company because we have more
limited historical information through December 31, 2008. A
significant part of our current loss reserves is in respect of
IBNR. This IBNR reserve is based almost entirely on estimates
involving actuarial and statistical projections of our
expectations of the ultimate settlement and administration
costs. In addition to limited
49
historical information, we utilize actuarial models as well as
historical insurance industry loss development patterns to
establish loss reserves. Accordingly, actual claims and claim
expenses paid may deviate, perhaps substantially, from the
reserve estimates reflected in our financial statements.
The
impairment of financial institutions increases our counterparty
risk.
We have exposure to many different industries and
counterparties, and routinely execute transactions with
counterparties in the financial services industry, including
brokers and dealers, commercial banks, investment banks, and
other institutions. We also hold as investments various fixed
interest securities issued by financial institutions, which may
be unsecured. Many of these transactions expose us to credit
risk in the event of default of our counterparty. In addition,
with respect to secured transactions, our credit risk may be
exacerbated when our collateral cannot be realized or is
liquidated at prices not sufficient to recover the full amount
of the loan or derivative exposure due to it. Any such losses or
impairments to the carrying value of these assets could
materially and adversely affect our business and results of
operations.
Certain
of our policyholders and intermediaries may not pay premiums
owed to us due to bankruptcy or other reasons.
Bankruptcy, liquidity problems, distressed financial condition
or the general effects of economic recession may increase the
risk that policyholders or intermediaries, such as insurance
brokers, may not pay a part of or the full amount of premiums
owed to us, despite an obligation to do so. The terms of our
contracts may not permit us to cancel our insurance even though
we have not received payment. If non-payment becomes widespread,
whether as a result of bankruptcy, lack of liquidity, adverse
economic conditions, operational failure or otherwise, it could
have a material adverse impact on our revenues and results of
operations.
Our
purchase of reinsurance subjects us to third-party credit risk,
such reinsurance may not be available on favorable terms or we
may choose to retain a higher proportion of particular risks
than in previous years.
We purchase reinsurance for our own account in order to mitigate
the effect of certain large and multiple losses upon our
financial condition. Our reinsurers are dependent on their
ratings in order to continue to write business, and some have
suffered downgrades in ratings as a result of their exposures in
the past. Our reinsurers may also be affected by recent adverse
developments in the financial markets, which could adversely
affect their ability to meet their obligations to us. A
reinsurers insolvency, its inability to continue to write
business or its reluctance to make timely payments under the
terms of its reinsurance agreement with us could have a material
adverse effect on us because we may remain liable to our
insureds or cedants.
From time to time, market conditions have limited, and in some
cases have prevented, insurers and reinsurers from obtaining the
types and amounts of reinsurance that they consider adequate for
their business needs. Accordingly, we may not be able to obtain
our desired amount of retrocession protection on terms that are
acceptable to us from entities with a satisfactory credit
rating. We also may choose to retain a higher proportion of
particular risks than in previous years due to pricing, terms
and conditions or strategic emphasis. We have sought alternative
ways of reducing our risk such as catastrophe bonds, and we may
seek other ways such as sidecars or other capital market
solutions, which solutions may not provide commensurate levels
of protection compared to traditional retrocession. Our
inability to obtain adequate reinsurance or other protection for
our own account could have a material adverse effect on our
business, results of operations and financial condition.
50
The
effects of emerging claim and coverage issues on our business
are uncertain, particularly under current adverse market
conditions.
As global financial conditions continue to worsen and industry
practices and legal, judicial, social and other environmental
conditions change, unexpected and unintended issues related to
claims and coverage may emerge. These issues may adversely
affect our business by either extending coverage beyond our
underwriting intent or by increasing the number or size of
claims. In some instances, these changes may not become apparent
until some time after we have issued insurance or reinsurance
contracts that are affected by the changes. As a result, the
full extent of our liability under insurance or reinsurance
policies may not be known for many years after the policies are
issued. Emerging claim and coverage issues could have an adverse
effect on our results of operations and financial condition.
In addition, we are unable to predict the extent to which the
courts may expand the theories of liability under a casualty
insurance contract, such as the range of the occupational
hazards causing losses under employers liability
insurance. In particular, our exposure to casualty reinsurance
and liability insurance lines increase our potential exposure to
this risk due to the uncertainties of expanded theories of
liability and the long-tail nature of these lines of
business.
We may face increased exposure as a result of litigation related
to the
sub-prime
housing market crisis, volatility in the capital and credit
markets and the distress of global financial institutions. These
economic and market conditions may increase allegations of
misconduct or fraud against institutions that are impacted.
Shareholders are bringing securities class actions against
companies and lawsuits against company executives, directors and
officers at investment banks, insurance companies,
U.S. sub-prime
lenders, Real Estate Investment Trusts (REITs), and
other financial institutions. Actions like this could result in
significant professional liability claims on D&O and
E&O policies. The full extent of our liability and exposure
to international financial institutions and
U.S. professional liability claims in our financial
institutions and management and technology liability insurance
lines as well as our casualty reinsurance segment may not be
known for many years after a contract is issued.
The aggregated risks associated with reinsurance underwriting
could adversely affect us.
In our reinsurance business, we do not separately evaluate each
of the individual risks assumed under most reinsurance treaties.
This is common among reinsurers. Therefore, we are largely
dependent on the original underwriting decisions made by ceding
companies. We are subject to the risk that the ceding companies
may not have adequately evaluated the risks to be reinsured and
that the premiums ceded to us may not adequately compensate us
for the risks we assume.
We could face unanticipated losses from war, terrorism and
political instability, and these or other unanticipated losses
could have a material adverse effect on our financial condition
and results of operations.
We may have substantial exposure to large, unexpected losses
resulting from future man-made catastrophic events, such as acts
of war, acts of terrorism and political instability. Although we
may attempt to exclude losses from terrorism and certain other
similar risks from some coverages we write, we may not be
successful in doing so. In our political and financial risk
lines, we write traditional political risks including equity
based investment risks; lenders interest; asset protection
against political violence and related physical damage. These
risks are inherently difficult to underwrite as they require a
complex evaluation of the credit and geo-political risks. We
also underwrite financial risk which includes all types of
trade, debt and project finance. Although we attempt to manage
our risk by diversifying our portfolio and enforcing line size
and country aggregation limits, in the current economic climate,
there could be an increase in frequency
and/or
severity of political events in multiple countries that could
result in losses that could materially exceed our expectations.
We also write war and terrorism cover on a stand-alone basis,
although such stand-alone policies are written on a greatly
reduced net basis. For example, we generally exclude acts of
terrorism and losses stemming from nuclear, biological, chemical
and radioactive events; however, some states in the United
States do not permit exclusion of fires following terrorist
attacks from insurance policies and reinsurance
51
treaties. Where we believe we are able to obtain pricing that
adequately covers our exposure, we have written a limited number
of reinsurance contracts covering solely the peril of terrorism,
including losses stemming from nuclear, biological, chemical and
radioactive events. These risks are inherently unpredictable and
recent events may lead to increased frequency and severity of
losses. It is difficult to predict the timing of these events
with statistical certainty or to estimate the amount of loss
that any given occurrence will generate. To the extent that
losses from these risks occur, our financial condition and
results of operations could be materially adversely affected.
We could
be adversely affected by the loss of one or more principal
employees or by an inability to attract and retain senior
staff.
Our success will depend in substantial part upon our ability to
retain our principal employees and to attract additional
employees. We rely substantially upon the services of our senior
management team. Although we have employment agreements with all
of the members of our senior management team, if we were to
unexpectedly lose the services of members of our senior
management team our business could be adversely affected. We do
not currently maintain key-man life insurance policies with
respect to any of our employees.
The loss
of underwriters or underwriting teams could adversely affect
us.
Our success has depended, and will continue to depend, in
substantial part upon our ability to attract and retain our
teams of underwriters in various business lines. Although we are
not aware of any planned departures, the loss of one or more of
our senior underwriters could adversely impact our business by,
for example, making it more difficult to retain clients or other
business contacts whose relationship depends in part on the
service of the departing personnel. In addition, the loss of
services of underwriters could strain our ability to execute our
new business lines, as described elsewhere in this report. In
general, the loss of key services of any members of our current
underwriting teams may adversely affect our business and results
of operations.
Our
business could be adversely affected by Bermuda employment
restrictions.
From time to time, we may need to hire additional employees to
work in Bermuda. Under Bermuda law, non-Bermudians (other than
spouses of Bermudians) may not engage in any gainful occupation
in Bermuda without an appropriate governmental work permit. Work
permits may be granted or extended by the Bermuda government
upon showing that, after proper public advertisement in most
cases, no Bermudian (or spouse of a Bermudian) is available who
meets the minimum standard requirements for the advertised
position. In April 2001, the Bermuda government announced a
policy limiting the duration of work permits to six years, with
certain exemptions for key employees. The government in Bermuda
has also considered, from time to time, legislation that could
impose burdens on companies that may make it more difficult to
operate in Bermuda. Only three members of Aspen Bermudas
management team (or other officers) based in Bermuda are
Bermudian. As of December 31, 2008, we had
55 employees in Bermuda. Two of these employees are Julian
Cusack, the current Group Chief Operating Officer and Chairman
and CEO of Aspen Bermuda and James Few, Managing Director, Aspen
Re and Chief Underwriting Officer of Aspen Bermuda. Julian
Cusack and James Few are non-Bermudian and are working under
work permits that will expire in March 2013. Messrs. Cusack
and Few have key worker status and therefore term limits do not
apply. In such case, their work permits would only not be
renewed in the event that a Bermudian is qualified to perform
their duties. In 2008, we recruited and continue to recruit
additional employees to work in Bermuda for the Company or Aspen
Bermuda. None of our current Bermuda employees for whom we have
applied for a work permit has been denied. It is possible that
we could lose the services of Julian Cusack or James Few or
another key employee who is non-Bermudian if we were unable to
obtain or renew their work permits, which could have a material
adverse affect on our business.
52
We may be
unable to enter into sufficient reinsurance security
arrangements and the cost of these arrangements may materially
impact our margins.
As
non-U.S. reinsurers,
Aspen Bermuda and Aspen U.K. are required to post collateral
security with respect to liabilities they assume from ceding
insurers domiciled in the United States. The posting of
collateral security is generally required in order for
U.S. ceding companies to obtain credit in their
U.S. statutory financial statements with respect to
liabilities ceded to unlicensed or unaccredited reinsurers.
Under applicable statutory provisions, the security arrangements
may be in the form of letters of credit, reinsurance trusts
maintained by third-party trustees or funds-withheld
arrangements whereby the trust assets are held by the ceding
company. Aspen U.K. and Aspen Bermuda are required to post
letters of credit or establish other security for their
U.S. cedants in an amount equal to 100% of reinsurance
recoverables under the agreements to which they are a party with
the U.S. cedants.
In late 2007, chief insurance regulators in both Florida and New
York proposed similar ratings based credit for
reinsurance proposals. In relevant part,
non-U.S. reinsurers
like Aspen U.K. that are located in approved jurisdictions and
that maintain (i) minimum capital and surplus of at least
$250 million and (ii) specified ratings from at least
two nationally recognized rating agencies, would be able to
reduce their current reinsurance funding level of 100% of gross
reinsurance liabilities. U.S. cedants would still be able
to take 100% statement credit, at least for purposes of
financial statements filed in Florida and New York, despite
Aspen U.K.s reduced funding. Florida formally promulgated
such changes to its regulation regarding credit for reinsurance
on September 16, 2008, but the proposal in New York is
still pending. We will monitor the progress of the framework
being implemented across the U.S. states and will consider
our position with regard to seeking approval to reduce our
collateral requirements.
We have currently in place letters of credit facilities and
trust funds, as further described in Part II, Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity,
to satisfy these requirements. If these facilities are not
sufficient or if we are unable to renew these facilities at
their expiration due to credit market constraints or unable to
arrange for other types of security on commercially-acceptable
terms, the ability of Aspen Bermuda and Aspen U.K. to provide
reinsurance to
U.S.-
based
clients may be severely limited. Security arrangements may
subject our assets to security interests
and/or
require that a portion of our assets be pledged to, or otherwise
held by, third parties and, consequently, reduce the liquidity
of our assets. Although the investment income derived from our
assets while held in trust typically accrues to our benefit, the
investment of these assets is governed by the investment
regulations of the state of domicile of the ceding insurer,
which may be more restrictive than the investment regulations
applicable to us under Bermuda or U.K. law or under our
investment guidelines. These restrictions may result in lower
investment yields on these assets, which could adversely affect
our profitability. As at December 31, 2008, we have
$1,906.6 million in such trust funds or pledged as
collateral for secured letters of credit.
Government authorities are continuing to investigate the
insurance industry, which may adversely affect our business.
The Attorneys General for multiple states and other insurance
regulatory authorities have previously investigated a number of
issues and practices within the insurance industry, and in
particular insurance brokerage practices.
In addition, the European Commission has clarified its approach
to the application of EU competition law in the commercial
insurance and reinsurance sectors. On September 25, 2007,
the European Commission published a report (Sector Inquiry under
Article 17 of Regulation (EC) No 1/2003 on business
insurance (Final Report) COM (2007) 556) setting out
its main findings. Aspen U.K. was not among the many companies
to receive formal requests for information about business
practices from the European Commission. Aspen U.K. does not
currently consider that the Report has implications for Aspen
U.K.s business practices, but the Commissions
approach may change in the future.
53
To the extent that state regulation of brokers and
intermediaries becomes more onerous, costs of regulatory
compliance for Aspen Management, ASIS, Aspen Re America and
ARA-CA will increase. Finally, to the extent that any of the
brokers with whom we do business suffer financial difficulties
as a result of the investigations or proceedings, we could
suffer increased credit risk. See Our reliance
on brokers subjects us to their credit risk and
Since we depend on a few brokers for a large
portion of our insurance and reinsurance revenues, loss of
business provided by any one of them could adversely affect
us below.
These investigations of the insurance industry in general,
whether involving the Company specifically or not, together with
any legal or regulatory proceedings, related settlements and
industry reform or other changes arising therefrom, may
materially adversely affect our business and future financial
results or results of operations.
Recent investigations of certain reinsurance accounting
practices could adversely affect our business.
Certain reinsurance contracts are highly customized and
typically involve complicated structural elements.
U.S. GAAP governs whether or not a contract should be
accounted for as reinsurance. Contracts that do not meet these
U.S. GAAP requirements may not be accounted for as
reinsurance and are required to be accounted for as deposits.
These contracts also require judgments regarding the timing of
accruals under U.S. GAAP. As reported in the press, certain
insurance and reinsurance arrangements involving other
companies, and the accounting judgments that they have made, are
coming under scrutiny by the New York Attorney Generals
Office, the SEC and other governmental authorities. At this
time, we are unable to predict the ultimate effects, if any,
that these industry investigations and related settlements may
have upon the accounting practices for reinsurance and related
industry matters or what, if any, changes may be made to
practices involving financial reporting. Changes to any of the
foregoing could materially and adversely affect our business and
results of operations.
Our
reliance on brokers subjects us to their credit risk.
In accordance with industry practice, we generally pay amounts
owed on claims under our insurance and reinsurance contracts to
brokers and these brokers, in turn, pay these amounts over to
the clients that have purchased insurance or reinsurance from
us. Although the law is unsettled and depends upon the facts and
circumstances of the particular case, in some jurisdictions, if
a broker fails to make such a payment, in a significant majority
of business that we write, it is highly likely that we will be
liable to the client for the deficiency because of local laws or
contractual obligations. Likewise, when the client pays premiums
for these policies to brokers for payment over to us, these
premiums are considered to have been paid and, in most cases,
the client will no longer be liable to us for those amounts,
whether or not we have actually received the premiums.
Consequently, we assume a degree of credit risk associated with
brokers around the world with respect to most of our insurance
and reinsurance business. However, due to the unsettled and
fact-specific nature of the law, we are unable to quantify our
exposure to this risk. To date, we have not experienced any
material losses related to such credit risks.
Since we
depend on a few brokers for a large portion of our insurance and
reinsurance revenues, loss of business provided by any one of
them could adversely affect us.
We market our insurance and reinsurance worldwide primarily
through insurance and reinsurance brokers. See Item 1,
Business Business Distribution for our
principal brokers by segment. Several of these brokers also
have, or may in the future acquire, ownership interests in
insurance and reinsurance companies that compete with us, and
these brokers may favor their own insurers or reinsurers over
other companies. Loss of all or a substantial portion of the
business provided by one or more of these brokers could have a
material adverse effect on our business.
54
We rely
on third-party service providers for some claims
handling.
We rely on third-party service providers to assist in handling
some claims activity. If our third-party service providers fail
to perform as expected, it could have a negative impact on our
business and results of operations.
If we
fail to develop the necessary infrastructure as we grow, our
future financial results may be adversely affected.
Our expansion in the United Kingdom, United States and Bermuda
and our establishment of branch offices in Dublin, Paris,
Singapore, Australia and Zurich have placed and will continue to
place increased demands on our financial, managerial and human
resources. In addition, the increased regulatory complexity of
our business brought about by operating in multiple
jurisdictions increases our regulatory risk profile. To the
extent we are unable to attract additional professionals, our
financial, managerial and human resources may be strained. The
growth in our staff and infrastructure also creates more
managerial responsibilities for our current senior executives,
potentially diverting their attention from the underwriting and
business origination functions for which they are also
responsible. We have developed and are in the process of
implementing new information technology systems, including
underwriting and financial support systems. To the extent we are
not able to develop and implement new systems that meet our
business needs, we may be required to continue with our existing
arrangements or accept a less sophisticated system. Our future
profitability depends in part on our ability to further develop
our resources and effectively manage such transition or
expansion. Our inability to achieve such development or
effective management may impair our future financial results.
Acquisitions
or strategic investments that we may make could turn out to be
unsuccessful.
As part of our long-term strategy, we may pursue growth through
acquisitions
and/or
strategic investments in businesses. The negotiation of
potential acquisitions or strategic investments as well as the
integration of an acquired business or new personnel could
result in a substantial diversion of management resources.
Acquisitions could involve numerous additional risks such as
potential losses from unanticipated litigation, higher levels of
claims than is reflected in reserves and an inability to
generate sufficient revenue to offset acquisition costs. Any
future acquisitions may expose us to operational risks including:
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integrating financial and operational reporting systems;
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establishing satisfactory budgetary and other financial controls;
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funding increased capital needs and overhead expenses;
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the value of assets acquired may be lower than expected or may
diminish due to credit defaults or changes in interest rates and
liabilities assumed may be greater than expected; and
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financial exposures in the event that the sellers of the
entities we acquire are unable or unwilling to meet their
indemnification, reinsurance and other obligations to us.
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We have limited experience in identifying quality merger
candidates, as well as successfully acquiring and integrating
their operations.
Our ability to manage our growth through acquisitions or
strategic investments will depend, in part, on our success in
addressing these risks. Any failure by us to effectively
implement our acquisitions or strategic investment strategies
could have a material adverse effect on our business, financial
condition or results of operations.
55
We may
fail to execute our strategy in our new lines of business, which
would impair our future financial results.
Our expansion into new lines of business such as professional
liability insurance, excess casualty and non-marine
transportation liability in 2007, financial and political risk,
financial institutions and management and technology liability
insurance in 2008 and credit and surety reinsurance business
incepting in 2009, presents us with new and expanded challenges
and risks which we may not manage successfully. We are
continuing to expand our claims management function to support
these new lines of business. In general, our techniques for
evaluating and modeling risk in these new lines of business are
not as developed as the models for pre-existing lines of
business. If we fail to continue to develop the necessary
infrastructure, or otherwise fail to execute our strategy, our
results from these new lines of business will likely suffer,
perhaps substantially, and our future financial results may be
adversely affected.
We may
require additional capital in the future, which may not be
available or may only be available on unfavorable
terms.
Our future capital requirements depend on many factors,
including our ability to write new business successfully, to
deploy capital into more profitable business lines, to identify
acquisition opportunities, to manage investments and preserve
capital in volatile markets, and to establish premium rates and
reserves at levels sufficient to cover losses. We monitor our
capital adequacy on a regular basis. To the extent that our
funds are insufficient to fund future operating requirements
and/or
cover
claim losses, we may need to raise additional funds through
financings or curtail our growth and reduce our assets. Our
additional needs for capital will depend on our actual claims
experience, especially for any catastrophic events. Any equity,
hybrid or debt financing, if available at all, may be on terms
that are not favorable to us. In the case of equity financings,
dilution to our shareholders could result, and, in any case,
such securities may have rights, preferences and privileges that
are senior to those of our outstanding securities. If we cannot
obtain adequate capital on favorable terms or at all, our
business, operating results and financial condition could be
adversely affected. Under current market conditions, it may be
difficult to access the capital markets to meet our needs as
they arise.
Deterioration
in the public debt and equity markets could lead to investment
losses, which could affect our financial results and ability to
conduct business.
Our funds are invested by several professional investment
management firms under the direction of our Investment Committee
in accordance with detailed investment guidelines set by us. See
Business Investments under Item 1,
above. Although our investment policies stress diversification
of risks, conservation of principal and liquidity through
conservative investment guidelines, our investments are subject
to general economic conditions, market risks and fluctuations,
as well as to risks inherent in particular securities. Prolonged
and severe disruptions in the public debt and equity markets,
including, among other things, widening of credit spreads,
bankruptcies, government intervention in a number of large
financial institutions, defaults in the
U.S. sub-prime
mortgage market, and the significant ratings downgrades of some
credits, may put our investments at risk. The ongoing global
credit and liquidity crisis has caused significant price erosion
in even the highest rated plain vanilla securities.
Depending on market conditions, we could incur substantial
additional realized and unrealized investment losses in future
periods. Separately, the occurrence of large claims may force us
to liquidate securities at an inopportune time, which may cause
us to realize capital losses. Large investment losses could
decrease our asset base, thereby affecting our ability to
underwrite new business. Additionally, such losses could have a
material adverse impact on our equity, business and financial
strength and debt ratings. For the twelve months ended
December 31, 2008, 99.3% or $139.2 million, of our
income before tax was derived from our net invested assets.
56
Unexpected
volatility or illiquidity associated with our alternative
investment portfolio could significantly and negatively affect
our financial results and ability to conduct business.
As of December 31, 2008, we have invested 5.0% of our
investment portfolio in funds of hedge funds. The funds of hedge
funds in which we invest follow strategies that involve
investing in a broad range of investments, some of which have
been volatile. Further, because the funds in which we invest
impose limitations on the timing of withdrawals, we may be
unable to withdraw our investment from a particular fund on a
timely basis. We continue to assess our investment policy in
respect of our funds of hedge funds. In October 2008, we issued
redemption notices for approximately 40% of our funds of hedge
funds balances with a redemption date of December 31, 2008.
In February 2009, we issued redemption notices for the remainder
of our investments in funds of hedge funds. Continued volatility
or illiquidity associated with our alternative investment
portfolio could significantly and negatively affect our
financial results and ability to conduct business.
We may be
adversely affected by interest rate changes.
Our operating results are affected, in part, by the performance
of our investment portfolio. Our investment portfolio contains
fixed income securities which may be adversely affected by
changes in interest rates. The movement of market interest rates
has been volatile during 2008. Changes in interest rates could
also have an adverse effect on our investment income and results
of operations. For example, as interest rates have declined, our
funds reinvested will earn less than expected.
Interest rates are highly sensitive to many factors, including
governmental monetary policies, domestic and international
economic and political conditions and other factors beyond our
control. Although we attempt to take measures to manage the
risks of investing in a changing interest rate environment, we
may not be able to mitigate interest rate sensitivity
effectively. Our mitigation efforts include maintaining a
portfolio, diversified by obligor and emphasizing higher-rated
securities, with a 3.1 year duration to reduce the effect
of interest rate changes on book value. Despite our mitigation
efforts, a significant increase in interest rates could have a
material adverse effect on our book value.
Profitability
may be adversely impacted by inflation.
The effects of inflation could cause the severity of claims from
catastrophes or other events to rise in the future. Our
calculation of reserves for losses and loss expenses includes
assumptions about future payments for settlement of claims and
claims-handling expenses, such as medical treatments and
litigation costs. We write liability/casualty business in the
United States, the United Kingdom and Australia and certain
other territories, where claims inflation has in many
years run at higher rates than general inflation. To the extent
inflation causes these costs to increase above reserves
established for these claims, we will be required to increase
our loss reserves with a corresponding reduction in our net
income in the period in which the deficiency is identified. See
also Part II, Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
We may be
adversely affected by foreign currency fluctuations.
Our reporting currency is the U.S. Dollar. The functional
currencies of our segments are the U.S. Dollar, the British
Pound, the Euro, the Swiss Franc, the Australian Dollar and the
Singaporean Dollar. During the course of 2008, the
U.S. Dollar/ British Pound exchange rate, our most
significant exchange rate exposure, fluctuated from a high of
£1:$2.0397 to a low of £1:$1.4377. For the twelve
months ended December 31, 2008, 2007 and 2006, 14.1%, 10.3%
and 12.1%, respectively of our gross premiums were written in
currencies other than the U.S. Dollar and the British
Pound. A portion of our loss reserves and investments are also
in currencies other than the U.S. Dollar and the British
Pound. We may, from time to time, experience losses resulting
from fluctuations in the values of these
non-U.S./non-British
currencies, which could adversely affect our operating results.
We have used forward exchange contracts to manage our foreign
currency exposure. However, it is possible that we will not
successfully structure those contracts so as to effectively
manage these risks.
57
The
regulatory system under which we operate, and potential changes
thereto, could have a material adverse effect on our
business.
General.
Our insurance and reinsurance
subsidiaries may not be able to maintain necessary licenses,
permits, authorizations or accreditations in territories where
we currently engage in business or obtain them in new
territories, or may be able to do so only at significant cost.
In addition, we may not be able to comply fully with, or obtain
appropriate exemptions from, the wide variety of laws and
regulations applicable to insurance or reinsurance companies or
holding companies. Failure to comply with or to obtain
appropriate authorizations
and/or
exemptions under any applicable laws could result in
restrictions on our ability to do business or to engage in
certain activities that are regulated in one or more of the
jurisdictions in which we operate and could subject us to fines
and other sanctions, which could have a material adverse effect
on our business. In addition, changes in the laws or regulations
to which our insurance and reinsurance subsidiaries are subject
could have a material adverse effect on our business. See
Business Regulatory Matters in
Item 1, above.
Aspen U.K.
Aspen U.K. has authorization from
the FSA to write all classes of general insurance business in
the United Kingdom. As an FSA authorized insurer, the insurance
and reinsurance businesses of Aspen U.K. will be subject to
close supervision by the FSA. Changes in the FSAs
requirements from time to time may have an adverse impact on the
business of Aspen U.K.
If any entity were to hold 10% or more of the voting rights or
10% or more of the issued ordinary shares of Aspen Holdings,
transactions between Aspen U.K. and such entity may have to be
reported to the FSA if the value of those transactions exceeds
certain threshold amounts that would render them material
connected party transactions. In these circumstances, we can
give no assurance that these material connected party
transactions will not be subject to regulatory intervention by
the FSA.
Aspen U.K. is required to provide the FSA with information about
Aspen Holdings notional solvency, which involves
calculating the solvency position of Aspen Holdings in
accordance with the FSAs rules. In this regard, if Aspen
Bermuda, Aspen Specialty or Syndicate 4711 were to experience
financial difficulties, it could affect the solvency
position of Aspen Holdings and in turn trigger regulatory
intervention by the FSA with respect to Aspen U.K. Furthermore,
any transactions between Aspen U.K., AMAL (as managing agent of
Syndicate 4711), AUL (as corporate member of Syndicate 4711),
Aspen Specialty and Aspen Bermuda that are material connected
party transactions would also have to be reported to the FSA. We
can give no assurance that the existence or effect of such
connected party transactions and the FSAs assessment of
the overall solvency of Aspen Holdings and its subsidiaries,
even in circumstances where Aspen U.K. has on its face
sufficient assets of its own to cover its required margin of
solvency, would not result in regulatory intervention by the FSA
with regard to Aspen U.K.
In addition, given that the framework for supervision of
insurance and reinsurance companies in the United Kingdom must
comply with E.U. directives (which are implemented by member
states through national legislation), changes at the E.U. level
may affect the regulatory scheme under which Aspen U.K. will
operate. An E.U. review of the capital adequacy regime for
insurers, known as Solvency II, is currently in
progress and may lead to changes to Aspen U.K. capital
requirements. The FSAs existing regime is expected to meet
many of the new measures but insurers are expecting to undertake
a significant amount of work to ensure that they will meet the
new requirements. Solvency II is scheduled to be fully
implemented by 2012.
On December 10, 2005, the EU Reinsurance Directive came
into force. Member states had until December 9, 2007 to
implement the directive into domestic law. The U.K. completed
its implementation of the E.U. Reinsurance Directive on
December 10, 2007 and consequently Aspen U.K. is already
subject to these requirements. The E.U. Reinsurance Directive
could however, have an adverse effect on our other Insurance
Subsidiaries, such as Aspen Bermuda as, in order to conduct
reinsurance business in an EEA state, Aspen Bermuda may be
required to comply with the regulations set out in such state,
which may differ in each state. Therefore, it may be more
difficult for Aspen Bermuda to write reinsurance business in EEA
states.
58
Similarly we can give no assurance as to how E.U. and other
relevant competition laws will be applied within the sectors in
which Aspen U.K. is currently active. Although Aspen U.K. does
not currently expect to be adversely affected by any follow-on
enforcement action by the European Commission as a result of the
Commissions report on competition in the commercial
insurance and reinsurance sectors (Sector Inquiry under
Article 17 of Regulation (EC) No 1/2003 on business
insurance (Final Report) COM (2007) 556), unexpected
changes to market practices may be necessary or desirable as a
result of any action taken by the Commission.
The FSA requires insurers and reinsurers to calculate their ECR,
an indicative measure of the capital resources a firm may need
to hold, based on risk-sensitive calculations applied to its
business profile which includes capital charges based on assets,
claims and premiums. The level of ECR seems likely to be at
least twice the existing required minimum solvency margin for
most companies, although the FSA had already adopted an informal
approach of encouraging companies to hold at least twice the
current E.U. minimum. In addition, the FSA may give guidance
regularly to insurers under individual capital
guidance, which may result in guidance that a company
should hold in excess of the ECR. These changes may increase the
required regulatory capital of Aspen U.K.
Aspen U.K. is also presently admitted to do business in the
United Kingdom and is authorized to conduct business in Canada,
Switzerland, Australia, Singapore, France, Ireland, all other
EEA states and certain Latin American countries. In addition,
Aspen U.K. is eligible to write surplus lines business in 51
U.S. jurisdictions. We can give no assurance, however, that
insurance regulators in the United States, Bermuda or elsewhere
will not review the activities of Aspen U.K. and claim that
Aspen U.K. is subject to such jurisdictions licensing or
other requirements.
Aspen Bermuda.
Aspen Bermuda is a registered
Class 4 Bermuda insurance and reinsurance company. Among
other matters, Bermuda statutes, regulations and policies of the
BMA require Aspen Bermuda to maintain minimum levels of
statutory capital, surplus and liquidity, to meet solvency
standards, to obtain prior approval of ownership and transfer of
shares and to submit to certain periodic examinations of its
financial condition. These statutes and regulations may, in
effect, restrict Aspen Bermudas ability to write insurance
and reinsurance policies, to make certain investments and to
distribute funds.
With effect from December 31, 2008, the BMA introduced a
risk-based capital adequacy model called the BSCR for
Class 4 insurers like Aspen Bermuda to assist the BMA both
in measuring risk and in determining appropriate levels of
capitalization. In 2009, it is expected that insurers may
alternatively apply to have their internal models approved by
the BMA. Aspen Bermuda is capitalized in excess of the BSCR
model requirements.
Aspen Bermuda does not maintain a principal office, and its
personnel do not solicit, advertise, settle claims or conduct
other activities that may constitute the transaction of the
business of insurance or reinsurance, in any jurisdiction in
which it is not licensed or otherwise not authorized to engage
in such activities. Although Aspen Bermuda does not believe it
is or will be in violation of insurance laws or regulations of
any jurisdiction outside Bermuda, inquiries or challenges to
Aspen Bermudas insurance or reinsurance activities may
still be raised in the future.
The offshore insurance and reinsurance regulatory environment
has become subject to increased scrutiny in many jurisdictions,
including the United States and various states within the United
States. Compliance with any new laws, regulations or settlements
impacting offshore insurers or reinsurers, such as Aspen
Bermuda, could have a material adverse effect on our business.
Aspen Managing Agency Limited and Aspen Underwriting
Limited.
AMAL is the managing agency and AUL is
the sole corporate member for our new Lloyds platform,
Syndicate 4711. Both entities are incorporated in the U.K. Both
the FSA and Lloyds have regulatory authority over AMAL and
Lloyds has regulatory authority over AUL. Both regulators
have substantial powers in relation to the companies they
regulate, including the removal of authorization to carry on a
regulated activity or to continue as a member of Lloyds.
59
The Council of Lloyds has wide discretionary powers to
regulate members of Lloyds. It may, for instance, vary the
method by which the capital requirement is determined, or the
investment criteria applicable to Funds at Lloyds. The
former restriction might affect the maximum amount of the
overall premium income that we are able to underwrite and both
might affect our return on investments.
The Lloyds Franchise Board also has wide discretionary
powers in relation to the business of Lloyds managing
agents, such as AMAL, including the requirement for compliance
with the franchise performance and underwriting guidelines. The
Lloyds Franchise Board imposes certain restrictions on
underwriting or on reinsurance arrangements for any Lloyds
syndicate and changes in these requirements imposed on us may
have an adverse impact on our ability to underwrite which in
turn will have an adverse effect on our financial performance.
Changes in Lloyds regulation or other developments in the
Lloyds market could make operating Syndicate 4711
less attractive. For example, a managing agent may determine, in
conjunction with the auditors of the relevant syndicate, what
funds are required to meet a cash deficiency prior to the
closure of the relevant year of account. In this event, the
managing agent may call on the members supporting that syndicate
for further funds. Any early call for funds in this manner may
adversely affect our cash flow and may have a detrimental impact
on earnings, dividends and asset values. Additionally,
Lloyds imposes a number of charges on businesses operating
in the Lloyds market, including, for example, annual
subscriptions and central fund levies for members and policy
signing charges. Despite the principle that each member of
Lloyds is only responsible for a proportion of risk
written on his or her behalf, a central fund acts as a
policyholders protection fund to make payments where other
members have failed to pay valid claims. The Council of
Lloyds may resolve to make payments from the central fund
for the advancement and protection of members, which could lead
to additional or special levies being payable by Syndicate 4711.
The bases and amounts of these charges may be varied by
Lloyds and could adversely affect our financial and
operating results. Syndicate 4711 may be affected by a
number of other changes in Lloyds regulation, such as
changes to the process for the release of profits and new member
compliance requirements.
The ability of Lloyds syndicates to trade in certain
classes of business at current levels may be dependent on the
maintenance by Lloyds of a satisfactory credit rating
issued by an accredited rating agency. At present, the financial
security of the Lloyds market is regularly assessed by
three independent rating agencies, A.M. Best, S&P and
Fitch Ratings. See Our Insurance Subsidiaries
are rated, and our Lloyds business benefits from a rating,
by one or more of A.M. Best, S&P and Moodys, and
a decline in any of these ratings could affect our standing
among brokers and customers and cause our sales and earnings to
decrease, above.
Aspen Specialty.
Aspen Specialty is organized
in and has received a license to write certain lines of
insurance business in the State of North Dakota and, as a
result, is subject to North Dakota law and regulation under the
supervision of the Commissioner of Insurance of the State of
North Dakota. The NDCI also has regulatory authority over a
number of affiliate transactions between Aspen Specialty and
other members of our holding company system. The purpose of the
state insurance regulatory statutes is to protect
U.S. insureds and U.S. ceding insurance companies, not
our shareholders or noteholders. Among other matters, state
insurance regulations will require Aspen Specialty to maintain
minimum levels of capital, surplus and liquidity, require Aspen
Specialty to comply with applicable risk-based capital
requirements and will impose restrictions on the payment of
dividends and distributions. These statutes and regulations may,
in effect, restrict the ability of Aspen Specialty to write new
business or distribute assets to Aspen Holdings.
New laws and regulations or changes in existing laws and
regulations or the interpretation of these laws and regulations
could have a material adverse effect on our business or results
of operations.
60
Along
with our peers in the industry, we will continue to monitor such
changes in existing laws and regulations and the possibility of
a dual regulatory framework in the U.S.
In recent years, the U.S. insurance regulatory framework
has come under increased federal scrutiny, and some state
legislators have considered or enacted laws that may alter or
increase state regulation of insurance and reinsurance companies
and holding companies. In addition, some members of Congress
have begun to explore whether the federal government should play
a greater role in the regulation of insurance. Especially in
light of the recent financial markets crisis, it is possible in
the near future that the U.S. Congress will seek to
regulate insurers (potentially both domestic insurers and
foreign and surplus lines insurers) under a dual regulatory
system, with significant state and federal level oversight.
Moreover, the NAIC, an association of the insurance
commissioners of all 50 states and the District of
Columbia, and state insurance regulators regularly examine
existing laws and regulations. Changes in federal or state laws
and regulations or the interpretation of such laws and
regulations could have a material adverse effect on our business.
In response to the tightening of supply in certain insurance and
reinsurance markets resulting from, among other things, the
World Trade Center tragedy, TRIA was enacted in 2002 to ensure
the availability of insurance coverage for certain terrorist
acts in the United States. This law has been extended twice,
most recently on December 26, 2007, and is currently
scheduled to expire on December 31, 2014. TRIA established
a federal assistance program to help the commercial property and
casualty insurance industry cover claims related to future
terrorism related losses and regulates the terms of insurance
relating to terrorism coverage. In addition to extending the
program, the 2007 legislation made certain other changes in the
TRIA statute, the most significant of which was to extend the
scope of the program to include acts of terrorism committed by
domestic (i.e., U.S.) persons (the scope was previously limited
to acts of terrorism committed by
non-U.S. persons).
Thus, effective December 26, 2007, Aspen Specialty is
required to offer terrorism coverage including both domestic and
foreign terrorism, and has adjusted the pricing of TRIA coverage
as appropriate to reflect the broader scope of coverage being
provided.
Our
ability to pay dividends or to meet ongoing cash requirements
may be constrained by our holding company structure.
We are a holding company and, as such, have no substantial
operations of our own. We do not expect to have any significant
operations or assets other than our ownership of the shares of
our Insurance Subsidiaries. Dividends and other permitted
distributions from our Insurance Subsidiaries are expected to be
our sole source of funds to meet ongoing cash requirements,
including our debt service payments and other expenses, and to
pay dividends, to our preference shareholders and ordinary
shareholders, if any. Our Insurance Subsidiaries are subject to
significant regulatory restrictions limiting their ability to
declare and pay dividends. The inability of our Insurance
Subsidiaries to pay dividends in an amount sufficient to enable
us to meet our cash requirements at the holding company level
could have a material adverse effect on our business. See
Business Regulatory Matters
Bermuda Regulation Restrictions on Dividends and
Distributions, Business Regulatory
Matters U.K. and E.U. Regulation
Restrictions on Dividend Payments, and
Business Regulatory Matters
U.S. Regulation North Dakota State Dividend
Limitations in Item 1 above.
Certain
regulatory and other constraints may limit our ability to pay
dividends.
We are subject to Bermuda regulatory constraints that will
affect our ability to pay dividends on our ordinary shares and
make other payments. Under the Companies Act, we may declare or
pay a dividend out of distributable reserves only if we have
reasonable grounds to believe that we are, and would after the
payment be, able to pay our liabilities as they become due and
if the realizable value of our assets would thereby not be less
than the aggregate of our liabilities and issued share capital
and share premium accounts. If you require dividend income you
should carefully consider these risks before investing in us.
For more information regarding restrictions on the payment of
dividends by us and our Insurance Subsidiaries, see
Business Regulatory Matters in
Item 1 above and Managements Discussion and
Analysis of Financial Condition and Results of
Operations Liquidity in Part II,
Item 7.
61
Risks
Related to Our Industry
We
operate in a highly competitive environment, and substantial new
capital inflows into the insurance and reinsurance industry may
increase competition.
The insurance and reinsurance industry is highly competitive.
See Business Competition in Item 1
above for a list of our competitors. We compete primarily on the
basis of experience, the strength of our client relationships,
reputation, premiums charged, policy and contract terms and
conditions, products offered, speed of claims payment, overall
financial strength, ratings and scope of business (both by size
and geographic location).
A number of Bermuda-based insurance and reinsurance entities
compete in the same market segments in which we operate and have
also raised additional capital to support their operations. Many
of these entities derive their profits primarily through Bermuda
operations and, consequently, may achieve a lower overall global
effective tax rate than we do. In addition, in recent years, a
number of new Bermuda-based and Lloyds
start-up
entities have raised capital and compete in lines of business
similar to our lines of business. Several insurance and
reinsurance entities have also entered into reinsurance
arrangements with sidecar reinsurers, enabling those
entities to increase their reinsurance capacity and thereby
increasing competition for reinsurance contracts. We may not be
aware of additional companies that may be planning to enter the
lines of business of the insurance and reinsurance market in
which we operate or of existing companies that may be planning
to raise additional capital.
Increased competition could result in fewer submissions, lower
premium rates and less favorable policy terms and conditions,
which could have a material adverse impact on our growth and
profitability. We have recently experienced increased
competition in some lines of business which has caused a decline
in rate increases or a reduction in rates.
In addition, insureds have been retaining a greater proportion
of their risk portfolios than previously, and industrial and
commercial companies have been increasingly relying upon their
own subsidiary insurance companies, known as captive insurance
companies, self-insurance pools, risk retention groups, mutual
insurance companies and other mechanisms for funding their
risks, rather than risk transferring insurance. This has put
downward pressure on insurance premiums.
Further, insurance/risk-linked securities, catastrophe bonds and
derivatives and other non-traditional risk transfer mechanisms
and vehicles are being developed and offered by other parties,
including non-insurance company entities, which could impact the
demand for traditional insurance and reinsurance. A number of
new, proposed or potential legislative or industry developments
could also increase competition in our industries.
New competition could cause the demand for insurance or
reinsurance to fall or the expense of customer acquisition and
retention to increase, either of which could have a material
adverse effect on our growth and profitability.
Recent
events may result in political, regulatory and industry
initiatives which could adversely affect our business.
The supply of insurance and reinsurance coverage is impacted by
governmental initiatives, such as those following withdrawal of
capacity and substantial reductions in capital following the
terrorist attacks of September 11, 2001, the 2004, 2005 and
2008 hurricanes in the United States and the recent financial
crisis. At such time, the tightening of supply resulted in
governmental intervention in the insurance and reinsurance
markets, both in the United States and worldwide.
Government-sponsored initiatives in other countries to address
the risk of losses from terrorist attacks are similarly subject
to change which may impact our business.
For example, on November 26, 2002, TRIA was enacted and has
been extended and amended twice since then, most recently on
December 26, 2007. TRIA is intended to ensure the
availability of insurance coverage for certain terrorist acts in
the United States. This law requires insurers writing certain
lines of
62
property and casualty insurance to offer coverage against
certain acts of terrorism causing damage within the United
States, its territorial sea, the outer continental shelf,
U.S. diplomatic missions or to U.S. flagged vessels or
aircraft. In return, the law requires the federal government to
indemnify such insurers for 85% of insured losses resulting from
covered acts of terrorism, subject to a premium-based
deductible. In addition to extending the program, the 2007
legislation made certain other changes in the TRIA statute, the
most significant of which was to extend the scope of the program
to include acts of terrorism committed by domestic (i.e., U.S.)
persons (the scope was previously limited to acts of terrorism
committed by
non-U.S. persons).
Thus, effective December 26, 2007, insurers are required to
offer terrorism coverage including both domestic and foreign
terrorism, and must therefore adjust the pricing of TRIA
coverage to reflect the broader scope of coverage being provided.
In addition, following Hurricanes Katrina and Rita, certain
states adopted rules and orders restricting the ability of
insurers to cancel and non-renew policies. Some states prohibit
an insurer from withdrawing one or more types of insurance
business from the state, except pursuant to a plan that is
approved by the state insurance department. Following Hurricanes
Gustav and Ike in 2008, the Louisiana and Texas Departments of
Insurance both issued bulletins or circulars either directing
all insurers, including surplus lines insurers (in the case of
Louisiana) or requesting all insurers, including surplus lines
insurers (in the case of Texas) to forebear from issuing notices
of cancellation or non-renewal during a post-hurricane period,
to extend premium payment deadlines and to file post-event
claims handling and payment information. Regulations and orders
that limit cancellation and non-renewal and that subject
withdrawal plans to prior approval requirements may restrict
Aspen Specialtys ability to exit unprofitable markets or
adjust its participation levels and may impact Aspen U.K. as
well.
During 2007, certain states, e.g., Louisiana, Mississippi and
Texas, considered changes to the local wind pools;
i.e., mechanisms to spread storm losses in coastal locations to
all licensed property insurers. While none of these states is
able to assess surplus lines insurers to pay for wind pool
shortfalls, surplus lines policies can be assessed in Louisiana
and Mississippi, as in Florida.
Some industry commentators predict that in 2009 the Texas
Legislature will consider legislation to permit the Texas
Windstorm Insurance Association (TWIA) to assess
surplus lines policies in the event that TWIA incurs substantial
hurricane losses. Insureds, rather than surplus lines insurers,
pay such assessments. These same states are likely to consider
expanding state owned, publicly funded risk bearing entities
that would support licensed property insurers with respect to
hurricane losses sustained by properties in coastal locations.
To the extent that such entities are expanded in one or more
states, business that might otherwise have been placed on a
surplus lines basis would be retained by licensed insurers and
licensed insurers would be less inclined to purchase reinsurance
from private market reinsurers such as Aspen U.K. or Aspen
Bermuda.
We are currently unable to predict how states that continue to
be affected by the risk of hurricanes will respond with
regulatory restrictions on surplus lines insurers and how this
may affect the demand for, pricing of, or the supply of our
products or the risks that our customers may expect us, and our
competitors, to underwrite. Any significant regulatory
restrictions in the markets in which we operate may have a
material adverse impact on our business and results of
operations.
For example, in January 2007, Florida enacted legislation that
doubled the aggregate reinsurance capacity of the Florida
Hurricane Catastrophe Fund (the FHCF), the
reinsurance facility established by the state, from
$16 billion to approximately $32 billion. In addition,
the legislation reduced the industry loss retention level from
$6 billion to $5 billion, $4 billion or
$3 billion, as determined by participants. During the 2008
hurricane season, the legislation also added coverage above and
below the existing FHCF program. Under the Florida legislation,
the state-run insurer of last resort, Citizens Property
Insurance Corporation, has also increased its underwriting
capacity and has greater freedom to charge lower rates. In
addition, Citizens Property Insurance Corporation has obtained
approval to write commercial property insurance business. The
capacity extension, lower retention levels and authorization to
write commercial property insurance will lead to an increase in
government-sponsored entities share of Floridas
property catastrophe re/insurance market and may impact our
business plan. Other
63
U.S. states (e.g., North Carolina) are considering similar
capacity expansions of their state-sponsored pools.
Finally, in response to the financial crisis affecting the
banking system and financial markets and going concern threats
to investment banks and other financial institutions, on
October 3, 2008, President Bush signed the Emergency
Economic Stabilization Act of 2008 (the EESA) into
law. Pursuant to the EESA, the U.S. Treasury has the
authority to, among other things, purchase up to
$700 billion of mortgage-backed and other distressed assets
from financial institutions for the purpose of stabilizing the
financial markets. In addition, the U.S. Treasury
Department announced that it will make up to $250 billion
in preferred stock investments in U.S. banks and thrifts
and that it is also considering taking equity stakes in
insurance companies. The U.S. Federal Government, Federal
Reserve, U.K. Treasury and Government and other governmental and
regulatory bodies have taken or are considering taking other
extraordinary actions to address the global financial crisis. It
is possible that our competitors may participate in some or all
of the EESA programs or similar programs in the U.K. or other
countries in the EU. There can be no assurance as to the effect
that any such governmental actions will have on the financial
markets generally or on our competitive position, business and
financial condition in particular.
Current
legal and regulatory activities relating to insurance brokers
and agents, contingent commissions, and bidding practices could
have a material adverse effect on our consolidated financial
condition, future operating results and/or liquidity.
Contingent commission arrangements and finite risk reinsurance
have been a focus of investigations by the SEC, the
U.S. Attorneys Offices, certain state Attorneys
General and insurance departments.
Due to various governmental investigations into contingent
commission practices, various market participants have modified
or eliminated acquisition expenses formerly arising from
Placement Service Agreements (PSAs). As a result, it
is possible that policy commissions or brokerage that we pay may
increase in the future
and/or
that
different forms of contingent commissions will develop in the
future. It is also possible that some market participants may
seek to impose some version of contingent commission
arrangements. Any such additional expense could have a material
adverse effect on our financial conditions or results.
The
insurance and reinsurance business is historically cyclical and
we expect to experience periods with excess underwriting
capacity and unfavorable premium rates and policy terms and
conditions.
Historically, insurers and reinsurers have experienced
significant fluctuations in operating results due to
competition, frequency of occurrence or severity of catastrophic
events, levels of capacity, general economic conditions and
other factors. The supply of insurance and reinsurance is
related to prevailing prices, the level of insured losses and
the level of industry surplus which, in turn, may fluctuate in
response to changes in rates of return on investments being
earned in the insurance and reinsurance industry.
As a result, the insurance and reinsurance business historically
has been a cyclical industry characterized by periods of intense
competition on price and policy terms due to excessive
underwriting capacity as well as periods when shortages of
capacity permitted favorable premium levels. The supply of
insurance and reinsurance may increase, either by capital
provided by new entrants or by the commitment of additional
capital by existing or new insurers or reinsurers, which may
cause prices to decrease. Although premium levels for many
products have increased in the recent past, 2008 was a soft
market for most of our lines of business. For 2009, we believe
that market corrections will occur in specific lines of
business, rather than major re-pricing across all products. We
expect to see pricing improvements to differing extents on
business lines such as offshore energy, financial and political
risks, financial institutions (D&O and E&O), marine
and energy liability, excess casualty, excess and surplus lines
property and aviation insurance as well as U.S. property
catastrophe reinsurance. In respect of current market
conditions, see Part II, Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Current Market
Conditions, Rate Trends and Developments in
64
2009. Any of these factors could lead to a significant
reduction in premium rates, less favorable policy terms and
fewer submissions for our underwriting services. In addition to
these considerations, changes in the frequency and severity of
losses suffered by insureds and insurers may affect the cycles
of the insurance and reinsurance business significantly, and we
expect to experience the effects of such cyclicality.
The
nature and level of catastrophes in any period cannot be
predicted, and the frequency and severity of such loss activity
has recently fluctuated greatly and industry models may not
adequately predict such losses.
The 2004, 2005 and 2008 hurricane seasons showed a marked
increase in windstorm activity. Both the total number of storms
and their intensity were greater than in recent years, as were
corresponding claims and loss activity, as evidenced by
Hurricanes Katrina, Rita and Wilma in 2005 and Hurricanes Ike
and Gustav in 2008. We must assess the likelihood that this
increased windstorm activity will continue. In any event, the
customary industry-accepted methods of underwriting, reserving
or investing may not be adequate and we may need to develop new
means of managing risks related to catastrophes. For example,
industry catastrophe pricing, accumulation and estimated loss
models use historical information about hurricanes and
earthquakes and also utilize detailed information about our
in-force business. Although the industry and we use models
developed by third-party vendors in assessing our exposure to
catastrophe pricing, accumulation and estimated losses, which
assume various conditions and probability scenarios, such models
do not necessarily accurately predict future losses or
accurately measure losses currently incurred. These models have
been evolving since the early 1990s. While we use this
information in connection with our pricing and risk management
activities, there are limitations with respect to their
usefulness in predicting losses in any reporting period. These
limitations are evidenced by: significant variation in estimates
between models and modelers; material increases and decreases in
model results over time due to changes in the models and
refinement of the underlying data elements and assumptions;
questionable predictive capability over time intervals; and
post-event measurement that have provided ranges of estimates
that have not been well understood or proven to be sufficiently
reliable. In addition, the models are not necessarily reflective
of policy language, mold losses, demand surges, accumulations of
losses under similar policies and loss adjustment expenses, each
of which is subject to wide variation by storm.
We may
not be able to adequately assess and reserve for the increased
frequency and severity of catastrophes due to environmental
factors, which may have a material adverse effect on our
financial condition.
To assess our loss exposure, we rely on natural catastrophe
models that are built partly on science, partly on historical
data and partly on the professional judgment of our employees
and other industry specialists. Although the accuracy of the
models has significantly improved in the last few years, they
still yield significant variations in loss estimates due to the
quality of underlying data and assumptions. Interpretation of
modeling results remains subjective, and none of the existing
models reflects our policy language, demand surges and other
storm-specific factors such as where the storms will actually
travel.
There is little consensus in the scientific community regarding
the effect of global environmental factors on catastrophes.
Climatologists concur that heat from the ocean drives
hurricanes, but they cannot agree how much it changes the annual
outlook. In addition, scientists have recently recorded rising
sea temperatures which may result in higher frequency and
severity of windstorms. It is unclear whether rising sea
temperatures are part of a longer cycle and if they are caused
or aggravated by man-made pollution or other factors.
Given the scientific uncertainty about the causes of increased
frequency and severity of catastrophes and the lack of adequate
predictive tools, we may not be able to adequately model the
associated losses, which would adversely affect our
profitability.
65
Global
climate change may adversely impact our financial results and
may increase our regulatory disclosure obligations.
Our financial exposure from possible climate change is most
notably associated with losses in connection with the occurrence
of hurricanes and related storm surges, particularly in 2008
from Hurricanes Ike and Gustav in Texas and other recent
hurricanes on the Gulf Coast. Atmospheric concentrations of
carbon dioxide and other greenhouse gases have increased
dramatically since the industrial revolution, resulting in a
gradual increase in global average temperatures and an increase
in the frequency and severity of natural disasters. These trends
are expected to continue in the future, and may continue to
impact our business in the long-term future. We mitigate the
risk of financial exposure from climate change by selective
underwriting criteria, sensitivity to geographic concentrations
and reinsurance. Underwriting criteria can include, but are not
limited to, higher premiums and deductibles and more
specifically excluded policy risks. We take advantage of current
computer-based catastrophe modeling to give us an enhanced
perspective as to geographic concentrations of policyholders and
proximity to flood-prone areas.
Risks
Related to Our Ordinary Shares
Future
sales of ordinary shares may affect their market price and the
future exercise of options may result in immediate and
substantial dilution.
As of December 31, 2008, there were 81,506,503 ordinary
shares outstanding. Of these shares, most are freely
transferable, except for any shares sold to our
affiliates, as that term is defined in Rule 144
under the Securities Act.
On December 21, 2007, we filed a universal shelf
registration statement on
Form F-3
with the SEC for an unlimited number of ordinary shares that may
be offered for sale by us or some of our shareholders. Any
announcement relating to a registration, offering or sale of our
ordinary shares, under the
Form F-3
or otherwise, could adversely affect the market price of our
ordinary shares.
With respect to any outstanding ordinary shares that have not
been registered, they may not be sold in the absence of
registration under the Securities Act unless an exemption from
registration is available, including the exemptions contained in
Rule 144. Under Rule 144, a person who is not our
affiliate, and who has not been our affiliate at any time during
the 90 days preceding any sale, is entitled to sell the
shares without regard to the foregoing limitations, provided
that at least six months have elapsed since the shares were
acquired from us or any affiliate of ours and we have filed all
required reports under Section 13 or 15(d) of the
Securities Exchange Act, other than
Form 8-K
reports.
Moreover, as of February 17, 2009, an additional 1,285,522
ordinary shares were issuable upon the full exercise on a cash
basis of outstanding options by Appleby Services (Bermuda) Ltd,
formerly Appleby (Bermuda) Trust Limited (the
Names Trustee), as successor trustee of the
Names Trust, which holds the options and shares for the
benefit of the members of Syndicate 2020 who are not corporate
members of Wellington. The Names Trustee may exercise its
options on a cashless basis, which allows it to realize the
economic benefit of the difference between the subscription
price under the options and the then prevailing market price
without having to pay the subscription price for any such
ordinary shares in cash. Thus, the option holder receives fewer
shares upon exercise. Ordinary shares issued upon the exercise
of options on a cashless basis will be issued as a bonus issue
of shares in accordance with section 40(2)(a) of the
Companies Act. This section provides that the share premium
account of a company may be applied in paying up shares issued
to shareholders as fully paid shares. This cashless exercise
feature may provide an incentive for the Names Trustee to
exercise their options more quickly. In the event that the
outstanding options to purchase ordinary shares are exercised,
you will suffer immediate dilution of your investment.
In addition, we have filed registration statements on
Form S-8
under the Securities Act to register ordinary shares issued or
reserved for issuance under our share incentive plan, our
non-employee director plan, our employee share purchase plan and
our sharesave scheme. Subject to the exercise of issued and
66
outstanding options, shares registered under the registration
statement on
Form S-8
may be available for sale into the public markets.
We cannot predict what effect, if any, future sales of our
ordinary shares, or the availability of ordinary shares for
future sale, will have on the market price of our ordinary
shares. Sales of substantial amounts of our ordinary shares in
the public market, or the perception that these sales could
occur, could adversely affect the market price of our ordinary
shares.
Furthermore, on December 12, 2005, we issued 4,000,000
5.625% Perpetual Income Equity Replacement Security (the
Perpetual PIERS). Each Perpetual PIERS will be
convertible, at the option of the holder thereof, into one
perpetual preference share and a number of our ordinary shares,
if any, based on an initial conversion rate of 1.7077 ordinary
shares per $50 liquidation preference of Perpetual PIERS,
subject to specified adjustments. In addition, at any time on or
after January 1, 2009, under certain circumstances, we may,
at our option, cause each Perpetual PIERS to be automatically
converted into $50 in cash and ordinary shares, if any. The
conversion of some or all of our Perpetual PIERS will dilute the
ownership interest of our existing shareholders. Any sales in
the public market of our ordinary shares issuable upon such
conversion could adversely affect prevailing market prices of
our ordinary shares. In addition, the existence of our Perpetual
PIERS may encourage short selling by market participants because
the conversion of our Perpetual PIERS could depress the price of
our ordinary shares.
There are
provisions in our charter documents which may reduce or increase
the voting rights of our ordinary shares.
In general, and except as provided below, shareholders have one
vote for each ordinary share held by them and are entitled to
vote at all meetings of shareholders. However, if, and so long
as, the ordinary shares of a shareholder are treated as
controlled shares (as determined under
section 958 of the Internal Revenue Code of 1986, as
amended (the Code)) of any U.S. Person (as
defined below) and such controlled shares constitute 9.5% or
more of the votes conferred by our issued shares, the voting
rights with respect to the controlled shares of such
U.S. Person (a 9.5% U.S. Shareholder)
shall be limited, in the aggregate, to a voting power of less
than 9.5%, under a formula specified in our bye-laws. The
formula is applied repeatedly until the voting power of all 9.5%
U.S. Shareholders has been reduced to less than 9.5%. In
addition, our Board of Directors may limit a shareholders
voting rights (including appointment rights, if any, granted to
holders of our Perpetual PIERS or to holders of our 7.401%
Perpetual Non-Cumulative Preference Shares (liquidation
preference $25 per share) (the Perpetual Preference
Shares)) where it deems it appropriate to do so to
(i) avoid the existence of any 9.5% U.S. Shareholder,
and (ii) avoid certain material adverse tax, legal or
regulatory consequences to us or any holder of our shares or its
affiliates. Controlled shares includes, among other
things, all shares of the Company that such U.S. Person is
deemed to own directly, indirectly or constructively (within the
meaning of section 958 of the Code). As of
December 31, 2008, there were 81,506,503 ordinary shares
outstanding of which 7,743,118 ordinary shares would constitute
9.5% of the votes conferred by our issued and outstanding shares.
For purposes of this discussion, the term
U.S. Person means: (i) a citizen or
resident of the United States, (ii) a partnership or
corporation, or entity treated as a corporation, created or
organized in or under the laws of the United States, or any
political subdivision thereof, (iii) an estate the income
of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust if either
(x) a court within the United States is able to exercise
primary supervision over the administration of such trust and
one or more U.S. Persons have the authority to control all
substantial decisions of such trust or (y) the trust has a
valid election in effect to be treated as a U.S. Person for
U.S. federal income tax purposes or (z) any other
person or entity that is treated for U.S. federal income
tax purposes as if it were one of the foregoing.
Under these provisions, certain shareholders may have their
voting rights limited to less than one vote per share, while
other shareholders may have voting rights in excess of one vote
per share. See
67
Bye-Laws in Part II, Item 5(g). Moreover,
these provisions could have the effect of reducing the votes of
certain shareholders who would not otherwise be subject to the
9.5% limitation by virtue of their direct share ownership. Our
bye-laws provide that shareholders will be notified of their
voting interests prior to any vote to be taken by them.
As a result of any reallocation of votes, voting rights of some
of our shareholders might increase above 5% of the aggregate
voting power of the outstanding ordinary shares, thereby
possibly resulting in such shareholders becoming a reporting
person subject to Schedule 13D or 13G filing requirements
under the Exchange Act. In addition, the reallocation of the
votes of our shareholders could result in some of the
shareholders becoming subject to filing requirements under
Section 16 of the Exchange Act in the event that the
Company no longer qualifies as a foreign private issuer.
We also have the authority under our bye-laws to request
information from any shareholder for the purpose of determining
whether a shareholders voting rights are to be reallocated
under the bye-laws. If a shareholder fails to respond to our
request for information or submits incomplete or inaccurate
information in response to a request by us, we may, in our sole
discretion, eliminate such shareholders voting rights.
There are
provisions in our bye-laws which may restrict the ability to
transfer ordinary shares and which may require shareholders to
sell their ordinary shares.
Our Board of Directors may decline to register a transfer of any
ordinary shares if it appears to the Board of Directors, in
their sole and reasonable discretion, after taking into account
the limitations on voting rights contained in our bye-laws, that
any non-de minimis adverse tax, regulatory or legal consequences
to us, any of our subsidiaries or any of our shareholders or
their affiliates may occur as a result of such transfer.
Our bye-laws also provide that if our Board of Directors
determines that share ownership by a person may result in
material adverse tax consequences to us, any of our subsidiaries
or any shareholder or its affiliates, then we have the option,
but not the obligation, to require that shareholder to sell to
us or to third parties to whom we assign the repurchase right
for fair market value the minimum number of ordinary shares held
by such person which is necessary to eliminate the material
adverse tax consequences.
Laws and
regulations of the jurisdictions where we conduct business could
delay or deter a takeover attempt that shareholders might
consider to be desirable and may make it more difficult to
replace members of our Board of Directors and have the effect of
entrenching management, and your ability to purchase more than
10% of our voting shares will be restricted.
Ordinary shares may be offered or sold in Bermuda only in
compliance with the provisions of the Investment Business Act
2003 of Bermuda which regulates the sale of securities in
Bermuda. In addition, the BMA must approve all issuances and
transfers of shares of a Bermuda-exempted company other than in
cases where the BMA has granted a general permission. The BMA in
its policy dated June 1, 2005 provides that where any
equity securities of a Bermuda company are listed on an
appointed stock exchange, general permission is given for the
issue and subsequent transfer of the securities of the company
from
and/or
to a non-resident, for as long as any equity securities of the
company remain so listed. Notwithstanding the above general
permission, we have obtained from the BMA their permission for
the issue and free transferability of the ordinary shares in the
Company, as long as the shares are listed on the NYSE or other
appointed stock exchange, to and among persons who are
non-residents of Bermuda for exchange control purposes and of up
to 20% of the ordinary shares to and among persons who are
residents in Bermuda for exchange control purposes. The BMA and
the Registrar of Companies accept no responsibility for the
financial soundness of any proposal or for the correctness of
any of the statements made or opinions expressed in this report.
Each shareholder or prospective shareholder will be responsible
for notifying the BMA in writing of his becoming a controller,
directly or indirectly, of 10%, 20%, 33% or 50% of Aspen
Holdings and
68
ultimately Aspen Bermuda within 45 days of becoming such a
controller. The BMA may serve a notice of objection on any
controller of Aspen Bermuda if it appears to the BMA that the
person is no longer fit and proper to be such a controller.
The FSA regulates the acquisition of control of any
U.K. insurance company authorized under the FSMA. Any company or
individual that (together with its or his associates) directly
or indirectly acquires 10% or more of the shares of a U.K.
authorized insurance company or its parent company, or is
entitled to exercise or control the exercise of 10% or more of
the voting power in such authorized insurance company or its
parent company, would be considered to have acquired
control for the purposes of FSMA, as would a person
who had significant influence over the management of such
authorized insurance company or its parent company by virtue of
his shareholding or voting power in either. A purchaser of 10%
or more of our ordinary shares would therefore be considered to
have acquired control of Aspen U.K. or AMAL. Under
FSMA, any person proposing to acquire control over a
U.K. authorized insurance company must notify the FSA of his
intention to do so and obtain the FSAs prior approval. The
FSA would then have three months to consider that persons
application to acquire control. In considering
whether to approve such application, the FSA must be satisfied
both that the acquirer is a fit and proper person to have such
control and that the interests of consumers would
not be threatened by such acquisition of control.
Failure to make the relevant prior application would constitute
a criminal offense.
Additionally, as we are the holding company of AMAL and AUL and
since Lloyds supervises AMAL and AUL, the prior consent of
Lloyds is required for any acquisition of
control, as defined above. A person who is already
deemed to have control will require prior approval
of the FSA and Lloyds and if such person increases their
level of control beyond certain percentages. These
are 20.0%, 33.0% and 50.0%.
Under the North Dakota Insurance Holding Company statutes, if a
holder would acquire beneficial ownership of 10% or more of our
outstanding voting securities without the prior approval of the
NDIC, then our North Dakota insurance subsidiary or the North
Dakota Insurance Commission is entitled to injunctive relief,
including enjoining any proposed acquisition, or seizing
ordinary shares owned by such person, and such ordinary shares
would not be entitled to be voted.
There can be no assurance that the applicable regulatory body
would agree that a shareholder who owned greater than 10% of our
ordinary shares did not, because of the limitation on the voting
power of such shares, control the applicable Insurance
Subsidiary.
These laws may discourage potential acquisition proposals and
may delay, deter or prevent a change of control of our Company,
including through transactions, and in particular unsolicited
transactions, that some or all of our shareholders might
consider to be desirable. If these restrictions delay, deter or
prevent a change of control, such restrictions may make it more
difficult to replace members of our Board of Directors and may
have the effect of entrenching management regardless of their
performance.
We cannot
pay a dividend on our ordinary shares unless the full dividends
for the most recently ended dividend period on all outstanding
Perpetual PIERS, underlying perpetual preference shares and
Perpetual Preference Shares have been declared and
paid.
Our Perpetual PIERS, our perpetual preference shares that are
issuable upon conversion of our Perpetual PIERS at the option of
the holders thereof and our Perpetual Preference Shares will
rank senior to our ordinary shares with respect to the payment
of dividends. As a result, unless the full dividends for the
most recently ended dividend period on all outstanding Perpetual
PIERS, underlying perpetual preference shares and Perpetual
Preference Shares have been declared and paid (or declared and a
sum (or, if we so elect with respect to our Perpetual PIERS and
underlying perpetual preference shares, ordinary shares)
sufficient for the payment thereof has been set aside), we
cannot declare or pay a dividend on our ordinary shares. Under
the terms of our Perpetual PIERS and our Perpetual Preference
Shares, these restrictions will continue until full dividends on
all outstanding Perpetual PIERS, underlying perpetual preference
shares and Perpetual Preference Shares for four consecutive
dividend
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periods have been declared and paid (or declared and a sum (or,
if we so elect with respect to our Perpetual PIERS and
underlying perpetual preference shares, ordinary shares)
sufficient for the payment thereof has been set aside for
payment).
Our
ordinary shares rank junior to our Perpetual PIERS, underlying
perpetual preference shares and Perpetual Preference Shares in
the event of a liquidation, winding up or dissolution of the
Company.
In the event of a liquidation, winding up or dissolution of the
Company, our ordinary shares rank junior to our Perpetual PIERS,
our perpetual preference shares issuable upon conversion of our
Perpetual PIERS and our Perpetual Preference Shares. In such an
event, there may not be sufficient assets remaining, after
payments to holders of our Perpetual PIERS, underlying perpetual
preference shares and Perpetual Preference Shares, to ensure
payments to holders of ordinary shares.
U.S.
persons who own our ordinary shares may have more difficulty in
protecting their interests than U.S. persons who are
shareholders of a U.S. corporation.
The Companies Act, which applies to us, differs in some material
respects from laws generally applicable to
U.S. corporations and their shareholders. Set forth below
is a summary of certain significant provisions of the Companies
Act which includes, where relevant, information on modifications
thereto adopted under our bye-laws, applicable to us, which
differ in certain respects from provisions of Delaware corporate
law (which is representative of the corporate law of the various
states comprising the United States). Because the following
statements are summaries, they do not discuss all aspects of
Bermuda law that may be relevant to us and our shareholders.
Interested Directors.
Under Bermuda law and
our bye-laws, a transaction entered into by us, in which a
director has an interest, will not be voidable by us, and such
director will not be accountable to us for any benefit realized
under that transaction, provided the nature of the interest is
disclosed at the first opportunity at a meeting of directors, or
in writing, to the directors. In addition, our bye-laws allow a
director to be taken into account in determining whether a
quorum is present and to vote on a transaction in which that
director has an interest following a declaration of the interest
under the Companies Act, unless the majority of the
disinterested directors determine otherwise. Under Delaware law,
the transaction would not be voidable if:
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the material facts as to the interested directors
relationship or interests were disclosed or were known to the
Board of Directors and the Board of Directors in good faith
authorized the transaction by the affirmative vote of a majority
of the disinterested directors;
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the material facts were disclosed or were known to the
shareholders entitled to vote on such transaction and the
transaction was specifically approved in good faith by vote of
the majority of shares entitled to vote thereon; or
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the transaction was fair as to the corporation at the time it
was authorized, approved or ratified.
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Business Combinations with Large Shareholders or
Affiliates.
As a Bermuda company, we may enter
into business combinations with our large shareholders or one or
more wholly-owned subsidiaries, including asset sales and other
transactions in which a large shareholder or a wholly-owned
subsidiary receives, or could receive, a financial benefit that
is greater than that received, or to be received, by other
shareholders or other wholly-owned subsidiaries, without
obtaining prior approval from our shareholders and without
special approval from our Board of Directors. Under Bermuda law,
amalgamations require the approval of the Board of Directors,
and except in the case of amalgamations with and between
wholly-owned subsidiaries, shareholder approval. However, when
the affairs of a Bermuda company are being conducted in a manner
which is oppressive or prejudicial to the interests of some
shareholders, one or more shareholders may apply to a Bermuda
court, which may make an order as it sees fit, including an
order regulating the conduct of the companys affairs in
the future or ordering the purchase of the shares of any
shareholders by other shareholders or the company. If we were a
Delaware company, we
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would need prior approval from our Board of Directors or a
supermajority of our shareholders to enter into a business
combination with an interested shareholder for a period of three
years from the time the person became an interested shareholder,
unless we opted out of the relevant Delaware statute. Bermuda
law or our bye-laws would require Board of Directors
approval and, in some instances, shareholder approval of such
transactions.
Shareholders Suits.
The rights of
shareholders under Bermuda law are not as extensive as the
rights of shareholders in many U.S. jurisdictions. Class
actions and derivative actions are generally not available to
shareholders under the laws of Bermuda. However, the Bermuda
courts ordinarily would be expected to follow English case law
precedent, which would permit a shareholder to commence a
derivative action in our name to remedy a wrong done to us where
an act is alleged to be beyond our corporate power, is illegal
or would result in the violation of our memorandum of
association or bye-laws. Furthermore, consideration would be
given by the court to acts that are alleged to constitute a
fraud against the minority shareholders or where an act requires
the approval of a greater percentage of our shareholders than
actually approved it. The winning party in such an action
generally would be able to recover a portion of attorneys
fees incurred in connection with the action. Our bye-laws
provide that shareholders waive all claims or rights of action
that they might have, individually or in the right of the
Company, against any director or officer for any act or failure
to act in the performance of such directors or
officers duties, except with respect to any fraud of the
director or officer or to recover any gain, personal profit or
advantage to which the director or officer is not legally
entitled. Class actions and derivative actions generally are
available to shareholders under Delaware law for, among other
things, breach of fiduciary duty, corporate waste and actions
not taken in accordance with applicable law. In such actions,
the court has discretion to permit the winning party to recover
attorneys fees incurred in connection with the action.
Indemnification of Directors and
Officers.
Under Bermuda law and our bye-laws, we
may indemnify our directors, officers, any other person
appointed to a committee of the Board of Directors or resident
representative (and their respective heirs, executors or
administrators) to the full extent permitted by law against all
actions, costs, charges, liabilities, loss, damage or expense,
incurred or suffered by such persons by reason of any act done,
conceived in or omitted in the conduct of our business or in the
discharge of their duties; provided that such indemnification
shall not extend to any matter which would render such
indemnification void under the Companies Act. Under Delaware
law, a corporation may indemnify a director or officer of the
corporation against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in defense of an action, suit or proceeding
by reason of such position if (i) such director or officer
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation and
(ii) with respect to any criminal action or proceeding,
such director or officer had no reasonable cause to believe his
conduct was unlawful.
Anti-takeover
provisions in our bye-laws could impede an attempt to replace or
remove our directors, which could diminish the value of our
ordinary shares.
Our bye-laws contain provisions that may entrench directors and
make it more difficult for shareholders to replace directors
even if the shareholders consider it beneficial to do so. In
addition, these provisions could delay or prevent a change of
control that a shareholder might consider favorable. For
example, these provisions may prevent a shareholder from
receiving the benefit from any premium over the market price of
our ordinary shares offered by a bidder in a potential takeover.
Even in the absence of an attempt to effect a change in
management or a takeover attempt, these provisions may adversely
affect the prevailing market price of our ordinary shares if
they are viewed as discouraging changes in management and
takeover attempts in the future.
For example, our bye-laws contain the following provisions that
could have such an effect:
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election of directors is staggered, meaning that members of only
one of three classes of directors are elected each year;
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directors serve for a term of three years (unless 70 years
or older);
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our directors may decline to approve or register any transfer of
shares to the extent they determine, in their sole discretion,
that any non-de minimis adverse tax, regulatory or legal
consequences to Aspen Holdings, any of its subsidiaries,
shareholders or affiliates would result from such transfer;
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if our directors determine that share ownership by any person
may result in material adverse tax consequences to Aspen
Holdings, any of its subsidiaries, shareholders or affiliates,
we have the option, but not the obligation, to purchase or
assign to a third party the right to purchase the minimum number
of shares held by such person solely to the extent that it is
necessary to eliminate such material risk;
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shareholders have limited ability to remove directors; and
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if the ordinary shares of any U.S. Person constitute 9.5%
or more of the votes conferred by the issued shares of Aspen
Holdings, the voting rights with respect to the controlled
shares of such U.S. Person shall be limited, in the
aggregate, to a voting power of less than 9.5%.
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We are a Bermuda company and it may be difficult to enforce
judgments against us or our directors and executive officers.
We are incorporated under the laws of Bermuda and our business
is based in Bermuda. In addition, certain of our directors and
officers reside outside the United States, and a substantial
portion of our assets and the assets of such persons are located
in jurisdictions outside the United States. As such, it may be
difficult or impossible to effect service of process within the
United States upon us or those persons or to recover against us
or them on judgments of U.S. courts, including judgments
predicated upon civil liability provisions of the
U.S. federal securities laws. Further, no claim may be
brought in Bermuda against us or our directors and officers in
the first instance for violation of U.S. federal securities
laws because these laws have no extraterritorial jurisdiction
under Bermuda law and do not have force of law in Bermuda. A
Bermuda court may, however, impose civil liability, including
the possibility of monetary damages, on us or our directors and
officers if the facts alleged in a complaint constitute or give
rise to a cause of action under Bermuda law.
We have been advised by Bermuda counsel that there is no treaty
in force between the U.S. and Bermuda providing for the
reciprocal recognition and enforcement of judgments in civil and
commercial matters. As a result, whether a U.S. judgment
would be enforceable in Bermuda against us or our directors and
officers depends on whether the U.S. court that entered the
judgment is recognized by the Bermuda court as having
jurisdiction over us or our directors and officers, as
determined by reference to Bermuda conflict of law rules. A
judgment debt from a U.S. court that is final and for a sum
certain based on U.S. federal securities laws will not be
enforceable in Bermuda unless the judgment debtor had submitted
to the jurisdiction of the U.S. court, and the issue of
submission and jurisdiction is a matter of Bermuda (not U.S.)
law.
In addition to and irrespective of jurisdictional issues, the
Bermuda courts will not enforce a U.S. federal securities
law that is either penal or contrary to public policy. It is the
advice of our Bermuda counsel that an action brought pursuant to
a public or penal law, the purpose of which is the enforcement
of a sanction, power or right at the instance of the state in
its sovereign capacity, will not be entertained by a Bermuda
court. Certain remedies available under the laws of
U.S. jurisdictions, including certain remedies under
U.S. federal securities laws, would not be available under
Bermuda law or enforceable in a Bermuda court, as they would be
contrary to Bermuda public policy. Further, no claim may be
brought in Bermuda against us or our directors and officers in
the first instance for violation of U.S. federal securities
laws because these laws have no extraterritorial jurisdiction
under Bermuda law and do not have force of law in Bermuda. A
Bermuda court may, however, impose civil liability on us or our
directors and officers if the facts alleged in a complaint
constitute or give rise to a cause of action under Bermuda law.
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Risks Related to Taxation
We may become subject to taxes in Bermuda after
March 28, 2016, which may have a material adverse effect on
our results of operations and your investment.
The Bermuda Minister of Finance, under the Exempted Undertakings
Tax Protection Act 1966, as amended, of Bermuda, has given each
of Aspen Holdings and Aspen Bermuda an assurance that if any
legislation is enacted in Bermuda that would impose tax computed
on profits or income, or computed on any capital asset, gain or
appreciation, or any tax in the nature of estate duty or
inheritance tax, then the imposition of any such tax will not be
applicable to Aspen Holdings, Aspen Bermuda or any of their
respective operations, shares, debentures or other obligations
until March 28, 2016. Given the limited duration of the
Minister of Finances assurance, we cannot be certain that
we will not be subject to any Bermuda tax after March 28,
2016.
Our
non-U.S.
companies (other than AUL) may be subject to U.S. tax and that
may have a material adverse effect on our results of operations
and your investment.
If Aspen Holdings or any of its foreign subsidiaries (other than
AUL) were considered to be engaged in a trade or business in the
United States, it could be subject to U.S. corporate income
and additional branch profits taxes on the portion of its
earnings effectively connected to such U.S. business, in
which case its results of operations could be materially
adversely affected (although its results of operations should
not be materially adversely affected if Aspen U.K. is considered
to be engaged in a U.S. trade or business solely as a
result of the binding authorities granted to Aspen Re America,
ARA-CA, ASIS, Aspen Management and WU Inc.)
Aspen Holdings and Aspen Bermuda are Bermuda companies, and
Aspen U.K. Holdings, Aspen U.K., Aspen U.K. Services, AMAL, AUL
and AIUK Trustees are U.K. companies. We intend to manage our
business so that each of these companies (other than AUL) will
operate in such a manner that none of these companies should be
subject to U.S. tax (other than U.S. excise tax on
insurance and reinsurance premium income attributable to
insuring or reinsuring U.S. risks and U.S. withholding
tax on certain U.S. source investment income, and the
likely imposition of U.S. corporate income and additional
branch profits tax on the profits attributable to the business
of Aspen U.K. produced pursuant to the binding authorities
granted to Aspen Re America, ARA-CA, ASIS and Aspen Management,
as well as the binding authorities previously granted to WU
Inc.) because none of these companies should be treated as
engaged in a trade or business within the United States (other
than Aspen U.K. with respect to the business produced pursuant
to the Aspen Re America, ARA-CA, ASIS, Aspen Management and
prior WU Inc. binding authorities agreements). However, because
there is considerable uncertainty as to the activities which
constitute being engaged in a trade or business within the
United States, we cannot be certain that the U.S. Internal
Revenue Service (IRS) will not contend successfully
that some or all of Aspen Holdings or its foreign subsidiaries
(other than AUL) is/are engaged in a trade or business in the
United States based on activities in addition to the binding
authorities discussed above. AUL is a member of Lloyds and
subject to a closing agreement between Lloyds and the IRS
(the Closing Agreement). Pursuant to the terms of
the Closing Agreement all members of Lloyds, including
AUL, are subject to U.S. federal income taxation. Those
members that are entitled to the benefits of a U.S. income
tax treaty are deemed to be engaged in a U.S. trade or
business through a U.S. permanent establishment. Those
members not entitled to the benefits of such a treaty are merely
deemed to be engaged in a U.S. trade or business. The
Closing Agreement provides rules for determining the income
considered to be attributable to the permanent establishment or
U.S. trade or business. We believe that AUL may be entitled
to the benefits of the U.S. income tax treaty with the U.K.
(the U.K. Treaty), although the position is not
certain.
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Our
non-U.K. companies may be subject to U.K. tax that may have a
material adverse effect on our results of operations.
None of us, except for Aspen U.K. Holdings, Aspen U.K., Aspen
U.K. Services, AMAL, AUL and AIUK Trustees, is incorporated in
the United Kingdom. Accordingly, none of us, other than Aspen
U.K. Holdings, Aspen U.K., Aspen U.K. Services, AMAL, AUL and
AIUK Trustees, should be treated as being resident in the United
Kingdom for corporation tax purposes unless our central
management and control is exercised in the United Kingdom. The
concept of central management and control is indicative of the
highest level of control of a company, which is wholly a
question of fact. Each of us, other than Aspen U.K. Holdings,
Aspen U.K., Aspen U.K. Services, AMAL, AUL and AIUK Trustees,
currently intends to manage our affairs so that none of us,
other than Aspen U.K. Holdings, Aspen U.K., Aspen U.K. Services,
AMAL, AUL and AIUK Trustees, is resident in the United Kingdom
for tax purposes.
A company not resident in the United Kingdom for corporation tax
purposes can nevertheless be subject to U.K. corporation tax if
it carries on a trade through a permanent establishment in the
United Kingdom but the charge to U.K. corporation tax is limited
to profits (including revenue profits and capital gains)
attributable directly or indirectly to such permanent
establishment.
Each of us, other than Aspen U.K. Holdings, Aspen U.K., Aspen
U.K. Services, AMAL, AUL and AIUK Trustees (which should be
treated as resident in the United Kingdom by virtue of being
incorporated and managed there), currently intends that we will
operate in such a manner so that none of us (other than Aspen
U.K. Holdings, Aspen U.K., Aspen U.K. Services, AMAL, AUL and
AIUK Trustees), carries on a trade through a permanent
establishment in the United Kingdom. Nevertheless, because
neither case law nor U.K. statute definitively defines the
activities that constitute trading in the United Kingdom through
a permanent establishment, Her Majestys Revenue and
Customs might contend successfully that any of us (other than
Aspen U.K. Holdings, Aspen U.K., Aspen U.K. Services, AMAL, AUL
and AIUK Trustees) are/is trading in the United Kingdom through
a permanent establishment.
The United Kingdom has no income tax treaty with Bermuda. There
are circumstances in which companies that are neither resident
in the United Kingdom nor entitled to the protection afforded by
a double tax treaty between the United Kingdom and the
jurisdiction in which they are resident may be exposed to income
tax in the United Kingdom (other than by deduction or
withholding) on the profits of a trade carried on there even if
that trade is not carried on through a permanent establishment
but each of us intends that we will operate in such a manner
that none of us will fall within the charge to income tax in the
United Kingdom (other than by deduction or withholding) in this
respect.
If any of us, other than Aspen U.K. Holdings, Aspen U.K., Aspen
U.K. Services, AMAL, AUL and AIUK Trustees, were treated as
being resident in the United Kingdom for U.K. corporation tax
purposes, or if any of us were to be treated as carrying on a
trade in the United Kingdom through a permanent establishment,
our results of operations could be materially adversely affected.
Any arrangements between U.K.-resident entities of the Aspen
group and other members of the Aspen group are subject to the
U.K. transfer pricing regime. Consequently, if any agreement
between a U.K.-resident entity of the Aspen group and any other
Aspen group entity (whether that entity is resident in or
outside the U.K.) is found not to be on arms length terms
and as a result a U.K. tax advantage is being obtained, an
adjustment will be required to compute U.K. taxable profits as
if such an agreement were on arms length terms. Any
transfer pricing adjustment could adversely impact the tax
charge suffered by the relevant U.K.-resident entities of the
Aspen group.
Possible changes to the U.K. system of taxation of foreign
profits are currently under active consideration by Her
Majestys Treasury. Consultation is ongoing to discuss an
exemption system for foreign dividends, changes to the U.K.
Controlled Foreign Company rules and an additional restriction
the deductibility of interest payments from U.K. taxable profits
by reference to groupwide external interest payments. Some of
these changes are expected to come into effect during 2009, and
early draft legislation has been published for consultation. Any
changes to the U.K. rules in these areas could affect the
U.K.-resident entities of the Aspen group.
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Holders
of 10% or more of Aspen Holdings shares may be subject to
U.S. income taxation under the controlled foreign
corporation (CFC) rules.
If you are a 10% U.S. Shareholder (defined as a
U.S. Person (as defined below) who owns (directly,
indirectly through foreign entities or
constructively (as defined below)) at least 10% of
the total combined voting power of all classes of stock entitled
to vote of a foreign corporation), that is a CFC for an
uninterrupted period of 30 days or more during a taxable
year, and you own shares in the foreign corporation directly or
indirectly through foreign entities on the last day of the
foreign corporation
s taxable year on which it is a
CFC, you must include in your gross income for U.S. federal
income tax purposes your pro rata share of the CFCs
subpart F income, even if the subpart F income is
not distributed. Subpart F income of a foreign
insurance corporation typically includes foreign personal
holding company income (such as interest, dividends and other
types of passive income), as well as insurance and reinsurance
income (including underwriting and investment income). A foreign
corporation is considered a CFC if 10%
U.S. Shareholders own (directly, indirectly through
foreign entities or by attribution by application of the
constructive ownership rules of section 958(b) of the Code
(i.e., constructively)) more than 50% of the total
combined voting power of all classes of voting stock of that
foreign corporation, or the total value of all stock of that
foreign corporation. For purposes of taking into account
insurance income, a CFC also includes a foreign insurance
company in which more than 25% of the total combined voting
power of all classes of stock (or more than 25% of the total
value of the stock) is owned by 10% U.S. Shareholders on
any day during the taxable year of such corporation, if the
gross amount of premiums or other consideration for the
reinsurance or the issuing of insurance or annuity contracts
(other than certain insurance or reinsurance related to some
country risks written by certain insurance companies, not
applicable here) exceeds 75% of the gross amount of all premiums
or other consideration in respect of all risks.
For purposes of this discussion, the term
U.S. Person means: (i) a citizen or
resident of the United States, (ii) a partnership or
corporation created or organized in or under the laws of the
United States, or organized under the laws of any political
subdivision thereof, (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its
source, (iv) a trust if either (x) a court within the
United States is able to exercise primary supervision over the
administration of such trust and one or more U.S. Persons
have the authority to control all substantial decisions of such
trust or (y) the trust has a valid election in effect to be
treated as a U.S. Person for U.S. federal income tax
purposes or (z) any other person or entity that is treated
for U.S. federal income tax purposes as if it were one of
the foregoing.
We believe that because of the anticipated dispersion of our
share ownership, provisions in our organizational documents that
limit voting power (these provisions are described under
Bye-laws in Part II, Item 5(g) below) and
other factors, no U.S. Person who owns shares of Aspen
Holdings directly or indirectly through one or more foreign
entities should be treated as owning (directly, indirectly
through foreign entities, or constructively) 10% or more of the
total voting power of all classes of shares of Aspen Holdings or
any of its foreign subsidiaries. It is possible, however, that
the IRS could successfully challenge the effectiveness of these
provisions.
U.S.
Persons who hold our shares may be subject to U.S. income
taxation at ordinary income rates on their proportionate share
of our related party insurance income
(RPII).
If the RPII (determined on a gross basis) of any of our foreign
Insurance Subsidiaries were to equal or exceed 20% of that
companys gross insurance income in any taxable year and
direct or indirect insureds (and persons related to those
insureds) own directly or indirectly through entities 20% or
more of the voting power or value of Aspen Holdings, then a
U.S. Person who owns any shares of such foreign Insurance
Subsidiary (directly or indirectly through foreign entities) on
the last day of the taxable year on which it is an RPII CFC
would be required to include in its income for U.S. federal
income tax purposes such persons pro rata share of such
companys RPII for the entire taxable year, determined as
if such RPII were distributed proportionately only to
U.S. Persons at that date regardless of whether such income
is distributed, in which case your investment could be
materially adversely affected. In addition, any RPII
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that is includible in the income of a U.S. tax-exempt
organization may be treated as unrelated business taxable
income. The amount of RPII earned by a foreign Insurance
Subsidiary (generally, premium and related investment income
from the indirect or direct insurance or reinsurance of any
direct or indirect U.S. holder of shares or any person
related to such holder) will depend on a number of factors,
including the identity of persons directly or indirectly insured
or reinsured by the company. We believe that the direct or
indirect insureds of each of our foreign Insurance Subsidiaries
(and related persons) did not directly or indirectly own 20% or
more of either the voting power or value of our shares in prior
years of operation and we do not expect this to be the case in
the foreseeable future. Additionally, we do not expect gross
RPII of each of our foreign Insurance Subsidiaries to equal or
exceed 20% of its gross insurance income in any taxable year for
the foreseeable future, but we cannot be certain that this will
be the case because some of the factors which determine the
extent of RPII may be beyond our control.
U.S.
Persons who dispose of our shares may be subject to U.S. federal
income taxation at the rates applicable to dividends on a
portion of such disposition.
The section 1248 of the Internal Revenue Service Code of
1986, as amended, in conjunction with the RPII rules provides
that if a U.S. Person disposes of shares in a foreign
insurance corporation in which U.S. Persons own 25% or more
of the shares (even if the amount of gross RPII is less than 20%
of the corporations gross insurance income and the
ownership of its shares by direct or indirect insureds and
related persons is less than the 20% threshold), any gain from
the disposition will generally be treated as a dividend to the
extent of the holders share of the corporations
undistributed earnings and profits that were accumulated during
the period that the holder owned the shares (whether or not such
earnings and profits are attributable to RPII). In addition,
such a holder will be required to comply with certain reporting
requirements, regardless of the amount of shares owned by the
holder. These RPII rules should not apply to dispositions of our
shares because Aspen Holdings will not itself be directly
engaged in the insurance business. The RPII provisions, however,
have never been interpreted by the courts or the Treasury
Department in final regulations, and regulations interpreting
the RPII provisions of the Code exist only in proposed form. It
is not certain whether these regulations will be adopted in
their proposed form or what changes or clarifications might
ultimately be made thereto or whether any such changes, as well
as any interpretation or application of the RPII rules by the
IRS, the courts, or otherwise, might have retroactive effect.
The Treasury Department has authority to impose, among other
things, additional reporting requirements with respect to RPII.
Accordingly, the meaning of the RPII provisions and the
application thereof to us is uncertain.
U.S.
Persons who hold our shares will be subject to adverse tax
consequences if we are considered to be a passive foreign
investment company (PFIC) for U.S. federal income
tax purposes.
If we are considered a PFIC for U.S. federal income tax
purposes, a U.S. Person who owns any of our shares will be
subject to adverse tax consequences including subjecting the
investor to a greater tax liability than might otherwise apply
and subjecting the investor to tax on amounts in advance of when
tax would otherwise be imposed, in which case your investment
could be materially adversely affected. In addition, if we were
considered a PFIC, upon the death of any U.S. individual
owning shares, such individuals heirs or estate would not
be entitled to a
step-up
in the basis of the shares that might otherwise be available
under U.S. federal income tax laws. We believe that we are
not, have not been, and currently do not expect to become, a
PFIC for U.S. federal income tax purposes. We cannot assure
you, however, that we will not be deemed a PFIC by the IRS. If
we were considered a PFIC, it could have material adverse tax
consequences for an investor that is subject to
U.S. federal income taxation. There are currently no
regulations regarding the application of the PFIC provisions to
an insurance company. New regulations or pronouncements
interpreting or clarifying these rules may be forthcoming. We
cannot predict what impact, if any, such guidance would have on
an investor that is subject to U.S. federal income taxation.
76
U.S.
tax-exempt organizations who own our shares may recognize
unrelated business taxable income.
A U.S. tax-exempt organization may recognize unrelated
business taxable income if a portion of the insurance income of
either of our foreign Insurance Subsidiaries is allocated to the
organization, which generally would be the case if either of our
foreign Insurance Subsidiaries is a CFC and the tax-exempt
shareholder is a U.S. 10% Shareholder or there is RPII,
certain exceptions do not apply and the tax-exempt organization
owns any shares of the Company. Although we do not believe that
any U.S. Persons should be allocated such insurance income,
we cannot be certain that this will be the case.
U.S. tax-exempt investors are advised to consult their own
tax advisors.
Changes
in U.S. federal income tax law could materially adversely affect
an investment in our shares.
Legislation has been introduced in the U.S. Congress
intended to eliminate certain perceived tax advantages of
companies (including insurance companies) that have legal
domiciles outside the United States but have certain
U.S. connections. For example, legislation has been
introduced in Congress to limit the deductibility of reinsurance
premiums paid by U.S. companies to foreign affiliates,
which, if enacted, could adversely impact our results.
Further, the U.S. federal income tax laws and
interpretations regarding whether a company is engaged in a
trade or business within the United States, or is a PFIC, or
whether U.S. Persons would be required to include in their
gross income the subpart F income or the RPII of a
CFC are subject to change, possibly on a retroactive basis.
There are currently no regulations regarding the application of
the PFIC rules to insurance companies and the regulations
regarding RPII are still in proposed form. New regulations or
pronouncements interpreting or clarifying such rules may be
forthcoming. We cannot be certain if, when or in what form such
regulations or pronouncements may be provided and whether such
guidance will have a retroactive effect.
The
impact of Bermudas letter of commitment to the
Organization for Economic Cooperation and Development to
eliminate harmful tax practices is uncertain and could adversely
affect our tax status in Bermuda.
The Organization for Economic Cooperation and Development (the
OECD), has published reports and launched a global
dialogue among member and non-member countries on measures to
limit harmful tax competition. These measures are largely
directed at counteracting the effects of tax havens and
preferential tax regimes in countries around the world. In the
OECDs report dated April 18, 2002 and periodically
updated, Bermuda was not listed as a tax haven jurisdiction
because it had previously signed a letter committing itself to
eliminate harmful tax practices and to embrace international tax
standards for transparency, exchange of information and the
elimination of any aspects of the regimes for financial and
other services that attract business with no substantial
domestic activity. We are not able to predict what changes will
arise from the commitment or whether such changes will subject
us to additional taxes.
77
Additional
Information
Aspens website address is
www.aspen.bm
. We make
available on our website our Annual Reports on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K,
and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or
furnished to the SEC.
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Item 1B.
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Unresolved
Staff Comments
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Not applicable.
We entered into an agreement in July 2004 to lease three floors
comprising a total of approximately 15,000 square feet in
Hamilton, Bermuda for our holding company and Bermuda
operations. The term of the rental lease agreement is for six
years, and we have agreed to pay approximately a total of
$1 million per year in rent for the three floors for the
first three years. We moved into these premises on
January 30, 2006. Beginning in 2009, we will pay
$1.3 million in rent annually.
For our U.K.-based reinsurance and insurance operations, on
April 1, 2005, Aspen U.K. signed an agreement for under
leases (following our entry in October 2004 into a heads of
terms agreement) with B.L.C.T. (29038) Limited (the
landlord), Tamagon Limited and Cleartest Limited in connection
with leasing office space in London of approximately a total of
49,500 square feet covering three floors. The term of each
lease for each floor commenced in November 2004 and runs for
15 years. In 2007, the building was sold to Tishman
International. The terms of the lease remain unchanged. We began
paying the yearly basic rent of approximately
£2.7 million per annum in November 2007. The basic
annual rent for each of the leases will each be subject to
5-yearly
upwards-only rent reviews. We also license office space within
the Lloyds building on the basis of a renewable
twelve-month lease.
We also have entered into leases for office space in locations
of our subsidiary operations. These locations include Boston,
Massachusetts; Rocky Hill, Connecticut; Alpharetta, Georgia;
Scottsdale, Arizona; Pasadena, California; Manhattan Beach,
California and Atlanta, Georgia in the U.S. Our
international offices for our subsidiaries include locations in
Paris, Zurich, Singapore and Dublin.
We believe that our office space is sufficient for us to conduct
our operations for the foreseeable future in these locations.
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Item 3.
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Legal
Proceedings
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Similar to the rest of the insurance and reinsurance industry,
we are subject to litigation and arbitration in the ordinary
course of business. While any proceeding contains an element of
uncertainty, we do not believe that the eventual outcome of any
litigation or arbitration proceeding to which we are presently a
party will have a material adverse effect on our financial
condition or business. Our subsidiaries are regularly engaged in
the investigation and the defense of claims arising out of their
business. Pursuant to our insurance and reinsurance
arrangements, disputes are generally required to be finally
settled by arbitration.
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Item 4.
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Submission
of Matters to a Vote of Security Holders
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No matters were submitted to a vote of shareholders during the
fourth quarter of the fiscal year covered by this report.
78
PART II
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Item 5.
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Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
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(a) Our ordinary shares began publicly trading on
December 4, 2003. Our NYSE symbol is AHL. Prior to that
time, there was no trading market for our ordinary shares. The
following table sets forth, for the periods indicated, the high
and low sales prices per share of our ordinary shares as
reported in composite New York Stock Exchange trading:
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Price Range of
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Dividends Paid Per
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Ordinary Shares
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Ordinary Share
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High
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Low
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Period
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2008
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First Quarter
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$
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29.90
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$
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25.67
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$
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0.15
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Second Quarter
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$
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27.37
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$
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23.67
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$
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0.15
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Third Quarter
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$
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28.07
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$
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22.58
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$
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0.15
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Fourth Quarter
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$
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27.20
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$
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14.33
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$
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0.15
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2007
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First Quarter
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$
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27.35
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$
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25.20
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$
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0.15
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Second Quarter
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$
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28.70
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$
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25.62
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$
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0.15
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Third Quarter
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$
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28.68
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$
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22.63
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$
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0.15
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Fourth Quarter
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$
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30.34
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$
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26.12
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$
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0.15
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(b) As of February 1, 2009, there were 89 holders of
record of our ordinary shares, not including beneficial owners
of ordinary shares registered in nominee or street name, and
there was one holder of record of each of our Perpetual PIERS
and Perpetual Preference Shares.
(c) Any determination to pay cash dividends will be at the
discretion of our Board of Directors and will be dependent upon
our results of operations and cash flows, our financial position
and capital requirements, general business conditions, legal,
tax, regulatory and any contractual restrictions on the payment
of dividends and any other factors our Board of Directors deems
relevant at the time. See table above for dividends paid.
We are a holding company and have no direct operations. Our
ability to pay dividends depends, in part, on the ability of our
Insurance Subsidiaries to pay us dividends. The Insurance
Subsidiaries are subject to significant regulatory restrictions
limiting their ability to declare and pay dividends. For a
summary of these restrictions, see Part I, Item 1,
Business Regulatory Matters and
Part II, Item 7, Managements Discussion
and Analysis of Financial Condition and Results of
Operations.
Additionally, we are subject to Bermuda regulatory constraints
that will affect our ability to pay dividends on our ordinary
shares and make other payments. Under the Companies Act, we may
declare or pay a dividend out of distributable reserves only if
we have reasonable grounds for believing that we are, and would
after the payment be, able to pay our liabilities as they become
due and if the realizable value of our assets would thereby not
be less than the aggregate of our liabilities and issued share
capital and share premium accounts.
Generally, unless the full dividends for the most recently ended
dividend period on all outstanding Perpetual PIERS, any
preference shares issued upon conversion of our Perpetual PIERS,
and Perpetual Preference Shares have been declared and paid, we
cannot declare or pay a dividend on our ordinary shares. Our
credit facilities also restrict our ability to pay dividends.
See Part II, Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations Liquidity.
(d) In connection with our Names Options, under the
Option Instrument (as defined below), the Names Trustee
may exercise the Names Options on a monthly basis. The
Names Options were
79
exercised on a cashless basis at the exercise price as described
further below under Item 5(h). As a result, we issued the
following unregistered shares to the Names Trustee and its
beneficiaries in the three months ending December 31, 2008.
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Number of
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Date Issued
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Shares Issued
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October 15, 2008
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367
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December 15, 2008
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37
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None of the transactions involved any underwriters, underwriting
discounts or commissions, or any public offering and we believe
that each transaction, if deemed to be a sale of a security, was
exempt from the registration requirements of the Securities Act
by virtue of Section 4(2) thereof or Regulation S for
offerings of securities outside the United States. Such
securities were restricted as to transfers and appropriate
legends were affixed to the share certificates and instruments
in such transactions.
(e) In the fourth quarter of 2008, we made the following
share repurchases:
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Total Number
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Maximum Number
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of Shares
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(or Approximate
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Purchased as
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Dollar Value) of
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Part of
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Shares that May
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Total Number
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Average
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Publicly
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Yet be Purchased
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of Shares
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Price Paid
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Announced
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under the Plans
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Period
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Purchased
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per Share
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Plans
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of Programs
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December 15, 2008 (1)
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2,307
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$
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20.06
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(1)
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Shares repurchased from the
Names Trustee on December 30, 2008, pursuant to an
agreement dated December 15, 2008.
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(f)
Shareholders Agreement and Registration Rights
Agreement
We entered into an amended and restated shareholders
agreement dated as of September 30, 2003 with all of the
shareholders who purchased their shares in our initial private
placement, and certain members of management. Of these initial
shareholders, the Names Trustee is the only remaining
shareholder to which such agreement applies.
If a change of control (as defined in the shareholders
agreement) is approved by the Board of Directors and by
investors (as defined in the shareholders agreement)
holding not less than 60% of the voting power of shares held by
the investors (in each case, after taking into account voting
power adjustments under the bye-laws), the Names Trustee
undertakes to:
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exercise respective voting rights as shareholders to approve the
change of control; and
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tender its respective shares for sale in relation to the change
of control on terms no less favorable than those on which the
investors sell their shares.
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We also entered into an amended and restated registration rights
agreement dated as of November 14, 2003 with the existing
shareholders prior to our initial public offering, pursuant to
which we may be required to register our ordinary shares held by
such parties under the Securities Act. Any such shareholder
party or group of shareholders (other than directors, officers
or employees of the Company) that held in the aggregate
$50 million of our shares had the right to request
registration for a public offering of all or a portion of its
shares. In March 2005, certain shareholders exercised their
registration rights and sold 7,320,000 of their ordinary shares
in registered underwritten offering, which included the
underwriters exercise of their over-allotment option. In
December 2005, Wellington exercised its registration rights and
sold 6,000,000 of its ordinary shares in a registered
underwritten offering. In February 2007 and June 2007, The
Blackstone Group (Blackstone) and Credit Suisse
Private Equity exercised their registration rights and sold the
entirety of their remaining shares in the Company. In May 2008,
Candover Partners Limited, its subsidiaries and its funds under
management (Candover) exercised its registration
rights and sold the entirety of its remaining shares in the
Company. We no longer have any founding shareholders with such
demand registration rights.
80
Currently, under the registration rights agreement, if we
propose to register the sale of any of our securities under the
Securities Act (other than a registration on
Form S-8
or F-4), such parties (now only the Names Trustee) holding
our ordinary shares or other securities convertible into,
exercisable for or exchangeable for our ordinary shares, will
have the right to participate proportionately in such sale.
The registration rights agreement contains various
lock-up,
or
hold-back, agreements preventing sales of ordinary shares just
prior to and for a period following an underwritten offering. In
general, the Company agreed in the registration rights agreement
to pay all fees and expenses of registration and the subsequent
offerings, except the underwriting spread or pay brokerage
commission incurred in connection with the sales of the ordinary
shares.
(g)
Bye-Laws
Our Board of Directors approved amendments to our bye-laws on
March 3, 2005, February 16, 2006 and February 6,
2008, which were subsequently approved by our shareholders at
our annual general meetings on May 26, 2005, May 25,
2006 and April 30, 2008, respectively. Below is a
description of our bye-laws as amended.
Our Board of Directors and Corporate
Action.
Our bye-laws provide that the Board of
Directors shall consist of not less than six and not more than
15 directors. Subject to our bye-laws and Bermuda law, the
directors shall be elected or appointed by holders of ordinary
shares. Our Board of Directors is divided into three classes,
designated Class I, Class II and Class III and is
elected by the shareholders as follows. Our Class I
directors are elected to serve until the 2011 annual general
meeting, our Class II directors are elected to serve until
the 2009 annual general meeting and our Class III directors
are elected to serve until our 2010 annual general meeting.
Notwithstanding the foregoing, directors who are 70 years
or older shall be elected every year and shall not be subject to
a three-year term. In addition, notwithstanding the foregoing,
each director shall hold office until such directors
successor shall have been duly elected or until such director is
removed from office or such office is otherwise vacated. In the
event of any change in the number of directors, the Board of
Directors shall apportion any newly created directorships among,
or reduce the number of directorships in, such class or classes
as shall equalize, as nearly as possible, the number of
directors in each class. In no event will a decrease in the
number of directors shorten the term of any incumbent director.
Generally, the affirmative vote of a majority of the directors
present at any meeting at which a quorum is present shall be
required to authorize corporate action. Corporate action may
also be taken by a unanimous written resolution of the Board of
Directors without a meeting and with no need to give notice,
except in the case of removal of auditors or directors. The
quorum necessary for the transaction of business of the Board of
Directors may be fixed by the Board of Directors and, unless so
fixed at any other number, shall be a majority of directors in
office from time to time and in no event less than two directors.
Voting cutbacks.
In general, and except as
provided below, shareholders have one vote for each ordinary
share held by them and are entitled to vote at all meetings of
shareholders. However, if, and so long as, the shares of a
shareholder in the Company are treated as controlled
shares (as determined pursuant to section 958 of the
Code) of any U.S. Person and such controlled shares
constitute 9.5% or more of the votes conferred by the issued
shares of Aspen Holdings, the voting rights with respect to the
controlled shares owned by such U.S. Person shall be
limited, in the aggregate, to a voting power of less than 9.5%,
under a formula specified in our bye-laws. The formula is
applied repeatedly until the voting power of all 9.5%
U.S. Shareholders has been reduced to less than 9.5%. In
addition, our Board of Directors may limit a shareholders
voting rights when it deems it appropriate to do so to
(i) avoid the existence of any 9.5% U.S. Shareholder;
and (ii) avoid certain material adverse tax, legal or
regulatory consequences to the Company or any of its
subsidiaries or any shareholder or its affiliates.
Controlled shares includes, among other things, all
shares of the Company that such U.S. Person is deemed to
own directly, indirectly or constructively (within the meaning
of section 958 of the Code). The amount of any reduction of
votes that occurs by operation of the above limitations will
generally be reallocated proportionately among all other
shareholders of Aspen Holdings whose shares were not
controlled
81
shares of the 9.5% U.S. Shareholder so long as such:
(i) reallocation does not cause any person to become a 9.5%
U.S. Shareholder; (ii) no portion of such reallocation
shall apply to the shares held by Wellington or the Names
Trustee, except where the failure to apply such increase would
result in any person becoming a 9.5% shareholder, and
(iii) reallocation shall be limited in the case of existing
shareholders 3i, Phoenix and Montpelier Reinsurance Limited so
that none of their voting rights exceed 10% (no longer relevant
as they are not shareholders of the Company any longer). The
references in the previous sentence to Wellington, 3i, Phoenix
and Montpelier Reinsurance Limited are no longer relevant as
they are no longer shareholders of the Company.
These voting cut-back provisions have been incorporated into the
Companys by-laws to seek to mitigate the risk of any
U.S. person that owns our ordinary shares directly or
indirectly through
non-U.S. entities
being characterized as a 10% U.S. shareholders for purposes
of the U.S. controlled foreign corporation rules. If such a
direct or indirect U.S. shareholder of the Company were
characterized as 10% U.S. shareholder of the Company and
the Company or one of its subsidiaries were characterized as a
CFC, such shareholder might have to include its pro rata share
of the Company income (subject to certain exceptions) in its
U.S. federal gross income, even if there have been no
distributions to the U.S. shareholders by the Company.
Under these provisions, certain shareholders may have their
voting rights limited to less than one vote per share, while
other shareholders may have voting rights in excess of one vote
per share.
Moreover, these provisions could have the effect of reducing the
votes of certain shareholders who would not otherwise be subject
to the 9.5% limitation by virtue of their direct share
ownership. Our bye-laws provide that shareholders will be
notified of their voting interests prior to any vote to be taken
by them.
We are authorized to require any shareholder to provide
information as to that shareholders beneficial share
ownership, the names of persons having beneficial ownership of
the shareholders shares, relationships with other
shareholders or any other facts the directors may deem relevant
to a determination of the number of ordinary shares attributable
to any person. If any holder fails to respond to this request or
submits incomplete or inaccurate information, we may, in our
sole discretion, eliminate the shareholders voting rights.
All information provided by the shareholder shall be treated by
the Company as confidential information and shall be used by the
Company solely for the purpose of establishing whether any 9.5%
U.S. Shareholder exists (except as otherwise required by
applicable law or regulation).
Shareholder Action.
Except as otherwise
required by the Companies Act and our bye-laws, any question
proposed for the consideration of the shareholders at any
general meeting shall be decided by the affirmative vote of a
majority of the voting power of votes cast at such meeting (in
each case, after taking into account voting power adjustments
under the bye-laws). Our bye-laws require 21 days
notice of annual general meetings.
The following actions shall be approved by the affirmative vote
of at least seventy-five percent (75%) of the voting power of
shares entitled to vote at a meeting of shareholders (in each
case, after taking into account voting power adjustments under
the bye-laws): any amendment to Bye-Laws 13 (first
sentence Modification of Rights); 24 (Transfer of
Shares); 49 (Voting); 63, 64, 65 and 66 (Adjustment of Voting
Power); 67 (Other Adjustments of Voting Power); 76 (Purchase of
Shares); 84 or 85 (Certain Subsidiaries); provided, however,
that in the case of any amendments to Bye-Laws 24, 63, 64, 65,
66, 67 or 76, such amendment shall only be subject to this
voting requirement if the Board of Directors determines in its
sole discretion that such amendment could adversely affect any
shareholder in any non-de minimis respect. The following actions
shall be approved by the affirmative vote of at least sixty-six
percent (66%) of the voting power of shares entitled to vote at
a meeting of shareholders (in each case, after taking into
account voting power adjustments under the bye-laws): (i) a
merger or amalgamation with, or a sale, lease or transfer of all
or substantially all of the assets of the Company to a third
party, where any shareholder does not have the same right to
receive the same consideration as all other shareholders in such
transaction; or (ii) discontinuance of the Company out of
Bermuda to another
82
jurisdiction. In addition, any amendment to Bye-Law 50 shall be
approved by the affirmative vote of at least sixty-six percent
(66%) of the voting power of shares entitled to vote at a
meeting of shareholders (after taking into account voting power
adjustments under the bye-laws).
Shareholder action may be taken by resolution in writing signed
by the shareholder (or the holders of such class of shares) who
at the date of the notice of the resolution in writing represent
the majority of votes that would be required if the resolution
had been voted on at a meeting of the shareholders.
Amendment.
Our bye-laws may be revoked or
amended by a majority of the Board of Directors, but no
revocation or amendment shall be operative unless and until it
is approved at a subsequent general meeting of the Company by
the shareholders by resolution passed by a majority of the
voting power of votes cast at such meeting (in each case, after
taking into account voting power adjustments under the bye-laws)
or such greater majority as required by our bye-laws.
Voting of
Non-U.S. Subsidiary
Shares.
If we are required or entitled to vote at
a general meeting of any of Aspen U.K., Aspen Bermuda, Aspen
U.K. Holdings, Aspen U.K. Services, AIUK Trustees, AMAL, AUL or
any other directly held
non-U.S. subsidiary
of ours (together, the
Non-U.S. Subsidiaries),
our directors shall refer the subject matter of the vote to our
shareholders and seek direction from such shareholders as to how
they should vote on the resolution proposed by the
Non-U.S. Subsidiary.
Substantially similar provisions are or will be contained in the
bye-laws (or equivalent governing documents) of the
Non-U.S. Subsidiaries.
At the 2009 annual general meeting, we are seeking to amend this
provision to require the application of this Bye-Law only in the
event that a voting cutback is required, as described above.
Capital Reduction.
In the event of a reduction
of capital, our bye-laws require that such reduction apply to
the entire class or series of shares affected. We may not permit
a reduction of part of a class or series of shares.
Treasury Shares.
Our bye-laws permit the Board
of Directors, at its discretion and without the sanction of a
shareholder resolution, to authorize the acquisition of our own
shares, or any class, at any price (whether at par or above or
below) to be held as treasury shares upon such terms as the
Board of Directors may determine, provided always that such
acquisition is effected in accordance with the provisions of the
Companies Act. Subject to the provisions of the bye-laws, any of
our shares held as treasury shares shall be at the disposal of
the Board, which may hold all or any of the shares, dispose of
or transfer all or any of the shares for cash or other
consideration, or cancel all or any of the shares.
Corporate Purpose.
Our certificate of
incorporation, memorandum of association and our bye-laws do not
restrict our corporate purpose and objects.
(h)
Investor Options
Upon our formation in June 2002, we issued to Wellington options
to purchase 3,781,120 non-voting shares (the Wellington
Options) and issued to the Names Trustee, as trustee
of the Names Trust for the benefit of the unaligned
members of Syndicate 2020 (the Unaligned Members),
options to purchase 3,006,760 non-voting shares (the
Names Options, and together with the
Wellington Options, the Investor Options). All
non-voting shares issued or to be issued upon the exercise of
the Investor Options will automatically convert into ordinary
shares at a
one-to-one
ratio upon issuance. On December 22, 2005, Wellington
transferred the Wellington Options to its wholly-owned
subsidiary Wellington Investment. On March 28, 2007,
Wellington Investment exercised all of its 3,781,120 options on
a cashless basis, for which 426,083 ordinary shares were issued.
As of February 17, 2009, the Names Trustee held
1,285,522 Names Options. The rights of the holders of the
Investor Options are governed by an option instrument dated
June 21, 2002, which was amended and restated on
December 2, 2003 and further amended and restated on
September 30, 2005, to effect certain of the provisions
described below (the Option Instrument). The term of
the Investor Options expires on June 21, 2012. The Investor
Options may be exercised in whole or in part.
83
The Names Options are exercisable without regard to a
minimum number of options to be exercised, at a sale (as defined
in the Option Instrument) and on a monthly basis beginning in
October 2005 (expiring June 21, 2012 unless earlier lapsed)
following notification by the Unaligned Members to the
Names Trustee of their elections to exercise the
Names Options.
The Investor Options will lapse on the earlier occurrence of
(i) the end of the term of the Investor Options,
(ii) the liquidation of the Company (other than a
liquidation in connection with a reconstruction or amalgamation)
or (iii) the completion of a sale (if such options are not
exercised in connection with such sale).
The exercise price payable for each option share is £10,
together with interest accruing at 5% per annum (less any
dividends or other distributions) from the date of issue of the
Investor Options (June 21, 2002) until the date of
exercise of the Investor Options. The exercise price per option
as at February 15, 2009 was approximately £11.98. Each
optionholder may exercise its options on a cashless basis,
subject to relevant requirements of the Companies Act. A
cashless exercise allows the optionholders to realize, through
the receipt of ordinary shares, the economic benefit of the
difference between the subscription price under the Investor
Options and the then-prevailing market prices without having to
pay the subscription price for any such ordinary shares. As a
result, the optionholder receives fewer shares upon exercise.
For any exercise of the Investor Options on a cashless basis,
the number of ordinary shares to be issued would be based on the
difference between the exercise price on the date of exercise
and the then-prevailing market price of the ordinary shares,
calculated using the average closing price for five preceding
trading days.
Following the issuance of the Investor Options, there are a
range of anti-dilution protections for the optionholders if any
issuance or reclassification of our shares or similar matters
are effected below fair market value, subject to certain
exceptions. Under these circumstances, an adjustment to the
subscription rights of the optionholders or the subscription
price of the Investor Options shall be made by our Board of
Directors. If optionholders holding 75% or more of the rights to
subscribe for non-voting shares under the Investor Options so
request, any adjustment proposed by our Board of Directors may
be referred to independent financial advisors for their
determination.
(i)
Description of our Perpetual PIERS
In December 2005, our Board of Directors authorized the issuance
and sale of up to an aggregate amount of 4,600,000 of our 5.625%
Perpetual PIERS, with a liquidation preference of $50 per
security. In the event of a liquidation, winding up or
dissolution of the Company, our ordinary shares will rank junior
to our Perpetual PIERS.
Dividends on our Perpetual PIERS are payable on a non-cumulative
basis only when, as and if declared by our Board of Directors at
the annual rate of 5.625% of the $50 liquidation preference of
each Perpetual PIERS, payable quarterly in cash, or if we elect,
ordinary shares or a combination of cash and ordinary shares.
Generally, unless the full dividends for the most recently ended
dividend period on all outstanding Perpetual PIERS, any
perpetual preference shares issued upon conversion of the
Perpetual PIERS and Perpetual Preference Shares have been
declared and paid, we cannot declare or pay a dividend on our
ordinary shares.
Each Perpetual PIERS is convertible, at the holders option
at any time, initially based on a conversion rate of 1.7077
ordinary shares per $50 liquidation preference of Perpetual
PIERS (equivalent to an initial conversion price of
approximately $29.28 per ordinary share), subject to certain
adjustments.
Whenever dividends on any Perpetual PIERS have not been declared
and paid for the equivalent of any six dividend periods, whether
or not consecutive (a nonpayment), subject to
certain conditions, the holders of our Perpetual PIERS will be
entitled to the appointment of two directors, and the number of
directors that comprise our Board will be increased by the
number of directors so appointed. These appointing rights and
the terms of the directors so appointed will continue until
dividends on our Perpetual PIERS and any such series of voting
preference shares following the nonpayment shall have been fully
paid for at least four consecutive dividend periods.
84
In addition, the affirmative vote or consent of the holders of
at least
66
2
/
3
%
of the aggregate liquidation preference of outstanding Perpetual
PIERS and any series of appointing preference shares, acting
together as a single class, will be required for the
authorization or issuance of any class or series of share
capital (or security convertible into or exchangeable for
shares) ranking senior to our Perpetual PIERS as to dividend
rights or rights upon our liquidation,
winding-up
or dissolution and for amendments to our memorandum of
association or bye-laws that would materially adversely affect
the rights of holders of Perpetual PIERS.
Our Perpetual PIERS are listed on the NYSE under the symbol
AHLPR.
(j)
Description of our Perpetual Preference Shares
In November 2006, our Board of Directors authorized the issuance
and sale of up to an aggregate amount of 8,000,000 of our 7.401%
Perpetual Preference Shares, with a liquidation preference of
$25 per security. In the event of our liquidation, winding up or
dissolution, our ordinary shares will rank junior to our
Perpetual Preference Shares.
Dividends on our Perpetual Preference Shares are payable on a
non-cumulative basis only when, as and if declared by our Board
of Directors at the annual rate of 7.401% of the $25 liquidation
preference of each Perpetual Preference Share, payable quarterly
in cash. Commencing on January 1, 2017, dividends on our
Perpetual Preference Shares will be payable, on a non-cumulative
basis, when, as and if declared by our Board of Directors, at a
floating annual rate equal to
3-month
LIBOR plus 3.28%. This floating dividend rate will be reset
quarterly. Generally, unless the full dividends for the most
recently ended dividend period on all outstanding Perpetual
Preference Shares, Perpetual PIERS and any perpetual preference
shares issued upon conversion of the Perpetual PIERS have been
declared and paid, we cannot declare or pay a dividend on our
ordinary shares.
Whenever dividends on any Perpetual Preference Shares shall have
not been declared and paid for the equivalent of any six
dividend periods, whether or not consecutive (a
nonpayment), subject to certain conditions, the
holders of our Perpetual Preference Shares, acting together as a
single class with holders of any and all other series of
preference shares having similar appointing rights then
outstanding (including any Perpetual PIERS and any perpetual
preference shares issued upon conversion of the Perpetual
PIERS), will be entitled to the appointment of two directors,
and the number of directors that comprise our Board will be
increased by the number of directors so appointed. These
appointing rights and the terms of the directors so appointed
will continue until dividends on our Perpetual Preference Shares
and any such series of voting preference shares following the
nonpayment shall have been fully paid for at least four
consecutive dividend periods.
In addition, the affirmative vote or consent of the holders of
at least
66
2
/
3
%
of the aggregate liquidation preference of outstanding Perpetual
Preference Shares and any series of appointing preference shares
(including any Perpetual PIERS and any perpetual preference
shares issued upon conversion of the Perpetual PIERS), acting
together as a single class, will be required for the
authorization or issuance of any class or series of share
capital (or security convertible into or exchangeable for
shares) ranking senior to the Perpetual Preference Shares as to
dividend rights or rights upon our liquidation,
winding-up
or dissolution and for amendments to our memorandum of
association or bye-laws that would materially adversely affect
the rights of holders of Perpetual Preference Shares.
On and after January 1, 2017, we may redeem the Perpetual
Preference Shares at our option, in whole or in part, at a
redemption price equal to $25 per Perpetual Preference Share,
plus any declared and unpaid dividends.
Our Perpetual Preference Shares are listed on the NYSE under the
symbol AHLPRA.
85
Performance
Graph
The following information is not deemed to be
soliciting material or to be filed with
the SEC or subject to the liabilities of Section 18 of the
Exchange Act, and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by
the Company under the Securities Act or the Exchange Act.
The following graph compares cumulative return on our ordinary
shares, including reinvestment of dividends of our ordinary
shares, to such return for the S&P 500 Composite Stock
Price Index and S&Ps Super Composite
Property-Casualty Insurance Index, for the period commencing
December 31, 2003 and ending on December 31, 2008,
assuming $100 was invested on December 31, 2003. The
measurement point on the graph below represents the cumulative
shareholder return as measured by the last sale price at the end
of each calendar month during the period from December 31,
2003 through December 31, 2008. As depicted in the graph
below, during this period, the cumulative total return
(1) on our ordinary shares was 7.99%, (2) for the
S&P 500 Composite Stock Price Index was −10.49% and
(3) for the S&P Super Composite Property-Casualty
Insurance Index was −1.31%.
86
|
|
Item 6.
|
Selected
Consolidated Financial Data
|
The following table sets forth our selected historical financial
information for the period ended and as of the dates indicated.
The summary income statement data for the twelve months ended
December 31, 2008, 2007, 2006, 2005 and 2004 and the
balance sheet data as of December 31, 2008, 2007, 2006,
2005 and 2004 are derived from our audited consolidated
financial statements. The consolidated financial statements as
of December 31, 2008, and for each of the twelve months
ended December 31, 2008, 2007 and 2006, and the report
thereon of KPMG Audit Plc, an independent registered public
accounting firm, are included elsewhere in this report. These
historical results are not necessarily indicative of results to
be expected from any future period. Due to our limited operating
history, the ratios presented may not be indicative of our
future performance. You should read the following selected
consolidated financial information along with the information
contained in this report, including Item 8, Financial
Statements and Supplementary Data and Item 7,
Managements Discussion and Analysis of Financial
Condition and Results of Operations and the audited
consolidated financial statements, condensed consolidated
financial statements and related notes included elsewhere in
this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
($ in millions, except per share amounts and percentages)
|
|
|
Summary Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums
|
|
$
|
2,001.7
|
|
|
$
|
1,818.5
|
|
|
$
|
1,945.5
|
|
|
$
|
2,092.5
|
|
|
$
|
1,586.2
|
|
Net premiums written
|
|
|
1,835.5
|
|
|
|
1,601.4
|
|
|
|
1,663.6
|
|
|
|
1,651.5
|
|
|
|
1,357.6
|
|
Net premiums earned
|
|
|
1,701.7
|
|
|
|
1,733.6
|
|
|
|
1,676.2
|
|
|
|
1,508.4
|
|
|
|
1,232.8
|
|
Loss and loss adjustment expenses
|
|
|
(1,119.5
|
)
|
|
|
(919.8
|
)
|
|
|
(889.9
|
)
|
|
|
(1,358.5
|
)
|
|
|
(723.6
|
)
|
Policy acquisition and general and administrative expenses
|
|
|
(507.4
|
)
|
|
|
(518.7
|
)
|
|
|
(490.7
|
)
|
|
|
(409.1
|
)
|
|
|
(305.0
|
)
|
Net investment income
|
|
|
139.2
|
|
|
|
299.0
|
|
|
|
204.4
|
|
|
|
121.3
|
|
|
|
68.3
|
|
Net income/(loss)
|
|
|
103.8
|
|
|
|
489.0
|
|
|
|
378.1
|
|
|
|
(177.8
|
)
|
|
|
195.1
|
|
Basic earnings per share
|
|
|
0.92
|
|
|
|
5.25
|
|
|
|
3.82
|
|
|
|
(2.40
|
)
|
|
|
2.82
|
|
Fully diluted earnings per share
|
|
|
0.89
|
|
|
|
5.11
|
|
|
|
3.75
|
|
|
|
(2.40
|
)
|
|
|
2.74
|
|
Basic weighted average shares outstanding (millions)
|
|
|
83.0
|
|
|
|
87.8
|
|
|
|
94.8
|
|
|
|
74.0
|
|
|
|
69.2
|
|
Diluted weighted average shares outstanding (millions)
|
|
|
85.5
|
|
|
|
90.4
|
|
|
|
96.7
|
|
|
|
74.0
|
|
|
|
71.1
|
|
Selected Ratios (based on U.S. GAAP income statement
data):
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
Loss ratio (on net premiums earned) (1)
|
|
|
66%
|
|
|
|
53%
|
|
|
|
53%
|
|
|
|
90%
|
|
|
|
59%
|
|
Expense ratio (on net premiums earned) (2)
|
|
|
30%
|
|
|
|
30%
|
|
|
|
29%
|
|
|
|
27%
|
|
|
|
25%
|
|
Combined ratio (3)
|
|
|
96%
|
|
|
|
83%
|
|
|
|
82%
|
|
|
|
117%
|
|
|
|
84%
|
|
Summary Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash and investments (4)
|
|
$
|
5,974.9
|
|
|
$
|
5,930.5
|
|
|
$
|
5,218.1
|
|
|
$
|
4,468.5
|
|
|
$
|
3,041.2
|
|
Premiums receivable (5)
|
|
|
762.5
|
|
|
|
680.1
|
|
|
|
688.1
|
|
|
|
541.4
|
|
|
|
494.2
|
|
Total assets
|
|
|
7,288.8
|
|
|
|
7,201.3
|
|
|
|
6,640.1
|
|
|
|
6,537.8
|
|
|
|
3,943.1
|
|
Loss and loss adjustment expense reserves
|
|
|
3,070.3
|
|
|
|
2,946.0
|
|
|
|
2,820.0
|
|
|
|
3,041.6
|
|
|
|
1,277.9
|
|
Reserves for unearned premiums
|
|
|
810.7
|
|
|
|
757.6
|
|
|
|
841.3
|
|
|
|
868.0
|
|
|
|
714.0
|
|
Bank debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term debt
|
|
|
249.5
|
|
|
|
249.5
|
|
|
|
249.4
|
|
|
|
249.3
|
|
|
|
249.3
|
|
Total shareholders equity
|
|
|
2,779.1
|
|
|
|
2,817.6
|
|
|
|
2,389.3
|
|
|
|
2,039.8
|
|
|
|
1,481.5
|
|
87
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|
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|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
|
($ in millions, except per share amounts and percentages)
|
|
|
Per Share Data (Based on U.S. GAAP Balance Sheet
Data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per ordinary share (6)
|
|
$
|
28.85
|
|
|
$
|
27.95
|
|
|
$
|
22.44
|
|
|
$
|
19.39
|
|
|
$
|
21.37
|
|
Diluted book value per share (treasury stock method) (7)
|
|
$
|
28.10
|
|
|
$
|
27.08
|
|
|
$
|
21.92
|
|
|
$
|
18.81
|
|
|
$
|
20.79
|
|
Cash dividend declared per ordinary share
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.60
|
|
|
$
|
0.12
|
|
|
|
|
(1)
|
|
The loss ratio is calculated by
dividing losses and loss adjustment expenses by net premiums
earned.
|
|
(2)
|
|
The expense ratio is calculated by
dividing policy acquisition expenses and general and
administrative expenses by net premiums earned.
|
|
(3)
|
|
The combined ratio is the sum of
the loss ratio and the expense ratio.
|
|
(4)
|
|
Total cash and investments include
cash, cash equivalents, fixed maturities, other investments,
short-term investments, accrued interest and receivables for
investments sold.
|
|
(5)
|
|
Premiums receivable including
funds withheld.
|
|
(6)
|
|
Book value per ordinary share is
based on total shareholders equity, excluding the
aggregate value of the liquidation preferences of our preference
shares, divided by the number of shares outstanding of
69,315,099, 95,209,008, 87,788,375, 85,510,673 and 81,506,503 at
December 31, 2004, 2005, 2006, 2007 and 2008, respectively.
In calculating the number of shares outstanding as at
December 31, 2007 for this purpose, we have deducted shares
delivered to us and canceled on January 22, 2008 pursuant
to our accelerated share repurchase agreement.
|
|
(7)
|
|
Diluted book value per share is
calculated based on total shareholders equity, excluding
the aggregate value of the liquidation preferences of our
preference shares, at December 31, 2004, 2005, 2006, 2007
and 2008, divided by the number of dilutive equivalent shares
outstanding of 71,271,170, 98,126,046, 89,876,459, 88,268,968
and 83,705,984 at December 31, 2004, 2005, 2006, 2007 and
2008, respectively. At December 31, 2004, 2005, 2006, 2007
and 2008, there were 1,956,071, 2,917,038, 2,088,084, 2,758,295
and 2,199,481 of dilutive equivalent shares, respectively.
Potentially dilutive shares outstanding are calculated using the
treasury method and all relate to employee, director and
investor options.
|
88
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following is a discussion and analysis of the results of our
operations for the twelve months ended December 31, 2008,
2007 and 2006 and of our financial condition at
December 31, 2008. This discussion and analysis should be
read in conjunction with our audited consolidated financial
statements and accompanying Notes included in this report. This
discussion contains forward-looking statements that involve
risks and uncertainties and that are not historical facts,
including statements about our beliefs and expectations. Our
actual results could differ materially from those anticipated in
these forward-looking statements as a result of various factors,
including those discussed below and particularly under the
headings Risk Factors, Business and
Forward-Looking Statements contained in
Item 1A, Item 1, and Part I of this report,
respectively.
Aspens
Year in Review
Our principal objective in 2008 was to continue to diversify
into profitable new lines of insurance business with limited
correlation to the existing insurance and reinsurance business,
while maintaining a high quality investment portfolio. During
2008, we entered a number of new business lines while scaling
back others. We maintained a high quality fixed income portfolio
and reduced our investment in funds of hedge funds, while
ensuring appropriate levels of liquidity to support the business.
Capital management.
During 2008, we continued
to execute our strategy to optimize our capital structure. Our
total shares outstanding reduced from 85,510,673 at the end of
2007 to 81,506,503 at December 31, 2008 mainly as a result
of the purchase and cancellation of 4,080,800 shares on
May 13, 2008 for a consideration of $100 million from
Candover, the last of our founding shareholders. The repurchase
was executed under the share repurchase program authorized by
our Board on February 6, 2008 which authorized the purchase
of up to $300 million of our ordinary shares in the period
to March 1, 2010.
Diversification.
During 2008, we established
Syndicate 4711 at Lloyds, which commenced underwriting for
business incepting on or after May 1, 2008. Syndicate 4711
provides an additional distribution platform. In 2008, the
business written by Syndicate 4711 covered energy, hull, marine
liability, transportation-related liability and aviation.
In addition, we entered the financial and political risks,
financial institutions and management and technology liability
markets in 2008 which are written through Aspen U.K. We also
obtained authorization to underwrite general insurance business
in Australia and reinsurance in Singapore.
Investment management.
We have reduced our
allocation of cash and invested assets in funds of hedge funds
from 9.5% in 2007 to 5.0% at December 31, 2008 and in
February 2009, we gave notice to redeem all of our remaining
hedge fund investments. In the second half of 2008, we also
reduced our exposure to financial institutions fixed income
securities as part of our investment risk management strategy.
The duration of our fixed income portfolio has reduced from
approximately 3.4 years at December 31, 2007 to
3.1 years at December 31, 2008 and the book yield on
our fixed income portfolio has reduced from 5.1% at
December 31, 2007 to 4.6% at December 31, 2008. In
2008, we also recognized
other-than-temporary
impairment charges of $59.6 million, of which
$35.0 million was related to our holdings of Lehman
Brothers senior and subordinated debt. At December 31,
2008, approximately 35% by market value of our fixed interest
securities comprised asset-backed and mortgage-backed
securities, none of which in our opinion falls into the
sub-prime
category. We had negligible direct exposure to hybrid and
preferred securities.
Financial
Overview
The following overview of our 2006, 2007 and 2008 operating
results and financial condition is intended to identify
important themes and should be read in conjunction with the more
detailed discussion further below.
89
Net income.
For 2008, we reported income after
taxes of $103.8 million, a $385.2 million reduction
over the prior year. The reduction is due to a combination of
adverse underwriting performance mainly arising from losses of
$171.4 million, net of reinsurance recoveries,
reinstatement premiums and tax following Hurricanes Ike and
Gustav and adverse investment performance due to the turmoil in
the financial markets which has resulted in losses of
$97.3 million from our investment in funds of hedge funds
and $59.6 million of investment impairment charges. This
contrasts with 2007 which was not impacted by any significant
catastrophic events while enjoying significant positive returns.
Gross written premiums.
Total gross written
premiums increased by 10.1% in 2008 compared to 2007 but reduced
by 6.5% in 2007 compared to 2006. The changes in gross written
premiums in each of our segments for the twelve months ended
December 31, 2008 and 2007 are as follows, with reductions
shown as negative percentages.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
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|
Business Segment
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
Property Reinsurance
|
|
$
|
589.0
|
|
|
|
(2.1
|
)%
|
|
$
|
601.5
|
|
|
|
(3.5
|
)%
|
|
$
|
623.1
|
|
Casualty Reinsurance
|
|
|
416.3
|
|
|
|
(3.5
|
)%
|
|
|
431.5
|
|
|
|
(11.1
|
)%
|
|
|
485.5
|
|
International Insurance
|
|
|
867.8
|
|
|
|
30.9
|
%
|
|
|
663.0
|
|
|
|
(3.0
|
)%
|
|
|
683.4
|
|
U.S. Insurance
|
|
|
128.6
|
|
|
|
5.0
|
%
|
|
|
122.5
|
|
|
|
(20.2
|
)%
|
|
|
153.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,001.7
|
|
|
|
10.1
|
%
|
|
$
|
1,818.5
|
|
|
|
(6.5
|
)%
|
|
$
|
1,945.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The increase in gross written premiums in 2008 was driven by a
$207.9 million contribution from new underwriting teams in
international insurance established in the final quarter of 2007
and during 2008. This was offset by premium reductions in a
number of our established lines, in particular property treaty
catastrophe, property treaty risk excess, international casualty
treaty reinsurance and U.K. commercial liability insurance. We
wrote less business in 2007 than in 2006 as a result of a number
of factors, including: a less favorable pricing environment in
many lines of business, in particular property catastrophe
reinsurance, casualty treaty reinsurance, and U.K. commercial
liability insurance and the re-positioning of our
U.S. excess and surplus lines property insurance business.
Gross written premiums in our casualty reinsurance segment were
also reduced in 2007 by the relocation of our casualty
facultative business from our Marlton, New Jersey office to
Rocky Hill, Connecticut and a change in underwriting approach.
Reinsurance.
Total reinsurance ceded in the
year ended December 31, 2008 of $166.2 million was
$50.9 million lower than in the corresponding period in
2007. The overall reduction was due to our ability to take
advantage of favorable pricing conditions in 2007 which enabled
us to purchase a number of reinsurance contracts covering a
period of greater than 12 months, effectively covering the
2008 windstorm season. Costs in 2008 have also been impacted by
the recognition of $13.0 million of additional reinsurance
premiums to reinstate cover from our reinsurance program
following Hurricane Ike. Reinsurance costs in 2007 decreased by
$64.8 million compared to 2006 as we reduced our reliance
on outwards reinsurance, in line with our reduction in exposure
in property reinsurance.
Loss ratio.
We monitor the ratio of losses and
loss adjustment expenses to net earned premium (the loss
ratio) as a measure of relative underwriting performance
where a lower ratio represents a
90
better result than a higher ratio. The loss ratios for our four
business segments for the twelve months ended December 31,
2008, 2007 and 2006 were as follows:
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|
|
|
|
|
|
|
|
|
|
Loss Ratios
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Business Segment
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
Property Reinsurance
|
|
|
59.1
|
%
|
|
|
39.7
|
%
|
|
|
43.2
|
%
|
Casualty Reinsurance
|
|
|
65.8
|
%
|
|
|
69.9
|
%
|
|
|
58.3
|
%
|
International Insurance
|
|
|
71.5
|
%
|
|
|
51.7
|
%
|
|
|
53.3
|
%
|
U.S. Insurance
|
|
|
62.9
|
%
|
|
|
55.1
|
%
|
|
|
75.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
65.8
|
%
|
|
|
53.1
|
%
|
|
|
53.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net loss ratio for the twelve months ended December 31,
2008 of 65.8% is 12.7 percentage points higher than the
loss ratio for the same period in 2007 and 2006.
The increase in the property reinsurance loss ratio in 2008 was
due mainly to $128.3 million of losses, net of reinsurance
recoveries and reinstatement costs, associated with Hurricanes
Ike and Gustav. These losses increased the loss ratio by
24 percentage points compared to 2007. The combination of
limited catastrophe losses during the year ended
December 31, 2007 and $11.5 million of reserve
strengthening in 2007 compared to a $40.9 million
strengthening in 2006, produced a meaningful favorable variance
in the property reinsurance loss ratio between 2007 and 2006.
The loss ratio for casualty reinsurance improved to 65.8% from
69.9% in 2007 mainly as a result of favorable development on
prior accident years, particularly in our U.S. casualty
treaty line. Reserve releases increased from $31.8 million
in 2007 to $67.2 million in 2008. This was partially offset
by the inclusion in 2008 of $35.0 million of additional
reserves related to the global credit crisis. In 2007, we
recognized reserves of $20.0 million in addition to
$15.0 million of losses resulting from our normal
expectations within this segment associated with the global
credit crisis.
In 2008, the international insurance segment suffered from
$45.7 million of net losses and $9.9 million of net
additional reinstatement costs following Hurricanes Ike and
Gustav, increasing the loss ratio by 7.9 percentage points.
The 2008 loss ratio was also impacted by a net reserve
strengthening of $3.9 million, due to adverse prior year
deterioration in respect of California wildfires and also from
shipowners liability, both in our marine and energy
liability lines, compared to an $80.8 million reserve
release in 2007. In 2007 compared to 2006 the international
insurance segment included some moderate-sized losses in both
the marine and aviation books, offset by prior year releases
within the U.K. commercial liability account.
The U.S. insurance segment suffered in 2008 from
$14.0 million of net losses from Hurricanes Ike and Gustav,
which increased the loss ratio by 14.9 percentage points.
In 2007, U.S. property insurance benefited from improved
loss experience and U.S. casualty insurance benefited from
prior year reserve releases, when compared to 2006.
Reserve releases.
The loss ratios take into
account any changes in our assessments of reserves for unpaid
claims and loss adjustment expenses arising from earlier years.
In each of the years ended December 31, 2008, 2007 and
2006, we recorded a reduction in the level of reserves for prior
years. The amounts of these reductions and their effects on the
loss ratio in each year are shown in the following table:
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|
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|
|
|
|
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions, except for percentages)
|
|
|
Reserve Releases
|
|
$
|
83.5
|
|
|
$
|
107.4
|
|
|
$
|
51.3
|
|
% of net premiums earned
|
|
|
4.9
|
%
|
|
|
6.2
|
%
|
|
|
3.1
|
%
|
91
The reserve releases in 2008 were $23.9 million lower than
in 2007 due predominantly to reserve strengthening in our
international insurance segment compared to reserve releases in
prior years.
The reserve releases in 2007 benefited from a significant
release in our U.K. commercial liability line due to favorable
experience. Excluding the impact of deterioration in 2006 of
$35.6 million associated with the 2005 hurricanes, net
reserve releases were 5.2% of net premiums earned at
December 31, 2006.
Further information relating to the release of reserves can be
found below under Reserves for Loss and Loss
Adjustment Expenses Prior Year Loss Reserves.
Expense ratio.
We monitor the ratio of
expenses to net earned premium (the expense ratio)
as a measure of the cost effectiveness of our business
acquisition, operating and administrative processes. The table
below presents the contribution of the policy acquisition
expenses and operating and administrative expenses to the
expense ratio and the total expense ratios for the twelve months
ended December 31, 2008, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense Ratios
|
|
|
|
For the
|
|
|
For the
|
|
|
For the
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
Policy Acquisition Expenses
|
|
|
17.6
|
%
|
|
|
18.1
|
%
|
|
|
19.3
|
%
|
Operating and Administrative Expenses
|
|
|
12.2
|
%
|
|
|
11.8
|
%
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense Ratio
|
|
|
29.8
|
%
|
|
|
29.9
|
%
|
|
|
29.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Policy acquisition expenses have decreased from
$313.9 million in 2007 to $299.3 million in 2008, due
primarily to a $10.6 million reduction in profit
commissions payable to policyholders. The reduction in policy
acquisition expenses in 2007 was largely due to the impact of
the reduction in our reinsurance purchases.
Operating and administrative expenses increased by
$3.3 million when compared to 2007, due mainly to a
$6.8 million rise in costs in our international insurance
segment resulting from our entry into new business lines, which
was partially offset by a reduction in performance-related
remuneration and a weakening of the British Pound against the
U.S. Dollar.
The increases in operating and administrative expenses in 2007
compared to 2006 reflected increased bonus and long-term
incentive charges and increased costs in Bermuda, the
U.S. and the U.K. due to the hiring of new teams of
underwriters and increased investment in support functions and
infrastructure.
Investment income.
In 2008, we generated net
investment income of $139.2 million, down 53.4% on the
prior year (2007 $299.0 million,
2006 $204.4 million). The reduction was mainly
due to losses from our investments in funds of hedge funds,
which contributed a gain of $44.5 million in 2007 compared
to a loss of $97.3 million in 2008. Net investment income
increased by 46.3% in 2007 when compared to 2006 driven by
rising interest rates, fixed income sector allocation changes
translating into higher book yields and increases in total cash
and investment balance. Our fixed income portfolio book yield
reduced to 4.6% at December 31, 2008 from 5.1% at the end
of 2007 (2006 4.5%). Total cash and investments
increased from $5.9 billion at the start of 2008 to
$6.0 billion at year-end (2006
$5.2 billion). The fixed income portfolio duration
decreased from 3.4 years to 3.1 years
(2006 3.0 years) and the average credit quality
of our fixed income book is AAA, with 88% of the
portfolio being graded AA or higher. The average
credit quality of our fixed income investment portfolio was
AA+ at the end of 2007 and AAA at the
end of 2006.
The allocation to funds of hedge funds reduced from 9.5% of the
portfolio to 5.0% at the end of 2008. These alternative
investments produced an 11.4% annualized return in 2007,
compared with a 17.0% annualized loss in 2008.
92
We first invested in funds of hedge funds on April 1, 2006
with an initial investment of $150 million. At
December 31, 2006 the investment in funds of hedge funds
was $156.9 million or 3.0% of our portfolio and during 2006
we recognized $6.9 million of investment income from our
investment in these funds.
Change in fair value of derivatives.
In the
twelve months ended December 31, 2008, we recorded a
reduction in the fair value of derivatives of $7.8 million
(2007 $11.4 million reduction; 2006
$12.3 million reduction). This included a reduction of
$7.8 million (2007 $9.0 million;
2006 $Nil) in the estimated fair value of our credit
insurance contract. In the twelve months ended December 31,
2007, a charge of $2.4 million for a catastrophe swap which
expired on August 20, 2007 was also included
(2006 $12.3 million).
In addition, at December 31, 2008 we held foreign currency
derivative contracts to purchase $18.8 million of
U.S. and foreign currencies. The foreign currency contracts
are recorded as derivatives at fair value with changes recorded
as a realized foreign exchange gain or loss in our statement of
operations. For the twelve months ended December 31, 2008,
the impact of foreign currency contracts on net income is a loss
of $0.8 million (2007 loss of
$2.4 million; 2006 $Nil). Further information
on these contracts can be found in Notes 8 and 9 to the
financial statements.
Other revenues and expenses.
Other revenues
and expenses in 2008 included $8.2 million of foreign
currency exchange losses (2007 $20.6 million
gains; 2006 $9.5 million gains) and
$47.9 million of realized investment losses
(2007 $13.1 million; 2006
$8.0 million). The increase in realized investment losses
in 2008 was due to $59.6 million of charges associated with
investments we believe to be
other-than-temporarily
impaired (2007 $Nil; 2006 $Nil) which
were offset by $11.7 million of realized gains resulting
from the sale of investments in the ordinary course of business.
Interest payable was $15.6 million in 2008
(2007 $15.7 million; 2006
$16.9 million).
Other-than-temporary
impairments.
We review all of our fixed
maturities for potential impairment each quarter based on
criteria including issuer-specific circumstances, credit ratings
actions and general macro-economic conditions. The process of
determining whether a decline in value is
other-than-temporary
requires considerable judgment. As part of the assessment
process we also evaluate our ability and intent to hold any
fixed maturity security in an unrealized loss position until its
market value recovers to amortized cost. Once a security has
been identified as
other-than-temporarily
impaired, the amount of any impairment is determined by
reference to that securitys estimated fair value and
recorded as a charge to realized losses included in earnings.
In light of the recent turmoil in the financial markets, we have
recognized
other-than-temporary
impairment charges of $59.6 million for the twelve months
ended December 31, 2008 (2007 $Nil;
2006 $Nil), of which $35.0 million is related
to our holdings in Lehman Brothers where we wrote our
subordinated debt down to a value of zero and our senior debt
down to 9.75% of its original par value. Although our holdings
in Lehman Brothers are in default, the market value of these
securities was derived based on broker-dealer prices. Management
believes that this valuation is, in part, based on market
expectations of future recoveries from Lehman Brothers
bankruptcy proceedings.
In addition to our holdings in Lehman Brothers, we recognized
other-than-temporary
impairments for several other securities in our investment
portfolio. While such securities retained their investment grade
ratings and timely continuation of interest and principal
payments, they were priced at a significant discount to cost.
Notwithstanding our intent and ability to hold these securities
until maturity, and despite structures that indicate that a
substantial amount of the securities should continue to perform
in accordance with original terms, we could not assert that the
recovery period would be temporary under the current accounting
standards.
Taxes.
We incurred a tax expense in 2008 of
$36.4 million (2007 $85.0 million),
equivalent to a consolidated rate on income before tax of 26.0%
compared to 14.8% in 2007 and 19.6% in 2006. The increase in the
effective rate of tax in 2008 is due to the distribution of
insurance and investment losses
93
within the group between our Bermuda and U.K. operating
companies, particularly in the fourth quarter of 2008.
Dividends.
The quarterly dividend has been
maintained at $0.15 per ordinary share for 2006, 2007 and 2008.
Dividends paid on the preference shares in 2006 were
$15.6 million and the full amounts payable and paid
annually in each of 2007 and 2008 were $27.7 million.
Shareholders equity and financial
leverage.
Total shareholders equity reduced
from $2,817.6 million at the end of 2007 to
$2,779.1 million as of December 31, 2008. The most
significant movements were:
|
|
|
|
|
net income after tax for the year of $103.8 million;
|
|
|
|
an increase in net of tax unrealized gains on investments of
$19.3 million, accounted for in other comprehensive income;
|
|
|
|
dividend payments to ordinary and preference shareholders
totaling $77.9 million in 2008; and
|
|
|
|
a share repurchase of $100.3 million in May 2008.
|
As at December 31, 2008, total ordinary shareholders
equity was $2,359.9 million compared to
$2,398.4 million at December 31, 2007.
As at December 31, 2008, the remainder of our total
shareholders equity was funded by two classes of
preference shares with a total value as measured by their
respective liquidation preferences of $430 million
(2007 $430 million) less issue costs of
$10.8 million (2007 $10.8 million).
The amounts outstanding under our senior notes were the only
material debt that we had outstanding as of December 31,
2007 and 2008. Management monitors the ratio of debt to total
capital, with total capital being defined as shareholders
equity plus outstanding debt. At December 31, 2008, this
ratio was 8.2% (2007 8.1%; 2006 9.4%).
Our preference shares are classified in our balance sheet as
equity but may receive a different treatment in some cases under
the capital adequacy assessments made by certain rating
agencies. Such securities are often referred to as
hybrids as they have certain attributes of both debt
and equity. We also monitor the ratio of the total of debt and
hybrids to total capital which was 22.1% as of December 31,
2008 (2007 21.8%; 2006 25.3%).
Diluted tangible book value per ordinary share at
December 31, 2008 was $28.10, an increase of 3.8% compared
to $27.08 at December 31, 2007.
Tangible book value per ordinary share is based on total
shareholders equity, less intangible assets and preference
shares (liquidation preference less issue expenses), divided by
the number of ordinary shares in issue at the end of the period.
Balances as at December 31, 2008 and December 31, 2007
were:
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in millions, except for share amounts)
|
|
|
Total shareholders equity
|
|
$
|
2,779.1
|
|
|
$
|
2,817.6
|
|
Intangible assets
|
|
|
(8.2
|
)
|
|
|
(8.2
|
)
|
Preference shares less issue expenses
|
|
|
(419.2
|
)
|
|
|
(419.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,351.7
|
|
|
$
|
2,390.2
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
81,506,503
|
|
|
|
85,510,673
|
|
Diluted ordinary shares
|
|
|
83,705,984
|
|
|
|
88,268,968
|
|
Liquidity.
Management monitors the liquidity
of Aspen Holdings and of each of its Insurance Subsidiaries.
With respect to Aspen Holdings, management monitors its ability
to service debt, to finance dividend payments and to provide
financial support to the Insurance Subsidiaries. During the
period
94
ended December 31, 2008, Aspen Holdings received a
$25.0 million dividend payment from Aspen Bermuda and a
$36.5 million payment of inter-company interest in respect
of an inter-company loan and a $45.0 million dividend from
Aspen U.K. Holdings.
As at December 31, 2008, Aspen Holdings held
$32.4 million in cash and cash equivalents which, taken
together with our credit facilities and expected levels of
future inter-company dividends, management considered sufficient
to provide us with an appropriate level of liquidity.
At December 31, 2008, the Insurance Subsidiaries held
$777.2 million in cash and cash equivalents that are
readily realizable securities. Management monitors the value,
currency and duration of the cash and investments within its
Insurance Subsidiaries to ensure that they are individually able
to meet their insurance and other liabilities as they become due
and was satisfied that there was a comfortable margin of
liquidity as at December 31, 2008 and for the foreseeable
future.
As of December 31, 2008, we had in issue
$331.4 million and £120.1 million in letters of
credit to cedants, against which we held $604.6 million and
£25.3 million of collateral. Our reinsurance
receivables decreased by 7.0% from $304.7 million at
December 31, 2007 to $283.3 million at
December 31, 2008, mainly as a result of amounts received
from our reinsurers in respect of 2005 hurricane claims. The
reduction in recoveries associated with the 2005 hurricanes was
offset by the recognition of $61.3 million in 2008 for
recoveries from Hurricanes Ike and Gustav.
Current
Market Conditions, Rate Trends and Developments in early
2009
In summary, many lines of business are experiencing good levels
of rate increase and we believe this trend will continue as 2009
progresses. Our challenge in 2009 is to allocate the appropriate
level of capital for each business line and to increase our
exposure to those lines that are experiencing the most
significant rate increases while moderating our exposure to
lines which have not adjusted their rates.
Property Reinsurance.
Our property reinsurance
segment is experiencing significant rate increases for
U.S. peak zone catastrophe contracts with rates rising by
20% or more on renewals at January 1, 2009. We expect this
upwards trend to continue throughout 2009. Rate increases on
regional U.S. business, however, have seen more moderate
increases. Accounts that include European wind exposure
experienced rate increases of 5-10% on average. Rates on
European business that is not exposed to wind perils have not
moved significantly from those encountered at the end of 2007.
Casualty Reinsurance.
Our U.S. casualty
reinsurance business has encountered early signs of rate
increases in the January 1 renewals. General and umbrella
liability lines have reversed their mid-2008 double digit rate
declines to a smaller single digit decrease or a flat renewal.
High levels of competition continue on certain more attractive
and loss free accounts, however terms and conditions continue to
be reasonable. International casualty reinsurance has seen rate
increases between 5% and 10% depending on the class of business
and loss experience. Terms and conditions were broadly steady
with small improvements. We recorded an average rate increase of
3% on renewal business across our international casualty line.
International Insurance
. Our international
insurance segment achieved an average rate increase of 15% on
renewal business reflecting an improving rate environment in a
number of our lines of business, in particular marine hull and
marine and energy liability for which January 1 is an important
renewal period. In marine hull, the rate environment is
improving in part due to reduced market capacity and we achieved
average effective rate increases of 27% on our book. We achieved
significant increases on our marine, energy and construction
liability book of on average 44%.
U.S. Insurance.
In U.S. property
insurance, rates continue to vary between 10% above and 10%
below expiring premium however there are some exceptions outside
of this range. For larger property accounts requiring a number
of market participants, rate increases between 5% and 10% have
been achieved. Property rates remain heavily bi-furcated between
business exposed to catastrophes and those that are not, with
the former more likely to see increases. In U.S. casualty
insurance, we maintained our
95
disciplined underwriting approach and we were able to secure
renewal orders at rates equivalent to those achieved at the end
of 2007.
Recent
Developments
We have recently announced that Dr. Norman Rosenthal, one
of our directors, will not be standing for re-election at our
next annual general meeting on April 29, 2009.
In respect of our notice of redemption of approximately 40% of
our investments in funds of hedge funds, we have received
proceeds of $172.3 million in January 2009, with the
remaining balance of $4.9 million together with interest
earned thereon (if any), to be paid (subject to audit
adjustments) promptly after completion of the audit of the
Funds books for the year in which such redemption occurs.
In February 2009, we gave notice of redemption to our funds of
hedge funds managers in respect of the remaining
$286.9 million of our alternative investments. The earliest
date at which these notices will take effect is June 30,
2009 and we will remain exposed to changes in the net asset
value of the funds until at least that date.
Critical
Accounting Policies
Our consolidated financial statements contain certain amounts
that are inherently subjective in nature and require management
to make assumptions and best estimates to determine the reported
values.
We believe that the following critical accounting policies
affect the more significant estimates used in the preparation of
our consolidated financial statements. A statement of all the
significant accounting policies we use to prepare our financial
statements is included in the Notes to the financial statements.
If factors such as those described in Item 1A, Risk
Factors cause actual events to differ from the assumptions
used in applying the accounting policy and calculating financial
results, there could be a material adverse effect on our results
of operations, financial condition and liquidity.
Written premiums.
Written premiums are
comprised of the estimated premiums on contracts of insurance
and reinsurance entered into in the reporting period, except in
the case of proportional reinsurance contracts, where written
premium relates only to our estimated proportional share of
premiums due on contracts entered into by the ceding company
prior to the end of the reporting period.
All premium estimates are reviewed regularly, comparing actual
reported premiums to expected ultimate premiums along with a
review of the collectability of premiums receivable. Based on
managements review, the appropriateness of the premium
estimates is evaluated, and any adjustments to these estimates
are recorded in the periods in which they become known.
Adjustments to original premium estimates could be material and
these adjustments may directly and significantly impact earnings
in the period they are determined because the subject premium
may be fully or substantially earned.
We refer to premiums receivable which are not fixed at the
inception of the contract as adjustment premiums. The proportion
of adjustable premiums included in the premium estimates varies
between business lines with the largest adjustment premiums
associated with property and casualty reinsurance business and
the smallest with property and liability insurance lines.
Adjustment premiums are most significant in relation to
reinsurance contracts. Differing considerations apply to
non-proportional and proportional treaties as follows:
Non-proportional treaties.
A large number of
the reinsurance contracts we write are written on a
non-proportional or excess of loss treaty basis. As the ultimate
level of business written by each cedant can only be estimated
at the time the reinsurance is placed, the reinsurance contracts
generally stipulate a minimum and deposit premium payable under
the contract with an adjustable premium determined by variables
such as the number of contracts covered by the reinsurance, the
total premium received by the cedant and the nature of the
exposures assumed. Minimum and deposit premiums generally cover
the majority of premiums due under such treaty reinsurance
contracts and the adjustable portion of the
96
premium is usually a small portion of the total premium
receivable. For excess of loss contracts, the minimum and
deposit premium, as defined in the contract, is generally
considered to be the best estimate of the contracts
written premium at inception. Accordingly, this is the amount we
generally record as written premium in the period the underlying
risks incept. During the life of a contract, notifications from
cedants and brokers may affect the estimate of ultimate premium
and result in either increases or reductions in reported
revenue. Changes in estimated adjustable premiums do not
generally have a significant impact on short-term liquidity as
the payment of adjustment premiums generally occurs after the
expiration of a contract.
Many non-proportional treaties also include a provision for the
payment to us by the cedant of reinstatement premiums based on
loss experience under such contracts. Reinstatement premiums are
the premiums charged for the restoration of the reinsurance
limit of an excess of loss contract to its full amount after
payment by the reinsurer of losses as a result of an occurrence.
These premiums relate to the future coverage obtained during the
remainder of the initial policy term and are included in revenue
in the same period as the corresponding losses.
Proportional treaties (treaty pro
rata).
Estimates of premiums assumed under
treaty pro rata reinsurance contracts are recorded in the period
in which the underlying risks are expected to incept and are
based on information provided by brokers and ceding companies
and estimates of the underlying economic conditions at the time
the risk is underwritten. We estimate premium receivable
initially and update our estimates regularly throughout the
contract term based on treaty statements received from the
ceding company.
The reported gross written premiums for treaty pro rata business
include estimates of premiums due to us but not yet reported by
the cedant because of time delays between contracts being
written by our cedants and their submission of treaty statements
to us. This additional premium is normally described as pipeline
premium. Treaty statements disclose information on the
underlying contracts of insurance written by our cedants and are
generally submitted on a monthly or quarterly basis, from 30 to
90 days in arrears. In order to report all risks incepting
prior to a period end, we estimate the premiums written between
the last submitted treaty statement and the period end.
The segment for which treaty pro rata is most relevant is our
property reinsurance segment in which we wrote
$174.7 million in gross written premium in 2008
(2007 $145.2 million) or 29.7% of our property
reinsurance segment, of which $26.0 million was estimated
(2007 $31.0 million) and $148.7 million
was reported by the cedants (2007
$114.2 million). We estimate that the impact of a
$1 million change in our estimated gross premiums written
in our property treaty pro rata business would have an impact of
$0.1 million on our net income before tax for our property
reinsurance segment at December 31, 2008 (2007
$0.2 million), excluding the impact of fixed costs such as
reinsurance premiums and operating expenses.
The most likely drivers of change in the estimates in decreasing
order of magnitude are:
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changes in the renewal rate or rate of new business acceptances
by the cedant insurance companies leading to lower or greater
volumes of ceded premiums than our estimate, which could result
from changes in the relevant primary market that could affect
more than one of our cedants or could be a consequence of
changes in marketing strategy or risk appetite by a particular
cedant;
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changes in the rates being charged by cedants; and
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differences between the pattern of inception dates assumed in
our estimate and the actual pattern of inception dates.
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We anticipate that ultimate premiums might reasonably be
expected to vary by up to 5% as a result of variations in one or
more of the assumptions described above, although larger
variations are possible. Based on gross written premiums of
$174.7 million in our property reinsurance treaty pro rata
account as of December 31, 2008, a variation of 5% could
increase or reduce net income before taxation by approximately
$0.8 million.
97
Earned premiums.
Premiums are recognized as
earned evenly over the policy periods using the daily pro rata
method.
The premium related to the unexpired portion of each policy at
the end of the reporting period is included in the balance sheet
as unearned premiums.
Premiums receivable.
Premiums receivable are
recorded as amounts due less any required provision for doubtful
accounts. A significant portion of amounts included as premiums
receivable, which represent estimated premiums written, net of
commissions, is not currently due based on the terms of the
underlying contracts. In determining whether or not any bad debt
provision is necessary, we consider the financial security of
the policyholder, past payment history and any collateral held.
We have not made a provision for doubtful accounts in relation
to assumed premium estimates. In addition, based on the above
process, management believes that the premium estimates included
in premiums receivable will be collectable and, therefore, we
have not maintained a bad debt provision for doubtful accounts
on the premiums at December 31, 2008.
Catastrophe swap.
On August 17, 2004,
Aspen Bermuda entered into a risk transfer swap (cat
swap) with a non-insurance counterparty. During the cat
swaps 3 year term, which ended on August 17,
2007, Aspen Bermuda made quarterly payments based on an initial
notional amount of $100 million. In return, Aspen Bermuda
was entitled to receive payments of up to $100 million in
total if hurricanes made landfall in Florida and caused damage
in excess of $39 billion or earthquakes in California
caused insured damage in excess of $23 billion. The latest
estimate of the insured loss arising from Hurricane Katrina
published by PCS on June 8, 2007 was $41.1 billion,
which entitled us to a recovery of approximately
$26.3 million which has been paid to us. We have decided
not to extend the development period under the cat swap and will
not be making any further recoveries.
This cat swap falls within the scope of Statement of Financial
Accounting Standards (SFAS) No. 133
Accounting for Derivative Instruments and Hedging
Activities
and is therefore measured in the balance
sheet at fair value with any changes in the fair value shown on
the consolidated statement of operations.
The contract expired on August 20, 2007 and has no impact
on net income in the twelve months ended December 31, 2008.
The impact of this contract on net income at December 31,
2007 was $2.4 million.
Credit insurance contract.
On
November 28, 2006, the Company entered into a credit
insurance contract which, subject to its terms, insures us
against losses due to the inability of one or more of our
reinsurance counterparties to meet their financial obligations
to us. We consider that under SFAS 133 this contract is a
financial guarantee insurance contract that does not qualify for
exemption from treatment for accounting purposes as a
derivative. This is because it provides for the final
settlement, expected to take place two years after expiry of
cover, to include an amount attributable to outstanding and IBNR
claims which may not at that point of time be due and payable to
us.
As a result of the application of derivative accounting rules
under SFAS 133, the contract is treated as an asset and
measured at the directors estimate of its fair value.
Changes in the estimated fair value from time to time will be
included in the consolidated statement of operations. The
contract is for a maximum of five years and provides 90% cover
for a named panel of reinsurers up to individual defined
sub-limits.
The contract does allow, subject to certain conditions, for
substitution and replacement of panel members if our panel of
reinsurers changes. Payments are made on a quarterly basis
throughout the period of the contract based on the aggregate
limit, which was set initially at $477 million but is
subject to adjustment.
Reserving approach.
We take all reasonable
steps to ensure that we have appropriate information regarding
our claims exposures. However, given the uncertainty in
establishing claims liabilities, it is likely that the final
outcome will prove to be different from the original provision
established. Prior to the selection by management of the
reserves to be included in our financial statements, our
actuarial
98
team employs a number of techniques to establish a range of
estimates from which they consider it reasonable for management
to select a best estimate (the actuarial
range).
Sources of information.
Claims information
received typically includes the loss date, details of the claim,
the recommended reserve and reports from the loss adjusters
dealing with the claim. In respect of pro rata treaties we
receive regular statements (bordereaux) which provide paid and
outstanding claims information, often with large losses
separately identified. Following widely reported loss events
such as natural catastrophes and airplane crashes we adopt a
proactive approach to establish our likely exposure to claims by
reviewing policy listings and contacting brokers and
policyholders as appropriate.
Reported claims.
For reported claims, reserves
are established on a
case-by-case
basis within the parameters of coverage provided in the
insurance policy or reinsurance agreement. In estimating the
cost of these claims, we consider circumstances related to the
claims as reported, any information available from cedants and
loss adjustors and information on the cost of settling claims
with similar characteristics in previous periods. In addition,
for significant events such as the 2005 and 2008 hurricanes, for
example, the detailed analysis of our potential exposures
includes information obtained directly from cedants which has
yet to be processed through market systems enabling us to reduce
the time lag between a significant event occurring and
establishing case reserves. This additional information is also
incorporated into the analysis used to determine the actuarial
IBNR. Reinsurance intermediaries are used to assist in obtaining
and validating information from cedants but we establish all
reserves. In addition, we may engage loss adjusters and perform
on site cedant audits to validate the information provided.
Disputes do occur with cedants, but the number and frequency are
generally low. In the event of a dispute, intermediaries are
used to try to resolve the dispute. If a resolution cannot be
reached, then the contracts typically provide for binding
arbitration.
IBNR claims.
We establish reserves for IBNR
claims using established actuarial methods which generally rely
to a greater or lesser extent on historical information but also
consider such variables as changes in policy terms and coverage,
changes in legislative conditions and judicial interpretation of
insurance policies and inflation. We take into account the
quality of the historical information available and where
appropriate historical trends are used to validate information
received from cedants.
A higher degree of uncertainty is associated with setting
reserves for reinsurance business owing to the longer reporting
pattern and time to final settlement. Where IBNR is based on an
analysis of past loss experience, the principal assumption is
that past patterns of development are a reasonable proxy for
current business after allowance for any changes in underlying
mix of business. The process of extrapolation is by necessity
one involving subjective judgment because the actuary has to
take into account the impact of the changing business mix as
well as changes in legislative conditions, changes in judicial
interpretation of legal liability policy coverages and
inflation. These factors are incorporated in the actuarial range.
For lines of business where early claims experience may not
provide a sound statistical basis to estimate the loss reserves,
our approach is to establish an initial expected loss and loss
expense ratio. This is based on one or more of (a) an
analysis of our own claims experience to date, (b) market
benchmark data, (c) a contract by contract analysis, and
(d) an analysis of a portfolio of similar business written
by Syndicate 2020, as available, adjusted by an index reflecting
how insurance rates, term and conditions have changed. This
initial expected loss and loss expense ratio is then modified in
light of the actual experience to date measured against the
expected experience. Loss reserves for known catastrophic events
are based upon a detailed analysis of our reported losses and
potential exposures conducted in conjunction with our
underwriters.
99
Actuarial range of gross reserves.
The
following table sets out the actuarial range of gross reserves
for each of our segments and compares it to managements
selected best estimate as at December 31, 2008.
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As at December 31, 2008
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Managements
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Lower End
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Upper End
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Selected
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of Actuarial
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of Actuarial
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Gross Reserves
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Reserve
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Range
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Range
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($ in millions)
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Property Reinsurance
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$
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488.5
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$
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400.2
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$
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579.7
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Casualty Reinsurance
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1,311.1
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1,034.1
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1,433.6
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International Insurance
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1,117.4
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905.8
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1,361.0
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U.S. Insurance
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153.3
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106.1
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201.0
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Potential Variation
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201.4
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(384.3
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Total Gross Losses and Loss Expense Reserves
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$
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3,070.3
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$
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2,647.6
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$
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3,191.0
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The actuarial ranges are not intended to include the minimum or
maximum amount that the claims may ultimately settle at, but are
designed to provide management with ranges from which it is
reasonable to select a single best estimate for inclusion in our
financial statements.
The amounts shown for the lower and upper ends of the actuarial
range are different from the sums of the corresponding amounts
for the four segments. The difference, which we show in the
tables as potential variation, takes into account
the fact that at the higher end of the actuarial range we do not
expect all segments to deteriorate at the same time (hence the
variation credit) and, conversely, at the lower end of the
actuarial range not all segments will improve simultaneously
(hence the debit).
Selection of reported gross reserves.
In
arriving at our selected reserves for each line of business we
take into account all of the factors set out above, and in
particular the quality of the historical information we have on
which to establish our reserves.
Actuarial range of net reserves.
In
determining the range of net reserves, we estimate recoveries
due under our proportional and excess of loss reinsurance
programs. For proportional reinsurance we apply the appropriate
cession percentages to estimate how much of the gross reserves
will be collectable. For excess of loss recoveries, individual
large losses are modeled through our reinsurance program. An
assessment is also made of the collectability of reinsurance
recoveries taking into account market data on the financial
strength of each of the reinsurance companies.
The net actuarial range for reserves for losses and loss
expenses assuming that net reserves move in proportion to gross
would be between $2,403.2 million and
$2,896.5 million. The actual net reserves established as at
December 31, 2008 were $2,787.0 million.
Uncertainties.
While the reported reserves
make a reasonable provision for unpaid loss and loss adjustment
expense obligations, we note that the process of estimating
required reserves does, by its very nature, involve uncertainty
and therefore the ultimate claims may fall outside the actuarial
range. The level of uncertainty can be influenced by such
factors as the existence of coverage with long duration
reporting patterns and changes in claims handling practices, as
well as the other factors described above.
Because many of the coverages underwritten involve claims that
may not be ultimately settled for many years after they are
incurred, subjective judgments as to the ultimate exposure to
losses are an integral and necessary component of the loss
reserving process. We review regularly our reserves, using a
variety of statistical and actuarial techniques to analyze
current claims costs, frequency and severity data, and
prevailing economic, social and legal factors. Reserves
established in prior periods are adjusted as claims experience
develops and new information becomes available.
Estimates of IBNR are generally subject to a greater degree of
uncertainty than estimates of the cost of settling claims
already notified to us, where more information about the claim
event is generally available. IBNR claims often may not be
apparent to the insured until many years after the event giving
100
rise to the claims has happened. Lines of business where the
IBNR proportion of the total reserve is high, such as liability
insurance, will typically display greater variations between
initial estimates and final outcomes because of the greater
degree of difficulty of estimating these reserves.
Lines of business where claims are typically reported relatively
quickly after the claim event tend to display lower levels of
volatility between initial estimates and final outcomes.
Reinsurance claims are subject to a longer time lag both in
their reporting and in their time to final settlement. The time
lag is a factor which is included in the projections to ultimate
claims within the actuarial analyses and helps to explain why in
general a higher proportion of the initial reinsurance reserves
are represented by IBNR than for insurance reserves for business
in the same class. Delays in receiving information from cedants
are an expected part of normal business operations and are
included within the statistical estimate of IBNR to the extent
that current levels of backlog are consistent with historical
data. Currently, there are no processing backlogs which would
materially affect our financial statements.
Allowance is made, however, for changes or uncertainties which
may create distortions in the underlying statistics or which
might cause the cost of unsettled claims to increase or reduce
when compared with the cost of previously settled claims
including:
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changes in our processes which might accelerate or slow down the
development
and/or
recording of paid or incurred claims;
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changes in the legal environment;
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the effects of inflation;
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changes in the mix of business; and
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the impact of large losses.
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These factors are incorporated in the recommended reserve range
from which management selects its best point estimate. As at
December 31, 2008, a 5% change in the gross reserve for
IBNR losses would have equated to a change of approximately
$89.5 million in loss reserves which would represent 63.8%
of net income before income tax for the twelve months ended
December 31, 2008. As at December 31, 2007, a 5%
change in the gross reserve for IBNR losses would have equated
to a change of approximately $80.6 million in loss reserves
which would represent 14.0% of net income before income tax for
the twelve months ended December 31, 2007.
Investments.
We currently classify all of our
fixed maturity investments and short-term investments as
available for sale and, accordingly, they are
carried at estimated fair value. The fair value of fixed
maturity securities is estimated using quoted market prices or
dealer quotes. For mortgage-backed and other asset-backed debt
securities, fair value includes estimates regarding prepayment
assumptions, which are based on current market conditions.
Amortized cost in relation to these securities is calculated
using a constant effective yield based on anticipated
prepayments and estimated economic lives of the securities. When
actual prepayments differ significantly from anticipated
prepayments, the effective yield is recalculated to reflect
actual payments to date. Changes in estimated yield are recorded
on a retrospective basis, which result in future cash flows
being used to determine current book value.
Other investments are accounted for using the equity method of
accounting whereby the initial investment is recorded at cost.
The carrying amounts of these investments are increased or
decreased to reflect our share of income or loss, which is
included in net investment income, and are decreased for
dividends.
Other-Than-Temporary
Impairment in Investments.
Our process for
identifying declines in the fair value of investments that are
other-than-temporary
involves consideration of several factors. These primary factors
include (i) the time period during which there has been a
significant decline in value, (ii) an analysis of the
liquidity, business prospects and financial condition of the
issuer, (iii) the significance of the decline, (iv) an
analysis of the collateral structure and other credit support,
as applicable, of the securities in question, (v) expected
future interest rate movements, and (vi) our intent
101
and ability to hold the investment for a sufficient period of
time for the value to recover. In addition,
EITF 99-20
requires that
other-than-temporary
impairments for certain asset-backed and mortgage-backed
securities are recognized if the fair value of the security is
less than its cost or amortized cost and there has been a
decrease in the present value of the expected cash flows since
the last reporting period. Where our analysis of the above
factors results in our conclusion that declines in fair values
are
other-than-temporary,
the cost of the security is written down to fair value and the
previously unrealized loss is therefore considered realized in
the period such determination is made.
Deferred Tax Assets.
We provide for income
taxes in accordance with the provisions of
SFAS No. 109,
Accounting for Income
Taxes
and Financial Interpretation (FIN)
No. 48,
Accounting for Uncertain Tax
Positions
for our subsidiaries operating in income tax
paying jurisdictions. Our deferred tax assets and liabilities
primarily result from the net tax effect of temporary
differences between the amounts recorded in our audited
consolidated financial statements and the tax basis of our
assets and liabilities. We determine deferred tax assets and
liabilities separately for each tax-paying component in each tax
jurisdiction.
At each balance sheet date, management assesses the need to
establish a valuation allowance that reduces deferred tax assets
when it is more likely than not that all, or some portion, of
the deferred tax asset will not be realized. The valuation
allowance is based on all available information including
projections of future taxable income from each tax-paying
component in each tax jurisdiction and available tax planning
strategies. Estimates of future taxable income incorporate
several assumptions that may differ from actual experience.
Differences in our assumptions and resulting estimates could be
material and have an adverse impact on our financial results of
operations and liquidity. Any such differences are recorded in
the period in which they become known.
102
Results
of Operations
Our financial statements are prepared in accordance with
U.S. GAAP. The discussions that follow include tables and
discussions relating to our consolidated income statement and
our segmental operating results for the twelve months ended
December 31, 2008, 2007 and 2006.
Consolidated
Income Statement
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Twelve Months Ended
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December 31, 2008
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December 31, 2007
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December 31, 2006
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($ in millions, except for percentages)
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Gross written premiums
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$
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2,001.7
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$
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1,818.5
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$
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1,945.5
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Net premiums written
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1,835.5
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|
1,601.4
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1,663.6
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Gross premiums earned
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|
1,889.1
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|
|
|
1,903.3
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2,000.9
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Net premiums earned
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1,701.7
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|
|
1,733.6
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1,676.2
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Net investment income
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139.2
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299.0
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204.4
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Realized investment losses
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(47.9
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)
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(13.1
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(8.0
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)
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Change in fair value of derivatives
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(7.8
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(11.4
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(13.1
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Total Revenues
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1,785.2
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2,008.1
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1,859.5
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Expenses
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Insurance losses and loss adjustment expenses
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(1,119.5
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)
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(919.8
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)
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(889.9
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)
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Policy acquisition expenses
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(299.3
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(313.9
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)
|
|
|
(322.8
|
)
|
Operating and administration expenses
|
|
|
(208.1
|
)
|
|
|
(204.8
|
)
|
|
|
(167.9
|
)
|
Interest on long term debt
|
|
|
(15.6
|
)
|
|
|
(15.7
|
)
|
|
|
(16.9
|
)
|
Realized exchange gains/(losses)
|
|
|
(8.2
|
)
|
|
|
20.6
|
|
|
|
9.5
|
|
Other expenses
|
|
|
5.7
|
|
|
|
(0.5
|
)
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
(1,645.0
|
)
|
|
|
(1,434.1
|
)
|
|
|
(1,389.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before income tax
|
|
|
140.2
|
|
|
|
574.0
|
|
|
|
470.4
|
|
Income tax expense
|
|
|
(36.4
|
)
|
|
|
(85.0
|
)
|
|
|
(92.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
103.8
|
|
|
$
|
489.0
|
|
|
$
|
378.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
65.8
|
%
|
|
|
53.1
|
%
|
|
|
53.1
|
%
|
Expense ratio
|
|
|
29.8
|
%
|
|
|
29.9
|
%
|
|
|
29.3
|
%
|
Combined ratio
|
|
|
95.6
|
%
|
|
|
83.0
|
%
|
|
|
82.4
|
%
|
Gross written premiums.
The following table
analyzes the overall change in gross written premiums in the
twelve months ended December 31, 2008, 2007 and 2006. The
amounts shown as underlying premiums exclude
reinstatement premiums and other premiums receivable directly
related to losses arising from Hurricanes Katrina, Rita and
Wilma (KRW) in 2005 or Hurricanes Ike and Gustav
(IG) in 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2008
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($in millions, except for percentages)
|
|
|
Gross written premiums
|
|
$
|
589.0
|
|
|
$
|
416.3
|
|
|
$
|
867.8
|
|
|
$
|
128.6
|
|
|
$
|
2,001.7
|
|
Less: IG-related premiums
|
|
|
(12.2
|
)
|
|
|
|
|
|
|
(3.1
|
)
|
|
|
|
|
|
|
(15.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying premiums
|
|
|
576.8
|
|
|
|
416.3
|
|
|
|
864.7
|
|
|
|
128.6
|
|
|
|
1,986.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change in underlying premiums between 2008 and 2007
|
|
|
(3.9
|
)%
|
|
|
(3.5
|
)%
|
|
|
30.5
|
%
|
|
|
5.2
|
%
|
|
|
9.3
|
%
|
103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2007
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($in millions, except for percentages)
|
|
|
Gross written premiums
|
|
$
|
601.5
|
|
|
$
|
431.5
|
|
|
$
|
663.0
|
|
|
$
|
122.5
|
|
|
$
|
1,818.5
|
|
Less: KRW-related premiums
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
(0.3
|
)
|
|
|
(0.3
|
)
|
|
|
(1.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying premiums
|
|
|
600.4
|
|
|
|
431.5
|
|
|
|
662.7
|
|
|
|
122.2
|
|
|
|
1,816.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change in underlying premiums between 2007 and 2006
|
|
|
(1.8
|
)%
|
|
|
(11.1
|
)%
|
|
|
(2.0
|
)%
|
|
|
(20.4
|
)%
|
|
|
(5.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2006
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($ in millions, except for percentages)
|
|
|
Gross written premiums
|
|
$
|
623.1
|
|
|
$
|
485.5
|
|
|
$
|
683.4
|
|
|
$
|
153.5
|
|
|
$
|
1,945.5
|
|
Less: KRW-related premiums
|
|
|
(11.4
|
)
|
|
|
|
|
|
|
(7.2
|
)
|
|
|
|
|
|
|
(18.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying premiums
|
|
|
611.7
|
|
|
|
485.5
|
|
|
|
676.2
|
|
|
|
153.5
|
|
|
|
1,926.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% change in underlying premiums between 2006 and 2005
|
|
|
(17.6
|
)%
|
|
|
(7.8
|
)%
|
|
|
12.1
|
%
|
|
|
8.3
|
%
|
|
|
(4.3
|
)%
|
Gross written premiums in 2008 increased by 10.1% to
$2,001.7 million when compared to the twelve months ended
December 31, 2007 as a result of the contribution from new
underwriting teams established in the international insurance
segment and favorable premium adjustments in our property and
casualty reinsurance segments. The decrease in gross written
premium in 2007 compared to 2006 was due to several factors
including: a less favorable pricing environment in many lines of
business, in particular property catastrophe reinsurance,
casualty treaty reinsurance and U.K. commercial liability
insurance; and the re-positioning of our U.S. excess and
surplus lines property insurance business. Gross written
premiums in our casualty reinsurance segment were also reduced
in 2007 due to the closure of our Marlton, New Jersey office and
relocation of our facultative business to Rocky Hill,
Connecticut, and a change in our underwriting approach.
Net premiums written.
Although total gross
written premiums have increased by 10.1%, net premiums written
have increased by 14.6% in 2008 compared to 2007. The increase
was partly due to a decrease in ceded written premiums by
$50.9 million in 2008 compared to 2007 reflecting the
purchase of catastrophe cover in 2007 which protected both the
2007 and 2008 wind seasons.
Although gross written premiums reduced by 6.5% in 2007 compared
to 2006, net premiums written decreased by only 3.7% because
ceded written premiums reduced by $64.8 million reflecting
our reduced reliance on outwards reinsurance relative to 2006.
Gross premiums earned.
Gross premiums earned
reflect the portion of gross written premiums which are recorded
as revenues over the policy periods of the risks we write.
Therefore, the earned premium recorded in any year includes
premium from policies incepting in prior years and excludes
premium to be earned subsequent to the balance sheet date. Gross
premiums earned in 2008 were $14.2 million lower than in
2007 reflecting the reduction in written premiums in our
property and casualty reinsurance segments and due to the gross
premium written by the new underwriting teams being written
towards the second half of 2008, resulting in a smaller portion
of premiums earning through in 2008. Gross earned premium
decreased by 4.9% in 2007 compared to 2006 primarily as a result
of lower premium production in a softening market.
Net premiums earned.
Net premiums earned in
2008 reduced by 1.8% compared to 2007 mainly as a result of the
reduction in gross earned premium offset by the recognition of
$13.0 million of additional reinstatement premiums
associated with Hurricane Ike losses which are earned 100% at
the loss date. Net
104
premiums earned increased by 3.4% in 2007 compared to 2006
predominantly due to our reduction in reinsurance purchases. The
changes for each of our segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Premiums Earned
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Business Segment
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase
|
|
|
($ in millions)
|
|
|
% increase
|
|
|
($ in millions)
|
|
|
Property Reinsurance
|
|
$
|
532.4
|
|
|
|
(4.2
|
)%
|
|
$
|
555.6
|
|
|
|
12.2
|
%
|
|
$
|
495.1
|
|
Casualty Reinsurance
|
|
|
413.5
|
|
|
|
(13.0
|
)%
|
|
|
475.3
|
|
|
|
(3.0
|
)%
|
|
|
489.9
|
|
International Insurance
|
|
|
661.8
|
|
|
|
10.8
|
%
|
|
|
597.2
|
|
|
|
1.6
|
%
|
|
|
587.6
|
|
U.S. Insurance
|
|
|
94.0
|
|
|
|
(10.9
|
)%
|
|
|
105.5
|
|
|
|
1.8
|
%
|
|
|
103.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,701.7
|
|
|
|
(1.8
|
)%
|
|
$
|
1,733.6
|
|
|
|
3.4
|
%
|
|
$
|
1,676.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The decrease in net premiums earned in 2008 in casualty
reinsurance and U.S. insurance was due to challenging
market conditions and the repositioning of our
U.S. property insurance line. These reductions were
partially compensated by an increase of $99.3 million in
gross earned premiums in our international insurance segment due
to the contribution from new underwriting teams.
The largest percentage increase in 2007 compared to 2006 related
to our property reinsurance segment and was driven primarily by
reduced spending on ceded reinsurance following our decision to
reduce our gross exposures.
Losses and loss adjustment expenses.
In 2008,
we suffered $200.2 million of losses from Hurricanes Ike
and Gustav before reinstatements and tax, a $49.7 million
provision against potential losses as a result of the ongoing
financial crisis, a $15.7 million loss from a French
pollution claim and a deterioration of $15.3 million
related to California wildfires occurring in 2007. Whereas, in
2007, we suffered total losses of a smaller magnitude with a
$30.1 million loss from windstorm Kyrill,
$35.0 million loss from
sub-prime
related exposures, a $28.7 million loss from the June and
July U.K. floods, an $18.1 million loss from the California
wildfires, a $14.0 million marine loss resulting from a
shipping collision and a $10.1 million loss from an air
crash in Brazil. In 2006, we had no significant loss events,
although we recognized a deterioration of $66.0 million in
our 2005 hurricane loss estimates. Further information relating
to movements in prior year reserves can be found below under
Reserves for Loss and Loss Adjustment Expenses. Our
insurance losses and loss adjustment expenses included paid
claims of $739.4 million in 2008, $695.6 million in
2007 and $469.7 million in 2006.
The underlying changes in net loss ratios by segment for the
twelve months ended December 31, 2008, 2007 and 2006 are
shown in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident Year Loss
|
|
|
|
Total Loss
|
|
|
IG & Prior Year
|
|
|
Ratio Excluding IG &
|
|
For the Twelve Months Ended December 31, 2008
|
|
Ratio
|
|
|
Adjustment
|
|
|
Prior Year Adjustments
|
|
|
Property Reinsurance
|
|
|
59.1
|
%
|
|
|
24.1
|
%
|
|
|
35.0
|
%
|
Casualty Reinsurance
|
|
|
65.8
|
%
|
|
|
(16.2
|
)%
|
|
|
82.0
|
%
|
International Insurance
|
|
|
71.5
|
%
|
|
|
7.5
|
%
|
|
|
64.0
|
%
|
U.S. Insurance
|
|
|
62.9
|
%
|
|
|
6.3
|
%
|
|
|
56.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
65.8
|
%
|
|
|
6.9
|
%
|
|
|
58.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The prior year adjustment for our international insurance
segment is attributable mainly to reserve strengthening for the
marine liability line of business and the reserve releases in
casualty reinsurance are due to favorable development in
U.S. and international treaty business. Losses from
Hurricanes Ike and
105
Gustav contributed 25.6 percentage points to the loss ratio
in property reinsurance. Prior year adjustments are discussed
further in the Reserves for Losses and Loss Adjustment
Expenses below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident Year Loss
|
|
|
|
Total Loss
|
|
|
Prior Year
|
|
|
Ratio Excluding
|
|
For the Twelve Months Ended December 31, 2007
|
|
Ratio
|
|
|
Adjustment
|
|
|
Prior Year Adjustments
|
|
|
Property Reinsurance
|
|
|
39.7
|
%
|
|
|
2.2
|
%
|
|
|
37.5
|
%
|
Casualty Reinsurance
|
|
|
69.9
|
%
|
|
|
(6.7
|
)%
|
|
|
76.6
|
%
|
International Insurance
|
|
|
51.7
|
%
|
|
|
(13.5
|
)%
|
|
|
65.2
|
%
|
U.S. Insurance
|
|
|
55.1
|
%
|
|
|
(6.0
|
)%
|
|
|
61.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
53.1
|
%
|
|
|
(6.2
|
)%
|
|
|
59.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The prior year adjustment for our international insurance
segment is attributable mainly to reserve releases in the U.K.
liability line of business. Prior year adjustments are discussed
further in the Reserves for Losses and Loss Adjustment
Expenses below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident Year Loss
|
|
|
|
|
|
|
|
|
|
Ratio Excluding
|
|
|
|
Total Loss
|
|
|
KRW & Prior Year
|
|
|
KRW Losses &
|
|
For the Twelve Months Ended December 31, 2006
|
|
Ratio
|
|
|
Adjustment(1)
|
|
|
Prior Year Adjustments
|
|
|
Property Reinsurance
|
|
|
43.2
|
%
|
|
|
8.3
|
%
|
|
|
34.9
|
%
|
Casualty Reinsurance
|
|
|
58.3
|
%
|
|
|
(12.3
|
)%
|
|
|
70.6
|
%
|
International Insurance
|
|
|
53.3
|
%
|
|
|
(5.6
|
)%
|
|
|
58.9
|
%
|
U.S. Insurance
|
|
|
75.0
|
%
|
|
|
(0.8
|
)%
|
|
|
74.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
53.1
|
%
|
|
|
(3.1
|
)%
|
|
|
56.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Total includes 3.9% of increased
KRW reserves ($66.0 million) although this is partially
offset elsewhere in the 2006 income statement by additional net
earned premiums of $14.1 million.
|
Prior year adjustments are changes in the reserves for prior
year losses and loss adjustment expenses, as described further
below. See Reserves for Losses and Loss
Adjustment Expenses below.
Expenses.
We monitor the ratio of expenses to
gross earned premium (the gross expense ratio) as a
measure of the cost effectiveness of our business acquisition,
operating and administrative processes. The table below presents
the contribution of the policy acquisition expenses and
operating and administrative expenses to the gross expense
ratios and the total net expense ratios for the twelve months
ended December 31, 2008, 2007 and 2006. We also show the
effect of reinsurance purchased which impacts the reported net
expense ratio by expressing the expenses as a proportion of net
earned premiums.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense Ratios
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
Policy acquisition expenses
|
|
|
15.8
|
%
|
|
|
16.5
|
%
|
|
|
16.1
|
%
|
Operating and administrative expenses
|
|
|
11.0
|
%
|
|
|
10.8
|
%
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expense ratio
|
|
|
26.8
|
%
|
|
|
27.3
|
%
|
|
|
24.5
|
%
|
Effect of reinsurance
|
|
|
3.0
|
%
|
|
|
2.6
|
%
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net expense ratio
|
|
|
29.8
|
%
|
|
|
29.9
|
%
|
|
|
29.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gross expense ratio in 2008 decreased by 0.5 percentage
points when compared to 2007, mainly as a result of the
reduction in profit commissions payable to policyholders which
reduced from $17.9 million in 2007 to $7.3 million in
2008. The increase in operating and administrative expenses is
106
attributable to our investment in new business lines offset by a
reduction in accruals for bonus and long-term incentive charges,
in addition to a weakening of the British Pound against the
U.S. Dollar.
The gross expense ratio in 2007 increased by 2.8 percentage
points when compared to 2006 mainly as a result of the increase
in operating and administrative expenses. The increase was
attributable to a $14.6 million rise in personnel costs
resulting from increased bonus and long-term incentive charges,
a $9.9 million increase due to foreign exchange expense
principally related to the weakening of the U.S. Dollar
against the British Pound, and $7.9 million related to our
investment in new business lines. The reduction in the effect of
reinsurance by 2.2 percentage points reflects our reduced
reliance on reinsurance as we have reduced our exposures in
property reinsurance.
Changes in the acquisition and operating expense ratios to gross
earned premiums, and the impact of reinsurance on net earned
premiums by segment for each of the twelve months ended
December 31, 2008, 2007 and 2006 are shown in the following
tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2008
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
Policy acquisition expense ratio
|
|
|
17.7
|
%
|
|
|
15.6
|
%
|
|
|
15.0
|
%
|
|
|
12.9
|
%
|
|
|
15.8
|
%
|
Operating and administrative expense ratio
|
|
|
11.1
|
%
|
|
|
10.3
|
%
|
|
|
9.8
|
%
|
|
|
20.6
|
%
|
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expense ratio
|
|
|
28.8
|
%
|
|
|
25.9
|
%
|
|
|
24.8
|
%
|
|
|
33.5
|
%
|
|
|
26.8
|
%
|
Effect of reinsurance
|
|
|
3.2
|
%
|
|
|
0.3
|
%
|
|
|
3.5
|
%
|
|
|
9.4
|
%
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net expense ratio
|
|
|
32.0
|
%
|
|
|
26.2
|
%
|
|
|
28.3
|
%
|
|
|
42.9
|
%
|
|
|
29.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2007
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
Policy acquisition expense ratio
|
|
|
18.8
|
%
|
|
|
14.4
|
%
|
|
|
16.0
|
%
|
|
|
15.5
|
%
|
|
|
16.5
|
%
|
Operating and administrative expense ratio
|
|
|
10.5
|
%
|
|
|
9.9
|
%
|
|
|
10.2
|
%
|
|
|
17.8
|
%
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expense ratio
|
|
|
29.3
|
%
|
|
|
24.3
|
%
|
|
|
26.2
|
%
|
|
|
33.3
|
%
|
|
|
27.3
|
%
|
Effect of reinsurance
|
|
|
3.6
|
%
|
|
|
0.4
|
%
|
|
|
2.7
|
%
|
|
|
9.9
|
%
|
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net expense ratio
|
|
|
32.9
|
%
|
|
|
24.7
|
%
|
|
|
28.9
|
%
|
|
|
43.2
|
%
|
|
|
29.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2006
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
Policy acquisition expense ratio
|
|
|
18.5
|
%
|
|
|
16.2
|
%
|
|
|
14.4
|
%
|
|
|
13.4
|
%
|
|
|
16.1
|
%
|
Operating and administrative expense ratio
|
|
|
8.1
|
%
|
|
|
8.3
|
%
|
|
|
8.1
|
%
|
|
|
11.2
|
%
|
|
|
8.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expense ratio
|
|
|
26.6
|
%
|
|
|
24.5
|
%
|
|
|
22.5
|
%
|
|
|
24.6
|
%
|
|
|
24.5
|
%
|
Effect of reinsurance
|
|
|
9.4
|
%
|
|
|
0.6
|
%
|
|
|
3.3
|
%
|
|
|
11.8
|
%
|
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net expense ratio
|
|
|
36.0
|
%
|
|
|
25.1
|
%
|
|
|
25.8
|
%
|
|
|
36.4
|
%
|
|
|
29.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income.
Net investment income
consists primarily of interest on fixed income securities and
cash, and the change in the value of funds of hedge funds
investments, and is stated after deduction of expenses relating
to the management of our investments. The allocation to funds of
hedge funds reduced from 9.5% of the portfolio to 5.0% at
year-end as a result of the redemption of $177.2 million of
these alternative investments at December 31, 2008.
Investment income of $139.2 million for 2008 decreased by
53.4% from $299.0 million in 2007, due mainly to the
performance of our investments in funds of hedge funds. Losses
from our funds of hedge funds investments in 2008 were
$97.3 million compared with gains of $44.5 million in
2007. The
107
remaining decrease in investment income resulted from lower
reinvestment yields due to a reduction of interest rates,
particularly in the second half of 2008.
Net investment income increased by 46.3% in 2007 compared to
2006, driven mainly by funds of hedge fund contributions, rising
interest rates, fixed income sector and asset allocation changes
translating into higher book yields and increases in our total
cash and investment balances by 13.6% in 2007 when compared to
2006.
During 2008, our fixed income portfolio book yield reduced from
5.1% as at December 31, 2007 to 4.6% as at
December 31, 2008. Our fixed income portfolio duration
decreased marginally from 3.4 years to 3.1 years
during 2008 and the average credit quality of our fixed income
portfolio is AAA, with 88% of the portfolio being
graded AA or higher. As at December 31, 2007,
the average credit quality of our fixed income portfolio was
also AA+. As at December 31, 2006, our
portfolio book yield was 4.52% and our duration was
3.0 years.
Change in fair value of derivatives.
In the
twelve months ended December 31, 2008, we recorded a
reduction in the fair value of derivatives of $7.8 million
(2007 $11.4 million reduction). This included a
reduction of $7.8 million (2007
$9.0 million) in the estimated fair value of our credit
insurance contract. In the twelve months ended December 31,
2007, a charge of $2.4 million for a catastrophe swap which
expired on August 20, 2007 was also included. In addition,
we hold foreign currency derivative contracts to purchase
$18.8 million of U.S. and foreign currencies during
2008. The foreign currency contracts are recorded as derivatives
at fair value with changes recorded as a realized foreign
exchange gain or loss in our statement of operations. For the
twelve months ended December 31, 2008, the impact of
foreign currency contracts on net income is a loss of
$0.8 million (2007 loss of $2.4 million).
Further information on these contracts can be found in
Notes 8 and 9 to the financial statements.
Other-than-temporary
impairments.
In light of the recent turmoil in
the financial markets we have recognized an
other-than-temporary
impairment charge of $59.6 million in the twelve months
ended December 31, 2008, of which $35.0 million is
related to our holdings in Lehman Brothers where we wrote our
subordinated debt down to a par value of zero and our senior
debt down to 9.75% of its original par value. Although our
holdings in Lehman Brothers are in default, the market value for
these securities was derived based on broker-dealer prices
quoted at December 31, 2008. Management believes that this
valuation is, in part, based on market expectations of future
recoveries from Lehman Brothers bankruptcy proceedings.
In addition to our holdings in Lehman Brothers, we recognized
provisions for other than temporary impairments of several other
securities in our investment portfolio that were not in default
at December 31, 2008. While such securities retained their
investment grade ratings and timely continuation of interest and
principal payments, they were priced at a significant discount
to cost. Notwithstanding our intent and ability to hold these
securities until maturity, and despite structures that indicate
that a substantial amount of the securities should continue to
perform in accordance with original terms, we could not assert
that the recovery period would be temporary under the current
accounting standards.
Income/(loss) before tax.
In 2008, income
before tax was $140.2 million and comprised
$74.8 million of underwriting profit, $139.2 million
in net investment income, $8.2 million of net exchange
losses, $15.6 million of interest payable,
$47.9 million of realized investment losses and
$2.1 million of changes in the fair value of derivatives
and other expenses. In 2007, income before tax was
$574.0 million and comprised $295.1 million of
underwriting profit, $299.0 million in net investment
income, $20.6 million of net exchange gains,
$15.7 million of interest payable, $13.1 million of
realized investment losses and $11.9 million of changes in
the value of derivatives and other expenses. The significant
reduction in income in 2008 compared to 2007 was due principally
to the impact of investment losses as a result of the financial
crisis and a smaller underwriting profit due to greater losses
incurred in the year, including losses from Hurricane Ike. In
2006, income before tax was $470.4 million and comprised
$295.6 million of underwriting profit, $204.4 million
in net investment income, $9.5 million of net exchange
gains, $16.9 million of interest payable and
$22.2 million of other expenses.
108
The increase in income in 2007 compared to 2006 was driven by
the increase in investment income due to the recognition of
$44.5 million of gains from our investment in funds of
hedge funds.
Income tax expense.
Income tax expense
decreased to $36.4 million in 2008 from $85.0 million
in 2007 and $92.3 million in 2006. The effective tax rate
in 2008 was 26.0% compared to 14.8% in 2007 and to 19.6% in
2006. The increase in tax rate for 2008 was mainly driven by the
distribution of insurance and investment-related losses within
the group in the fourth quarter of 2008. The decrease in
effective tax rate for 2007 compared to 2006 was due to a
greater portion of the Companys profits being derived from
our Bermudian operations.
Net income/(loss).
In 2008, we had net income
of $103.8 million, equivalent to diluted earnings per
ordinary share of $0.89 based on the weighted average number of
shares in issue during the period. In 2007, we had net income of
$489.0 million, equivalent to diluted earnings per ordinary
share of $5.11 based on the weighted average number of shares in
issue during the period. In 2006, we had net income of
$378.1 million, equivalent to diluted earnings per ordinary
share of $3.75 based on the weighted average number of shares in
issue during the period. Preference share dividends are deducted
from net income for the purpose of calculating earnings per
ordinary share.
Underwriting
Results by Operating Segments
Management measures segment results on the basis of the combined
ratio, which is obtained by dividing the sum of the losses and
loss expenses, acquisition expenses and operating and
administrative expenses by net premiums earned. Indirect
operating and administrative expenses are allocated to segments
based on each segments proportional share of gross earned
premiums. As a relatively new company, our historical combined
ratio may not be indicative of future underwriting performance.
We do not manage our assets by segment; accordingly, investment
income and total assets are not allocated to the individual
segments.
The following tables summarize gross and net premiums written
and earned, underwriting results, and combined ratios and
reserves for each of our four business segments for the twelve
months ended December 31, 2008, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2008
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
589.0
|
|
|
$
|
416.3
|
|
|
$
|
867.8
|
|
|
$
|
128.6
|
|
|
$
|
2,001.7
|
|
Net premiums written
|
|
|
564.1
|
|
|
|
412.9
|
|
|
|
757.8
|
|
|
|
100.7
|
|
|
|
1,835.5
|
|
Gross premiums earned
|
|
|
592.4
|
|
|
|
418.4
|
|
|
|
758.2
|
|
|
|
120.1
|
|
|
|
1,889.1
|
|
Net premiums earned
|
|
|
532.4
|
|
|
|
413.6
|
|
|
|
661.8
|
|
|
|
94.0
|
|
|
|
1,701.7
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses
|
|
|
(314.7
|
)
|
|
|
(272.2
|
)
|
|
|
(473.5
|
)
|
|
|
(59.1
|
)
|
|
|
(1,119.5
|
)
|
Policy acquisition, operating and administrative expenses
|
|
|
(170.7
|
)
|
|
|
(108.6
|
)
|
|
|
(187.8
|
)
|
|
|
(40.3
|
)
|
|
|
(507.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit (loss)
|
|
$
|
47.0
|
|
|
$
|
32.7
|
|
|
$
|
0.5
|
|
|
$
|
(5.4
|
)
|
|
$
|
74.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
380.7
|
|
|
$
|
1,308.8
|
|
|
$
|
1,003.7
|
|
|
$
|
93.8
|
|
|
$
|
2,787.0
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
59.1
|
%
|
|
|
65.8
|
%
|
|
|
71.5
|
%
|
|
|
62.9
|
%
|
|
|
65.8
|
%
|
Expense ratio
|
|
|
32.0
|
%
|
|
|
26.2
|
%
|
|
|
28.3
|
%
|
|
|
42.9
|
%
|
|
|
29.8
|
%
|
Combined ratio
|
|
|
91.1
|
%
|
|
|
92.0
|
%
|
|
|
99.8
|
%
|
|
|
105.8
|
%
|
|
|
95.6
|
%
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2007
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
601.5
|
|
|
$
|
431.5
|
|
|
$
|
633.0
|
|
|
$
|
122.5
|
|
|
$
|
1,818.5
|
|
Net premiums written
|
|
|
495.0
|
|
|
|
425.1
|
|
|
|
590.1
|
|
|
|
91.2
|
|
|
|
1,601.4
|
|
Gross premiums earned
|
|
|
624.3
|
|
|
|
483.3
|
|
|
|
658.9
|
|
|
|
136.8
|
|
|
|
1,903.3
|
|
Net premiums earned
|
|
|
555.6
|
|
|
|
475.3
|
|
|
|
597.2
|
|
|
|
105.5
|
|
|
|
1,733.6
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses
|
|
|
(220.7
|
)
|
|
|
(332.1
|
)
|
|
|
(308.9
|
)
|
|
|
(58.1
|
)
|
|
|
(919.8
|
)
|
Policy acquisition, operating and administrative expenses
|
|
|
(182.7
|
)
|
|
|
(117.5
|
)
|
|
|
(172.9
|
)
|
|
|
(45.6
|
)
|
|
|
(518.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit
|
|
$
|
152.2
|
|
|
$
|
25.7
|
|
|
$
|
115.4
|
|
|
$
|
1.8
|
|
|
$
|
295.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
459.3
|
|
|
$
|
1,262.6
|
|
|
$
|
860.0
|
|
|
$
|
59.4
|
|
|
$
|
2,641.3
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
39.7
|
%
|
|
|
69.9
|
%
|
|
|
51.7
|
%
|
|
|
55.1
|
%
|
|
|
53.1
|
%
|
Expense ratio
|
|
|
32.9
|
%
|
|
|
24.7
|
%
|
|
|
29.0
|
%
|
|
|
43.2
|
%
|
|
|
29.9
|
%
|
Combined ratio
|
|
|
72.6
|
%
|
|
|
94.6
|
%
|
|
|
80.7
|
%
|
|
|
98.3
|
%
|
|
|
83.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2006
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
623.1
|
|
|
$
|
485.5
|
|
|
$
|
683.4
|
|
|
$
|
153.5
|
|
|
$
|
1,945.5
|
|
Net premiums written
|
|
|
476.5
|
|
|
|
474.0
|
|
|
|
607.2
|
|
|
|
105.9
|
|
|
|
1,663.6
|
|
Gross premiums earned
|
|
|
669.7
|
|
|
|
502.7
|
|
|
|
675.3
|
|
|
|
153.2
|
|
|
|
2,000.9
|
|
Net premiums earned
|
|
|
495.1
|
|
|
|
489.9
|
|
|
|
587.6
|
|
|
|
103.6
|
|
|
|
1,676.2
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss expenses
|
|
|
(213.6
|
)
|
|
|
(285.6
|
)
|
|
|
(313.0
|
)
|
|
|
(77.7
|
)
|
|
|
(889.9
|
)
|
Policy acquisition, operating and administrative expenses
|
|
|
(178.4
|
)
|
|
|
(123.0
|
)
|
|
|
(151.6
|
)
|
|
|
(37.7
|
)
|
|
|
(490.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit (loss)
|
|
$
|
103.1
|
|
|
$
|
81.3
|
|
|
$
|
123.0
|
|
|
$
|
(11.8
|
)
|
|
$
|
295.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
553.5
|
|
|
$
|
961.8
|
|
|
$
|
791.1
|
|
|
$
|
45.3
|
|
|
$
|
2,351.7
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
43.2
|
%
|
|
|
58.3
|
%
|
|
|
53.3
|
%
|
|
|
75.0
|
%
|
|
|
53.1
|
%
|
Expense ratio
|
|
|
36.0
|
%
|
|
|
25.1
|
%
|
|
|
25.8
|
%
|
|
|
36.4
|
%
|
|
|
29.3
|
%
|
Combined ratio
|
|
|
79.2
|
%
|
|
|
83.4
|
%
|
|
|
79.1
|
%
|
|
|
111.4
|
%
|
|
|
82.4
|
%
|
Property
Reinsurance
Our property reinsurance segment is mainly written on a treaty
basis and includes catastrophe, risk excess and proportional
treaty risks. We also write U.S. and international property
facultative risks. Aspen U.K.s Paris branch writes
property facultative business in continental Europe and the
Zurich branch writes property and casualty reinsurance in
Europe. We also write some structured risks out of Aspen
Bermuda. For a more detailed description of this segment, see
Part I, Item 1, Business Business
Segments Property Reinsurance.
110
Gross written premiums.
Gross written premiums
in this segment decreased by 2.1% compared to 2007 and by 3.5%
in 2007 when compared to 2006. The table below shows our gross
written premiums for each line of business for the twelve months
ended December 31, 2008, 2007 and 2006, and the percentage
change in gross written premiums for each line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Lines of Business
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
Treaty Catastrophe
|
|
$
|
253.0
|
|
|
|
(11.1
|
)%
|
|
$
|
284.5
|
|
|
|
(9.7
|
)%
|
|
$
|
315.0
|
|
Treaty Risk Excess
|
|
|
112.1
|
|
|
|
(16.5
|
)%
|
|
|
134.3
|
|
|
|
(14.8
|
)%
|
|
|
157.6
|
|
Treaty Pro Rata
|
|
|
174.7
|
|
|
|
20.3
|
%
|
|
|
145.2
|
|
|
|
21.9
|
%
|
|
|
119.1
|
|
Property Facultative
|
|
|
49.3
|
|
|
|
31.5
|
%
|
|
|
37.5
|
|
|
|
19.4
|
%
|
|
|
31.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
589.1
|
|
|
|
(2.1
|
)%
|
|
$
|
601.5
|
|
|
|
(3.5
|
)%
|
|
$
|
623.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The reduction in gross written premium in 2008 compared to 2007
reflects the softening market conditions for this segment
through the period prior to the September hurricanes, increased
competition and the non-renewal of a number of accounts that no
longer meet our internal profitability requirements. These
premium reductions were partially offset by the recognition of
$12.2 million of reinstatement premiums following
Hurricanes Ike and Gustav and favorable prior year estimated
premium adjustments for the treaty risk excess, treaty pro rata
and property facultative business lines.
The reduction in gross written premiums in the property
reinsurance segment in 2007 was principally due to softening
rates, in particular in our risk excess line of business,
unfavorable pricing and market conditions and the non-renewal of
several large contracts which did not meet our pricing
conditions. The reduction in gross written premiums in 2006 when
compared to 2005 was due to the change in our approach to
catastrophe risk management which resulted in the planned
non-renewal of, or reduced participation in, certain catastrophe
exposed contracts.
Reinsurance ceded.
The purchase in 2007 of a
number of reinsurance contracts covering us for a period of
greater than 12 months, effectively covering the 2008
windstorm season, has resulted in an $81.6 million
reduction in ceded written premiums in 2008. Reinsurance costs
in 2007 decreased by $40.1 million compared to 2006 as we
reduced our reliance on outwards reinsurance in line with the
planned non-renewal of, or reduced participation in, certain
catastrophe contracts.
Losses and loss adjustment expenses.
The net
loss ratio for 2008 was 59.1% compared to 39.7% in 2007 due to
the recognition of $140.5 million, net of recoveries, of
Hurricanes Ike and Gustav losses partially mitigated by a
$23.6 million increase in prior year releases compared to
2007. The segment has also experienced a high incidence of risk
losses which have contributed to the increase in the loss ratio.
In 2007, the loss ratio decreased to 39.7% from 43.2% in 2006.
In 2007, the property reinsurance segment suffered from a series
of modest catastrophe losses, including: $25.5 million from
windstorm Kyrill, $28.7 million from the June and July U.K.
flood and $18.1 million of losses from the California
wildfires. Prior year reserve movements increased the 2007 loss
ratio by 2.2 percentage points from 37.5% which is broadly
in line with the loss ratio in 2006.
There were no material property reinsurance losses reported in
2006 and the most significant loss reported in the year was the
deterioration in the 2005 hurricane loss estimates by
$35.6 million.
Policy acquisition, operating and administrative
expenses.
Policy acquisition expenses have
reduced by $12.4 million in 2008 mainly due to the
reduction in written premiums. The acquisition expense ratio has
also decreased due to the reduction in ceded earned premiums in
the year as we have continued our reduced reliance on
reinsurance. Operating and administrative expenses have remained
static year on year; however, our underlying cost base in 2008
has increased due to the operating costs of our Zurich branch
and through incremental salary increases which have been offset
by reductions in performance-related compensation. Total
expenses in 2007 increased by 2.4% to $182.7 million from
111
$178.4 million in 2006 mainly as a result of the increase
in operating and administrative expenses associated with
personnel costs related to increased bonuses and long-term
incentive charges and the weakening of the U.S. Dollar
against the British Pound. The reduction in the acquisition
ratio for property reinsurance from 25.0% in 2006 to 21.1% in
2007 is mainly due to a $105.9 million reduction in the
earned reinsurance cost for the year compared to the same period
in 2006.
Casualty
Reinsurance
Our casualty reinsurance segment is written mainly on a treaty
basis with a small proportion of facultative risks. The casualty
treaty reinsurance is primarily written on an excess of loss
basis and includes coverage for claims arising from automobile
accidents, employers liability, professional indemnity and
other third party liabilities. It is written in respect of
cedants located mainly in the United States, the United Kingdom,
Europe and Australia. We also write some structured reinsurance
contracts out of Aspen Bermuda. For a more detailed description
of this segment, see Part I, Item 1,
Business Business Segments
Casualty Reinsurance.
Gross written premiums.
The table below shows
our gross written premiums for each line of business for the
twelve months ended December 31, 2008, 2007 and 2006, and
the percentage change in gross written premiums for each line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Lines of Business
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
U.S. Treaty
|
|
$
|
276.8
|
|
|
|
(0.2
|
)%
|
|
$
|
277.3
|
|
|
|
(4.7
|
)%
|
|
$
|
291.1
|
|
International Treaty
|
|
|
123.8
|
|
|
|
(13.2
|
)%
|
|
|
142.7
|
|
|
|
(10.9
|
)%
|
|
|
160.2
|
|
Casualty Facultative
|
|
|
15.7
|
|
|
|
36.5
|
%
|
|
|
11.5
|
|
|
|
(66.4
|
)%
|
|
|
34.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
416.3
|
|
|
|
(3.5
|
)%
|
|
$
|
431.5
|
|
|
|
(11.1
|
)%
|
|
$
|
485.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The 3.5% decrease in gross written premiums in 2008 was due to
the challenging market conditions in addition to negative prior
period premium adjustments in our international treaty business
written in London. Premium increased in our facultative business
following the reorganization of the business and its relocation
from New Jersey to Connecticut in 2007. Gross written premiums
decreased by 11.1% in 2007 compared to 2006 due to a general
reduction in premium rates, the reorganization of our casualty
facultative business and downward revisions on estimated
premiums on prior year premium estimates for a number of
U.S. and international casualty treaties based on updated
information received from cedants. The reduction in premium in
2007 compared with 2006 for the international treaty business
line was due to a slight reduction in premium rates in 2007 and
the loss of a small number of large contracts.
Losses and loss adjustment expenses.
Losses
and loss adjustment expenses decreased by 18.0% in 2008 compared
to 2007, due to a $35.4 million increase in prior year
reserve releases and a 13.4% reduction in gross earned premium.
The reserve releases reflected favorable loss experience from
the international casualty and U.S. casualty reinsurance
business lines. The 2008 year has also been impacted by an
additional $35.0 million provision against potential losses
as a result of the ongoing financial crisis.
Losses and loss adjustment expenses increased by
$46.5 million in 2007 compared to 2006 due mainly to the
recognition of $35.0 million of losses from
U.S. sub-prime
exposures. This comprised $20.0 million of reserves in
addition to $15.0 million of losses resulting from our
normal expectations of reserving within this segment. The loss
ratio for casualty reinsurance increased by 4.3 percentage
points to 69.9% in 2007 from 58.3% in 2006, as a result of these
sub-prime
related losses. The loss ratio was also impacted by a reduction
in prior year reserve releases from $60.3 million in 2006
to $31.8 million in 2007.
112
Policy acquisition, operating and administrative
expenses.
Total expenses were $108.6 million
for 2008 equivalent to 26.2% of net premiums earned
(2007 24.7%). The acquisition expense ratio has
increased by 1.2 percentage points due to a greater
proportion of business emanating from the U.S. where
commission rates are higher. Operating costs have reduced by
$4.7 million year on year due to a reduction in accruals
for performance-related compensation and favorable movements in
the exchange rate between the U.S. Dollar and British Pound
applied to Sterling denominated expenses. Policy acquisition
expenses decreased by 2.0 percentage points between 2007
and 2006 due primarily to changes in business mix and premium
reductions for certain contracts with higher commission rates.
The increase in the operating and administrative expense ratio
in 2007 compared with 2006 of 1.6 percentage points was
mainly due to the increase in personnel costs associated with
increased bonus accruals and long-term incentive charges, and
the weakening of the U.S. Dollar against the British Pound
in 2007.
International
Insurance
Our international insurance segment mainly comprises marine
hull, marine and specialty liability, energy, non-marine
transportation liability, aviation, professional liability,
excess casualty, financial institutions, financial and political
risk, management and technology liability, U.K. commercial
property (including construction) and U.K. commercial liability
insurance. The commercial liability line of business consists of
U.K. employers and public liability insurance. Our
specialty reinsurance lines of business include aviation, marine
and other specialty reinsurance. For a more detailed description
of this segment, see Part I, Item 1,
Business Business Segments
International Insurance.
Gross written premiums.
The table below shows
our gross written premiums for each line of business for the
twelve months ended December 31, 2008, 2007 and 2006, and
the percentage change in gross written premiums for each line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Lines of Business
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
Marine and specialty liability insurance
|
|
$
|
161.3
|
|
|
|
16.5
|
%
|
|
$
|
138.3
|
|
|
|
(4.6
|
)%
|
|
$
|
145.0
|
|
Energy property insurance
|
|
|
94.9
|
|
|
|
(7.6
|
)%
|
|
|
102.7
|
|
|
|
7.0
|
%
|
|
|
96.0
|
|
Marine hull
|
|
|
65.9
|
|
|
|
10.0
|
%
|
|
|
59.9
|
|
|
|
2.7
|
%
|
|
|
58.3
|
|
Aviation insurance
|
|
|
101.8
|
|
|
|
(1.6
|
)%
|
|
|
103.3
|
|
|
|
(14.8
|
)%
|
|
|
121.2
|
|
U.K. commercial liability
|
|
|
75.1
|
|
|
|
(18.5
|
)%
|
|
|
92.2
|
|
|
|
(26.1
|
)%
|
|
|
124.8
|
|
Non-marine transportation liability
|
|
|
41.0
|
|
|
|
NM
|
*
|
|
|
7.1
|
|
|
|
|
|
|
|
|
|
Professional liability
|
|
|
44.0
|
|
|
|
NM
|
*
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
Excess liability
|
|
|
29.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial institutions
|
|
|
39.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial and political risk
|
|
|
39.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.K. commercial property (including construction)
|
|
|
63.7
|
|
|
|
27.1
|
%
|
|
|
50.1
|
|
|
|
(5.5
|
)%
|
|
|
47.5
|
|
Management and technology liability insurance
|
|
|
3.5
|
|
|
|
NM
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
Specialty reinsurance
|
|
|
108.9
|
|
|
|
4.3
|
%
|
|
|
104.4
|
|
|
|
(15.2
|
)%
|
|
|
90.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
867.8
|
|
|
|
30.9
|
%
|
|
$
|
663.0
|
|
|
|
(3.0
|
)%
|
|
$
|
683.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Not Meaningful 2007
was the first year of operations for these lines of business.
|
Overall premiums have increased by $204.8 million in 2008
mainly due to the $207.9 million of premium contributed by
our newer lines of business. Written premium for existing lines
decreased by
113
$3.1 million mainly due to energy property insurance which
experienced reducing rates until the September hurricanes and
U.K. commercial liability insurance due to continuing rate
pressure. Gross written premiums have also been adversely
impacted by exchange rate movements between the British Pound
and the U.S. Dollar. The decrease in gross written premiums
in 2007 of 3.0% over 2006 was due to a number of factors
including the then prevailing less favorable pricing environment
in some lines of business, in particular the aviation and U.K.
commercial liability insurance classes. This was partially
offset by increases in premiums from the energy insurance
business.
Losses and loss adjustment expenses.
The loss
ratio for 2008 was 71.5% compared to 51.7% in 2007. In 2008, the
segment was impacted by net hurricane losses of
$45.7 million and a $15.7 million pollution loss in
France. In addition to the increase in large losses in 2008, the
segment was also impacted by a net $3.9 million increase in
prior year reserves following adverse experience from the marine
and specialty liability line in connection with California
wildfire losses in 2007 and shipowners liability increases
partially offset by releases from U.K. commercial liability and
property. This compares to an $80.8 million reserve release
in 2007. The loss ratio in 2007 of 51.7% reduced from 53.3% in
2006 despite the 2007 year being adversely affected by a
$14.0 million loss from a shipping collision and a
$10.1 million loss from an airplane crash in Brazil. The
comparative period in 2006 benefited from a reserve release of
$32.7 million offset by a $19.0 million deterioration
in 2005 hurricane losses. Prior year reserve releases are
further discussed under Reserves for Losses and Loss
Expenses.
Policy acquisition, operating and administrative
expenses.
The 2008 acquisition expense ratio has
improved by 0.6 percentage points due to an
$8.0 million reduction in profit commissions and changes to
the business mix following the introduction of new teams.
Increases in the acquisition costs for the international
insurance segment between 2007 and 2006 are attributable to
increases in profit commissions resulting from improved
profitability, particularly in the energy line.
Operating and administrative expenses increased by
$7.2 million compared to 2007 mainly due to increases in
personnel costs associated with the establishment of our Dublin
branch, direct costs of the new underwriting teams and our entry
into Lloyds. This was partially offset by a reduction in
accruals for performance-related compensation and favorable
movements in the exchange rate between the U.S. Dollar and
British Pound applied to Sterling denominated expenses.
The operating and administrative expense ratio increased in 2007
by 2.0 percentage points due to the investment in new
teams, increases in personnel costs connected with increased
bonuses and long-term incentive charges and the weakening of the
U.S. Dollar against the British Pound in 2007.
U.S.
Insurance
We write both U.S. property and casualty insurance on an
excess and surplus lines basis. For a more detailed description
of this segment, see Part I, Item 1,
Business Business Segments
U.S. Insurance.
Gross written premiums.
Gross written premiums
increased by 4.8% compared to the prior period of 2007 due to
increased contribution from the property business following the
repositioning of the risks written in that account. Gross
written premium for casualty insurance decreased as a result of
competition and business being declined due to rate inadequacy.
Gross written premiums decreased by 20.2% in 2007 compared to
2006 due primarily to the repositioning of our
U.S. commercial property account and the non-renewal of a
number of poorly performing contracts.
114
The table below shows our gross written premiums for each line
of business in this segment for the twelve months ended
December 31, 2008, 2007 and 2006, and the percentage change
in gross written premiums for each line:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums
|
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
|
For the Twelve Months
|
|
Lines of Business
|
|
Ended December 31, 2008
|
|
|
Ended December 31, 2007
|
|
|
Ended December 31, 2006
|
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
% increase/
|
|
|
($ in millions)
|
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
(decrease)
|
|
|
|
|
|
U.S Property insurance
|
|
$
|
53.2
|
|
|
|
29.4
|
%
|
|
$
|
41.1
|
|
|
|
(42.8
|
)%
|
|
$
|
71.9
|
|
U.S. Casualty insurance
|
|
|
75.4
|
|
|
|
(7.4
|
)%
|
|
|
81.4
|
|
|
|
(0.2
|
)%
|
|
|
81.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
128.6
|
|
|
|
4.8
|
%
|
|
$
|
122.5
|
|
|
|
(20.2
|
)%
|
|
$
|
153.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses.
Losses
increased only marginally in 2008 despite the year suffering
from $14.0 million of losses associated with Hurricanes Ike
and Gustav. The current period benefited from a prior period
reserve release of $8.1 million compared to a release of
$6.3 million in 2007. The loss ratio for the segment
decreased to 55.1% in 2007, from 75.0% in 2006. The decrease was
attributable to a combination of reserve releases in 2007
compared to a reserve strengthening of $0.8 million in 2006
and favorable loss experience in the 2007 accident year in our
U.S. casualty business. The comparative period suffered
from a significant number of medium-sized commercial property
losses.
Policy acquisition, operating and administrative
expenses.
Policy acquisition expenses have
decreased by $5.7 million due mainly to a reduction in
earned premiums and a change in business mix between property
and casualty insurance. Operating and administrative expenses
are broadly in line with 2007 despite 2008 being impacted by
costs associated with the repositioning of the property account.
Although the policy acquisition expense ratio of 20.1% in 2007
is relatively consistent with 19.8% in 2006, the underlying net
earned premiums from U.S. property business and U.S
casualty business changed. The change in business mix towards
casualty insurance resulted in lower commission levels, however
this was offset by an increase in profit commission in 2007
associated with increased profitability in the account.
Operating and administrative expenses increased to
$24.4 million in 2007 from $17.2 million in 2006 due
primarily to $3.7 million of reorganization costs
associated with our U.S. operations, in addition to the
increase in operating and administrative expenses associated
with personnel costs connected with increased bonuses and
long-term incentive charges.
115
Balance
Sheet
Total
cash and investments
At December 31, 2008 and December 31, 2007 total cash
and investments, including accrued interest receivable, were
$6.0 billion and $5.9 billion, respectively. The
composition of our investment portfolio is summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
|
|
Estimated
|
|
|
Fixed Income
|
|
|
Estimated
|
|
|
Fixed Income
|
|
|
|
Fair Value
|
|
|
Portfolio
|
|
|
Fair Value
|
|
|
Portfolio
|
|
|
U.S. Government Securities
|
|
$
|
650.7
|
|
|
|
10.9
|
%
|
|
$
|
649.4
|
|
|
|
11.0
|
%
|
U.S. Agency Securities
|
|
|
393.1
|
|
|
|
6.6
|
%
|
|
|
329.6
|
|
|
|
5.6
|
%
|
Municipal Securities
|
|
|
8.0
|
|
|
|
0.1
|
%
|
|
|
|
|
|
|
|
|
Corporate Securities
|
|
|
1,424.5
|
|
|
|
23.9
|
%
|
|
|
1,519.9
|
|
|
|
25.6
|
%
|
Foreign Government
|
|
|
384.5
|
|
|
|
6.4
|
%
|
|
|
427.6
|
|
|
|
7.2
|
%
|
Asset-backed Securities
|
|
|
205.5
|
|
|
|
3.4
|
%
|
|
|
225.2
|
|
|
|
3.8
|
%
|
Mortgage-backed Securities
|
|
|
1,366.8
|
|
|
|
22.9
|
%
|
|
|
1,234.1
|
|
|
|
20.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income
|
|
|
4,433.1
|
|
|
|
74.2
|
%
|
|
|
4,385.8
|
|
|
|
74.0
|
%
|
Total other investments
|
|
|
286.9
|
|
|
|
4.8
|
%
|
|
|
561.4
|
|
|
|
9.5
|
%
|
Total short term investments
|
|
|
224.9
|
|
|
|
3.8
|
%
|
|
|
280.1
|
|
|
|
4.7
|
%
|
Total cash and cash equivalents
|
|
|
809.1
|
|
|
|
13.5
|
%
|
|
|
651.4
|
|
|
|
11.0
|
%
|
Total receivable for investments sold
|
|
|
177.2
|
|
|
|
3.0
|
%
|
|
|
|
|
|
|
|
|
Total accrued interest receivable
|
|
|
43.7
|
|
|
|
0.7
|
%
|
|
|
51.8
|
|
|
|
0.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash and Investments
|
|
$
|
5,974.9
|
|
|
|
100.0
|
%
|
|
$
|
5,930.5
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities.
At December 31, 2008
the average credit quality of our fixed income book is
AAA, with 96% of the portfolio being graded
A or higher. At December 31, 2007 the average
credit quality of our fixed income book was AA+,
with 89% of the portfolio being graded A or above.
Our fixed income portfolio duration decreased marginally from
3.4 years in 2007 to 3.1 years during 2008.
Other investments.
Other investments represent
the Companys investments in funds of hedge funds which are
recorded using the equity method of accounting. In 2008, the
Company sold share capital in the funds that were held at cost
of $198.6 million for proceeds of $177.2 million
realizing a pre-tax loss of $21.4 million.
The following tables summaries the fair value of our
mortgage-backed securities (MBS) by rating and class
at December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AAA
|
|
|
AA and Below
|
|
|
Total
|
|
|
Agency
|
|
$
|
1,091.3
|
|
|
|
|
|
|
$
|
1,091.3
|
|
Commercial
|
|
|
219.2
|
|
|
|
|
|
|
|
219.2
|
|
Residential
|
|
|
56.1
|
|
|
|
0.2
|
|
|
|
56.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities
|
|
$
|
1,366.6
|
|
|
$
|
0.2
|
|
|
$
|
1,366.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our mortgage-backed portfolio is supported by loans diversified
across a number of geographic and economic sectors.
Alternative- A securities.
We define
Alternative-A (alt-A) mortgages as those mortgages
with lower documentation and loan application standards than
prime mortgages. At December 31, 2008 we had
$8.7 million invested in alt-A securities.
116
Sub-prime
securities.
We define
sub-prime
related investments as those supported by, or containing,
sub-prime
collateral based on creditworthiness. We do not invest directly
in
sub-prime
related securities.
Valuation
of Investments
Valuation of Fixed Income and Short Term Available for Sale
Investments.
All of the fixed income securities
are traded in the
over-the-counter
market based on prices provided by one or more market makers in
each security. In addition, there are readily observable market
value indicators such as credit spreads. We use a variety of
pricing sources to value our fixed income securities including
those securities that have prepayment features such as
mortgage-backed securities and asset-backed securities in order
to ensure fair and accurate pricing. The fair value estimates of
the securities in our portfolio are not sensitive to significant
unobservable inputs or modeling techniques.
Valuation of Other Investments.
The value of
our investments in funds of hedge funds is based upon monthly
net asset values reported by the underlying funds to our funds
of hedge fund managers. The financial statements of our funds of
hedge funds are subject to independent annual audits evaluating
the net asset positions of the underlying investments. We
periodically review the performance of our funds of hedge funds
and evaluate the reasonableness of the valuations.
Other-than-temporary
impairment.
We review all of our fixed maturities
and short term investments for potential impairment each quarter
based on criteria including issuer-specific circumstances,
credit ratings actions and general macro-economic conditions.
The process of determining whether a decline in value is
other-than-temporary
requires considerable judgment. As part of the assessment
process we also evaluate our ability and intent to hold any
fixed maturity security in an unrealized loss position until its
market value recovers to amortized cost. Once a security has
been identified as
other-than-temporarily
impaired, the amount of any impairment is determined by
reference to that securitys estimated fair value and
recorded as a charge to realized losses included in earnings.
For a discussion of our valuation techniques within the fair
value hierarchy of SFAS 157, please see Note 6 of the
audited financial statements for the twelve months ended
December 31, 2008 included elsewhere in this report.
Reserves
for Losses and Loss Adjustment Expenses
Provision is made at the end of each year for the estimated cost
of claims incurred but not settled at the balance sheet date,
including the cost of IBNR claims. The estimated cost of claims
includes expenses to be incurred in settling claims and a
deduction for the expected value of salvage and other
recoveries. Estimated amounts recoverable from reinsurers on
unpaid losses and loss adjustment expenses are calculated to
arrive at a net claims reserve. As required under
U.S. GAAP, no provision is made for our exposure to natural
or man-made catastrophes other than for events occurring before
the balance sheet date.
Reserves by segment.
The following presents
our loss reserves by business segment as at December 31,
2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Reinsurance
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
|
|
|
|
Gross
|
|
|
Recoverable
|
|
|
Net
|
|
|
Gross
|
|
|
Recoverable
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
Property Reinsurance
|
|
$
|
488.5
|
|
|
$
|
(107.8
|
)
|
|
$
|
380.7
|
|
|
$
|
537.5
|
|
|
$
|
(78.2
|
)
|
|
$
|
459.3
|
|
Casualty Reinsurance
|
|
|
1,311.1
|
|
|
|
(2.3
|
)
|
|
|
1,308.8
|
|
|
|
1,276.3
|
|
|
|
(13.7
|
)
|
|
|
1,262.6
|
|
International Insurance
|
|
|
1,117.4
|
|
|
|
(113.7
|
)
|
|
|
1,003.7
|
|
|
|
999.2
|
|
|
|
(139.2
|
)
|
|
|
860.0
|
|
U.S. Insurance
|
|
|
153.3
|
|
|
|
(59.5
|
)
|
|
|
93.8
|
|
|
|
133.0
|
|
|
|
(73.6
|
)
|
|
|
59.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Losses and loss expense reserves
|
|
$
|
3,070.3
|
|
|
$
|
(283.3
|
)
|
|
$
|
2,787.0
|
|
|
$
|
2,946.0
|
|
|
$
|
(304.7
|
)
|
|
$
|
2,641.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117
The gross reserves may be further analyzed between outstanding
or reported claims and IBNR as at December 31, 2008 and
2007, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstandings
|
|
|
Gross IBNR
|
|
|
Gross Reserve
|
|
|
% IBNR
|
|
|
|
($ in millions, except for percentages)
|
|
|
Property Reinsurance
|
|
|
282.5
|
|
|
|
206.0
|
|
|
$
|
488.5
|
|
|
|
42.2
|
%
|
Casualty Reinsurance
|
|
|
396.4
|
|
|
|
914.7
|
|
|
|
1,311.1
|
|
|
|
69.8
|
%
|
International Insurance
|
|
|
573.2
|
|
|
|
544.2
|
|
|
|
1,117.4
|
|
|
|
48.7
|
%
|
U.S. Insurance
|
|
|
27.6
|
|
|
|
125.7
|
|
|
|
153.3
|
|
|
|
82.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Losses and loss expense reserves
|
|
$
|
1,279.7
|
|
|
$
|
1,790.6
|
|
|
$
|
3,070.3
|
|
|
|
58.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstandings
|
|
|
Gross IBNR
|
|
|
Gross Reserve
|
|
|
% IBNR
|
|
|
|
($ in millions, except for percentages)
|
|
|
Property Reinsurance
|
|
|
331.3
|
|
|
|
206.2
|
|
|
$
|
537.5
|
|
|
|
38.4
|
%
|
Casualty Reinsurance
|
|
|
361.5
|
|
|
|
914.8
|
|
|
|
1,276.3
|
|
|
|
71.7
|
%
|
International Insurance
|
|
|
600.8
|
|
|
|
398.4
|
|
|
|
999.2
|
|
|
|
39.9
|
%
|
U.S. Insurance
|
|
|
41.1
|
|
|
|
91.9
|
|
|
|
133.0
|
|
|
|
69.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Losses and loss expense reserves
|
|
$
|
1,334.7
|
|
|
$
|
1,611.3
|
|
|
$
|
2,946.0
|
|
|
|
54.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross reserves for the property reinsurance segment in 2008
reflect the continued settlement of 2004 and 2005 related
hurricane losses in addition to early claims settlements
associated with Hurricane Ike. Gross reserves for the
casualty reinsurance segment have continued to increase
reflecting the build up of long-tail reserves and the
recognition of additional reserves associated with the global
credit crisis. International insurance reserves have increased
by 11.8% due to the recognition of hurricane-related losses and
the reserves associated with the new business lines. The
reserves for U.S. insurance have increased reflecting
hurricane losses and the higher proportion of casualty business.
Prior year loss reserves.
In the twelve months
ended December 31, 2008, 2007 and 2006, there was an
overall reduction of our estimate of the ultimate claims to be
paid. An analysis of this reduction by segment is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
Business Segment
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
($ in millions)
|
|
|
Property Reinsurance
|
|
$
|
12.1
|
|
|
$
|
(11.5
|
)
|
|
$
|
(40.9
|
)
|
Casualty Reinsurance
|
|
|
67.2
|
|
|
|
31.8
|
|
|
|
60.3
|
|
International Insurance
|
|
|
(3.9
|
)
|
|
|
80.8
|
|
|
|
32.7
|
|
U.S. Insurance
|
|
|
8.1
|
|
|
|
6.3
|
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reduction in prior year loss reserves
|
|
$
|
83.5
|
|
|
$
|
107.4
|
|
|
$
|
51.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended December 31,
2008.
The analysis of the development by each
segment is as follows:
Property Reinsurance:
The $12.1 million
reserve release in this segment was predominantly due to
favorable development on the catastrophe line of business. The
most significant elements related to reductions in loss
estimates for the 2007 U.K. floods and estimated recoveries from
enforcing subrogation rights in respect of California wildfires.
118
Casualty Reinsurance.
The $67.2 million
of reserve releases in our casualty reinsurance segment are
mainly attributable to favorable development in our
U.S. casualty treaty and international casualty treaty
reinsurance business which contributed $33.2 million and
$31.0 million, respectively. For both U.S. and
international casualty, where claims may take several years to
emerge, the experience to date compared with starting loss
ratios and expected patterns has generally been better than
expected at the aggregate level. Additional releases occurred
from commutations of certain contracts.
International Insurance.
The international
insurance segment has been impacted by $3.9 million of net
reserve strengthening during 2008. The reserve strengthening was
attributable to deterioration in respect of a loss related to
the 2007 California wildfires and also from shipowners
liability losses, both written in our marine and specialty
liability account. This was partially offset by favorable
development in our U.K. commercial and property lines.
U.S. Insurance.
The $8.1 million
prior year release was due to better than expected experience
primarily in the property line of business.
For the twelve months ended December 31,
2007.
The analysis of the development by each
segment is as follows:
Property Reinsurance.
Property reinsurance
deteriorated by $11.5 million in 2007, approximately
$10.0 million of which was attributable to Hurricanes
Katrina, Rita and Wilma. The methodology used to determine the
hurricanes ultimate losses was to review each
cedants position with respect to its reported claims and
establish an expected IBNR utilizing information from that
client. In setting our loss estimates for Hurricane Katrina, we
had taken account of evolving litigation relating to coverage
and quantum issues and included additional provisions where
appropriate. Because of ongoing litigation, there remains
significant uncertainty as to our ultimate costs of Hurricane
Katrina.
Casualty Reinsurance.
The lines contributing
to the casualty reinsurance reserves release of
$31.8 million, were $12.1 million attributed to
international casualty, $31.4 million to U.S. casualty
less $11.7 million of reserve strengthening for casualty
facultative and structured business. Although claims in these
lines may take several years to emerge, the experience to date
compared with our starting loss ratios and expected patterns
have generally been better than expected at the aggregate level.
International Insurance.
The international
insurance reserves release was $80.8 million, spread across
several lines of which the largest contributor is U.K.
commercial liability which accounted for $58.3 million of
releases. This reduction was attributable mainly to a reduction
in the uncertainty surrounding the initial case reserving
methodology and continued favorable loss experience. Most other
classes exhibited releases of between $3 million and
$8 million with the exception of marine and specialty
liability which deteriorated by $4.9 million.
U.S. Insurance.
This segment had a
$6.3 million release driven largely by the casualty
account. This was due to the recognition of some favorable
experience to date on the account.
For the twelve months ended December 31,
2006.
The analysis of the development by each
segment is as follows:
Property Reinsurance.
Property reinsurance
deteriorated by $40.9 million in 2006 of which
$35.6 million was attributable to Hurricanes Katrina, Rita
and Wilma. At year-end we held a total IBNR for Hurricane
Katrina for property reinsurance of $41.5 million.
Casualty Reinsurance.
During 2006, the most
significant contributions to the casualty reinsurance reserves
release of $60.3 million, were $27.8 million
attributed to international casualty and $28.6 million to
U.S. casualty. Claims in these lines may take several years
to emerge. Nonetheless, the experience through December 31,
2006 compared with our starting loss ratios and expected
patterns have been better than expected.
International Insurance.
Reserve releases of
$32.7 million for international insurance were spread
across several lines of which the largest contributors being
U.K. commercial liability of $28.7 million,
119
specialty reinsurance of $6.7 million, the run-off of quota
shares written in 2002 and 2003 of $6.4 million followed by
marine hull insurance of $2.4 million and aviation
insurance of $1.8 million. These releases were offset by
increases in Hurricane Katrina reserves for the energy,
liability and worldwide property accounts.
U.S. Insurance.
U.S. insurance
reserves were increased by $0.8 million in 2006 due to the
deterioration on the property account offsetting favorable
development on the casualty account.
Other than the matters described above, we did not make any
significant changes in assumptions used in our reserving
process. However, because the period of time we have been in
operation is relatively short, our loss experience is limited
and reliable evidence of changes in trends of numbers of claims
incurred, average settlement amounts, numbers of claims
outstanding and average losses per claim will necessarily take
years to develop.
Capital
Management
During 2008, we continued to execute our capital management
strategy to optimize our capital structure. Total capital
decreased marginally during the year and the proportion funded
by our ordinary shareholders has also reduced from 78.1% to
77.9%, mainly as a result of the $100 million share
repurchase in May 2008.
The following table shows our capital structure at
December 31, 2008 compared to December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in millions, except for percentages)
|
|
|
Share capital, additional paid-in capital and retained income
and accumulated other comprehensive income attributable to
ordinary shareholders
|
|
$
|
2,359.9
|
|
|
|
77.9
|
%
|
|
$
|
2,398.4
|
|
|
|
78.1
|
%
|
Preference shares (liquidation preference), net of issue costs
|
|
|
419.2
|
|
|
|
13.9
|
%
|
|
|
419.2
|
|
|
|
13.7
|
%
|
Long-term debt
|
|
|
249.5
|
|
|
|
8.2
|
%
|
|
|
249.5
|
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital
|
|
$
|
3,028.6
|
|
|
|
100
|
%
|
|
$
|
3,067.1
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management monitors the ratio of debt to total capital, with
total capital being defined as shareholders equity plus
outstanding debt. At December 31, 2008, this ratio was 8.2%
(2007 8.1%, 2006 9.4%).
Our Preference Shares are classified in our balance sheet as
equity but may receive a different treatment in some cases under
the capital adequacy assessments made by certain rating
agencies. Such securities are often referred to as
hybrids as they have certain attributes of both debt
and equity. We also monitor the ratio of the total of debt and
hybrids to total capital and this stands at 22.1% as of
December 31, 2008 (2007 21.8%,
2006 25.3%).
The principal capital management transactions during 2008 were
as follows:
On February 6, 2008, the Companys Board authorized a
new share repurchase program for up to $300 million of
ordinary equity. The authorization covers the period through
March 1, 2010.
On May 13, 2008, we entered into a share purchase agreement
with one of the Companys founding shareholders, Candover
Investments plc, its subsidiaries and funds under management and
Halifax EES Trustees International Limited, as trustees to a
Candover employee trust, to repurchase a total of 4,080,800
ordinary shares for a total purchase price of $100 million.
The ordinary shares were purchased and cancelled on May 18,
2008.
Access to capital.
Our business operations are
in part dependent on our financial strength and the
markets perception thereof, as measured by
shareholders equity, which was $2,779.1 million at
December 31, 2008 (2007 $2,817.6 million).
We believe our financial strength provides us with the
120
flexibility and capacity to obtain funds through debt or equity
financing. However, our continuing ability to access the capital
markets is dependent on, among other things, market conditions,
our operating results and our perceived financial strength. We
regularly monitor our capital and financial position, as well as
investment and security market conditions, both in general and
with respect to Aspen Holdings securities. Our ordinary
shares and all our preference shares are listed on the
New York Stock Exchange.
On December 21, 2007, we filed an unlimited shelf
registration statement for the issuance and sale of securities
from time to time.
Liquidity
Liquidity is a measure of a companys ability to generate
cash flows sufficient to meet short-term and long-term cash
requirements of its business operations. Management monitors the
liquidity of Aspen Holdings and of each of its Insurance
Subsidiaries and arranges credit facilities to enhance
short-term liquidity resources on a stand-by basis.
Holding company.
We monitor the ability of
Aspen Holdings to service debt, to finance dividend payments to
ordinary and preference shareholders and to provide financial
support to the Insurance Subsidiaries.
As at December 31, 2008 and 2007, Aspen Holdings held
$32.4 million and $17.9 million, respectively, in cash
and cash equivalents which, taken together with dividends
declared or expected to be declared by subsidiary companies and
our credit facilities, management considered sufficient to
provide Aspen Holdings liquidity at such time.
During the period ended December 31, 2008, Aspen Bermuda
and Aspen U.K. Holdings paid Aspen Holdings dividends of
$25.0 million and $45.0 million, respectively. In the
twelve months ended December 31, 2007, Aspen Bermuda and
Aspen U.K. Holdings paid Aspen Holdings a dividend of
$125.0 million and $17.0 million respectively. Aspen
Holdings also received interest of $36.5 million
(2007 $28.6 million) from Aspen U.K. Holdings
in respect of an inter-company loan.
As a holding company, Aspen Holdings relies on dividends and
other distributions from its insurance subsidiaries to provide
cash flow to meet ongoing cash requirements, including any
future debt service payments and other expenses, and to pay
dividends, if any, to our preference and ordinary shareholders.
For a more detailed discussion of our Insurance
Subsidiaries ability to pay dividends, see Note 14 of
our financial statements.
Insurance subsidiaries.
As of
December 31, 2008, the Insurance Subsidiaries held
approximately $777.2 million (2007
$633.5 million) in cash and short-term investments that are
readily realizable securities. Management monitors the value,
currency and duration of cash and investments held by its
121
Insurance Subsidiaries to ensure that they are able to meet
their insurance and other liabilities as they become due and was
satisfied that there was a comfortable margin of liquidity as at
December 31, 2008 and for the foreseeable future.
On an ongoing basis, our Insurance Subsidiaries sources of
funds primarily consist of premiums written, investment income
and proceeds from sales and redemptions of investments.
Cash is used primarily to pay reinsurance premiums, losses and
loss adjustment expenses, brokerage commissions, general and
administrative expenses, taxes, interest and dividends and to
purchase new investments.
The potential for individual large claims and for accumulations
of claims from single events means that substantial and
unpredictable payments may need to be made within relatively
short periods of time.
Liquidity risks are managed by making regular forecasts of the
timing and amount of expected cash outflows and ensuring that we
maintain sufficient balances in cash and short-term investments
to meet these estimates. Notwithstanding this policy, if these
cash flow forecasts are incorrect, we could be forced to
liquidate investments prior to maturity, potentially at a
significant loss. Historically, we have not had to liquidate
investments to maintain sufficient levels of liquidity.
The liquidity of the Insurance Subsidiaries is also affected by
the terms of contractual obligations to U.S. policyholders
and by undertakings to certain regulatory authorities to
facilitate the issue of letters of credit or maintain certain
balances in trust funds for the benefit of policyholders. The
following table shows the forms of collateral or other security
provided to policyholders as at December 31, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|
|
As at December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
($ in millions, except percentages)
|
|
|
Assets held in multi-beneficiary trusts
|
|
$
|
1,345.6
|
|
|
$
|
1,422.5
|
|
Assets held in single beneficiary trusts
|
|
|
54.0
|
|
|
|
52.5
|
|
Letters of credit issued under our revolving credit facilities
(1)
|
|
|
84.6
|
|
|
|
133.3
|
|
Secured letters of credit (2)
|
|
|
422.4
|
|
|
|
344.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,906.6
|
|
|
$
|
1,953.2
|
|
|
|
|
|
|
|
|
|
|
Total as % of cash and invested assets
|
|
|
33.1
|
%
|
|
|
33.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
These letters of credit are not
secured by cash or securities, though they are secured by a
pledge of the shares of certain of the Companys
subsidiaries under a pledge agreement.
|
|
(2)
|
|
As of December 31, 2008, the
Company had funds on deposit of $604.6 million and
£25.3 million (December 31, 2007
$367.2 million and £49.3 million) as collateral
for the secured letters of credit.
|
Funds at Lloyds.
AUL operates in
Lloyds as the corporate member for Syndicate 4711.
Lloyds agrees Syndicate 4711s required capital
principally through the syndicates annual business plan.
Such capital, called Funds at Lloyds, comprises: cash,
investments and a fully collateralized letter of credit. The
amounts of cash, investments and letter of credit at
December 31, 2008 amount to $200.3 million
(December 31, 2007 $Nil).
The amounts provided as Funds at Lloyds will be drawn upon
and become a liability of the Company in the event of the
syndicate declaring a loss at a level that cannot be funded from
other resources, or if the syndicate requires funds to cover a
short term liquidity gap. The amount which the Company provides
as Funds at Lloyds is not available for distribution to
the Company for the payment of dividends. AMAL is also required
by Lloyds to maintain a minimum level of capital. As at
December 31, 2008, the minimum amount was $584,000
(December 31, 2007: $Nil). This is not available for
distribution by the Company for the payment of dividends.
122
U.S. reinsurance trust fund.
For its
U.S. reinsurance activities, Aspen U.K. has established and
must retain a multi-beneficiary U.S. trust fund for the
benefit of its U.S. cedants so that they are able to take
financial statement credit without the need to post
cedant-specific security. The minimum trust fund amount is
$20 million plus a minimum amount equal to 100% of Aspen
U.K.s U.S. reinsurance liabilities, which were
$939.3 million at December 31, 2008 and
$810.2 million at December 31, 2007. At
December 31, 2008, the total value of assets held in the
trust was $1,092.5 million (2007
$1,180.2 million).
U.S. surplus lines trust fund.
Aspen U.K.
has also established a U.S. surplus lines trust fund with a
U.S. bank to secure liabilities under U.S. surplus
lines policies. The balance held in the trust at
December 31, 2008 was $78.8 million (2007
$75.5 million).
U.S. regulatory deposits.
As at
December 31, 2008, Aspen Specialty had a total of
$6.8 million (2007 $6.9 million) on
deposit with U.S. states in order to satisfy state
regulations for writing business in those states.
Canadian trust fund.
Aspen U.K. has
established a Canadian trust fund with a Canadian bank to secure
a Canadian insurance license. As at December 31, 2008, the
balance held in trust was Can$203.6 million
(2007 Can$159.9 million).
Consolidated cash flows for the twelve months ended
December 31, 2008.
Total net cash flow from
operating activities in 2008 was $530.5 million
(2007 $774.0 million), a reduction of
$243.5 million from 2007 due largely to an increase in
claims payments. For the twelve months ended December 31,
2008, our cash flows from operations provided us with sufficient
liquidity to meet our operating requirements. We paid net claims
of $739.4 million in 2008 and made net investments in the
amount of $255.3 million in market securities during the
period. We paid ordinary and preference share dividends of
$77.9 million, and $100.3 million was used to
repurchase ordinary shares. At December 31, 2008, we had a
cash and cash equivalents balance of $809.1 million. The
increase in cash is in response to volatile market conditions
allowing increased flexibility to deploy cash to longer duration
portfolios as we expect yields to rise and spreads to remain
wide over the short-term.
Consolidated cash flows for the twelve months ended
December 31, 2007.
Total net cash flow from
operating activities in 2007 was $774.0 million
(2006 $723.2 million), an increase of
$50.8 million from 2006. For the twelve months ended
December 31, 2007, our cash flows from operations provided
us with sufficient liquidity to meet our operating requirements.
We paid net claims of $695.6 million in 2007 and made net
investments in the amount of $426.1 million in marketable
securities during the period. We paid ordinary and preference
share dividends of $80.7 million, and $100.3 million
was used to repurchase ordinary shares. At December 31,
2007, we had a cash and cash equivalents balance of
$651.4 million.
Consolidated cash flows for the twelve months ended
December 31, 2006.
Total net cash flow from
operating activities in 2006 was $723.2 million, a
reduction of $65.9 million from 2005. Net paid claims were
$469.7 million in 2006 with $934.5 million of net
investment in market securities during the period. We paid
ordinary and preference share dividends of $71.8 million,
and raised $225.4 million from preference share offerings,
$200.8 million of which was used to repurchase ordinary
shares. At December 31, 2006, we had a cash and cash
equivalents balance of $495.0 million.
Credit Facility.
On August 2, 2005, we
entered into a five-year $400 million revolving credit
facility pursuant to a credit agreement dated as of
August 2, 2005 (the credit facilities) by and
among the Company, certain of our direct and indirect
subsidiaries, including the Insurance Subsidiaries
(collectively, the Borrowers) the lenders party
thereto, Barclays Bank plc, as administrative agent and letter
of credit issuer, Bank of America, N.A. and Calyon, New York
Branch, as co-syndication agents, Credit Suisse, Cayman Islands
Branch and Deutsche Bank AG, New York Branch, as
co-documentation agents and The Bank of New York, as collateral
agent. On September 1, 2006, the aggregate limit available
under the credit facility was increased to $450 million.
123
The facility can be used by any of the Borrowers to provide
funding for our Insurance Subsidiaries, to finance the working
capital needs of the Company and our subsidiaries and for
general corporate purposes of the Company and our subsidiaries.
The revolving credit facility provides for a $250 million
sub-facility
for collateralized letters of credit. The facility will expire
on August 2, 2010. As of December 31, 2008, no
borrowings were outstanding under the credit facilities, though
we had $209.3 million and $84.6 million of outstanding
collateralized and uncollateralized letters of credit,
respectively. The fees and interest rates on the loans and the
fees on the letters of credit payable by the Borrowers increase
based on the consolidated leverage ratio of the Company.
Under the credit facilities, we must maintain at all times a
consolidated tangible net worth of not less than approximately
$1.1 billion plus 50% of consolidated net income and 50% of
aggregate net cash proceeds from the issuance by the Company of
its capital stock, each as accrued from January 1, 2005. On
June 28, 2007, we amended the credit agreement to permit
dividend payments on existing and future hybrid capital
notwithstanding a default or an event of default under the
credit agreement. On April 13, 2006, the agreement was
amended to remove any downward adjustment on maintaining the
Companys consolidated tangible net worth in the event of a
net loss. The Company must also not permit its consolidated
leverage ratio of total consolidated debt to consolidated
tangible net worth to exceed 35%. In addition, the credit
facilities contain other customary affirmative and negative
covenants as well as certain customary events of default,
including with respect to a change in control. The various
affirmative and negative covenants, include, among others,
covenants that, subject to important exceptions, restrict the
ability of the Company and its subsidiaries to: create or permit
liens on assets; engage in mergers or consolidations; dispose of
assets; pay dividends or other distributions, purchase or redeem
the Companys equity securities or those of its
subsidiaries and make other restricted payments; permit the
rating of any insurance subsidiary to fall below A.M. Best
financial strength rating of B++ or S&P financial strength
rating of A-; make certain investments; agree with others to
limit the ability of the Companys subsidiaries to pay
dividends or other restricted payments or to make loans or
transfer assets to the Company or another of its subsidiaries.
The credit facilities also include covenants that restrict the
ability of our subsidiaries to incur indebtedness and guarantee
obligations.
Letter of Credit Facility.
We also have a
$450 million letter of credit facility with Citibank which
is available to Aspen Bermuda for the provision of collateral to
its cedants.
Contractual
Obligations and Commitments
The following table summarizes our contractual obligations
(other than our obligations to employees, our Perpetual PIERS
and our Perpetual Preference Shares) under long-term debt,
operating leases and reserves relating to insurance and
reinsurance contracts as of December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual Basis
|
|
Payments Due By Period
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
More Than
|
|
|
|
Total
|
|
|
1 Year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 Years
|
|
|
Operating lease obligations
|
|
$
|
55.2
|
|
|
$
|
6.6
|
|
|
$
|
13.0
|
|
|
$
|
10.8
|
|
|
$
|
24.8
|
|
Long-term debt obligations (1)
|
|
|
249.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249.5
|
|
Reserves for losses and loss adjustment expenses (2)
|
|
|
3,070.3
|
|
|
|
880.1
|
|
|
|
962.2
|
|
|
|
484.5
|
|
|
|
743.5
|
|
|
|
|
(1)
|
|
The long term debt obligations
disclosed above does not include the $15 million annual
interest payable on our outstanding senior notes.
|
|
(2)
|
|
In estimating the time intervals
into which payments of our reserves for losses and loss
adjustment expenses fall, as set out above, we have utilized
actuarially assessed payment patterns. By the nature of the
insurance and reinsurance contracts under which these
liabilities are assumed, there can be no certainty that actual
payments will fall in the periods shown and there could be a
material acceleration or deceleration of claims payments
depending on factors outside our control. This uncertainty is
heightened by the relatively short time in which we have
operated, thereby providing limited Company-specific
|
124
|
|
|
|
|
claims loss payment patterns. The
total amount of payments in respect of our reserves, as well as
the timing of such payments, may differ materially from our
current estimates for the reasons set out above under
Critical Accounting Policies
Reserves for Losses and Loss Expenses.
|
We entered into an agreement in July 2004 to lease three floors
comprising a total of approximately 15,000 square feet in
Hamilton, Bermuda for our holding company and Bermuda
operations. The term of the rental lease agreement is for six
years, and we have agreed to pay approximately a total of
$1 million per year in rent for the three floors for the
first three years. We moved into these premises on
January 30, 2006. Beginning in 2009, we will pay
$1.3 million in rent annually.
For our U.K.-based reinsurance and insurance operations, on
April 1, 2005, Aspen U.K. signed an agreement for under
leases (following our entry in October 2004 into a heads of
terms agreement) with B.L.C.T. (29038) Limited (the
landlord), Tamagon Limited and Cleartest Limited in connection
with leasing office space in London of approximately a total of
49,500 square feet covering three floors. The term of each
lease for each floor commenced in November 2004 and runs for
15 years. In 2007, the building was sold to Tishman
International. The terms of the lease remain unchanged. We began
paying the yearly basic rent of approximately
£2.7 million per annum in November 2007. The basic
annual rent for each of the leases will each be subject to
5-yearly
upwards-only rent reviews. We also license office space within
the Lloyds building on the basis of a renewable
twelve-month lease.
We also have entered into leases for office space in locations
of our subsidiary operations. These locations include Boston,
Massachusetts; Rocky Hill, Connecticut; Alpharetta, Georgia;
Scottsdale, Arizona; Pasadena, California; Manhattan Beach,
California and Atlanta, Georgia in the U.S. Our
international offices for our subsidiaries include locations in
Paris, Zurich, Singapore and Dublin.
We believe that our office space is sufficient for us to conduct
our operations for the foreseeable future in these locations.
For a discussion of our commitments and contingencies, please
see Note 18 to the audited financial statements for the
twelve months ended December 31, 2008 included elsewhere in
this report.
Off-Balance
Sheet Arrangements
Ajax Re is a variable interest entity under the provisions of
Financial Accounting Standards Board (FASB)
interpretation No. 46(R). We have a variable interest in
the entity, however we are not the primary beneficiary of the
entity and therefore we are not required to consolidate its
results into our consolidated financial statements. For further
details on the Ajax Re transactions please see Note 8 to
the audited financial statements for the twelve months ended
December 31, 2008 included elsewhere in this report.
We are not party to any transaction, agreement or other
contractual arrangement to which an affiliated entity
unconsolidated with us is a party, other than that noted above
with Ajax Re, that management believes is reasonably likely to
have a current or future effect on our financial condition,
revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
Ajax Re provides us with California earthquake coverage based on
modified industry losses, or indexed-based losses, with an
attachment level of $23.1 billion and an exhaustion level
of $25.9 billion. The indexed-based losses are derived from
industry personal lines losses, commercial lines losses and
automobile losses, each as calculated by PCS. We would recover
up to $100 million on a linear basis if we incurred losses
in such earthquake. The insurance cover expires on May 1,
2009.
In order to ensure that Ajax Re had sufficient funding to
service the LIBOR portion of interest due on the bonds issued by
Ajax Re, Ajax Re entered into a total return swap with Lehman
Financing, whereby Lehman Financing directed Ajax Re to invest
the proceeds from the bonds into permitted investments. Lehman
Brothers also provided a guarantee of Lehman Financings
obligations under the swap.
125
On September 15, 2008, Lehman Brothers filed for
bankruptcy, which is a termination event under the swap. Ajax Re
terminated the swap on September 16, 2008. As a result,
without the benefit of the total return swap, the extent of the
actual reinsurance cover in the event of a California earthquake
provided by Ajax Re will be limited to the market value of
the collateral held by Ajax Re, that in light of current
financial market conditions, we expect the market value of this
collateral is substantially less than the $100 million of
original reinsurance cover. Nevertheless, we remain within our
risk tolerances without the benefit of this reinsurance cover.
Effects
of Inflation
Inflation may have a material effect on our consolidated results
of operations by its effect on interest rates and on the cost of
settling claims. The potential exists, after a catastrophe or
other large property loss, for the development of inflationary
pressures in a local economy as the demand for services such as
construction typically surges. We believe this had an impact on
the cost of claims arising from the 2005 hurricanes. The cost of
settling claims may also be increased by global commodity price
inflation. We seek to take both these factors into account when
setting reserves for any events where we think they may be
material.
Our calculation of reserves for losses and loss expenses in
respect of casualty business includes assumptions about future
payments for settlement of claims and claims-handling expenses,
such as medical treatments and litigation costs. We write
casualty business in the United States, the United Kingdom and
Australia and certain other territories, where claims inflation
has in many years run at higher rates than general inflation. To
the extent inflation causes these costs to increase above
reserves established for these claims, we will be required to
increase our loss reserves with a corresponding reduction in
earnings. The actual effects of inflation on our results cannot
be accurately known until claims are ultimately settled.
In addition to general price inflation we are exposed to a
persisting long-term upwards trend in the cost of judicial
awards for damages. We seek to take this into account in our
pricing and reserving of casualty business.
We also seek to take into account the projected impact of
inflation on the likely actions of central banks in the setting
of short-term interest rates and consequent effects on the
yields and prices of fixed interest securities. As of February
2009, we consider that although inflation is currently low, in
the medium-term there is a risk that inflation, interest rates
and bond yields will rise with the result that the market value
of certain of our fixed interest investments may reduce.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
The Company believes that it is principally exposed to four
types of market risk: interest rate risk, equity risk, foreign
currency risk and credit risk.
Interest rate risk.
Our investment portfolio
consists primarily of fixed income securities. Accordingly, our
primary market risk exposure is to changes in interest rates.
Fluctuations in interest rates have a direct impact on the
market valuation of these securities. As interest rates rise,
the market value of our fixed-income portfolio falls, and the
converse is also true. We expect to manage interest rate risk by
selecting investments with characteristics such as duration,
yield, currency and liquidity taking into account the
anticipated cash outflow characteristics of Aspen U.K.s,
Aspen Bermudas and Aspen Specialtys insurance and
reinsurance liabilities.
Our strategy for managing interest rate risk also includes
maintaining a high quality portfolio with a relatively short
duration to reduce the effect of interest rate changes on book
value. The portfolio is actively managed and trades are made to
balance our exposure to interest rates.
126
As at December 31, 2008, our fixed income portfolio had an
approximate duration of 3.1 years. The table below depicts
interest rate change scenarios and the effect on our
interest-rate sensitive invested assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Changes in Interest Rates on Portfolio Given a
Parallel Shift in the Yield Curve
|
|
Movement in rates in basis points
|
|
−100
|
|
|
−50
|
|
|
0
|
|
|
50
|
|
|
100
|
|
|
|
($ in millions, except percentages)
|
|
|
Market Value
|
|
$
|
4,792.1
|
|
|
$
|
4,729.6
|
|
|
$
|
4,658.0
|
|
|
$
|
4,584.1
|
|
|
$
|
4,508.3
|
|
Gain/Loss
|
|
|
134.2
|
|
|
|
71.6
|
|
|
|
|
|
|
|
(73.9
|
)
|
|
|
(149.7
|
)
|
Percentage of Portfolio
|
|
|
2.9
|
%
|
|
|
1.5
|
%
|
|
|
|
|
|
|
(1.6
|
)%
|
|
|
(3.2
|
)%
|
Corresponding percentage at December 31, 2007
|
|
|
3.3
|
%
|
|
|
1.7
|
%
|
|
|
|
|
|
|
(1.7
|
)%
|
|
|
(3.4
|
)%
|
Equity risk.
We have invested in two funds of
hedge funds which total in value $286.9 million at
December 31, 2008, equivalent to 5.0% of the total of our
investments, cash and cash equivalents at that date. These funds
of hedge funds are structured to have low volatility and limited
correlation with traditional fixed income markets. The
underlying assets comprise investments in funds of hedge funds
with diverse strategies and securities.
To the extent that the underlying hedge funds have equity
positions and are market neutral, we are exposed to losses from
changes in prices of those positions and to the extent that they
have net long or net short equity positions, we are exposed to
losses that are more correlated to changes in equity markets in
general. In February 2009 we gave notice to redeem our remaining
investments in funds of hedge funds in 2009, which would reduce
our exposure to equity risk. The earliest date at which these
notices will take effect is June 30, 2009 and we will
remain exposed to changes in the net asset value of the funds
until at least that date.
Foreign currency risk.
Our reporting currency
is the U.S. Dollar. The functional currencies of our
segments are U.S. Dollars, British Pounds, Euros, Swiss
Francs, Australian Dollars and Singaporean Dollars. As of
December 31, 2008, approximately 84% of our cash and
investments was held in U.S. Dollars (2007
80%), approximately 10% were in British Pounds (2007
13%) and approximately 6% were in currencies other than the
U.S. Dollar and the British Pound (2007 7%).
For the twelve months ended December 31, 2008, 14% of our
gross premiums were written in currencies other than the
U.S. Dollar and the British Pound (2007 10%)
and we expect that a similar proportion will be written in
currencies other than the U.S. Dollar and the British Pound
in 2009.
Other foreign currency amounts are remeasured to the appropriate
functional currency and the resulting foreign exchange gains or
losses are reflected in the statement of operations. Functional
currency amounts of assets and liabilities are then translated
into U.S. Dollars. The unrealized gain or loss from this
translation, net of tax, is recorded as part of ordinary
shareholders equity. The change in unrealized foreign
currency translation gain or loss during the year, net of tax,
is a component of comprehensive income. Both the remeasurement
and translation are calculated using current exchange rates for
the balance sheets and average exchange rates for the statement
of operations. We may experience exchange losses to the extent
that our foreign currency exposure is not properly managed or
otherwise hedged, which in turn would adversely affect our
results of operations and financial condition. Management
estimates that a 10% change in the exchange rate between British
Pounds and U.S. Dollars as at December 31, 2008, would
have impacted reported net comprehensive income by approximately
$21.2 million (2007 $35.5 million).
We will continue to manage our foreign currency risk by seeking
to match our liabilities under insurance and reinsurance
policies that are payable in foreign currencies with investments
that are denominated in these currencies. This may involve the
use of forward exchange contracts from time to time. A forward
foreign currency exchange contract involves an obligation to
purchase or sell a specified currency at a future date at a
price set at the time of the contract. Foreign currency exchange
contracts will not eliminate fluctuations in the value of our
assets and liabilities denominated in foreign currencies but
rather allow us to establish a rate of exchange for a future
point in time. All realized gains and losses
127
and unrealized gains and losses on foreign currency forward
contracts are recognized in the statement of operations. As at
December 31, 2008, the Company held currency contracts to
purchase $18.8 million of U.S. and foreign currencies
(2007 $Nil).
Credit risk.
We have exposure to credit risk
primarily as a holder of fixed income securities. Our risk
management strategy and investment policy is to invest in debt
instruments of high credit quality issuers and to limit the
amount of credit exposure with respect to particular ratings
categories, business sectors and any one issuer. As at
December 31, 2008, the average rate of fixed income
securities in our investment portfolio was AAA,
compared to AA+ at December 31, 2007.
In addition, we are exposed to the credit risk of our insurance
and reinsurance brokers to whom we make claims payments for our
policyholders, as well as to the credit risk of our reinsurers
and retrocessionaires who assume business from us. Other than
fully collateralized reinsurance, the substantial majority of
our reinsurers have a rating of A (Excellent), the
third highest of fifteen rating levels, or better by
A.M. Best and the minimum rating of any of our material
reinsurers is A− (Excellent), the fourth
highest of fifteen rating levels, by A.M. Best.
We have also entered into a credit insurance contract which,
subject to its terms, insures us against losses due to the
inability of one or more of our reinsurance counterparties to
meet their financial obligations to the Company. Payments are
made on a quarterly basis throughout the period of the contract
based on the aggregate limit, which was set initially at
$477 million but is subject to adjustment.
The table below shows our reinsurance recoverables as of
December 31, 2008, and our reinsurers ratings taking
into account any changes in ratings as of February 5, 2009:
|
|
|
|
|
A.M. Best
|
|
($ in millions)
|
|
|
A++
|
|
$
|
15.9
|
|
A+
|
|
$
|
69.5
|
|
A
|
|
$
|
160.8
|
|
A−
|
|
$
|
28.6
|
|
Fully collateralized
|
|
$
|
2.5
|
|
Not rated
|
|
$
|
6.0
|
|
|
|
|
|
|
|
|
$
|
283.3
|
|
|
|
|
|
|
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
Reference is made to Part IV, Item 15(a) of this
report, commencing on
page F-1,
for the Consolidated Financial Statements and Reports of the
Company and the Notes thereto, as well as the Schedules to the
Consolidated Financial Statements.
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
There have been no changes in or disagreements with accountants
regarding accounting and financial disclosure for the period
covered by this report.
|
|
Item 9A.
|
Controls
and Procedures
|
Evaluation
of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of
the Companys management, including the Companys
Chief Executive Officer and Chief Financial Officer, has
evaluated the design and operation of the Companys
disclosure controls and procedures as of the end of the period
of this report. Our management does not expect that our
disclosure controls will prevent all errors and all fraud. A
control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of
a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered
relative
128
to their costs. As a result of the inherent limitations in all
control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent
limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur
because of a simple error or mistake. Additionally, controls can
be circumvented by the individual acts of some persons or by
collusion of two or more people. The design of any system of
controls also is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, controls may become
inadequate because of changes in conditions, or the degree of
compliance with the policies or procedures may deteriorate. As a
result of the inherent limitations in a cost-effective control
system, misstatement due to error or fraud may occur and not be
detected. Accordingly, our disclosure controls and procedures
are designed to provide reasonable, not absolute, assurance that
the disclosure requirements are met. Based on the evaluation of
the disclosure controls and procedures, the Chief Executive
Officer and Chief Financial Officer have concluded that the
Companys disclosure controls and procedures were effective
in ensuring that information required to be disclosed in the
reports filed or submitted to the Commission under the Exchange
Act by the Company is recorded, processed, summarized and
reported in a timely fashion, and is accumulated and
communicated to management, including the Companys Chief
Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
The Companys management has performed an evaluation, with
the participation of the Companys Chief Executive Officer
and the Companys Chief Financial Officer, of changes in
the Companys internal control over financial reporting
that occurred during the quarter ended December 31, 2008.
Based upon that evaluation, the Companys management is not
aware of any change in its internal control over financial
reporting that occurred during the quarter ended
December 31, 2008 that has materially affected, or is
reasonably likely to materially affect, the Companys
internal control over financial reporting.
For managements report on internal control over financial
reporting, as well as the independent registered public
accounting firms report thereon, see pages F-2 and
F-3 of this report.
|
|
Item 9B.
|
Other
Information
|
None
129
PART III
|
|
Item 10.
|
Directors,
Executive Officers of the Registrant and Corporate
Governance
|
Directors
Pursuant to provisions that were in our bye-laws and a
shareholders agreement by and among us and certain
shareholders prior to our initial public offering in 2003,
certain of our shareholders had the right to appoint or nominate
and remove directors to serve on our Board of Directors.
Mr. Cormack was appointed director by Candover.
Dr. Rosenthal was nominated as director by Blackstone.
After our initial public offering, no specific shareholder has
the right to appoint or nominate or remove one or more directors
pursuant to an explicit provision in our bye-laws or otherwise.
Our bye-laws provide for a classified Board of Directors,
divided into three classes of directors, with each class elected
to serve a term of three years. Our incumbent Class I
Directors were elected at our 2008 annual general meeting and
are scheduled to serve until our 2011 annual general meeting.
Our incumbent Class II Directors were re-elected at our
2006 annual general meeting and will be subject for re-election
at our 2009 annual general meeting, except for
Dr. Rosenthal who will not be standing for re-election at
the next scheduled annual general meeting. Our incumbent
Class III Directors were elected at our 2007 annual general
meeting and are scheduled to serve until our 2010 annual general
meeting.
As of February 15, 2009, we had the following directors on
our Board of Directors and committees:
|
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|
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|
|
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|
Corporate
|
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|
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|
|
Director
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|
Governance
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|
Name
|
|
Age
|
|
|
Since
|
|
|
Audit
|
|
|
Compensation
|
|
|
& Nominating
|
|
|
Investment
|
|
|
Risk
|
|
|
Class I Directors:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
Christopher OKane
|
|
|
54
|
|
|
|
2002
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
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|
|
Heidi Hutter
|
|
|
51
|
|
|
|
2002
|
|
|
|
ü
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|
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|
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|
|
Chair
|
|
David Kelso
|
|
|
56
|
|
|
|
2005
|
|
|
|
ü
|
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ü
|
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|
|
ü
|
|
John Cavoores
|
|
|
51
|
|
|
|
2006
|
|
|
|
|
|
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|
ü
|
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|
|
|
|
|
|
|
|
|
|
ü
|
|
Liaquat Ahamed
|
|
|
56
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
Chair
|
|
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|
ü
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|
|
Class II Directors:
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Julian Cusack
|
|
|
58
|
|
|
|
2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
|
|
ü
|
|
Norman L. Rosenthal
|
|
|
57
|
|
|
|
2002
|
|
|
|
ü
|
|
|
|
|
|
|
|
ü
|
|
|
|
|
|
|
|
|
|
Glyn Jones
|
|
|
56
|
|
|
|
2006
|
|
|
|
|
|
|
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|
|
Chair
|
|
|
|
ü
|
|
|
|
|
|
Richard Houghton
|
|
|
43
|
|
|
|
2007
|
|
|
|
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|
|
|
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|
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|
ü
|
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|
|
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|
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|
|
|
|
|
|
|
Class III Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian Cormack
|
|
|
61
|
|
|
|
2003
|
|
|
|
Chair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ü
|
|
Matthew Botein
|
|
|
35
|
|
|
|
2007
|
|
|
|
|
|
|
|
ü
|
|
|
|
ü
|
|
|
|
ü
|
|
|
|
|
|
Richard Bucknall
|
|
|
60
|
|
|
|
2007
|
|
|
|
ü
|
|
|
|
Chair
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Glyn Jones.
With effect from May 2, 2007,
Mr. Jones was appointed as Chairman. Mr. Jones has
been a director since October 30, 2006. He also has served
as a non-executive director of Aspen U.K. since December 4,
2006. As of July 25, 2008, Mr. Jones has served as
Chairman of Hermes Fund Managers. Mr. Jones is also
the Chairman of Towry Law. Mr. Jones was most recently the
Chief Executive Officer of Thames River Capital. From 2000 to
2004, he served as Chief Executive Officer of Gartmore
Investment Management in the U.K. Prior to Gartmore,
Mr. Jones was Chief Executive of Coutts NatWest Group and
Coutts Group, which he joined in 1997, and was responsible for
strategic leadership, business performance and risk management.
In 1991 he joined Standard Chartered, later becoming the General
Manager of Global Private Banking. Mr. Jones was a
consulting partner with Coopers & Lybrand/Deloitte
Haskins & Sells Management Consultants from 1981 to
1990.
130
Christopher OKane.
Mr. OKane
has been our Chief Executive Officer and a director since
June 21, 2002. He is also currently the Chief Executive
Officer of Aspen U.K. and was Chairman of Aspen Bermuda until
December 2006. Prior to the creation of Aspen Holdings, from
November 2000 until June 2002, Mr. OKane served as a
director of Wellington and Chief Underwriting Officer of
Lloyds Syndicate 2020 where he built his specialist
knowledge in the fields of property insurance and reinsurance,
together with active underwriting experience in a range of other
insurance disciplines. From September 1998 until November 2000,
Mr. OKane served as one of the underwriting partners
for Syndicate 2020. Prior to joining Syndicate 2020,
Mr. OKane served as deputy underwriter for Syndicate
51 from January 1993 to September 1998. Mr. OKane has
over twenty-five years of experience in the insurance industry,
beginning his career as a Lloyds broker.
Richard Houghton.
Mr. Houghton joined us
as our Chief Financial Officer on April 30, 2007 and has
been a director since May 2, 2007. He was previously at
Royal Bank of Scotland Group plc (RBS), where he was
Chief Operating Officer, RBS Insurance from 2005 to March 2007,
responsible for driving operational efficiency across the
finance, IT, risk, HR, claims and actuarial functions of this
division. Previously, he was Group Finance Director, RBS
Insurance from 2004 to 2005. Mr. Houghton was also Group
Finance Director of Ulster Bank, another subsidiary of RBS from
2003 to 2004. He began his professional career as an accountant
at Deloitte & Touche where he spent 10 years
working in audit, corporate finance and recovery. He is a Fellow
of the Institute of Chartered Accountants in England and Wales.
Liaquat Ahamed.
Mr. Ahamed has been a
director since October 31, 2007. Mr. Ahamed has a
background in investment management with leadership roles that
include heading the World Banks investment division. From
2004, Mr. Ahamed has been an adviser to the Rock Creek
Group, an investment firm based in Washington D.C. From 2001 to
2004, Mr. Ahamed was the Chief Executive Officer of Fischer
Francis Trees & Watts, Inc., a subsidiary of BNP
Paribas specializing in institutional single and multi-currency
fixed income investment portfolios. Mr. Ahamed is a Board
member of the Rohatyn Group, and a member of the Board of
Trustees at the Brookings Institution.
Matthew Botein.
Mr. Botein has been a
director since July 25, 2007. Mr. Botein joined
Highfields Capital Management, a Boston-based investment
management firm in 2003 and has been a Managing Director since
January 1, 2006 and a member of its Management Committee
since January 1, 2007. Prior to joining Highfields, he was
a Principal in the private equity department of The Blackstone
Group from March 2000 to March 2003. He currently serves on the
Boards of Cyrus Reinsurance Holdings Limited and Cyrus
Reinsurance Holdings II Limited, sidecars
Highfields formed with XL Capital (as well as their operating
subsidiaries), Integro Limited, an insurance broker and Private
National Mortgage Acceptance Company, LLC. He previously was a
member of our Board from our formation until 2003.
Richard Bucknall.
Mr. Bucknall has been a
director since July 25, 2007 and a director of Aspen U.K.
since January 14, 2008 and a director of AMAL since
February 28, 2008. Mr. Bucknall recently retired from
Willis Group Holdings Limited where he was Vice Chairman from
February 2004 to March 2007 and Group Chief Operating Officer
from January 2001 to December 2006, in which role he was
responsible for leading the development of Willis
international network and played a crucial role in various
strategic acquisitions. He was also previously Chairman/Chief
Executive Officer of Willis Limited from May 1999 to March 2007.
Mr. Bucknall is currently a non-executive director of FIM
Services Limited, and a director of Kron AS. He is a Fellow of
the Chartered Insurance Institute.
John Cavoores.
Mr. Cavoores has been a
director since October 30, 2006. Mr. Cavoores is
currently an advisor to Blackstone, previously one of our
principal shareholders, advising on current portfolio
investments and new opportunities. Mr. Cavoores has over
27 years of experience in the insurance industry and served
as President and Chief Executive Officer of OneBeacon Insurance
Company, a subsidiary of the White Mountains Insurance Group,
from 2003 to 2005. Mr. Cavoores currently serves as a
director of Cyrus Reinsurance Holdings and Alliant Insurance
Holdings. Among his other positions, Mr. Cavoores was
President of National Union Insurance Company, a subsidiary of
AIG.
131
He spent 19 years at Chubb Insurance Group, where he served
as Chief Underwriting Officer, Executive Vice President and
Managing Director of overseas operations, based in London.
Ian Cormack.
Mr. Cormack has been a
director since September 22, 2003 and has served also as a
non-executive director of Aspen U.K. since 2003. From 2000 to
2002, he was Chief Executive Officer of AIG Inc.s
insurance financial services and asset management division in
Europe. From 1997 to 2000, he was Chairman of Citibank
International plc and Co-Head of the Global Financial
Institutions Client Group at Citigroup. He was also Country Head
of Citicorp in the United Kingdom from 1992 to 1996.
Mr. Cormack is also a director of Pearl Assurance Group
Ltd., Pearl Assurance, London Life Assurance, National Provident
Assurance, Europe Arab Bank Ltd. and Qatar Financial Centre
Authority. Mr. Cormack is also a non-executive chairman of
Aberdeen Growth Opportunities Venture Capital Trust 2 plc.
He also serves as chairman of Entertaining Finance Ltd., Bank
Training and Development Ltd., Carbon Reductions Ltd and deputy
chairman of the Qatar Insurance Platform. He previously served
as Chairman of CHAPS, the high value clearing system in the
United Kingdom, as a member of the Board of Directors of
Clearstream (Luxembourg) and as a member of Millennium
Associates AGs Global Advisory Board. He was previously a
non-executive director of MphasiS BFL Ltd. (India). He was a
member of the U.K. Chancellors City Advisory Panel from
1993 to 1998.
Julian Cusack, Ph.D .
Mr. Cusack has been
our Chief Operating Officer since May 1, 2008, and has been
a director since June 21, 2002. He has also been the Chief
Executive Officer of Aspen Bermuda since 2002 and was appointed
Chairman of Aspen Bermuda in December 2006. Previously
Mr. Cusack was our Chief Financial Officer from
June 21, 2002 to April 30, 2007. From 2002 until
March 31, 2004, he was also Finance Director of Aspen U.K.
Mr. Cusack previously worked with Wellington where he was
Managing Director of Wellington Underwriting Agencies Ltd.
(WUAL) from 1992 to 1996, and in 1994 joined the
Board of Directors of Wellington Underwriting Holdings Limited.
He was Group Finance Director of Wellington Underwriting plc
from 1996 to 2002. Mr. Cusack is also a director of Hardy
Underwriting Bermuda Limited.
Heidi Hutter.
Ms. Hutter has been a
director since June 21, 2002 and has served as a
non-executive director of Aspen U.K. since June 2002. On
February 28, 2008, Ms. Hutter was appointed as a
director and Chair of AMAL. She has served as Chief Executive
Officer of Black Diamond Group, LLC since 2001 and Manager of
Black Diamond Capital Partners since 2005. Ms. Hutter has
over twenty-eight years of experience in property/casualty
reinsurance. Ms. Hutter began her career in 1979 with Swiss
Reinsurance Company in New York, where she specialized in the
then new field of finite reinsurance. From 1993 to 1995, she was
Project Director for the Equitas Project at Lloyds which
became the largest run-off reinsurer in the world. From 1996 to
1999, she served as Chief Executive Officer of Swiss Re America
and was a member of the Executive Board of Swiss Re in Zurich.
She was previously a director of Aquila, Inc. Ms. Hutter
also serves as a director of Amerilife Group Holdings LLC.
David Kelso.
Mr. Kelso has been a
director since May 26, 2005. He was a founder, in 2003, of
Kelso Advisory Services and currently serves as its Senior
Financial Advisor. He also currently serves as a director of
ExlService Holdings, Inc., Assurant Inc. and Sound Shore
Fund Inc. From 2001 to 2003, Mr. Kelso was an
Executive Vice President of Aetna, Inc. From 1996 to 2001, he
was the Executive Vice President, Chief Financial Officer and
Managing Director of Chubb Corporation. From 1992 to 1996, he
first served as the Executive Vice President and Chief Financial
Officer and later served as the Executive Vice President, Retail
and Small Business Banking, of First Commerce Corporation. From
1982 to 1992, he was a Partner and the Head of North American
Banking Practice of Gemini Consulting Group.
Norman L.
Rosenthal, Ph.D.
Dr. Rosenthal has been
a director since June 21, 2002. His term expires on
April 29, 2009, the next scheduled annual general meeting
at which he will not be standing for re-election. He is also
currently President of Norman L. Rosenthal &
Associates, Inc., a management consulting firm which specializes
in the property and casualty insurance industry. Previously,
Dr. Rosenthal was a managing director and senior equity
research analyst at Morgan Stanley & Co. following the
property and casualty insurance industry. He joined Morgan
Stanleys equity research
132
department covering the insurance sector in 1981 and remained
there until 1996. Dr. Rosenthal also currently serves on
the Boards of Directors of The Plymouth Rock Company, Securis
Investment Partners & Funds, Palisades Safety and
Insurance Management Corporation and the High Point Safety and
Insurance Management Company and Arthur J.
Gallagher. Dr. Rosenthal previously served on
the Boards of Directors of Mutual Risk Management Ltd. from 1997
to 2002, and Vesta Insurance Group from 1996 to 1999.
Committees
of the Board of Directors
Audit Committee:
Messrs. Cormack,
Bucknall, Kelso, Rosenthal and Ms. Hutter. The Audit
Committee has general responsibility for the oversight and
supervision of our accounting, reporting and financial control
practices. The Audit Committee annually reviews the
qualifications of the independent auditors, makes
recommendations to the Board of Directors as to their selection
and reviews the plan, fees and results of their audit.
Mr. Cormack is Chairman of the Audit Committee. The Audit
Committee held four meetings during 2008. The Board of Directors
considers Mr. Kelso to be our audit committee
financial expert as defined in the applicable regulations.
The Board of Directors has made the determination that
Mr. Kelso is independent.
Compensation Committee:
Messrs. Bucknall,
Botein, and Cavoores. The Compensation Committee oversees our
compensation and benefit policies and programs, including
administration of our annual bonus awards and long-term
incentive plans. It determines compensation of the
Companys Chief Executive Officer, executive directors and
key employees. Mr. Bucknall is the Chairman of the
Compensation Committee. The Compensation Committee held five
meetings during 2008.
Investment Committee:
Messrs. Ahamed,
Jones, Botein, Cusack, Houghton and Kelso. The Investment
Committee is an advisory committee to the Board of Directors
which formulates our investment policy and oversees all of our
significant investing activities. Mr. Ahamed is Chairman of
the Investment Committee. The Investment Committee held four
meetings during 2008.
Corporate Governance and Nominating
Committee:
Messrs. Jones, Botein and
Rosenthal. The Corporate Governance and Nominating Committee,
among other things, establishes the Board of Directors
criteria for selecting new directors and oversees the evaluation
of the Board of Directors and management. Mr. Jones is the
Chairman of the Corporate Governance and Nominating Committee.
The Corporate Governance and Nominating Committee held four
meetings during 2008.
Risk Committee:
Ms. Hutter,
Messrs. Ahamed, Cavoores, Cormack, Cusack and Kelso. The
Risk Committees responsibilities include the establishment
of our risk management strategy, approval of our risk management
framework, methodologies and policies, and review of our
approach for determining and measuring our risk tolerances.
Ms. Hutter is the Chair of the Risk Committee. The Risk
Committee held four meetings during 2008.
133
Executive
Officers
The table below sets forth certain information concerning our
executive officers as of February 15, 2009:
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|
|
|
|
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Name
|
|
Age
|
|
Position
|
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Christopher OKane (1)
|
|
|
54
|
|
|
Chief Executive Officer of Aspen Holdings and Aspen U.K.
|
Richard Houghton (1)
|
|
|
43
|
|
|
Chief Financial Officer of Aspen Holdings
|
Julian Cusack (1)
|
|
|
58
|
|
|
Chief Operating Officer of Aspen Holdings, Chief Executive
Officer and Chairman of Aspen Bermuda
|
Brian Boornazian
|
|
|
48
|
|
|
President, Aspen Re and President, Aspen Re America
|
Michael Cain
|
|
|
36
|
|
|
Group General Counsel
|
James Few
|
|
|
37
|
|
|
Managing Director, Aspen Re, Head of Property Reinsurance, Chief
Underwriting Officer of Aspen Bermuda
|
Karen Green
|
|
|
41
|
|
|
Group Head of Strategy and Office of the CEO, Managing Director
of AMAL
|
Emil Issavi
|
|
|
36
|
|
|
Head of Casualty Reinsurance
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Oliver Peterken
|
|
|
52
|
|
|
Group Chief Risk Officer
|
Kate Vacher
|
|
|
37
|
|
|
Director of Underwriting
|
Nathan Warde
|
|
|
47
|
|
|
Head of U.S. Insurance, President Aspen Insurance U.S. and CEO
of Aspen Specialty
|
Chris Woodman
|
|
|
47
|
|
|
Group Head of Human Resources
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Matthew Yeldham
|
|
|
40
|
|
|
Head of International Insurance
|
|
|
|
(1)
|
|
Biography available above under
Directors above.
|
Brian Boornazian.
Mr. Boornazian was
appointed Head of Reinsurance in May 2006 and is President,
Aspen Re since June 2008. Since October 2005,
Mr. Boornazian has also served as President of Aspen Re
America. From January 2004 to October 2005, he was President of
Aspen Re America, Property Reinsurance. Prior to joining us,
from 1999 to January 2004, Mr. Boornazian was at XL Re
America, where during his tenure there he acted in several
capacities and was Senior Vice President, Chief Property
Officer, responsible for property facultative and treaty, as
well as marine, and Chief Marketing Officer.
Michael Cain.
Mr. Cain has served as our
Group General Counsel since March 3, 2008. Prior to joining
us, Mr. Cain served as Corporate Counsel and Company
Secretary to Benfield Group Limited from 2002 to 2008.
Previously, Mr. Cain worked at Barlow Lyde &
Gilbert and Ashurst, law firms in London.
James Few.
Mr. Few is Managing Director,
Aspen Re since June 2008 and has been our Head of Property
Reinsurance since June 1, 2004 and Aspen Bermudas
Chief Underwriting Officer since November 1, 2004. Before
joining Aspen Bermuda, he had been an underwriter at Aspen U.K.
since June 21, 2002. Mr. Few previously worked as an
underwriter with Wellington from 1999 until 2002 and from 1993
until 1999 was an underwriter and client development manager at
Royal & Sun Alliance.
Karen Green.
Ms. Green joined us in March
2005 as Head of Strategy and Office of the CEO. In March 2008,
Ms. Green was also appointed as Managing Director of AMAL,
the managing agency of our Lloyds Syndicate 4711. From
2001 until 2005, Ms. Green was a Principal with MMC Capital
Inc. (now Stone Point Capital), a global private equity firm
(formerly owned by Marsh and McLennan Companies Inc.). Prior to
MMC Capital, Ms. Green was a director at GE Capital in
London from 1997 to 2001, where she co-ran the Business
Development team (responsible for mergers and acquisitions for
GE Capital in Europe).
134
Emil Issavi.
Mr. Issavi was appointed
Head of Casualty Reinsurance in July 2008. Since July 2006,
Mr. Issavi has also served as Head of Casualty Treaty of
Aspen Re America. Prior to joining us, from 2002 to July 2006,
Mr. Issavi was at Swiss Re America, where during his tenure
there he was Senior Treaty Account Executive responsible for
various Global and National Property Casualty clients.
Mr. Issavi began his reinsurance career at Gen Re as a
Casualty Facultative Underwriter.
Oliver Peterken.
Mr. Peterken has served
as our Chief Risk Officer since May 9, 2005. Prior to
joining us, Mr. Peterken led Willis Res international
catastrophe risk modeling and actuarial services from 1995,
during which time he was Managing Director of Willis Consulting
Limited from 1998 to 2005. From 1987 to 1994 he held various
management roles in finance and strategy at the Prudential
Corporation Plc.
Kate Vacher.
Ms. Vacher is our Director
of Underwriting. Previously, she was our Head of Group Planning
from April 2003 to May 2006 and Property Reinsurance Underwriter
since joining Aspen U.K. on September 1, 2002.
Ms. Vacher joined Aspen Bermuda on December 1, 2004.
Ms. Vacher previously worked as an underwriter with
Wellington Syndicate 2020 from 1999 until 2002 and from 1995
until 1999 was an assistant underwriter at Syndicate 51.
Nathan Warde.
Mr. Warde was appointed
President of Aspen Insurance U.S. in April 2007 and is the
Chief Executive Officer of Aspen Specialty. As Head of
U.S. Insurance, he is responsible for leading the
Companys insurance operations in the U.S. and the
strategic development of our excess and surplus lines business.
Mr. Warde was previously Executive Vice President of
Worldwide Property at Arch Capital Group Ltd from February 2006
to April 2007 and Senior Vice President, E&S Property from
May 2002 to February 2006. Prior to joining Arch in 2002,
Mr. Warde worked with Royal Specialty Underwriting Inc
(RSUI) as Vice President, Team Leader from July 1997 to May 2002
and Assistant Vice President from August 1992 to July 1997,
Philadelphia Reinsurance Corporation (a subsidiary of NRG) as
Assistant Secretary from July 1987 to August 1992 and Hartford
Insurance Group as Supervising Underwriter from November 1986 to
July 1987.
Chris Woodman.
Since July 2005,
Mr. Woodman has served as Group Head of Human Resources.
Prior to joining us, he was employed by Fidelity International
from March 1995 to March 2005. He joined them as a Human
Resources Manager, and was subsequently Human Resources
Director, Research and Trading on secondment to Fidelity
Management and Research Company in Boston, MA. He then returned
to the United Kingdom as Director, Human Resources for the
Investment and Institutional business at Fidelity International.
Most recently, he was Managing Director, Human Resources, COLT
Telecom from January 2003 to February 2005 on secondment from
Fidelity International.
Matthew Yeldham.
Mr. Yeldham is our Head
of International Insurance and is the active underwriter of
Syndicate 4711. Mr. Yeldham joined us in October 2007 and
is responsible for all international insurance and specialty
reinsurance products. Mr. Yeldham joined Wellington in 1992
working for Lloyds Syndicate 672 IC Agnew &
Others, and in 2002 was appointed Director of WUAL, with
responsibility for casualty and marine underwriting. He went on
to become Deputy Chief Underwriting Officer at Wellington in
2006 and then Deputy Active Underwriter of Catlin Syndicate 2003
(the largest syndicate at Lloyds) following Catlins
acquisition of Wellington in 2006.
Non-Management
Directors
The Board of Directors has adopted a policy of regularly
scheduled executive sessions where non-management directors meet
independent of management. The non-management directors include
all our independent directors and Mr. Jones, our Chairman.
The non-management directors held four executive sessions during
2008. Mr. Jones, our Chairman, presided at each executive
session. Shareholders of the Company and other interested
parties may communicate their concerns to the non-management
directors by sending written communications by mail to
Mr. Jones,
c/o Company
Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts
Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to
1-441-295-1829.
In 2008, we held one executive session comprised solely of
independent directors.
135
Attendance
at Meetings by Directors
The Board of Directors conducts its business through its
meetings and meetings of the committees. Each director is
expected to attend each of our regularly scheduled meeting of
the Board of Directors and its constituent committees on which
that director serves and our annual general meeting of
shareholders. All directors attended the annual general meeting
of shareholders in 2008. Four meetings of the Board of Directors
were held in 2008. All of the directors attended at least 75% of
the meetings of the Board of Directors and meetings of all
committees on which they serve.
Code of
Ethics, Corporate Governance Guidelines and Committee
Charters
We adopted a code of business conduct and ethics that applies to
all of our employees including our Chief Executive Officer and
Chief Financial Officer. We have also adopted corporate
governance guidelines. We have posted the Companys code of
ethics and corporate governance guidelines on the Investor
Relations page of the Companys website at
www.aspen.bm
.
The charters for each of the Audit Committee, the Compensation
Committee and the Corporate Governance and Nominating Committee
are also posted on the Investor Relations page of our website at
www.aspen.bm
. Shareholders may also request printed
copies of our code of business conduct and ethics, the corporate
governance guidelines and the committee charters at no charge by
writing to Company Secretary, Aspen Insurance Holdings Limited,
Maxwell Roberts Building, 1 Church Street, Hamilton, HM11,
Bermuda.
Differences
between NYSE Corporate Governance Rules and the Companys
Corporate Governance Practices
The Company currently qualifies as a foreign private issuer, and
as such is not required to meet all of the NYSE Corporate
Governance Standards. The following discusses the differences
between the NYSE Corporate Governance Standards and the
Companys corporate governance practices.
The NYSE Corporate Governance Standards require that all members
of compensation committees and nominating and corporate
governance committees be independent. As of the date of this
report, all members of the Compensation Committee are
independent and all but one member of our Corporate Governance
and Nominating Committee are independent. As described above,
Mr. Jones, our Chairman, a member and Chairman of the
Corporate Governance and Nominating Committee, is not deemed to
be an independent director due to his greater level of
involvement with the management of the Company and his greater
compensation as Chairman of the Company, which is different from
the standard director compensation.
The NYSE Corporate Governance Standards requires chief executive
officers of U.S. domestic issuers to certify to the NYSE
that he or she is not aware of any violation by the company of
NYSE corporate governance listing standards. Because as a
foreign private issuer we are not subject to the NYSE Corporate
Governance Standards applicable to U.S. domestic issuers,
the Company need not make such certification.
Policy on
Shareholder Proposals for Director Candidates and Evaluation of
Director Candidates
Our Board of Directors has adopted policies and procedures
relating to director nominations and shareholder proposals, and
evaluations of director candidates.
Submission of Shareholder
Proposals.
Shareholder recommendations of
director nominees to be included in the Companys proxy
materials will be considered only if received no later than the
120th calendar day before the first anniversary of the date
of the Companys proxy statement in connection with the
previous years annual general meeting. The Company may in
its discretion exclude such shareholder recommendations even if
received in a timely manner. Accordingly, this policy is not
intended to waive the Companys right to exclude
shareholder proposals from its proxy statement.
136
If shareholders wish to nominate their own candidates for
director on their own separate slate (as opposed to recommending
candidates to be nominated by the Company in the Companys
proxy), shareholder nominations for directors at the annual
general meeting of shareholders must be submitted at least 90
calendar days before the annual general meeting of shareholders.
A shareholder who wishes to recommend a person or persons for
consideration as a Company nominee for election to the Board of
Directors should send a written notice by mail,
c/o Company
Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts
Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to
1-441-295-1829
and include the following information:
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the name of each person recommended by the shareholder(s) to be
considered as a nominee;
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the name(s) and address(es) of the shareholder(s) making the
nomination, the number of ordinary shares which are owned
beneficially and of record by such shareholder(s) and the period
for which such ordinary shares have been held;
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a description of the relationship between the nominating
shareholder(s) and each nominee;
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biographical information regarding such nominee, including the
persons employment and other relevant experience and a
statement as to the qualifications of the nominee;
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a business address and telephone number for each nominee (an
e-mail
address may also be included); and
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|
the written consent to nomination and to serving as a director,
if elected, of the recommended nominee.
|
In connection with the Corporate Governance and Nominating
Committees evaluation of director nominees, the Company
may request that the nominee complete a Directors and
Officers Questionnaire regarding such nominees
independence, related parties transactions, and other relevant
information required to be disclosed by the Company.
Minimum Qualifications for Director
Nominees.
A nominee recommended for a position on
the Companys Board of Directors must meet the following
minimum qualifications:
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he or she must have the highest standards of personal and
professional integrity;
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he or she must have exhibited mature judgment through
significant accomplishments in his or her chosen field of
expertise;
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he or she must have a well-developed career history with
specializations and skills that are relevant to understanding
and benefiting the Company;
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he or she must be able to allocate sufficient time and energy to
director duties, including preparation for meetings and
attendance at meetings;
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he or she must be able to read and understand financial
statements to an appropriate level for the exercise of his or
her duties; and
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he or she must be familiar with, and willing to assume, the
duties of a director on the Board of Directors of a public
company.
|
Process for Evaluation of Director
Nominees.
The Corporate Governance and Nominating
Committee has the authority and responsibility to lead the
search for individuals qualified to become members of our Board
of Directors to the extent necessary to fill vacancies on the
Board of Directors or as otherwise desired by the Board of
Directors. The Corporate Governance and Nominating Committee
will identify, evaluate and recommend that the Board of
Directors select director nominees for shareholder approval at
the applicable annual meetings based on minimum qualifications
and additional criteria that the Corporate Governance and
Nominating Committee deems necessary, as well as the diversity
and other needs of the Board of Directors.
137
The Corporate Governance and Nominating Committee may in its
discretion engage a third-party search firm and other advisors
to identify potential nominees for director. The Corporate
Governance and Nominating Committee may also identify potential
director nominees through director and management
recommendations, business, insurance industry and other
contacts, as well as through shareholder nominations.
The Corporate Governance and Nominating Committee may determine
that members of the Board of Directors should have diverse
experiences, skills and perspectives as well as knowledge in the
areas of the Companys activities.
Certain additional criteria for consideration as director
nominee may include, but not be limited to, the following as the
Corporate Governance and Nominating Committee sees fit:
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the nominees qualifications and accomplishments and
whether they complement the Board of Directors existing
strengths;
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the nominees leadership, strategic, or policy setting
experience;
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the nominees experience and expertise relevant to the
Companys insurance and reinsurance business, including any
actuarial or underwriting expertise, or other specialized skills;
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the nominees independence qualifications, as defined by
NYSE listing standards;
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the nominees actual or potential conflict of interest, or
the appearance of any conflict of interest, with the best
interests of the Company and its shareholders;
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the nominees ability to represent the interests of all
shareholders of the Company; and
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the nominees financial literacy, accounting or related
financial management expertise as defined by NYSE listing
standards, or qualifications as an audit committee financial
expert, as defined by SEC rules and regulations.
|
Shareholder
Communications to the Board of Directors
The Board of Directors provides a process for shareholders to
send communications to the Board of Directors or any of the
directors. Shareholders may send written communications to the
Board of Directors or any one or more of the individual
directors by mail,
c/o Company
Secretary, Aspen Insurance Holdings Limited, Maxwell Roberts
Building, 1 Church Street, Hamilton HM11, Bermuda, or by fax to
1-441-295- 1829. All communications will be referred to the
Board or relevant directors. Shareholders may also send
e-mails
to
any of our directors via our website at
www.aspen.bm
.
Board of
Directors Policy on Directors Attendance at AGMs
Directors are expected to attend the Companys annual
general meeting of shareholders.
Compliance
with Section 16(a) of the Exchange Act
The Company, as a foreign private issuer, is not required to
comply with the provisions of Section 16 of the Exchange
Act relating to the reporting of securities transactions by
certain persons and the recovery of short-swing
profits from the purchase or sale of securities.
138
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Item 11.
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Executive
Compensation
|
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
This section provides information regarding the compensation
program for our Chief Executive Officer (the CEO),
Chief Financial Officer (the CFO) and the three
other most highly-compensated named executive officers
(NEOs) for 2008.
Our compensation programs and plans have been designed to reward
executives who contribute to the continuing success of the
Company. The Compensation Committee of our Board of Directors
(the Compensation Committee) has responsibility for
approving the compensation program for our NEOs.
Our compensation policies are designed with the goal of
maximizing shareholder value creation over the long-term. The
basic objectives of our executive compensation program are to:
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attract and retain highly skilled executives;
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link compensation to achievement of the Companys financial
and strategic goals by having a significant portion of
compensation be performance-based;
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create commonality of interest between management and
shareholders by tying substantial elements of compensation
directly to changes in shareholder value;
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maximize the financial efficiency of the overall program to the
Company from a tax, accounting, and cash flow perspective;
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ensure compliance with the highest standards of corporate
governance; and
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encourage executives to work hard for the success of the
business and work effectively with clients and colleagues for
the benefit of the business as a whole.
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We encourage a performance-based culture throughout the Company,
and at senior levels we have developed an approach to
compensation that aligns the performance and contribution of the
executive to the results of the Company. Fixed pay, such as
salary, is balanced by variable compensation, such as bonuses
and equity-based awards. All employees, including senior
executives, are set challenging goals and targets both at an
individual and team level, which they are expected to achieve,
taking into account the dynamics that occur within the market
and business environment. Equity awards are intended to
encourage prudent risk-sharing with shareholders and align
executive pay with the value created for shareholders.
Executive
Compensation Program
The Companys compensation program consists of the
following five elements which are common to the market for
executive talent and which are used by our competitors to
attract, reward and retain executives.
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base salary;
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annual cash bonuses;
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long-term incentive awards;
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other stock plans; and
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benefits and perquisites.
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We seek to consider together all elements that contribute to the
total compensation of NEOs rather than consider each element in
isolation. This process ensures that judgments made in respect
of any individual element of compensation are taken in the
context of the total compensation that an individual
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receives, particularly the balance between base salary, cash
bonus and stock programs. We actively seek market intelligence
on all aspects of compensation and benefits.
Market Intelligence.
We believe that
shareholders are best served when the compensation packages of
senior executives are competitive but fair. By fair we mean that
the executives will be able to understand that the compensation
package reflects their market value, their personal contribution
to the business and aligns their interests with the interests of
shareholders. We seek to create a total compensation opportunity
for NEOs with the potential to deliver actual total compensation
at the upper quartile of peer companies for high performance
relative to competitors and the Companys internal business
targets. However, total compensation may be below the upper
quartile depending on the individual executive and other facts
and circumstances as determined by the Compensation Committee.
The Company competes with companies based in Bermuda, the
U.S. and the U.K., and we seek to understand the
competitive practices in those different markets and the extent
to which they apply to our senior executives. We review external
market data to ensure that our compensation levels are
competitive. Our sources of information include:
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research of peer company annual reports on
Form 10-K
and similar filings for companies in our sector in the markets
in which we operate;
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publicly available compensation surveys from reputable survey
providers;
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advice and tailored research from our compensation
consultants; and
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experience from recruiting senior positions in the market place.
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To assist in making competitive comparisons, the Compensation
Committee retained Frederic W. Cook & Co.
(Cook) and Hewitt New Bridge Street LLP
(Hewitt New Bridge Street) (formerly known as New
Bridge Street Consultants LLP) as independent advisors to the
Compensation Committee and to provide information regarding the
compensation practices of our peer group (as defined below)
against which we compete. The consultants were appointed in 2006
by the Compensation Committee following a selection process led
by one of our independent directors. Cook is primarily used for
advice to the Compensation Committee in respect of
U.S. compensation practices and Hewitt New Bridge Street is
primarily used for advice in respect of U.K. compensation
practices. They work together in affiliation on our account.
They report to the Chair of the Compensation Committee and work
with management under the direction of the Chair. They have been
asked to provide overviews of our competitors compensation
programs taken from public filings and to comment on management
proposals on compensation awards for NEOs and recommendations on
proposals relating to the long-term incentive programs and the
funding of the employee bonus pool. We also participate in
publicly available surveys produced by Hewitt New Bridge Street,
Watson Wyatt and PricewaterhouseCoopers. These surveys are used
to provide additional data on salaries, bonus levels and
long-term incentive awards of other companies in our industry.
Together with data provided by the independent advisors drawn
from public filings of competitors, the survey data is used to
assess the competitiveness of the compensation packages provided
to our NEOs. We have also sought advice on specific ad hoc
technical benefit issues from PricewaterhouseCoopers who provide
services only to management in respect of advice on
international compensation, taxation and benefits issues.
In conjunction with Cook and Hewitt New Bridge Street, we have
identified peer groups which consist of the following:
U.S. & Bermuda
Allied World Assurance Company Holdings Limited
Arch Capital Group Ltd.
Axis Capital Holdings Ltd.
Endurance Specialty Holdings Ltd.
Everest Re Group, Ltd.
IPC Holdings, Ltd.
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Max Re Capital Ltd.
Montpelier Re Holdings Ltd.
PartnerRe Ltd.
Platinum Underwriters Holdings, Ltd.
RenaissanceRe Holdings Ltd.
Transatlantic Holdings, Inc.
U.K.
Amlin Plc
Beazley Group Plc
Brit Insurance Holdings Plc
Catlin Group Limited
Hiscox Ltd
Lancashire Insurance Group
The peer groups consist of companies in the U.S., Bermuda and
the U.K. that operate in our industry and can be seen as direct
competitors in some or most of our lines of business and operate
on a broadly similar scale in respect of market capitalization.
We also compete with the companies in the peer groups for talent
and, thus, review compensation data available from publicly
available sources when considering the competitiveness of the
compensation of our executives.
Cash
Compensation
Base Salary.
We pay base salaries to provide
executives with a predictable level of compensation over the
year to enable executives to meet their personal expenses and
undertake their roles. Salaries are reviewed annually. The
Compensation Committee reviews the compensation recommendations
made by management, including base salary, of the most senior
employees in the Company, excluding the CEO but including the
other NEOs. In the case of the CEO, the Chair of the
Compensation Committee develops any recommended changes to base
salary and is provided with information and advice by Cook and
Hewitt New Bridge Street.
When reviewing base salaries, we consider a range of factors
including:
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the performance of the business;
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the performance of the executives in their roles against their
stated objectives over the previous year;
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the historical context of the executives compensation
awards;
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the responsibilities of the role;
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the experience brought to the role by the executive;
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the function undertaken by the role; and
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analysis of the market data from competitors and more general
market data from labor markets in which we operate.
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Executive officers typically have employment agreements with the
Company that specify their initial base salary. This base salary
cannot be reduced unilaterally by the employer without breaching
the contract. Generally, base salaries are subject to review on
an annual basis, with any changes effective as of April 1 of the
relevant year. Even though we conduct an annual review of base
salaries, we are not legally obligated to increase salaries;
however, we are not contractually able to decrease salaries
either. We are generally mindful of our overall goal to pay base
salaries for experienced executives at around the median
percentiles of the peer groups and the market for similar roles.
We do not apply this principle mechanistically, but take into
account the factors outlined above and the total compensation
opportunity for each individual. We ideally use the median since
we wish to remain competitive against peers (though we also take
into account levels of experience, contributions and other
factors as described
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above), but aim, where possible, for compensation that is above
the median to be delivered by variable pay (such as long-term
incentives and bonuses) and linked to performance to achieve
overall upper quartile compensation if the required levels of
performance are delivered.
Our annual salary review process is not meant to be a cost
of living increase and takes into account the performance
of the individual and the performance of the individuals
team, the individuals contribution to the Company, market
competitiveness and internal equity.
For purposes of this discussion, compensation paid in British
Pounds has been translated into U.S. Dollars at the
exchange rate of $1.8524 to £1, i.e., the average exchange
rate for 2008.
For 2008, the base salary for Chris OKane, our CEO, was
increased from £416,000 ($770,598) per annum to
£450,000 ($833,580), effective April 1, 2008, an
increase of 8.2%. The Compensation Committee took into account
Mr. OKanes contribution to the Companys
performance against plan for 2007, which included above-plan
financial performance. They also took into account that his base
salary was between the lower quartile and the median against
market data for the U.S./Bermuda peer group and below the lower
quartile for the U.K. peer group. Mr. OKanes
base salary is benchmarked against both the U.S./Bermuda and the
U.K. peer groups in light of his position as a CEO of a
U.S. listed company. The Compensation Committee agreed that
given Mr. OKanes level of responsibility and
experience, it would be reasonable to increase his base salary
bringing him closer to the median of U.S./Bermuda data although
still at the lower quartile against the U.K. data.
For 2008, the base salary for Richard Houghton, our CFO, was
increased from £320,000 ($592,768) per annum to
£330,000 ($611,292) effective April 1, 2008, an
increase of 3.1% and was further increased to £350,000
($648,340), an increase of 9.4% in May 2008, reflecting the
increase to Mr. Houghtons responsibilities following
the resignation of Stuart Sinclair (former Chief Operating
Officer (COO)), whereby Mr. Houghton assumed
responsibility for the Claims, Facilities, Human Resources and
IT functions alongside his existing role. This increase was
evaluated against compensation levels for pure Chief
Financial Officer roles using market data for both the U.K. and
the U.S./Bermuda peer groups, with Mr. Houghtons base
salary benchmarked at the upper quartile of the U.S/Bermuda data
and between the median and upper quartile of the U.K. data. The
Compensation Committee took into account
Mr. Houghtons overall responsibility for Group
Finance functions including, Treasury and Investment Strategy,
as well as the Claims, Facilities, Human Resources and IT
functions, which expanded his role from that of a pure CFO, and
going forward we will benchmark Mr. Houghtons salary
based on both the role of CFO and COO. On this basis, we believe
that his base pay in the upper quartile against pure
Chief Financial Officer roles accurately reflects the remit for
his expanded role within Aspen.
For 2008, the base salary for Julian Cusack, our COO and
Chairman and CEO of Aspen Bermuda, was increased effective
April 1, 2008 from $312,000 per annum to $440,000 per
annum, an increase of 41.0%. Mr. Cusacks base salary
had previously been established based on a newly configured
role, which we anticipated would develop over time. In practice,
Mr. Cusack made a significant contribution to key areas of
the business which included his continuing Chairmanship of the
Reserving Committee, his evaluation and assessment of several
business opportunities as well as providing leadership to the
Bermuda business. On this basis, the Compensation Committee
approved an increase bringing Mr. Cusacks salary
above the median for a Bermuda-based Division CEO, but
representative of his skills, experience, knowledge and
contribution to the Company as a whole.
Mr. Cusacks base salary was further increased in May
2008 to £350,000 ($648,340), following the resignation of
Stuart Sinclair, whereby Mr. Cusack assumed responsibility
for the Actuarial, Legal and Risk Management functions alongside
his existing role. In this role, Mr. Cusack will continue
to be based in Bermuda, but will be required to spend at least
six months of his time in the U.K. This increase was evaluated
against COO compensation levels using market data for both the
U.K. and U.S./Bermuda peer groups, where Mr. Cusacks
base salary is around the median of the U.K. data, and above the
upper quartile for U.S./Bermuda peers. When approving this
increase for Mr. Cusack the Compensation Committee also
took into consideration the impact of the requirement of his new
role that he spends at least six months of the year in London.
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For 2008, the base salary for Brian Boornazian, President, Aspen
Re and President, Aspen Re America, was increased from $440,000
per annum to $470,000 per annum, effective April 1, 2008,
an increase of 6.8%. The Compensation Committee took into
account his contribution as head of reinsurance in delivering
results in excess of the business plan in 2007 and contributing
significantly to the Companys profits referred to above.
Notwithstanding the increase, his base salary falls between the
lower quartile and median for his position against the
U.S./Bermuda peer group. The Compensation Committee viewed this
increase as appropriate taking into account
Mr. Boornazians total compensation, internal equity
considerations and prior year awards.
For 2008, the base salary for James Few, Managing Director,
Aspen Re, was increased from $440,000 per annum to $450,000, per
annum effective April 1, 2008, an increase of 2.3%. Under
Mr. Fews leadership, the property reinsurance team
outperformed against its business plan and made a major
contribution to the Companys profitability in 2007.
Notwithstanding the increase, his base salary falls at the lower
quartile for his position against the U.S./Bermuda peer group.
The Compensation Committee viewed this increase as appropriate
taking into account Mr. Fews total compensation and
internal equity considerations.
Annual Cash Bonuses.
The Company operates a
discretionary bonus plan. Annual cash bonuses are intended to
reward executives for our consolidated annual performance and
for individual achievements and contributions to the success of
the business over the previous fiscal year. The Compensation
Committee approves the bonus pool, following recommendations
from management and with information and advice from its
independent advisors. The Compensation Committee has determined
that the bonus pool available to employees should normally be
based on a percentage of the Companys net income. We
believe that the use of Return on Equity (ROE) and
net income is an appropriate method for determining the size of
the bonus pool since it is directly linked to the profitability
of the business and aligned with shareholders interests.
In 2009, in light of the financial crisis and the various
factors that could impact performance, the Compensation
Committee will evaluate and assess whether other equitable
methods for determining appropriate levels of bonus funding
would be more appropriate. In certain circumstances when ROE is
below or above expected levels, the Compensation Committee may
exercise its discretion in approving a bonus pool taking into
consideration various factors, including retention, overall
corporate performance relative to peers, and individual and team
performance.
For 2007 a target funding percentage of 5% of net income was
used. For 2008, this was increased to a range of 6% to 7% of net
income for expected levels of ROE performance. However, for
2008, based on the Companys achievement of a positive ROE
in a particularly difficult and tumultuous year, the
Compensation Committee exercised its discretion and determined
that it would be appropriate to allocate a bonus pool of
$9,000,000 to compensate employees who met or exceeded
individual or team objectives in such year. Given the reduction
of net income in 2008 compared to 2007, the size of the bonus
pool approved in 2008 was 38% of the size of the bonus pool in
2007. In 2007, the Compensation Committee approved a bonus pool
of $23.7 million, representing 119% of all bonus potentials.
The Compensation Committee reviews managements approach to
distributing the bonus pool and specifically approves the
bonuses for the senior executives including the NEOs. We
benchmark our bonus payouts with our competitive peer groups
(listed earlier) and other market data from the surveys referred
to earlier, to establish our position in the market. We use this
information to assist us in developing a methodology for
establishing the size of the bonus pool required for the Company
as a whole and to establish individual bonus potentials for all
employees, including the CEO and the other NEOs. Our NEOs have
bonus potentials in the range of 60% to 150% of base salary. The
bonus potentials are indicative and do not set a minimum or a
maximum limit. For example, in a loss-making year, employees may
not get any bonuses. Conversely, in profitable years, employees
may receive bonuses in excess of their bonus potentials. The
bonus potentials for NEOs are based on carefully considered
business plans and objectives.
Once the bonus pool is established, underwriting and functional
teams are allocated portions of the bonus pool based on their
team performance. Individuals, including the NEOs, are allocated
bonuses
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based on their individual contribution to the business.
Accomplishment of set objectives established at the
individuals annual performance review, such as financial
goals, enhanced efficiencies, development of talent in their
organizations and expense reductions, and any other material
achievements are taken into account when assessing an
individuals contribution. In the case of the CEO, the
Chairman assesses his performance against the Companys
business plan and other objectives established by the Board and
makes compensation recommendations to the Compensation
Committee. The Compensation Committee determines the CEOs
bonus without recommendation from management.
The specific bonus decisions for the NEOs are described below.
Chris OKane, our CEO, has a bonus potential of 150% of
base salary, which for 2008 equated to £675,000
($1,250,370). He was not awarded a bonus for 2008 based on the
Companys overall performance and the achievement of an ROE
significantly below plan.
Richard Houghton, our CFO, has a bonus potential of 100% of base
salary, which for 2008 equated to £350,000 ($648,340). He
was not awarded a bonus for 2008 based on the Companys
overall performance and the achievement of an ROE significantly
below plan.
Julian Cusack, our COO, has a bonus potential of 100% of base
salary, which for 2008 equated to £350,000 ($648,340). He
was not awarded a bonus for 2008 based on the Companys
overall performance and the achievement of an ROE significantly
below plan.
Brian Boornazian, President, Aspen Re and President Aspen Re
America, has a bonus potential of 135% of his base salary, which
equates to $634,500. He was awarded $245,000 or 38.6% of his
potential for 2008. This reflected the positive contribution of
the property and casualty reinsurance segments to the
Companys results, taking into account losses from
Hurricane Ike, the third costliest hurricane in history, and the
impact of the global financial crisis.
James Few, Managing Director, Aspen Re, has a bonus potential of
115% of his base salary, which equates to $517,500. He was
awarded a bonus of $205,000 or 39.6% of his potential for 2008.
This reflected the positive contribution from property
reinsurance, which had a profitable combined ratio of 91.1% for
the year despite losses of $128.3 million (net of
reinstatement premiums) associated from Hurricanes Ike and
Gustav.
Equity
Compensation
We believe that a substantial portion of each NEOs
compensation should be in the form of equity awards and that
such awards serve to align the interests of NEOs and our
shareholders. The opportunities for executives to build wealth
through stock ownership both attract talent to the organization
and also contribute to retaining that talent. Vesting schedules
require executives to stay with the organization for defined
periods before they are eligible to exercise options or receive
shares. This multi-year requirement also provides a measure to
ensure that excessive risks are not taken, by linking incentive
compensation to share prices which would be negatively impacted.
Performance conditions are used to ensure that the share awards
are linked to the performance of the business.
Long-Term Incentive Awards.
The Company
operates a long term incentive program (LTIP) for
key employees under which annual grants are made. We have
traditionally used a combination of both performance shares and
options for LTIP grants. However, for 2008, the Compensation
Committee approved awards issued solely in performance shares.
This change reflected market practice whereby companies were
moving away from granting options to granting share-based awards
due to changes in accounting treatment in recent years and also
to conserve the rate at which shares available under plans are
used. We also believe that performance shares provide stronger
retention for executives across the cycle and provide strong
incentives for executives to meet the performance conditions
required for vesting. We believe that shares should remain
subject to performance criteria to ensure that executives do not
receive share awards if the business does not achieve
pre-determined levels of performance. The performance criteria
are based on a carefully considered business plan.
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In 2008, the Compensation Committee reviewed and approved
changes to the way in which employees were considered eligible
for an LTIP grant. With effect from 2008, in addition to
seniority and performance which had been the key drivers for
eligibility in the past, employees will also be considered based
on their longer-term potential. Eligible employees are allocated
to one of five categories and target award levels have been
established for each category.
The number of performance shares and options available for grant
each year are determined by the Compensation Committee. The
Compensation Committee takes into account the number of
available shares remaining under the 2003 Share Incentive
Plan, the number of employees who will be participating in the
plan, market data from competitors in respect of the percentage
and grant value of outstanding shares made available for annual
grants to employees and the need to retain and motivate key
employees. In 2008, 587,095 performance shares were granted to
126 employees (including the CEO).
In the case of the 2008 performance shares, the awards are
subject to a three-year total vesting period and have a separate
annual ROE test for each year. Each year, one-third of the grant
will be available for vesting based on the following:
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if the ROE achieved in any given year is less than 10%, then the
portion of the performance shares subject to the conditions of
that year will be forfeited;
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if the ROE achieved in any given year is between 10% and 15%,
then the percentage of the performance shares eligible for
vesting in that year will be between 10%-100% on a straight-line
basis; and
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if the ROE achieved in any given year is between 15% and 25%,
then the percentage of the performance shares eligible for
vesting in that year will be between 100%-200% on a
straight-line basis; provided, however, that if the ROE for such
year is greater than 15% and the average ROE for such year and
the previous year is less than 10%, then only 100% of the shares
eligible for vesting in such year shall vest.
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Awards deemed to be eligible for vesting (i.e., with achievement
of 10% ROE or more) will be banked and all shares
that ultimately vest will be issued following the completion of
the total three-year vesting period and approval of the 2010
ROE. The performance share awards are designed to reward
executives based on the Companys performance by ensuring
that a minimum 10% ROE threshold is established before shares
can be banked. On the other hand, if we achieve an ROE above
15%, executives are rewarded and will bank additional shares.
This approach aligns executives with the interests of
shareholders and encourages management to focus on delivering
strong results. A cap of 25% ROE is seen as a responsible
maximum, given that returns above this level may encourage a
level of risk-taking beyond the parameters of our business model.
With respect to the one-third of the 2008 performance share
grant subject to the 2008 ROE test, 0% are eligible for vesting
based on our 2008 ROE of 3.3% and as such 195,698 shares
will be forfeited. In addition, with respect to the one-fourth
of the 2007 performance share grant subject to the 2008 ROE
test, 0% are eligible for vesting based on our 2008 ROE of 3.3%
and as such 109,801 shares will be forfeited.
The 2008 grants for the NEOs under the LTIP were as follows:
Chris OKane, our CEO, was awarded 57,416 performance
shares with a fair value of $1,405,257. The Compensation
Committee took into account that this level of award was below
the lower quartile of the U.S./Bermuda peer group proxy data
awards to Chief Executive Officers, but above the upper quartile
of the U.K. peer group, and was therefore reasonable and
competitive on average. It was also considered critical to the
long-term success of the Companys business to motivate and
retain Mr. OKanes services.
Richard Houghton, our CFO, was awarded 26,794 performance shares
with a fair value of $655,783. Mr. Houghtons award
was benchmarked below the median of the U.S./Bermuda peer group
proxy data and between median and upper quartile when compared
to U.K. peer group data for Chief Financial
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Officers. This award is reflective of Mr. Houghtons
level of seniority in the Company and, given that he joined
Aspen in 2007 and has received relatively modest awards to date,
the importance of retaining him.
Julian Cusack, our COO and Chairman and CEO of Aspen Bermuda,
was awarded 26,794 performance shares with a fair value of
$655,783. The award was designed to retain Mr. Cusack in
his new role of COO. Mr. Cusacks award was
benchmarked against the positions of COO, and Division CEO
(his Bermuda role) both of which reflect the award being between
the lower quartile and the median. The Compensation Committee
viewed this level of award as appropriate taking into account
Mr. Cusacks prior equity awards and his total
compensation.
Brian Boornazian, our President, Aspen Re, was awarded 28,708
performance shares with a fair value of $702,628. This award
reflected Mr. Boornazians strong contribution to the
profitability of the Company in 2007 and his continued value to
the business of the Company in the long-term.
Mr. Boornazians award was between the lower quartile
and median in comparison to U.S./Bermuda peer group proxy data.
This level of award was appropriate taking into account
Mr. Boornazians prior equity awards.
James Few, our Managing Director, Aspen Re, was awarded 22,966
performance shares with a fair value of $562,093. This award
reflected Mr. Fews leadership of the property
reinsurance team globally which exceeded its business plan
targets in 2007. Mr. Fews award is below the lower
quartile in comparison to U.S./Bermuda peer group proxy data.
However, when taken into context with prior year awards, an
award of this level was considered appropriate.
While the bulk of our performance share awards to NEOs have
historically been made pursuant to our annual grant program, the
Compensation Committee retains the discretion to make additional
awards at other times, in connection with the initial hiring of
a new officer, for retention purposes or otherwise. We refer to
such grants as ad hoc awards. No ad hoc
grants were made to NEOs in 2008.
Other Stock Grants.
The Company awards
time-vesting restricted share units (RSUs)
selectively to employees under certain circumstances. RSUs vest
solely based on continued service and are not subject to
performance conditions. Typically, RSUs are used to compensate
newly hired executives for loss of stock value from awards that
were forfeited when they left their previous company. The RSUs
granted vest in one-third tranches over three years. No RSU
awards were made to NEOs in 2008.
Employee Stock Purchase Plans.
Plans were
established following shareholder approval for an Employee Share
Purchase Plan, a U.K. Sharesave Plan and an International Plan.
Alongside employees, NEOs are eligible to participate in the
appropriate plan in operation in their country of residence.
Participation in the plans is entirely optional. In respect of
the U.K. Sharesave Plan, employees can save up to £250 per
month over a three-year period, at the end of which they will be
eligible to purchase Company shares at the option price of
£11.73 ($18.90) (the price was determined based on the
average of the highest and lowest stock price on
November 4, 2008). In respect of the Employee Share
Purchase Plan, employees can save up to $500 per month over a
two-year period, at the end of which they will be eligible to
purchase Company shares at the option price of $16.08 (the price
was determined on based on the average of the highest and lowest
stock price on December 4, 2008).
Stock Trading Guidelines.
Although the Company
does not have formal share ownership guidelines, the
Compensation Committee approved the introduction of more
stringent stock trading guidelines for senior executives in
2008. These guidelines are intended to work in conjunction with
our established Policy on Insider Trading and Misuse of
Inside Information, which among other things, prohibits
buying or selling puts or call, pledging of shares, short sales
and trading of Company shares on a short term basis. These stock
trading guidelines also are designed to encourage share
ownership in the Company. The stock trading guidelines apply to
all members of the Group Executive Committee and adhere to the
following key principles:
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All Company shares owned by Group Executive Committee members
will be held in own name or joint with spouse;
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All Company shares owned by Group Executive Committee members
should be held in a Merrill Lynch brokerage account or other
Company approved account;
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Executive directors should inform the CEO and the Chairman if
they plan to trade Aspen shares, and should provide detailed
reasons for sale upon request;
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Other Group Executive Committee members should obtain permission
to trade from the CEO and provide detailed reasons for sale upon
request;
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The Compensation Committee will be informed on a quarterly basis
of all trading of stock by all Aspen employees;
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It is recommended that sales by Group Executive Committee
members be undertaken using SEC
Rule 10b5-1
trading programs, where possible with the additional cost of
administration connected with such trades to be paid by the
Company;
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It is prohibited for Company shares to be used as collateral for
loans or for Company stock to be purchased on margin or pledged
in a margin account; and
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The CEO should inform the Chairman of any decision by him to
sell stock.
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In reviewing any request to trade, the CEO, and the Chairman in
the case of executive directors, will take into consideration;
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the amount of stock that an executive holds, the duration of the
period over which that stock has been held and the amount of
stock being requested to be sold;
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the nature of the role held by the executive;
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any reasons related to hardship, retirement planning, divorce
etc. that would make a sale of stock required;
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the history of trading by the executive;
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the remaining stock holdings left after the sale; and
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the market conditions and other factors which relate to the
Companys trading situation at the proposed time of sale.
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Benefits
and Perquisites
Perquisites.
Our Bermudian-based NEOs receive
various perquisites provided by or paid by the Company. James
Few, Managing Director, Aspen Re, and Julian Cusack, our COO and
Chairman and CEO of Bermuda, operate outside of their home
country and are based in Bermuda. They are provided with the
perquisites outlined below, which are consistent with
competitive practices in the Bermuda market and have been
necessary for recruitment and retention purposes.
Housing Allowance.
Non-Bermudians are
restricted by law from owning certain property in Bermuda. This
has led to a housing market that is largely based on renting to
expatriates who work on the island. Housing allowances are a
near universal practice for expatriates and also, increasingly,
for local Bermudians in key positions. We base our housing
allowances on market information available through local
benefits surveys and from information available from the housing
market. The allowance is based on the level of the position
compared with market data.
Club Membership.
This benefit is common
practice in the Bermudian market place and enables the
expatriate to settle into the community. We also offer this
benefit to some of our other executive officers based in
non-Bermuda locations in order to enable our NEOs to establish
social networks with clients and executives in our industry in
furtherance of our business.
Home Leave.
This benefit is common practice
for expatriates who are working outside of their home country.
We believe that this helps the expatriate and
his/her
family keep in touch with the home
147
country in respect of both business and social networks. Such a
benefit is provided by other companies within our peer group, is
necessary for both recruitment and retention purposes and is
important for the success of the overseas assignment.
Change in
Control and Severance Benefits
In General.
We provide the opportunity for
certain of our NEOs to be protected under the severance and
change in control provisions contained in their employment
agreements. We provide this opportunity to attract and retain an
appropriate caliber of talent for the position. Our severance
and change in control provisions for the NEOs are summarized in
Employment-Related Agreements and
Potential Payments upon Termination or Change
in Control.
148
EXECUTIVE
COMPENSATION
The following Summary Compensation Table sets forth, for the
years ended December 31, 2008, 2007 and 2006 the
compensation for services in all capacities earned by the
Companys Chief Executive Officer, Chief Financial Officer
and its next three most highly compensated executive officers.
These individuals are referred to as the named executive
officers.
Summary
Compensation Table (1)
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Change in
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Pension Value
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and
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Nonqualified
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Stock
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Option
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Deferred
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All Other
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Compensation
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Name and Principal Position
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Year
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($)(2)
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($)(3)
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($)(4)
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($)(5)
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Earnings ($)
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($)
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Total ($)
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Christopher OKane,
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2008
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$
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817,835
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$
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35,373
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$
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578,552
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$
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147,210
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$
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1,578,970
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Chief Executive Officer (6)
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2007
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$
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824,746
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$
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1,501,358
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$
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605,128
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$
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815,181
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$
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148,454
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$
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3,894,867
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2006
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$
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724,053
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$
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1,106,100
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$
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53,854
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$
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1,137,658
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$
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115,739
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$
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3,137,404
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Richard Houghton,
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2008
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$
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631,359
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$
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69,343
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$
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24,875
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$
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88,390
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$
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813,967
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Chief Financial Officer (7)
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2007
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$
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429,518
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$
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500,453
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$
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141,243
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$
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24,875
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$
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60,132
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$
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1,156,221
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Julian Cusack,
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2008
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$
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534,569
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$
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23,805
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$
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239,485
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$
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460,235
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$
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1,258,094
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Chief Operating Officer (8)
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2007
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$
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376,331
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$
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625,000
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$
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170,824
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$
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337,404
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$
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233,517
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$
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1,743,076
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2006
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$
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444,801
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$
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450,000
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$
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34,442
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$
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473,204
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$
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295,045
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$
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1,697,492
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Brian Boornazian,
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2008
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$
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462,500
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$
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245,000
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$
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20,916
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$
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193,651
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$
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31,916
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$
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953,983
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President, Aspen Re (9)
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2007
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$
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436,250
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$
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800,000
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$
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362,680
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$
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224,346
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$
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24,854
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$
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1,848,130
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2006
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$
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404,544
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$
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725,000
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$
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57,283
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$
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146,127
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$
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14,110
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$
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1,347,064
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James Few,
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2008
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$
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446,667
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$
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205,000
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$
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31,212
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$
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233,233
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$
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281,523
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$
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1,197,635
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Managing Director,
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2007
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$
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434,999
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$
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725,000
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$
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348,176
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$
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288,999
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$
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275,191
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$
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2,072,365
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Aspen Re (10)
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2006
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$
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417,500
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$
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675,000
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$
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52,977
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$
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314,007
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$
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268,078
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$
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1,727,562
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(1)
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Unless otherwise indicated,
compensation payments paid in British Pounds have been
translated into U.S. Dollars at the average exchange rate
of $1.8524 to £1, $2.0018 to £1 and $1.8435 to £1
for 2008, 2007 and 2006, respectively.
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(2)
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The salaries provided represent
earned salaries.
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(3)
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For a description of our bonus
plan, see Compensation Discussion and Analysis
Cash Compensation Annual Cash Bonuses above.
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(4)
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Consists of performance share
awards and/or restricted share units, as applicable. Valuation
is based on the FAS 123(R) cost of all outstanding awards
as recognized in Note 16 of our financial statements,
without regard to forfeiture assumptions.
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(5)
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Consists of stock options.
Valuation is based on the FAS 123(R) cost of all
outstanding options as recognized in Note 16 of our
financial statements, without regard to forfeiture assumptions.
For a description of the forfeitures during the year, see
Outstanding Equity Awards at Fiscal Year-End below.
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(6)
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Mr. OKanes
compensation was paid in British Pounds. With respect to
All Other Compensation, this consists of the
Companys contribution to the pension plan of $147,210,
$148,454 and $115,739 in 2008, 2007 and 2006, respectively.
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(7)
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Mr. Houghtons
compensation was paid in British Pounds. For 2007, the salary
reflects Mr. Houghtons pro rated salary from his
commencement date on April 30, 2007 and the bonus amount in
2007 includes a minimum guaranteed bonus of £200,000. With
respect to All Other Compensation this consists of
the Companys contribution to the pension plan of $88,390
and $60,132 in 2008 and 2007, respectively.
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(8)
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For 2008, Mr. Cusack was paid
in U.S. Dollars until May 2008. Starting in May 2008, per his
new employment agreement, he was paid in British Pounds except
for £70,000 which were paid in U.S. Dollars and converted
at the applicable exchange rate at the time of payment. For
purposes of this table, we have used the average exchange rate
from May 1, 2008 to December 31, 2008 of
$1.7896:£1 in respect of his salary paid in British Pounds.
For 2007 and 2006, Mr. Cusacks compensation was paid
in U.S. Dollars, except for £12,500 and £30,000,
respectively. With respect to All Other
Compensation, this includes (i) a housing allowance
in Bermuda of $180,000, $165,000 and $180,000 for 2008, 2007
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149
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and 2006, respectively,
(ii) home leave travel expenses for Mr. Cusack and his
family of $28,400, $9,321 and $8,880, for 2008, 2007 and 2006,
respectively, (iii) a payroll tax contribution in an amount
of $11,163, $16,602 and $11,049, for 2008, 2007 and 2006,
respectively, (iv) club membership fees of $7,000, $3,150
and $3,000 for 2008, 2007 and 2006, respectively, (v) the
Companys contribution to the pension plan of $111,946,
$39,444 and $92,116 for 2008, 2007 and 2006, respectively,
(vi) a tax
gross-up
payment in respect of Mr. Cusacks housing allowance
of $114,193 for 2008 and (vii) a tax reimbursement
gross-up
of
$7,534 for 2008.
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(9)
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Mr. Boornazians
compensation was paid in U.S. Dollars. With respect to All
Other Compensation, this consists of (i) the
Companys contribution to the 401(K) plan (consisting of
profit sharing and matching contributions) of $20,700, $20,000
and $8,800 for 2008, 2007 and 2006, respectively,
(ii) additional premium paid of $4,856, $4,854 and $5,310
for 2008, 2007 and 2006, respectively for additional life
insurance and disability benefits and (iii) club membership
fees of $6,360 for 2008.
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(10)
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Mr. Fews compensation
was paid in U.S. Dollars. With respect to All Other
Compensation, this includes (i) a housing allowance
in Bermuda of $180,000 for each of 2008, 2007 and 2006,
(ii) home leave travel expenses for Mr. Fews
family of $31,403, $27,923 and $23,942 for 2008, 2007 and 2006,
respectively, (iii) a payroll tax contribution in an amount
of $11,163, $16,602 and $11,049, for 2008, 2007 and 2006,
respectively, (iv) club membership fees of $5,121, $8,776
and $4,500, for 2008, 2007 and 2006, respectively, and
(v) the Companys contribution to the pension plan of
$53,837, $41,890 and $48,587, for 2008, 2007 and 2006,
respectively.
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Grants of
Plan-Based Awards
The following table sets forth information concerning grants of
options to purchase ordinary shares and other awards granted
during the twelve months ended December 31, 2008 to the
named executive officers:
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Grant Date
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Closing Price
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Fair Value
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Estimated Future Payout Under Equity Incentive Plan Awards
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on Date
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of Stock
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Grant
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Approval
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Threshold
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Target
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Maximum
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of Grant
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Awards
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Name
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Date(1)
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Date(1)
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(#)(2)
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(#)(2)
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(#)(3)
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($)
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(#)(4)
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Christopher OKane
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05/02/2008
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04/29/2008
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0
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57,416
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76,554
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$
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26.14
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$
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1,405,257
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Richard Houghton
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05/02/2008
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04/29/2008
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0
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26,794
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35,726
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$
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26.14
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$
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655,783
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Julian Cusack
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05/02/2008
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04/29/2008
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0
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26,794
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35,726
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$
|
26.14
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$
|
655,783
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Brian Boornazian
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05/02/2008
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04/29/2008
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0
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28,708
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38,278
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$
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26.14
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$
|
702,628
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James Few
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05/02/2008
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04/29/2008
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0
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22,966
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30,622
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$
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26.14
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$
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562,093
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(1)
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In 2007, we adopted a policy
whereby the Compensation Committee approves annual grants at a
regularly scheduled meeting. However, if such a meeting takes
place while the Company is in a close period (i.e., prior to the
release of our quarterly or yearly earnings), the grant date
will be the day on which our close period ends. The approval
date of April 29, 2008 was during our close period, and
therefore the grant date was May 2, 2008, the day our close
period ended.
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In respect of ad hoc grants of
RSUs (if not in a close period), in particular with respect to
new hires, the grant date is the later of (i) the date on
which the Compensation Committee approves the grant or
(ii) the date on which the employee commences employment
with the Company.
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(2)
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Under the terms of the 2008
performance share awards, one-third of the grant is eligible for
vesting each year. In any given year, if the ROE is less than
10%, then the portion of the grant for such year will not vest
and is forfeited. If the ROE is between 10% and 15%, the
percentage of the performance shares eligible for vesting in
that year will be between 10% and 100% on a straight-line basis.
If the ROE is between 15% and 25%, then the percentage of the
performance shares eligible for vesting in that year will be
between 100% and 200% on a straight-line basis. If in any given
year, the shares eligible for vesting are greater than 100% for
the portion of such years grant (i.e., the ROE was greater
than 15% in such year) and the average ROE over such year and
the preceding year is less than 10%, then only 100% of the
shares that are eligible for vesting in such year shall vest.
The amounts provided represent 100% of the
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150
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performance shares vested at an
ROE of 15% each year. For a more detailed description of our
performance share awards granted in 2008, refer to
Narrative Description of Summary Compensation and Grants
of Plan-Based Awards Share Incentive
Plan 2008 Performance Share Awards below.
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(3)
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Amounts provided represent no
vesting in respect of one-third of the initial grant as our ROE
for 2008 was less than 10% and assumes a vesting of 200% for the
remaining two-thirds of the grant.
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(4)
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Valuation is based on the dollar
amount of performance share awards recognized for financial
statement purposes pursuant to FAS 123(R), which is $24.48
for the performance shares granted on May 2, 2008. Refer to
Note 16 of our financial statements with respect to our
performance share awards.
|
Narrative
Description of Summary Compensation and Grants of Plan-Based
Awards
Share
Incentive Plan
We have adopted the Aspen Insurance Holdings Limited
2003 Share Incentive Plan, as amended (the
2003 Share Incentive Plan) to aid us in
recruiting and retaining key employees and directors and to
motivate such employees and directors. The 2003 Share
Incentive Plan was amended at our annual general meeting in 2005
to increase the number of shares that can be issued under the
plan. The total number of ordinary shares that may be issued
under the 2003 Share Incentive Plan is 9,476,553. On
February 5, 2008, the Compensation Committee of the Board
approved an amendment to the 2003 Share Incentive Plan
providing delegated authority to subcommittees or individuals to
grant restricted share units to individuals who are not
insiders subject to Section 16(b) of the
Exchange Act or are not expected to be covered
persons within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended.
The 2003 Share Incentive Plan provides for the grant to
selected employees and non-employee directors of share options,
share appreciation rights, restricted shares and other
share-based awards. The shares subject to initial grant of
options (the initial grant options) represented an
aggregate of 5.75% of our ordinary shares on a fully diluted
basis (3,884,030 shares), assuming the exercise of all
outstanding options issued to Wellington and the Names
Trustee. In addition, an aggregate of 2.5% of our ordinary
shares on a fully diluted basis (1,840,540 shares), were
reserved for additional grant or issuance of share options,
share appreciation rights, restricted shares
and/or
other
share-based awards as and when determined in the sole discretion
of our Board of Directors or the Compensation Committee. No
award may be granted under the 2003 Share Incentive Plan
after the tenth anniversary of its effective date. The
2003 Share Incentive Plan provides for equitable adjustment
of affected terms of the plan and outstanding awards in the
event of any change in the outstanding ordinary shares by reason
of any share dividend or split, reorganization,
recapitalization, merger, consolidation, spin-off, combination
or transaction or exchange of shares or other corporate
exchange, or any distribution to shareholders of shares other
than regular cash dividends or any similar transaction. In the
event of a change in control (as defined in the 2003 Share
Incentive Plan), our Board of Directors or the Compensation
Committee may accelerate, vest or cause the restrictions to
lapse with respect to, all or any portion of an award (except
that shares subject to the initial grant options shall vest); or
cancel awards for fair value; or provide for the issuance of
substitute awards that substantially preserve the terms of any
affected awards; or provide that for a period of at least
15 days prior to the change in control share options will
be exercisable and that upon the occurrence of the change in
control, such options shall terminate and be of no further force
and effect.
Initial Options.
The initial grant options
have a term of ten years and an exercise price of $16.20 per
share, which price was calculated based on 109% of the
calculated fair market value of our ordinary shares as of
May 29, 2003 and was determined by an independent
consultant. Sixty-five percent (65%) of the initial grant
options are subject to time-based vesting with 20% vesting upon
grant and 20% vesting on each December 31 of calendar years
2003, 2004, 2005 and 2006. The remaining 35% of the initial
grant options are subject to performance-based vesting
determined by achievement of ROE targets, and subject to
achieving a threshold combined ratio target, in each case, over
the applicable one or two-year performance period. Initial grant
options that do not vest based on the applicable performance
targets
151
may vest in later years to the extent performance in such years
exceeds 100% of the applicable targets, and in any event, any
unvested and outstanding performance-based initial grant options
will become vested on December 31, 2009. Upon termination
of a participants employment, any unvested options shall
be forfeited, except that if the termination is due to death or
disability (as defined in the option agreement), the time-based
portion of the initial grant options shall vest to the extent
such option would have otherwise become vested within
12 months immediately succeeding such termination due to
death or disability. Upon termination of employment, vested
initial grant options will be exercisable, subject to expiration
of the options, until (i) the first anniversary of
termination due to death or disability or, for nine members of
senior management, without cause or for good reason (as those
terms are defined in the option agreement), (ii) six months
following termination without cause or for good reason for all
other participants, (iii) three months following
termination by the participant for any reason other than those
stated in (i) or (ii) above or (iv) the date of
termination for cause. As provided in the 2003 Share
Incentive Plan, in the event of a change in control unvested and
outstanding initial grant options shall immediately become fully
vested. As at December 31, 2008, 85.73% of the initial
options have vested. The remaining outstanding amount of the
initial options will vest on December 31, 2009.
The initial grant options may be exercised by payment in cash or
its equivalent, in ordinary shares, in a combination of cash and
ordinary shares, or by broker-assisted cashless exercise. The
initial grant options are not transferable by a participant
during his or her lifetime other than to family members, family
trusts, and family partnerships.
2004 Options.
In 2004, we granted a total of
500,113 nonqualified stock options to various employees of the
Company. Each nonqualified stock option represents the right and
option to purchase, on the terms and conditions set forth in the
agreement evidencing the grant, ordinary shares of the Company,
par value 0.15144558 cent per share. The exercise price of the
shares subject to the option is $24.44 per share, which as
determined by the 2003 Share Incentive Plan is based on the
arithmetic mean of the high and low prices of the ordinary
shares on the grant date as reported by the NYSE. Of the total
grant of 2004 options, 51.48% have vested. The remaining amounts
have been forfeited due to the performance targets not being met.
2005 Options.
On March 3, 2005, we
granted an aggregate of 512,172 nonqualified stock options. The
exercise price of the shares subject to the option is $25.88 per
share, which as determined by the 2003 Share Incentive Plan
is based on the arithmetic mean of the high and low prices of
the ordinary shares on the grant date as reported by the NYSE.
We also granted an additional 13,709 nonqualified stock options
during 2005; the exercise price of those shares varied from
$25.28 to $26.46. The ROE target was not met in 2005, and as a
result, all granted options have been forfeited.
2006 Options.
On February 16, 2006, we
granted an aggregate of 1,072,490 nonqualified stock options.
The exercise price of the shares subject to the option is $23.65
per share, which as determined by the 2003 Share Incentive
Plan is based on the arithmetic mean of the high and low prices
of the ordinary shares on February 17, 2006 as reported by
the NYSE. We granted an additional 142,158 options on
August 4, 2006, for an exercise price of $23.19. Of the
total grant, 92.2% have vested, with the remaining amounts
forfeited due to performance targets not being met.
One-third
(
1
/
3
)
of the shares underlying the options will become eligible for
vesting upon the later of (i) the date the Companys
outside auditors complete the audit of the Companys
financial statements containing the information necessary to
compute its ROE for the fiscal year ended December 31,
2006, or (ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof, but only if the
Company achieves its ROE target for the fiscal year ended
December 31, 2006 (the 2006 Option Award). If
the Company fails to reach the ROE target for the 2006 fiscal
year, but its actual ROE for such year is not less than 66.67%
of the target ROE, then a reduced number of options will become
eligible for vesting based on the percentage of target ROE
achieved, for example, with 10% vesting at 66.67%. However, no
options will become eligible for vesting for the 2006 Option
Award if the ROE for the 2006 fiscal year is less than
(i) 66.67% of the target ROE for such year or (ii) 10%
in
152
absolute terms. As the ROE target was achieved in 2006,
one-third of the options granted are eligible for vesting.
Two-thirds
(
2
/
3
)
of the options will become eligible for vesting upon the later
of (i) the date the Companys outside auditors
complete the audit of the Companys financial statements
containing the information necessary to compute its ROE for the
fiscal year ended December 31, 2008, or (ii) the date
such ROE is approved by the Board of Directors or an authorized
committee thereof, but only if the Companys actual average
annual ROE for the 2006, 2007 and 2008 fiscal years meets or
exceeds the average annual ROE target for such period (the
2006-2008
Option Award). If the Company fails to achieve the average
annual ROE target for the 2006, 2007 and 2008 fiscal years, but
its actual average ROE for such period is not less than 66.67%
of the average annual ROE target, then a reduced number of
options will become eligible for vesting based on the percentage
of the average annual ROE target achieved, for example, with 10%
being eligible for vesting at 66.67%. However, no options will
be eligible for vesting for the
2006-2008
Option Award if the actual average annual ROE for the 2006, 2007
and 2008 fiscal years is less than (i) 66.67% of the
average annual ROE target for such period or (ii) 10% in
absolute terms.
Options which are eligible for vesting, as described above, as
part of the 2006 Option Award and the
2006-2008
Option Award will vest and become exercisable upon the later of
(i) the date the Companys outside auditors complete
the audit of the Companys financial statements containing
the information necessary to compute its ROE for the fiscal year
ended December 31, 2008, or (ii) the date such 2008
ROE is approved by the Board of Directors or an authorized
committee thereof, subject to the optionees continued
employment (and lack of notice of resignation or termination)
until such date.
Once the options are exercisable, as described above, the
optionee may exercise all or any part of the vested portion of
their option at any time prior to the earliest to occur of
(i) the tenth anniversary of the date of grant,
(ii) the first anniversary of the optionees
termination of employment (x) due to death or disability
(as defined in the option agreement), (y) by the Company
without cause (as defined in the option agreement), or
(z) by the optionee with good reason (as defined in the
option agreement), (iii) three months following the date of
the optionees termination of employment by the optionee
without good reason, or (iv) the date of the
optionees termination of employment by the Company for
cause.
Options are exercised by providing written notice specifying the
number of shares for which the option is being exercised and the
method of payment of the exercise price. Payment of the exercise
price may be made in cash (or cash equivalent), in shares, in a
combination of cash and shares, or by broker-assisted cashless
exercise. The optionee may be required to pay to the Company,
and the Company will have the right to withhold, any applicable
withholding taxes in respect of the option, its exercise or any
payment or transfer under or with respect to the option. Options
may not be assigned, sold or otherwise transferred by the
optionee other than by will or by the laws of descent and
distribution.
2007 Options.
On May 1, 2007, the
Compensation Committee approved a grant of an aggregate of
607,641 nonqualified stock options with a grant date of
May 4, 2007. The exercise price of the shares subject to
the option is $27.28 per share, which as determined by the
2003 Share Incentive Plan is based on the arithmetic mean
of the high and low prices of the ordinary shares on May 4,
2007 as reported by the NYSE. The Compensation Committee granted
an additional 15,198 options on October 22, 2007, for an
exercise price of $27.52.
The options will become fully vested and exercisable upon the
third anniversary of the date of grant, subject to the
optionees continued employment with the Company (and lack
of notice of resignation or termination). The option grants are
not subject to performance conditions. If the optionees
employment with the Company is terminated for any reason, the
option shall, to the extent not then vested, be canceled by the
Company without consideration and if the option has vested, it
shall be exercisable, as set forth below. However, in the event
the optionee is terminated for cause (as defined in the option
agreement), the vested option shall be immediately canceled
without consideration to the extent not previously exercised.
153
Once the options are exercisable, the optionee may exercise all
or any part of the vested option at any time prior to the
earliest to occur of (i) the seventh anniversary of the
date of grant, (ii) the first anniversary of the
optionees termination of employment due to death or
disability (as defined in the option agreement), (iii) the
first anniversary of the optionees termination of
employment by the Company without cause (for any reason other
than due to death or disability), (iv) three months
following the date of the optionees termination of
employment by the optionee for any reason (other than due to
death or disability), or (v) the date of the
optionees termination of employment by the Company for
cause (as defined in the option agreement).
Restricted Share Units.
In 2006, we granted
184,356 RSUs which vest in one-third tranches over three years.
In 2007, we granted 120,387 RSUs to our employees which vest in
one-third tranches over three years. In 2008, we granted 67,290
RSUs to our employees which vest in one-third tranches over
three years. Vesting of a participants units may be
accelerated, however, if the participants employment with
the Company and its subsidiaries is terminated without cause (as
defined in such participants award agreement), on account
of the participants death or disability (as defined in
such participants award agreement), or, with respect to
some of the participants, by the participant with good reason
(as defined in such participants award agreement).
Participants will be paid one ordinary share for each unit that
vests as soon as practicable following the vesting date.
Recipients of the RSUs generally will not be entitled to any
rights of a holder of ordinary shares, including the right to
vote, unless and until their units vest and ordinary shares are
issued; provided, however, that participants will be entitled to
receive dividend equivalents with respect to their units.
Dividend equivalents will be denominated in cash and paid in
cash if and when the underlying units vest. Participants may,
however, be permitted by the Company to elect to defer the
receipt of any ordinary shares upon the vesting of units, in
which case payment will not be made until such time or times as
the participant may elect. Payment of deferred share units would
be in ordinary shares with any cash dividend equivalents
credited with respect to such deferred share units paid in cash.
2004 Performance Share Awards.
On
December 22, 2004, we granted an aggregate of 150,074
performance share awards to various employees of the Company.
Each performance share award represents the right to receive, on
the terms and conditions set forth in the agreement evidencing
the award, a specified number of ordinary shares of the Company,
par value 0.15144558 cent per share. Payment of performance
shares is contingent upon the achievement of specified ROE
targets. With respect to the 2004 performance share awards,
17.16% of the total grant has vested. The remainder of the 2004
performance share grants was forfeited due to the
non-achievement of performance targets.
2005 Performance Share Awards.
On
March 3, 2005, we granted an aggregate of 123,002
performance share awards to various officers and other employees
and an additional 8,225 performance share awards were granted in
2005. Each performance share award represents the right to
receive, on the terms and conditions set forth in the agreement
evidencing the award, a specified number of ordinary shares of
the Company, par value 0.15144558 cent per share. Payment of
performance shares is contingent upon the achievement of
specified ROE targets. All 2005 performance share awards were
forfeited as the performance targets were not met.
2006 Performance Share Awards.
On
February 16, 2006, we granted an aggregate of 316,912
performance share awards to various officers and other
employees. We granted an additional 1,042 performance share
awards on August 4, 2006. Each performance share award
represents the right to receive, on the terms and conditions set
forth in the agreement evidencing the award, a specified number
of ordinary shares of the Company, par value 0.15144558 cent per
share. Payment of performance shares is contingent upon the
achievement of specified ROE targets. Of the total grant, 92.2%
have vested, with the remaining amounts forfeited due to
performance targets not being met.
One-third
(
1
/
3
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2006, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof, but only if the
154
Company achieves its ROE target for the fiscal year ended
December 31, 2006 (the 2006 Performance Award).
If the Company fails to reach the ROE target for the 2006 fiscal
year, but its actual ROE for such year is not less than 66.67%
of the target ROE, then a reduced number of performance shares
will become eligible for vesting based on the percentage of
target ROE achieved; for example, with 10% becoming eligible for
vesting at 66.67%. However, no performance shares will become
eligible for vesting for the 2006 Performance Award if the ROE
for the 2006 fiscal year is less than (i) 66.67% of the
target ROE for such year or (ii) 10% in absolute terms.
One-third of the grant based on the ROE target for 2006 is
available for vesting as the 2006 ROE target was achieved.
Two-thirds
(
2
/
3
)
of the performance shares will become eligible for vesting and
payable upon the later of (i) the date the Companys
outside auditors complete the audit of the Companys
financial statements containing the information necessary to
compute its ROE for the fiscal year ended December 31,
2008, or (ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof, but only if the
Companys actual average annual ROE for the 2006, 2007 and
2008 fiscal years meets or exceeds the average annual ROE target
for such period (the
2006-2008
Performance Award). If the Company fails to achieve the
average annual ROE target for the 2006, 2007 and 2008 fiscal
years, but its actual average ROE for such period is not less
than 66.67% of the average annual ROE target, then a reduced
number of performance shares will become eligible for vesting
based on the percentage of the average annual ROE target
achieved; for example, with 10% becoming eligible for vesting at
66.67%. However, no performance shares will be eligible for
vesting for the
2006-2008
Performance Award if the actual average annual ROE for the 2006,
2007 and 2008 fiscal years is less than (i) 66.67% of the
average annual ROE target for such period or (ii) 10% in
absolute terms.
Performance shares which are eligible for vesting, as described
above, as part of the 2006 Performance Award and the
2006-2008
Performance Award will vest upon the later of (i) the date
the Companys outside auditors complete the audit of the
Companys financial statements containing the information
necessary to compute its ROE for the fiscal year ended
December 31, 2008, or (ii) the date such 2008 ROE is
approved by the Board of Directors or an authorized committee
thereof, subject to the participants continued employment
(and lack of notice of resignation or termination) until such
date.
Payment of vested performance shares will occur as soon as
practicable after the date the performance shares become vested.
Participants may be required to pay to the Company, and the
Company will have the right to withhold, any applicable
withholding taxes in respect of the performance shares.
Performance shares may not be assigned, sold or otherwise
transferred by participants other than by will or by the laws of
descent and distribution.
2007 Performance Share Awards.
On May 1,
2007, the Compensation Committee approved a grant of an
aggregate of 427,796 performance share awards with a grant date
of May 4, 2007. The Compensation Committee granted an
additional 11,407 performance shares with a grant date of
October 22, 2007. Each performance share award represents
the right to receive, on the terms and conditions set forth in
the agreement evidencing the award, a specified number of
ordinary shares of the Company, par value 0.15144558 cent per
share. Payment of performance shares is contingent upon the
achievement of specified ROE targets.
One-quarter
(
1
/
4
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2007, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2007
Performance Award). No performance shares will become
eligible for vesting for the 2007 Performance Award if the ROE
for the 2007 fiscal year is less than 10%. If the Companys
ROE for the 2007 fiscal year is between 10% and 15%, then 10% to
100% of the 2007 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2007 fiscal year is
between 15% and 25%, then 100% to 200% of the 2007 Performance
Award will become eligible for vesting on a straight-line basis.
There is no additional vesting if the 2007 ROE is greater than
25%. Based on the achievement of a 2007 ROE of 21.6%, 166% of
one-quarter of the 2007 performance share awards is eligible for
vesting.
155
One-quarter
(
1
/
4
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2008, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2008
Performance Award). No performance shares will become
eligible for vesting for the 2008 Performance Award if the ROE
for the 2008 fiscal year is less than 10%. If the Companys
ROE for the 2008 fiscal year is between 10% and 15%, then 10% to
100% of the 2008 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2008 fiscal year is
between 15% and 25%, then 100% to 200% of the 2008 Performance
Award will become eligible for vesting on a straight-line basis.
There is no additional vesting if the 2008 ROE is greater than
25%. Based on the 2008 ROE of 3.3%, one-quarter of the 2007
performance share awards was forfeited.
One-quarter
(
1
/
4
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2009, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2009
Performance Award). No performance shares will become
eligible for vesting for the 2009 Performance Award if the ROE
for the 2009 fiscal year is less than 10%. If the Companys
ROE for the 2009 fiscal year is between 10% and 15%, then 10% to
100% of the 2009 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2009 fiscal year is
between 15% and 25%, then 100% to 200% of the 2009 Performance
Award will become eligible for vesting on a straight-line basis.
There is no additional vesting if the 2009 ROE is greater than
25%.
One-quarter
(
1
/
4
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2010, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2010
Performance Award). No performance shares will become
eligible for vesting for the 2010 Performance Award if the ROE
for the 2010 fiscal year is less than 10%. If the Companys
ROE for the 2010 fiscal year is between 10% and 15%, then 10% to
100% of the 2010 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2010 fiscal year is
between 15% and 25%, then 100% to 200% of the 2010 Performance
Award will become eligible for vesting on a straight-line basis.
There is no additional vesting if the 2010 ROE is greater than
25%.
Performance shares which are eligible for vesting, as described
above, as part of the 2007 Performance Award, the 2009
Performance Award and the 2010 Performance Award will vest upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2010, or
(ii) the date such 2010 ROE is approved by the Board of
Directors or an authorized committee thereof, subject to the
participants continued employment (and lack of notice of
resignation or termination) until such date.
Payment of vested performance shares will occur as soon as
practicable after the date the performance shares become vested.
Participants may be required to pay to the Company, and the
Company will have the right to withhold, any applicable
withholding taxes in respect of the performance shares.
Performance shares may not be assigned, sold or otherwise
transferred by participants other than by will or by the laws of
descent and distribution.
2008 Performance Share Awards.
On
April 29, 2008, the Compensation Committee approved a grant
of an aggregate of 587,095 performance share awards with a grant
date of May 2, 2008. Each performance share award
represents the right to receive, on the terms and conditions set
forth in the agreement evidencing the award, a specified number
of ordinary shares of the Company, par value 0.15144558 cent per
share. Payment of performance shares is contingent upon the
achievement of specified ROE targets.
156
One-third
(
1
/
3
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2008, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2008
Performance Award). No performance shares will become
eligible for vesting for the 2008 Performance Award if the ROE
for the 2008 fiscal year is less than 10%. If the Companys
ROE for the 2008 fiscal year is between 10% and 15%, then 10% to
100% of the 2008 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2008 fiscal year is
between 15% and 25%, then 100% to 200% of the 2008 Performance
Award will become eligible for vesting on a straight-line basis.
However, if the ROE for the 2008 fiscal year is greater than 15%
and the average ROE over 2008 and the immediately preceding
fiscal year is less than 10%, then the percentage of eligible
shares for vesting will be 100%. If the ROE for the 2008 fiscal
year is greater than 15% and the average ROE over 2008 and the
immediately preceding fiscal year is 10% or greater, then the
percentage of eligible shares for vesting will vest in
accordance with the schedule for vesting described above. There
is no additional vesting if the 2008 ROE is greater than 25%.
Based on the achievement of a 2008 ROE of 3.3%, none of the 2008
Performance Award is eligible for vesting.
One-third
(
1
/
3
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2009, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2009
Performance Award). No performance shares will become
eligible for vesting for the 2009 Performance Award if the ROE
for the 2009 fiscal year is less than 10%. If the Companys
ROE for the 2009 fiscal year is between 10% and 15%, then 10% to
100% of the 2009 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2009 fiscal year is
between 15% and 25%, then 100% to 200% of the 2009 Performance
Award will become eligible for vesting on a straight-line basis.
However, if the ROE for the 2009 fiscal year is greater than 15%
and the average ROE over 2009 and 2008 is less than 10%, then
the percentage of eligible shares for vesting will be 100%. If
the ROE for the 2009 fiscal year is greater than 15% and the
average ROE over 2009 and 2008 is 10% or greater, then the
percentage of eligible shares for vesting will vest in
accordance with the schedule for vesting described above. There
is no additional vesting if the 2009 ROE is greater than 25%.
One-third
(
1
/
3
)
of the performance shares will become eligible for vesting upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2010, or
(ii) the date such ROE is approved by the Board of
Directors or an authorized committee thereof (the 2010
Performance Award). No performance shares will become
eligible for vesting for the 2010 Performance Award if the ROE
for the 2010 fiscal year is less than 10%. If the Companys
ROE for the 2010 fiscal year is between 10% and 15%, then 10% to
100% of the 2010 Performance Award will be eligible for vesting
on a straight-line basis. If the ROE for the 2010 fiscal year is
between 15% and 25%, then 100% to 200% of the 2010 Performance
Award will become eligible for vesting on a straight-line basis.
However, if the ROE for the 2010 fiscal year is greater than 15%
and the average ROE over 2010 and 2009 is less than 10%, then
the percentage of eligible shares for vesting will be 100%. If
the ROE for the 2010 fiscal year is greater than 15% and the
average ROE over 2010 and 2009 is 10% or greater, then the
percentage of eligible shares for vesting will vest in
accordance with the schedule for vesting described above. There
is no additional vesting if the 2010 ROE is greater than 25%.
Performance shares which are eligible for vesting, as described
above, as part of the 2008 Performance Award, the 2009
Performance Award and the 2010 Performance Award will vest upon
the later of (i) the date the Companys outside
auditors complete the audit of the Companys financial
statements containing the information necessary to compute its
ROE for the fiscal year ended December 31, 2010, or
(ii) the date such 2010 ROE is approved by the Board of
Directors or an authorized committee thereof, subject to the
participants continued employment (and lack of notice of
resignation or termination) until such date.
157
Payment of vested performance shares will occur as soon as
practicable after the date the performance shares become vested.
Participants may be required to pay to the Company, and the
Company will have the right to withhold, any applicable
withholding taxes in respect of the performance shares.
Performance shares may not be assigned, sold or otherwise
transferred by participants other than by will or by the laws of
descent and distribution.
Employment-Related
Agreements
The following information summarizes the (i) service
agreements for Mr. OKane, which commenced on
September 24, 2004, (ii) amended and restated service
agreement for Mr. Cusack which became effective when he
assumed his duties as Chief Operating Officer in May 2008,
(iii) service agreement for Mr. Houghton dated
April 3, 2007, (iv) employment agreement for
Mr. Boornazian which commenced on January 12, 2004 (as
supplemented by addendum dated February 5, 2008 and as
further amended dated October 28, 2008 and
December 31, 2008 and (v) service agreement for
Mr. Few which commenced on March 10, 2005. In respect
of each of the agreements with Messrs. OKane, Cusack,
Houghton, Few and Boornazian:
(i) in the case of Messrs. OKane, Houghton and
Cusack, employment terminates automatically when the employee
reaches 65 years of age, but in the case of Mr. Few
employment will terminate automatically when the employee
reaches 60 years of age;
(ii) in the case of Messrs. OKane, Houghton,
Cusack and Few, employment may be terminated for cause if:
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the employee becomes bankrupt, is convicted of a criminal
offence (other than a traffic violation or a crime with a
penalty other than imprisonment), commits serious misconduct or
other conduct bringing the employee or Aspen Holdings or any of
its subsidiaries into disrepute;
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the employee materially breaches any provisions of the service
agreement or conducts himself in a manner prejudicial to the
business;
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the employee is disqualified from being a director in the case
of Messrs. OKane, Cusack and Houghton; or
|
|
|
|
the employee breaches any code of conduct or ceases to be
registered by any regulatory body;
|
(iii) in the case of Messrs. OKane, Cusack and Few,
employment may be terminated if the employee materially breaches
any provision of the shareholders agreement with Aspen
Holdings and such breach is not cured by the employee within
21 days after receiving notice from the Company;
(iv) in the case of Mr. Boornazian employment may be
terminated for cause if:
|
|
|
|
|
the employees willful misconduct is materially injurious
to Aspen Re America or its affiliates;
|
|
|
|
the employee intentionally fails to act in accordance with the
direction of the Chief Executive Officer or Board;
|
|
|
|
the employee is convicted of a felony;
|
|
|
|
the employee violates a law, rule or regulation that governs
Aspen Re Americas business, has a material adverse effect
on Aspen Re Americas business, or disqualifies him from
employment; or
|
|
|
|
the employee intentionally breaches a non-compete or
non-disclosure agreement;
|
158
(v) in the case of Messrs. OKane, Houghton,
Cusack and Few, employment may be terminated by the employee
without notice for good reason if:
|
|
|
|
|
the employees annual salary or bonus opportunity is
reduced;
|
|
|
|
there is a material diminution in the employees duties,
authority, responsibilities or title, or the employee is
assigned duties materially inconsistent with his position;
|
|
|
|
the employee is removed from any of his positions (or in the
case of Mr. OKane is not elected or re-elected to
such positions);
|
|
|
|
an adverse change in the employees reporting relationship
occurs in the case of Messrs. OKane, Cusack and
Few; or
|
|
|
|
the employee is required to relocate more than 50 miles
from the employees current office;
|
|
|
|
provided that, in each case, the default has not been cured
within 30 days of receipt of a written notice from the
employee;
|
(vi) in the case of Mr. Boornazian, employment may be
terminated by the employee for good reason upon
90 days notice if:
|
|
|
|
|
there is a material diminution in the employees
responsibilities, duties or authority;
|
|
|
|
the employees annual salary is materially reduced; or
|
|
|
|
there is a material breach by the Company of the employment
agreement;
|
(vii) in the case of Mr. OKane, if the employee
is terminated without cause or resigns with good reason, the
employee is entitled (subject to execution of a release) to
(a) salary at his salary rate through the date in which his
termination occurs; (b) the lesser of (x) the target
annual incentive award for the year in which the employees
termination occurs, and (y) the average of the annual
incentive awards received by the employee in the prior three
years (or, number of years employed if fewer), multiplied by a
fraction, the numerator of which is the number of days that the
employee was employed during the applicable year and the
denominator of which is 365; (c) a severance payment to two
times the sum of (x) the employees highest salary
during the term of the agreement and (y) the average annual
bonus paid to the executive in the previous three years (or
lesser period if employed less than three years); and
(d) the unpaid balance of all previously earned cash bonus
and other incentive awards with respect to performance periods
which have been completed, but which have not yet been paid, all
of which amounts shall be payable in a lump sum in cash within
30 days after termination. Fifty percent of this severance
payment is paid to the employee within 14 days of the
execution by the employee of a valid release and the remaining
50% is paid in four equal installments during the 12 months
following the first anniversary of the date of termination,
conditional on the employee complying with the non-solicitation
provisions applying during that period;
(viii) in the case of Messrs. Houghton, Cusack and
Few, if the employee is terminated without cause or resigns with
good reason, the employee is entitled (subject to execution of a
release) to (a) salary at his salary rate through the date
in which his termination occurs; (b) the lesser of
(x) the target annual incentive award for the year in which
the employees termination occurs, and (y) the average
of the annual incentive awards received by the employee in the
prior three years (or, number of years employed if fewer),
multiplied by a fraction, the numerator of which is the number
of days that the employee was employed during the applicable
year and the denominator of which is 365; (c) a severance
payment of the sum of (x) the employees highest
salary rate during the term of the agreement and (y) the
average bonus under the Companys annual incentive plan
actually earned by the employee during the three years (or
number of complete years employed, if fewer) immediately prior
to the year of termination; and (d) the unpaid balance of
all previously earned cash bonus and other incentive awards with
respect to performance periods which have been
159
completed, but which have not yet been paid, all of which
amounts shall be payable in a lump sum in cash within
30 days after termination. In the event that the employee
is paid in lieu of notice under the agreement (including if the
Company exercises its right to enforce garden leave under the
agreement) the severance payment will be inclusive of that
payment;
(ix) in the case of Mr. Boornazian, if the employee is
terminated without cause or resigns with good reason, the
employee is entitled (subject to execution of a release) to
(i) any earned but unpaid salary, accrued but unused
vacation days and any reimbursed business expenses;
(ii) 50% of his salary; and (iii) 100% of his bonus
potential pro rated by the number of days he was employed in the
applicable year;
(x) in the case of Messrs. OKane, Houghton,
Cusack, Few and Boornazian, if the employee is terminated
without cause or resigns for good reason in the six months prior
to a change of control or the two-year period following a change
of control, in addition to the benefits discussed above, all
share options and other equity-based awards granted to the
executive during the course of the agreement shall immediately
vest and remain exercisable in accordance with their terms. In
addition, in the case of Mr. OKane, he may be
entitled to excise tax
gross-up
payments;
(xi) the agreements contain provisions relating to
reimbursement of expenses, confidentiality, non-competition and
non-solicitation; and
(xii) in the case of Messrs. OKane, Houghton,
Cusack and Few, the employees have for the benefit of their
respective beneficiaries life insurance (and in the case of
Mr. Boornazian, supplemental life insurance benefits).
There are no key man insurance policies in place.
Christopher OKane.
Mr. OKane
entered into a service agreement with Aspen U.K. Services and
Aspen Holdings under which he has agreed to serve as Chief
Executive Officer of Aspen Holdings and Aspen U.K. and director
of both companies, terminable upon 12 months notice
by either party. The agreement originally provided that
Mr. OKane shall be paid an annual salary of
£346,830, subject to annual review.
Mr. OKanes service agreement also entitles him
to participate in all management incentive plans and other
employee benefits and fringe benefit plans made available to
other senior executives or employees generally, including
continued membership in the Companys pension scheme,
medical insurance, permanent health insurance, personal accident
insurance and life insurance. The service agreement also
provides for a discretionary bonus to be awarded annually as the
Compensation Committee of our Board of Directors may determine.
Effective April 1, 2009, Mr. OKanes salary
will be £480,000.
Richard Houghton.
Mr. Houghton entered
into a service agreement with Aspen U.K. Services under which he
agreed to serve as Chief Financial Officer of Aspen Holdings,
terminable upon 12 months notice by either party. The
agreement originally provided that Mr. Houghton shall be
paid an annual salary of £320,000, subject to annual
review. Mr. Houghtons service agreement also entitles
him to participate in all management incentive plans and other
employee benefits and fringe benefit plans made available to
other senior executives or employees generally, including
continued membership in the Companys pension scheme and to
medical insurance, permanent health insurance, personal accident
insurance and life insurance. The service agreement also
provides for a discretionary bonus, based on a bonus potential
of 100% of salary which may be exceeded, to be awarded annually
as the Compensation Committee of our Board of Directors may
determine. Effective April 1, 2009,
Mr. Houghtons salary will be £360,000.
Julian Cusack.
Mr. Cusack entered into
service agreements with effect from May 1, 2008 to serve as
Group Chief Operating Officer and to continue to serve as Chief
Executive Officer and Chairman of Aspen Bermuda, terminable upon
12 months notice by either party. The agreements
provide that Mr. Cusack shall be paid an annual salary of
£350,000, subject to annual review. Mr. Cusack is also
entitled to reimbursement of housing costs in Bermuda, up to a
maximum of $180,000 per annum, two return airfares per annum for
him and his family from Bermuda to the U.K. as well as
reimbursement of reasonable relocation expenses. The service
contracts also provide for the payment by the Company of
160
U.K. income tax attributable to the reimbursement of Bermuda
housing expenses and home leave. Mr. Cusacks service
agreement also entitles him to participate in all management
incentive plans and other employee benefits and fringe benefit
plans made available to other senior executives or employees
generally, including continued membership in the Companys
pension scheme and to medical insurance, permanent health
insurance, personal accident insurance and life insurance. The
service agreement also provides for a discretionary bonus based
on a bonus potential of 100% of his salary to be awarded
annually as the Compensation Committee of our Board of Directors
may determine. Effective April 1, 2009,
Mr. Cusacks salary will be £360,000.
Brian Boornazian.
Mr. Boornazian entered
into an employment agreement with Aspen U.S. Services under
which he has agreed to serve as President and Chief Underwriting
Officer, Property Reinsurance, of Aspen Re America for a
three-year term, with annual extensions thereafter. The
agreement originally provided that Mr. Boornazian will be
paid an annual salary of $330,000, subject to review from time
to time, as well as a discretionary bonus, and shall be eligible
to participate in all incentive compensation, retirement and
deferred compensation plans available generally to senior
officers. Effective April 1, 2009,
Mr. Boornazians salary will be $500,000.
On February 5, 2008, the Compensation Committee approved an
amendment to Mr. Boornazians employment agreement to
include a clause in respect of change of control. Senior
executives reporting to the Chief Executive Officer of the
Company have service agreements that are consistent in their
principal terms, including with respect to
change-of-control
provisions; however, this clause was not included in
Mr. Boornazians original service agreement. The
clause provides that if Mr. Boornazian is terminated
without cause or resigns for good reason in the six-month period
prior to a change in control or the two-year period after a
change in control, all share options and other equity-based
awards granted to Mr. Boornazian during the course of the
agreement will immediately vest and remain exercisable in
accordance with their terms. Mr. Boornazians
agreement was further amended on October 28, 2008 and
December 31, 2008 to reflect compliance with Internal
Revenue Code Section 409A (409A).
James Few.
Mr. Few entered into a service
agreement with Aspen Bermuda under which he has agreed to serve
as Head of Property Reinsurance and Chief Underwriting Officer
of Aspen Bermuda. The agreement may be terminated upon
12 months notice by either party. The agreement
originally provided that Mr. Few will be paid an annual
salary of $400,000, subject to annual review. Mr. Few is
also provided with an annual housing allowance of $180,000, two
return airfares between Bermuda and the U.K. per annum for
himself and his family and reasonable relocation costs. The
agreement also entitles him to private medical insurance,
permanent health insurance, personal accident insurance and life
assurance. Under the agreement Mr. Few remains a member of
the Aspen U.K. Services pension scheme. The service agreement
also provides for a discretionary bonus to be awarded at such
times and at such level as the Compensation Committee of our
Board of Directors may determine. Effective April 1, 2009,
Mr. Fews salary will be $475,000.
Retirement
Benefits
We do not have a defined benefit plan. Generally, retirement
benefits are provided to our named executive officers according
to their home country.
United Kingdom.
In the U.K. we have a defined
contribution plan which was established in 2005 for our U.K.
employees. All permanent and fixed term employees are eligible
to join the plan. Messrs. OKane, Houghton, Cusack and
Few were all participants in the plan during 2008. The employee
contributes 3% of their base salary into the plan. The employer
contributions made to the pension plan are based on a percentage
of base salary based on the age of the employee. There are two
scales: a standard scale for all U.K. participants; and a
directors scale which applies to certain key senior
employees who were founders of the Company or who are executive
directors of our Board of Directors. Messrs OKane,
Houghton and Cusack were paid employer contributions based on
the directors scale.
161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
|
|
|
|
|
|
Company
|
|
|
|
Contribution
|
|
|
|
|
|
Contribution
|
|
|
|
Percentage of
|
|
|
|
|
|
Percentage of
|
|
Scale
|
|
Salary
|
|
|
Age of Employee
|
|
|
Employees Salary
|
|
|
Standard Scale
|
|
|
3%
|
|
|
|
18 - 19
|
|
|
|
5%
|
|
|
|
|
3%
|
|
|
|
20 - 24
|
|
|
|
7%
|
|
|
|
|
3%
|
|
|
|
25 - 29
|
|
|
|
8%
|
|
|
|
|
3%
|
|
|
|
30 - 34
|
|
|
|
9.5%
|
|
|
|
|
3%
|
|
|
|
35 - 39
|
|
|
|
10.5%
|
|
|
|
|
3%
|
|
|
|
40 - 44
|
|
|
|
12%
|
|
|
|
|
3%
|
|
|
|
45 - 49
|
|
|
|
13.5%
|
|
|
|
|
3%
|
|
|
|
50 - 54
|
|
|
|
14.5%
|
|
|
|
|
3%
|
|
|
|
55 plus
|
|
|
|
15.5%
|
|
Director Scale
|
|
|
3%
|
|
|
|
20 - 24
|
|
|
|
7%
|
|
|
|
|
3%
|
|
|
|
25 - 29
|
|
|
|
8%
|
|
|
|
|
3%
|
|
|
|
30 - 34
|
|
|
|
9.5%
|
|
|
|
|
3%
|
|
|
|
35 - 39
|
|
|
|
12%
|
|
|
|
|
3%
|
|
|
|
40 - 44
|
|
|
|
14%
|
|
|
|
|
3%
|
|
|
|
45 - 49
|
|
|
|
16%
|
|
|
|
|
3%
|
|
|
|
50 - 54
|
|
|
|
18%
|
|
|
|
|
3%
|
|
|
|
55 plus
|
|
|
|
20%
|
|
The employee and employer contributions are paid to individual
investment accounts set up in the name of the employee.
Employees may choose from a selection of investment funds
although the
day-to-day
management of the investments are undertaken by professional
investment managers. At retirement this fund is then used to
purchase retirement benefits.
If an employee leaves the Company before retirement all
contributions to the account will cease. If an employee has at
least two years of qualifying service, the employee has the
option of (i) keeping his or her account, in which case the
full value in the pension will continue to be invested until
retirement age, or (ii) transferring the value of the
account either to another employers approved pension plan
or to an approved personal pension plan. Where an employee
leaves the Company with less than two years of service, such
employee will receive a refund equal to the part of their
account which represents their own contributions only. This
refund is subject to U.K. tax and social security.
In the event of death in service before retirement, the pension
plan provides a lump sum death benefit equal to four times the
employees basic salary, plus, where applicable, a
dependents pension equal to 30% of the employees
basic salary and a childrens pension equal to 15% of the
employees basic salary for one child and up to 30% of the
employees basic salary for two or more children. Under
U.K. legislation, these benefits are subject to notional
earnings limits (currently £108,600 for 2006/2007,
£112,800 for 2007/2008 and £117,600 for 2008/2009).
Where an employees basic salary is greater than the
notional earnings maximum, an additional benefit is provided
through a separate cover outside the pension plan.
United States.
In the U.S. we operate a
401(k) plan. Employees of Aspen U.S. Services are eligible
to participate in this plan. Mr. Boornazian participates in
this plan.
Participants may elect a salary reduction contribution into the
401(k) plan. Their taxable income is then reduced by the amount
contributed into the plan. This lets participants reduce their
current federal and most state income taxes. The 401(k) safe
harbor plan allows employees to contribute a percentage of their
salaries (up to the maximum deferral limit set forth in the
plan). We make a qualified matching contribution of 100% of the
employees salary reduction contribution up to 3% of their
salary, plus a matching contribution of 50% of the
employees salary reduction contribution from 3% to 5% of
their
162
salary for each payroll period. The employers matching
contribution is subject to limits based on the employees
earnings as set by the IRS annually. Participants are always
fully vested in their 401(k) plan with respect to their
contributions and the employers matching contributions.
Discretionary profit sharing contributions are made annually to
all employees by Aspen U.S. Services and are based on the
following formula:
|
|
|
|
|
|
|
Contribution
|
|
|
|
by the
|
|
|
|
Company as a
|
|
|
|
Percentage of
|
|
|
|
Employees
|
|
Age of Employee
|
|
Salary
|
|
|
20 - 29
|
|
|
3
|
%
|
30 - 39
|
|
|
4
|
%
|
40 - 49
|
|
|
5
|
%
|
50 and older
|
|
|
6
|
%
|
Profit sharing contributions are paid in the first quarter of
each year in respect the previous fiscal year. The profit
sharing contributions are subject to a limit based on the
employees earnings as set by the IRS annually. The profit
sharing contributions are subject to the following vesting
schedule:
|
|
|
|
|
|
|
Vesting
|
|
Years of Vesting Service
|
|
Percentage
|
|
|
Less than 3 years
|
|
|
0
|
%
|
3 years
|
|
|
100
|
%
|
Once the employee has three years of service, his or her profit
sharing contributions are fully vested and all future
contributions are vested.
163
Outstanding
Equity Awards at Fiscal Year-End
The following table sets forth information concerning
outstanding options to purchase ordinary shares and other stock
awards by the named executive officers during the twelve months
ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Market
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Value or
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Unearned
|
|
|
Payout Value
|
|
|
|
|
|
|
Securities
|
|
|
Number of
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Shares,
|
|
|
of Unearned
|
|
|
|
|
|
|
Underlying
|
|
|
Securities
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
Units or
|
|
|
Shares, Units or
|
|
|
|
|
|
|
Unexercised
|
|
|
Underlying
|
|
|
Unexercised
|
|
|
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
Other Rights
|
|
|
Other Rights
|
|
|
|
|
|
|
Options (#)
|
|
|
Unexercised
|
|
|
Unearned
|
|
|
Option
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
|
|
|
Year of
|
|
|
Exercisable
|
|
|
Options (#)
|
|
|
Options
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Vested (#)
|
|
|
Vested
|
|
|
Not Vested
|
|
|
Not Vested
|
|
Name
|
|
Grant
|
|
|
(1)
|
|
|
Unexercisable
|
|
|
(#)(1)
|
|
|
Price ($)
|
|
|
Date
|
|
|
(1)
|
|
|
($)(2)
|
|
|
(#)(1)
|
|
|
($)(2)
|
|
|
Christopher OKane
|
|
|
2003
|
|
|
|
850,295
|
|
|
|
141,535
|
|
|
|
|
|
|
$
|
16.20
|
|
|
|
08/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
23,603
|
(3)
|
|
|
|
|
|
|
|
(3)
|
|
$
|
24.44
|
|
|
|
12/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
(4)
|
|
|
|
|
|
|
|
(4)
|
|
$
|
25.88
|
|
|
|
03/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
87,713
|
(5)
|
|
$
|
23.65
|
|
|
|
02/16/2016
|
|
|
|
|
|
|
|
|
|
|
|
5,847
|
(7)
|
|
$
|
141,790
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
75,988
|
|
|
|
|
|
|
$
|
27.28
|
|
|
|
05/04/2014
|
|
|
|
|
|
|
|
|
|
|
|
52,186
|
(8)
|
|
$
|
1,265,511
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,277
|
(9)
|
|
$
|
928,217
|
|
Richard Houghton
|
|
|
2007
|
|
|
|
|
|
|
|
12,158
|
|
|
|
|
|
|
$
|
27.28
|
|
|
|
05/04/2014
|
|
|
|
5,333
|
|
|
$
|
129,325
|
|
|
|
8,349
|
(8)
|
|
$
|
202,463
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,863
|
(9)
|
|
$
|
433,178
|
|
Julian Cusack
|
|
|
2003
|
|
|
|
160,215
|
|
|
|
48,259
|
|
|
|
|
|
|
$
|
16.20
|
|
|
|
08/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
14,162
|
(3)
|
|
|
|
|
|
|
|
(3)
|
|
$
|
24.44
|
|
|
|
12/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
(4)
|
|
|
|
|
|
|
|
(4)
|
|
$
|
25.88
|
|
|
|
03/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
59,029
|
(5)
|
|
$
|
23.65
|
|
|
|
02/16/2016
|
|
|
|
|
|
|
|
|
|
|
|
3,935
|
(7)
|
|
$
|
95,424
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
18,997
|
|
|
|
|
|
|
$
|
27.28
|
|
|
|
05/04/2014
|
|
|
|
|
|
|
|
|
|
|
|
13,047
|
(8)
|
|
$
|
316,390
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,863
|
(9)
|
|
$
|
433,178
|
|
Brian Boornazian
|
|
|
2004
|
|
|
|
7,868
|
(3)
|
|
|
|
|
|
|
|
(3)
|
|
$
|
24.44
|
|
|
|
12/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
(4)
|
|
|
|
|
|
|
|
(4)
|
|
$
|
25.88
|
|
|
|
03/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
51,859
|
(5)
|
|
$
|
23.65
|
|
|
|
02/16/2016
|
|
|
|
|
|
|
|
|
|
|
|
3,457
|
(7)
|
|
$
|
83,832
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
45,593
|
|
|
|
|
|
|
$
|
27.28
|
|
|
|
05/04/2014
|
|
|
|
|
|
|
|
|
|
|
|
31,312
|
(8)
|
|
$
|
759,316
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,139
|
(9)
|
|
$
|
464,121
|
|
James Few
|
|
|
2003
|
|
|
|
83,955
|
|
|
|
13,975
|
|
|
|
|
|
|
$
|
16.20
|
|
|
|
08/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
35,404
|
(3)
|
|
|
|
|
|
|
|
(3)
|
|
$
|
24.44
|
|
|
|
12/23/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
(4)
|
|
|
|
|
|
|
|
(4)
|
|
$
|
25.88
|
|
|
|
03/03/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
63,404
|
(5)
|
|
$
|
23.65
|
|
|
|
02/16/2016
|
|
|
|
|
|
|
|
|
|
|
|
5,159
|
(7)
|
|
$
|
125,106
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
41,793
|
|
|
|
|
|
|
$
|
27.28
|
|
|
|
05/04/2014
|
|
|
|
|
|
|
|
|
|
|
|
28,703
|
(8)
|
|
$
|
696,048
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,311
|
(9)
|
|
$
|
371,292
|
|
|
|
|
(1)
|
|
For a description of the terms of
the grants and the related vesting schedule, see Narrative
Description of Summary Compensation and Grants of Plan-Based
Awards Share Incentive Plan above.
|
|
(2)
|
|
Calculated based upon the closing
price of $24.25 per share of the Companys ordinary shares
at December 31, 2008.
|
|
(3)
|
|
As the performance targets for the
2004 options were not fully met based on the 2004 ROE achieved,
51.48% of the grant vested and the remaining portion of the
grant was forfeited.
|
|
(4)
|
|
As the performance targets have
not been met, the 2005 options were forfeited.
|
|
(5)
|
|
The 2006 options will become
exercisable on the date our external auditors complete the audit
of our financial statements containing the information necessary
to compute the ROE for 2008, i.e., upon the filing of this
report. The table assumes a full vesting of one-third of the
options based on the achievement of the 2006 ROE and 88.3%
vesting for two-thirds of the grant based on the average three
year
(2006-2008)
ROE which was less than the average target ROE for the
three-year period.
|
|
(6)
|
|
With respect to the 2005
performance shares, of which one-third of the grant is earned
based on the achievement of the 2005 ROE target and two-thirds
have a performance condition based on an average three-year
(2005-2007)
ROE, one-third of the grants has been forfeited as the 2005 ROE
target has not been met. As the performance target for 2005, and
the average performance target for
2005-2007
were not met, the entire grant has been forfeited.
|
|
(7)
|
|
The 2006 performance shares will
vest on the date our external auditors complete the audit of our
financial statements containing the information necessary to
compute the ROE for 2008, i.e., upon the filing of this report.
With respect to the 2006 performance shares, of which one-third
of the grant is earned
|
164
|
|
|
|
|
based on achievement of the 2006
ROE target and two-thirds have a performance condition based on
an average three year
(2006-2008)
ROE, the table assumes that one-third of the grants is eligible
for vesting as the 2006 ROE target has been met and a scale back
of two-thirds of the grant based on the average three year
(2006-2008)
ROE as it was less than the average target ROE for the
three-year period. Of the total grant, 92.2% has vested.
|
|
(8)
|
|
With respect to the 2007
performance shares, amount represents (i) 166% vesting in
respect of one-fourth of the initial grant as our ROE for 2007
was 21.6%, (ii) no vesting for one-fourth of the grant in
respect of the 2008 ROE as it was less than 10% and
(iii) assumes a vesting of 100% for the remaining half of
the grant.
|
|
(9)
|
|
With respect to the 2008
performance shares, amount represents no vesting in respect of
one-third of the initial grant as our ROE for 2008 was less than
10%, and assumes a vesting of 100% for the remaining two-thirds
of the grant.
|
Option
Exercises and Stock Vested
The following table summarizes stock option exercises and share
issuances by our named executive officers during the twelve
months ended December 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized on
|
|
|
Acquired on
|
|
|
Value Realized
|
|
Name
|
|
Exercise (#)
|
|
|
Exercise ($)
|
|
|
Vesting (#)
|
|
|
on Vesting ($)(2)
|
|
|
Christopher OKane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Houghton
|
|
|
|
|
|
|
|
|
|
|
2,667
|
|
|
$
|
69,715
|
|
Julian Cusack
|
|
|
17,130
|
|
|
$
|
176,869
|
(1)
|
|
|
|
|
|
|
|
|
Brian Boornazian
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Few
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Value realized is calculated based
on the sale price on the date of exercise less the exercise
price.
|
|
(2)
|
|
The restricted share units (net of
tax) for Mr. Houghton vested on May 2, 2008. The
market value was calculated based on the closing price of $26.14
on May 2, 2008.
|
Potential
Payments Upon Termination or Change in Control
Assuming the employment of our named executive officers were to
be terminated without cause or for good reason (as defined in
their respective employment agreements), each as of
December 31, 2008, the following individuals would be
entitled to payments and to accelerated vesting of their
outstanding equity awards, as described in the table below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher OKane (1)
|
|
|
Richard Houghton (1)
|
|
|
Julian Cusack
|
|
|
|
|
|
|
Value of
|
|
|
|
|
|
Value of
|
|
|
|
|
|
Value of
|
|
|
|
Total Cash
|
|
|
Accelerated
|
|
|
Total Cash
|
|
|
Accelerated
|
|
|
Total Cash
|
|
|
Accelerated
|
|
|
|
Payout
|
|
|
Equity Awards
|
|
|
Payout
|
|
|
Equity Awards
|
|
|
Payout
|
|
|
Equity Awards
|
|
|
Termination without Cause (or other than for Cause) or
for Good Reason(2)
|
|
$
|
4,167,900
|
(6)
|
|
|
|
|
|
$
|
1,574,540
|
(8)
|
|
|
|
|
|
$
|
1,365,006
|
(10)
|
|
|
|
|
Death(3)
|
|
$
|
1,250,370
|
|
|
|
|
|
|
$
|
648,340
|
|
|
|
|
|
|
$
|
648,340
|
|
|
|
|
|
Disability(4)
|
|
$
|
416,790
|
|
|
|
|
|
|
$
|
324,170
|
|
|
|
|
|
|
$
|
324,170
|
|
|
|
|
|
Change in Control(5)
|
|
$
|
4,167,900
|
(6)
|
|
$
|
4,353,854
|
(7)
|
|
$
|
1,574,540
|
(8)
|
|
$
|
1,036,872
|
(9)
|
|
$
|
1,365,006
|
(10)
|
|
$
|
1,582,989
|
(11)
|
|
|
|
(1)
|
|
The calculations for the payouts
for Messrs. OKane and Houghton were converted from
British Pounds into U.S. Dollars at the average exchange rate of
$1.8524 to £1 for 2008.
|
|
(2)
|
|
For a description of termination
provisions, see Narrative Description of Summary
Compensation and Grants of Plan-Based Awards
Employment-Related Agreements above.
|
165
|
|
|
(3)
|
|
In respect of death, the
executives are entitled to the pro rated annual bonus based on
the actual bonus earned for the year in which the date of
termination occurs. This amount represents 100% of the bonus
potential for 2008.
|
|
(4)
|
|
In respect of disability, the
executive would be entitled to six months salary after
which he would be entitled to long-term disability benefits
under our health insurance coverage.
|
|
(5)
|
|
The total cash payout and the
acceleration of vesting are provided only if the employment of
the above named executive is terminated by the Company without
Cause or by the executive with Good Reason (as described above
under Employment-Related Agreements and as defined
in each of the individuals respective employment
agreement) within the six-month period prior to a change in
control or within a two-year period after a change in control.
The occurrence of any of the following events constitutes a
Change in Control:
|
|
|
|
(A)
|
|
the sale or disposition, in one or
a series of related transactions, of all or substantially all,
of the assets of the Company to any person or group (other than
(x) any subsidiary of the Company or (y) any entity
that is a holding company of the Company (other than any holding
company which became a holding company in a transaction that
resulted in a Change in Control) or any subsidiary of such
holding company);
|
|
(B)
|
|
any person or group is or becomes
the beneficial owner, directly or indirectly, of more than 30%
of the combined voting power of the voting shares of the Company
(or any entity which is the beneficial owner of more than 50% of
the combined voting power of the voting shares of the Company),
including by way of merger, consolidation, tender or exchange
offer or otherwise; excluding, however, the following:
(i) any acquisition directly from the Company,
(ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company, or (iv) any acquisition by a
person or group if immediately after such acquisition a person
or group who is a shareholder of the Company on the effective
date of our 2003 Share Incentive Plan continues to own
voting power of the voting shares of the Company that is greater
than the voting power owned by such acquiring person or group;
|
|
(C)
|
|
the consummation of any
transaction or series of transactions resulting in a merger,
consolidation or amalgamation, in which the Company is involved,
other than a merger, consolidation or amalgamation which would
result in the shareholders of the Company immediately prior
thereto continuing to own (either by remaining outstanding or by
being converted into voting securities of the surviving entity),
in the same proportion as immediately prior to the
transaction(s), more than 50% of the combined voting power of
the voting shares of the Company or such surviving entity
outstanding immediately after such merger, consolidation or
amalgamation; or
|
|
(D)
|
|
a change in the composition of the
Board such that the individuals who, as of the effective date of
the 2003 Share Incentive Plan, constitute the Board of
Directors (such Board of Directors shall be referred to for
purposes of this section only as the Incumbent
Board) cease for any reason to constitute at least a
majority of the Board; provided, however, that for purposes of
this definition, any individual who becomes a member of the
Board of Directors subsequent to the Effective Date, whose
election, or nomination for election, by a majority of those
individuals who are members of the Board of Directors and who
were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; and, provided
further, however, that any such individual whose initial
assumption of office occurs as the result of or in connection
with either an actual or threatened election contest (as such
terms are used in
Rule 14a-11
or Regulation 14A of the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf
of an entity other than the Board of Directors shall not be so
considered as a member of the Incumbent Board.
|
|
|
|
(6)
|
|
Represents the lesser of the
target annual incentive for the year in which termination occurs
and the average of the bonus received by Mr. OKane
for the previous three years ($833,580) plus twice the sum of
the highest salary paid during the term of the agreement
($833,580) and the average bonus actually earned during three
years immediately prior to termination ($833,580).
Mr. OKanes agreement includes
|
166
|
|
|
|
|
provisions with respect the
treatment of parachute payments under the U.S.
Internal Revenue Code. As Mr. OKane is currently not
a U.S. taxpayer, the above amounts do not reflect the impact of
such provisions.
|
|
(7)
|
|
Represents the acceleration of
vesting of the unearned portion of the 2003 options, the entire
grant of the 2006 options and 2006 performance shares, the
entire grant of the 2007 options and 2007 performance shares and
the entire 2008 performance shares. With respect to options, the
value is based on the difference between the exercise price and
the closing price of our shares on December 31, 2008 of
$24.25. With respect to performance shares, the value is based
on the closing price of our shares on December 31, 2008.
The amounts do not include the (i) 2005 options, as the
performance targets were not met and the options were forfeited,
(ii) 2005 performance share awards as the performance
targets were not met and the performance shares were forfeited,
and (iii) 2004 options as the earned portion has vested and
any remaining unearned portions of the grant were forfeited due
to non-achievement of performance targets.
|
|
(8)
|
|
Represents
Mr. Houghtons bonus for 2007 ($463,100), which
included a guaranteed bonus of £200,000, as
Mr. Houghton was hired in 2007 and therefore an average
bonus over a three-year period preceding termination is not
applicable, plus the sum of the highest salary paid during the
term of the agreement ($648,340) and the average bonus actually
earned during three years immediately prior to termination
($463,100).
|
|
(9)
|
|
Represents the acceleration of
vesting of the entire grant of the 2007 options and 2007
performance shares, the entire grant of the 2008 performance
shares, as well as restricted share units. With respect to
options, the value is based on the difference between the
exercise price and the closing price of our shares on
December 31, 2008 of $24.25. With respect to performance
shares, the value is based on the closing price of our shares on
December 31, 2008.
|
|
(10)
|
|
Represents the lesser of the
target annual incentive for the year in which termination occurs
and the average of the bonus received by Mr. Cusack for the
previous three years ($358,333) plus the sum of the highest
salary paid during the term of the agreement ($648,340) and the
average bonus actually earned during three years immediately
prior to termination ($358,333). Mr. Cusacks
agreement includes provisions with respect the treatment of
parachute payments under the U.S. Internal Revenue
Code. As Mr. Cusack is currently not a U.S. taxpayer, the
above amounts do not reflect the impact of such provisions.
|
|
(11)
|
|
Represents the acceleration of
vesting of the unearned portion of the 2003 options, the entire
grant of 2006 options and 2006 performance shares, the entire
grant of the 2007 options and 2007 performance shares, and the
entire grant of 2008 performance shares. With respect to
options, the value is based on the difference between the
exercise price and the closing price of our shares on
December 31, 2008 of $24.25. With respect to performance
shares, the value is based on the closing price of our shares on
December 31, 2008. The amounts do not include the
(i) 2005 options, as the performance targets were not met
and the options were forfeited, (ii) 2005 performance share
awards, as the 2005 performance targets were not met and the
performance shares were forfeited and (iii) 2004 options as
the earned portion has vested and any remaining unearned
portions of the grant were forfeited due to non-achievement of
performance targets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Boornazian
|
|
|
James Few
|
|
|
|
|
|
|
Value of
|
|
|
|
|
|
Value of
|
|
|
|
|
|
|
Accelerated
|
|
|
|
|
|
Accelerated
|
|
|
|
Total Cash
|
|
|
Equity
|
|
|
Total Cash
|
|
|
Equity
|
|
|
|
Payout
|
|
|
Awards
|
|
|
Payout
|
|
|
Awards
|
|
|
Termination without Cause (or other than for Cause) or for
Good Reason(1)
|
|
$
|
869,500
|
(2)
|
|
|
|
|
|
$
|
1,466,667
|
(6)
|
|
|
|
|
Death
|
|
$
|
634,500
|
(3)
|
|
|
|
|
|
$
|
517,500
|
(7)
|
|
|
|
|
Disability
|
|
$
|
634,500
|
(3)
|
|
|
|
|
|
$
|
225,000
|
(8)
|
|
|
|
|
Change in Control
|
|
$
|
869,500
|
(4)
|
|
$
|
1,787,631
|
(5)
|
|
$
|
1,466,667
|
(6)(9)
|
|
$
|
1,732,629
|
(9)(10)
|
167
|
|
|
(1)
|
|
For a description of termination
provisions, see Narrative Description of Summary
Compensation and Grants of Plan-Based Awards
Employment-Related Agreements above.
|
|
(2)
|
|
Represents 100% of the bonus
potential for 2008 and 50% of annual base salary.
|
|
(3)
|
|
Mr. Boornazian would be
entitled to the pro rated annual bonus based on the actual bonus
earned for the year in which the date of termination occurs.
This amount represents 100% of the bonus potential for 2008.
|
|
(4)
|
|
On February 5, 2008, the
Compensation Committee approved an amendment to
Mr. Boornazians employment agreement to include a
Change-in-Control
provision. In the event of a change in control,
Mr. Boornazian would be entitled to 50% of his annual base
salary and 100% of the bonus potential based on the actual bonus
earned for the year in which the date of termination occurs. See
Employment Agreements Brian Boornazian.
|
|
(5)
|
|
Represents the acceleration of
vesting of the entire grant of 2006 options and 2006 performance
shares, the entire grant of the 2007 options and the 2007
performance shares and the entire grant of the 2008 performance
shares. With respect to options, the value is based on the
difference between the exercise price and the closing price of
our shares on December 31, 2008 of $24.25. With respect to
performance shares, the value is based on the closing price of
our shares on December 31, 2008. The amounts do not include
the (i) 2005 options, as the performance targets were not
met and the options were forfeited, (ii) 2005 performance
share awards, as the performance targets were not met and the
performance shares were forfeited and (iii) 2004 options as
the earned portion has vested and any remaining unearned
portions of the grant were forfeited due to non-achievement of
performance targets.
|
|
(6)
|
|
Represents the lesser of the
target annual incentive for the year in which termination occurs
and the average of the bonus received by Mr. Few for the
previous three years ($508,333) plus the sum of the highest
salary paid during the term of the agreement ($450,000) and the
average bonus actually earned during three years immediately
prior to termination ($508,333).
|
|
(7)
|
|
In respect of death, Mr. Few
would be entitled to the pro rated annual bonus based on the
actual bonus earned for the year in which the date of
termination occurs. This amount represents 100% of bonus
potential for 2008.
|
|
(8)
|
|
In respect of disability,
Mr. Few would be entitled to six months salary after
which he would be entitled to long-term disability benefits
under our health insurance coverage.
|
|
(9)
|
|
Same as Footnote 5 in the table
above.
|
|
(10)
|
|
Represents the acceleration of
vesting of the unearned portion of the 2003 options, the entire
grant of 2006 options and 2006 performance shares, the entire
grant of the 2007 options and 2007 performance shares, and the
entire grant of 2008 performance shares. With respect to
options, the value is based on the difference between the
exercise price and the closing price of our shares on
December 31, 2008 of $24.25. With respect to performance
shares, the value is based on the closing price of our shares on
December 31, 2008. The amounts do not include the
(i) 2005 options, as the performance targets were not met
and the options were forfeited, (ii) 2005 performance share
awards, as the performance targets were not met and the
performance shares were forfeited and (iii) 2004 options as
the earned portion has vested and any remaining unearned
portions of the grant were forfeited due to non-achievement of
performance targets.
|
We are not obligated to make any cash payments to these
executives if their employment is terminated by us for cause or
by the executive not for good reason. A change in control does
not affect the amount or timing of these cash severance payments.
168
Non-Employee
Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of 2008
|
|
|
Fair Value
|
|
|
|
Fees Earned
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
Stock
|
|
|
of 2008
|
|
|
|
or Paid in
|
|
|
Awards
|
|
|
Awards
|
|
|
All Other
|
|
|
|
|
|
Awards
|
|
|
Options
|
|
Name
|
|
Cash ($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
Compensation ($)
|
|
|
Total ($)
|
|
|
(#)(4)
|
|
|
(#)(5)
|
|
|
Liaquat Ahamed (5)
|
|
$
|
79,404
|
|
|
$
|
65,018
|
|
|
|
|
|
|
|
|
|
|
$
|
144,422
|
|
|
$
|
50,006
|
|
|
|
|
|
Matthew Botein (6)
|
|
$
|
72,281
|
|
|
$
|
65,635
|
|
|
|
|
|
|
|
|
|
|
$
|
137,916
|
|
|
$
|
50,006
|
|
|
|
|
|
Richard Bucknall (7)
|
|
$
|
133,442
|
|
|
$
|
65,635
|
|
|
|
|
|
|
|
|
|
|
$
|
199,077
|
|
|
$
|
50,006
|
|
|
|
|
|
John Cavoores (8)
|
|
$
|
77,281
|
|
|
$
|
69,230
|
|
|
$
|
3,342
|
|
|
|
|
|
|
$
|
149,853
|
|
|
$
|
50,006
|
|
|
|
|
|
Ian Cormack (9)
|
|
$
|
137,281
|
|
|
$
|
69,230
|
|
|
$
|
16,691
|
|
|
|
|
|
|
$
|
223,202
|
|
|
$
|
50,006
|
|
|
|
|
|
Heidi Hutter (10)
|
|
$
|
141,232
|
|
|
$
|
69,230
|
|
|
$
|
27,099
|
|
|
|
|
|
|
$
|
237,561
|
|
|
$
|
50,006
|
|
|
|
|
|
Glyn Jones (11)
|
|
$
|
370,480
|
|
|
$
|
133,514
|
|
|
$
|
3,342
|
|
|
|
|
|
|
$
|
507,336
|
|
|
$
|
199,997
|
|
|
|
|
|
David Kelso (12)
|
|
$
|
87,281
|
|
|
$
|
69,230
|
|
|
$
|
6,285
|
|
|
|
|
|
|
$
|
162,796
|
|
|
$
|
50,006
|
|
|
|
|
|
Norman Rosenthal (13)
|
|
$
|
87,281
|
|
|
$
|
69,230
|
|
|
$
|
16,691
|
|
|
|
|
|
|
$
|
173,202
|
|
|
$
|
50,006
|
|
|
|
|
|
|
|
|
(1)
|
|
Effective July 2007, for directors
who are paid for their services to Aspen Holdings in British
Pounds rather than U.S. Dollars such as Mr. Bucknall, his
remuneration is converted at an exchange rate of $1.779:£1.
For fees paid to directors in British Pounds such as
Mr. Jones for his salary of £200,000, and
Ms. Hutter and Mr. Bucknall, for their services to
AMAL, for reporting purposes, an exchange rate of
$1.8524:£1 has been used for 2008, the average rate of
exchange.
|
|
(2)
|
|
Consists of performance share
awards and restricted share units. Valuation is based on the
FAS 123(R) cost of all outstanding awards as recognized in
Note 16 of our financial statements, without regard to
forfeiture assumptions.
|
|
(3)
|
|
Consists of stock options.
Valuation is based on the FAS 123(R) cost of all
outstanding options as recognized in Note 16 of our
financial statements, without regard to forfeiture assumptions.
|
|
(4)
|
|
Valuation is based on the dollar
amount of restricted share units granted in 2008 recognized for
financial statement purposes pursuant to FAS 123(R). For
restricted share units granted on May 2, 2008, the
FAS 123(R) value is $26.14. Refer to Note 16 of our
financial statements with respect to non-employee director
awards.
|
|
(5)
|
|
Represents the pro rata amount of
the annual fee of $72,500 through February 6, 2008, the pro
rata amount of the board fee of $50,000 from February 6,
2008, $25,000 attendance fee ($5,000 for each board meeting
attended by a director) and the pro rated amount of $5,000 for
serving as the Chair of the Investment Committee with effect on
April 30, 2008. Mr. Ahamed was granted 847 restricted
share units on February 8, 2008 representing the pro rata
amount of restricted share units granted to members of the Board
on May 4, 2007 and 1,913 restricted share units on
May 2, 2008, of which 1,820 have vested and have been
issued.
|
|
(6)
|
|
Represents the pro rata amount of
the annual fee of $72,500 through February 6, 2008, the pro
rata amount of the annual board fee of $50,000 from
February 6, 2008 and $20,000 attendance fee ($5,000 for
each board meeting attended by a director). Mr. Botein was
granted 1,913 restricted share units on May 2, 2008, of
which 1,115 have vested as at December 31, 2008 and have
been issued. Mr. Botein also holds 1,500 ordinary shares
which have been issued upon vesting of the restricted share
units granted in 2007.
|
|
(7)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008, $25,000 attendance fee ($5,000 for each
board meeting attended by a director), $10,000 for serving on
the Audit Committee, $5,000 for serving as the Chair of the
Compensation Committee, $10,000 for serving as director of Aspen
U.K., and the pro rata amount of £20,000 for serving as
director of AMAL from February 28, 2008. Mr. Bucknall
was granted 1,913 restricted share units on May 2, 2008, of
which 1,115 have vested as at December 31,
|
169
|
|
|
|
|
2008 and have been issued.
Mr. Bucknall also holds 7,000 ordinary shares which include
the issuance of 1,500 ordinary shares upon the vesting of
restricted share units granted in 2007.
|
|
(8)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008 and $25,000 attendance fee ($5,000 for
each board meeting attended by a director). Mr. Cavoores
was granted 1,913 restricted share units on May 2, 2008, of
which 1,115 had vested as at December 31, 2008 and have
been issued. Mr. Cavoores also holds 1,845 ordinary shares
which have been issued upon the vesting of the restricted share
units granted in 2007. Mr. Cavoores also holds 2,012
unvested options.
|
|
(9)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008, $25,000 attendance fee ($5,000 for each
board meeting attended by a director), $25,000 fee for serving
as the Audit Committee Chairman, $10,000 for serving on the
Board of Aspen U.K. and $25,000 for serving as the Chair of the
Audit Committee of Aspen U.K. Mr. Cormack holds a total of
45,175 options as at December 31, 2008, of which 34,926
options have vested. Mr. Cormack was granted 1,913
restricted share units on May 2, 2008, of which 1,115 had
vested as at December 31, 2008. Mr. Cormack also holds
4,015 ordinary shares including the issuance of 1,845 ordinary
shares upon the vesting of restricted share units granted in
2007.
|
|
(10)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008, $25,000 attendance fee ($5,000 for each
board meeting attended by a director), $10,000 for serving as a
member of the Audit Committee, $5,000 for serving as the Chair
of the Risk Committee, $10,000 for serving on the Board of Aspen
U.K. and the pro rata amount of £25,000 for serving as the
Chair of AMAL from February 28, 2008. Eighty percent of the
total compensation is paid to The Black Diamond Group LLC, of
which Ms. Hutter is the Chief Executive Officer.
Ms. Hutter holds a total of 85,925 options as at
December 31, 2008, of which 69,861 options have vested.
Ms. Hutter was granted 1,913 restricted share units on
May 2, 2008, of which 1,115 had vested as at
December 31, 2008 and have been issued. Ms. Hutter
also holds 6,185 ordinary shares including the issuance of 1,845
ordinary shares upon the vesting of restricted share units
granted in 2007.
|
|
(11)
|
|
Represents Mr. Jones
annual salary of £200,000 (converted at £1: $1.8524).
In connection with his appointment as Chairman in 2007,
Mr. Jones was granted 7,380 restricted share units,
1/3
rd
of
which vests annually from the grant date; 2,460 shares have
vested and have been issued. Mr. Jones was also granted
7,651 restricted share units on May 2, 2008,
1/3
rd
of
which vests annually from the date of grant. Mr. Jones also
holds 2,012 unvested options.
|
|
(12)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008, $25,000 attendance fee ($5,000 for each
board meeting attended by a director) and $10,000 for serving as
a member of the Audit Committee. Mr. Kelso holds 4,435
outstanding unvested options as at December 31, 2008.
Mr. Kelso was granted 1,913 restricted share units on
May 2, 2008, of which 1,115 have vested as at
December 31, 2008 and have been issued. Mr. Kelso also
holds 3,845 ordinary shares including the issuance of 1,845
ordinary shares upon the vesting of restricted share units
granted in 2007.
|
|
(13)
|
|
Represents the pro rata amount of
the annual fee of $72,500, through February 6, 2008, the
pro rata amount of the annual board fee of $50,000 from
February 6, 2008, $25,000 attendance fee ($5,000 for each
board meeting attended by a director) and $10,000 for serving as
a member of the Audit Committee. Dr. Rosenthal holds a
total of 45,175 options as at December 31, 2008, of which
34,926 options have vested. Dr. Rosenthal was granted 1,913
restricted share units on May 2, 2008, of which 1,115 have
vested as at December 31, 2008 and have been issued.
Dr. Rosenthal also holds 8,695 ordinary shares including
the issuance of 1,845 ordinary shares upon the vesting of
restricted share units granted in 2007. Dr. Rosenthal will
not be standing for re-election at the next annual general
meeting on April 29, 2009. In recognition of his years of
service to the Company, the Compensation Committee agreed that
any unvested portions of previously awarded equity will vest on
April 29, 2009. Dr. Rosenthal will have a year from
such date to exercise his options. His unvested restricted share
units will vest in accordance with their terms, subject to the
final tranche vesting on April 29, 2009.
|
170
Summary
of Non-Employee Director Compensation
Annual Fees.
The compensation of non-executive
directors is benchmarked against peer companies and companies
listed on the FTSE 250, taking into account complexity, time
commitment and committee duties. With effect from
February 8, 2007, members of our Board of Directors who are
not otherwise affiliated with the Company as employees or
officers were paid an annual fee of $72,500. With effect from
February 6, 2008, this fee structure was replaced by an
annual fee of $50,000, plus a fee of $5,000 for each board
meeting (or single group of board
and/or
committee meetings) attended by the director. Directors who are
not employees of the Company, other than the Chairman, are
entitled to an annual grant of $50,000 in restricted share
units. The Chairman is entitled to an annual grant of $200,000
in restricted share units.
The chairman of each committee of our Board of Directors (other
than if the Chair is also the Chairman of the Board) other than
the Audit Committee receives an additional $5,000 per annum and
the Audit Committee chairman receives an additional $25,000 per
annum. Other members of the Audit Committee also receive an
additional $10,000 per annum for service on that Committee. In
addition, members of our Board of Directors who are also members
of the Board of Directors of Aspen U.K. receive an additional
$10,000 (Messrs. Bucknall and Cormack and Ms. Hutter).
Mr. Cormack also receives an additional $25,000 for serving
as the Chairman of the Audit Committee of Aspen U.K.
Ms. Hutter also receives £25,000 for serving as the
Chair of AMAL and Mr. Bucknall receives £20,000 for
serving as a director of AMAL.
Mr. Jones received an annual salary of £200,000 for
2008 for serving as Chairman of our Board of Directors.
Mr. Jones annual salary for 2009 will remain at
£200,000.
Non-Employee Directors Stock Option Plan.
At
our annual general meeting of shareholders held on May 25,
2006, our shareholders approved the 2006 Stock Option Plan for
non-employee directors of the Company (2006 Stock Option
Plan) under which a total of 400,000 ordinary shares may
be issued in relation to options granted under the 2006 Stock
Option Plan. At our annual general meeting on May 2, 2007,
the 2006 Stock Option Plan was amended and renamed the 2006
Stock Incentive Plan for Non-Employee Directors (the
Amended 2006 Stock Option Plan) to allow the
issuance of restricted share units.
Following the annual general meeting of our shareholders, on
May 25, 2006, our Board of Directors approved the grant of
4,435 options under the 2006 Stock Option Plan for each of the
non-employee directors at the time. Eighty percent of the
options granted to Ms. Hutter were issued to The Black
Diamond Group LLC, of which she is the Chief Executive Officer.
Messrs. Cavoores and Jones were not members of the Board of
Directors at the time of grant, and therefore did not receive
any options until following their appointment. The exercise
price is $21.96, the average of the high and low prices of the
Companys ordinary shares on the date of grant
(May 25, 2006). Each of Messrs. Jones and Cavoores
were granted 2,012 options on July 30, 2007, representing a
pro rated amount of the options granted to the directors in
2006, as they joined the Board on October 30, 2006 and did
not receive options in such year. Subject to the grantees
continued service as a director, the options will vest on the
third anniversary of the grant date.
Following the annual general meeting on May 2, 2007, our
Board of Directors approved the grant of 1,845 restricted share
units under the Amended 2006 Stock Option Plan for each of our
non-employee directors at the time, other than Mr. Jones,
our Chairman. The date of grant of the restricted share units is
May 4, 2007 (being the day on which our close period ends
following the release of our earnings). With respect to
Ms. Hutter, 80% of the restricted share units will be
issued to The Black Diamond Group LLC, of which she is the Chief
Executive Officer. In addition, Mr. Ahamed was granted 847
restricted share units on February 8, 2008, representing a
pro rated amount of the restricted share units granted to the
directors in 2007, as he joined the Board on October 31,
2007 and did not receive any restricted share units in such
year. Subject to the director remaining on the Board,
one-twelfth
(
1
/
12
)
of the restricted share units will vest on each one month
anniversary of the date of grant, with 100% of the restricted
share units becoming vested on the first anniversary of the
grant date. The shares under the restricted
171
share units will be paid out on the first anniversary of the
grant date. If a director leaves the Board for any reason other
than Cause (as defined in the award agreement), then
the director will receive the shares under the restricted share
units that have vested through the date the director leaves the
Board. In connection with Mr. Jones appointment as
our Chairman, he was granted 7,380 ordinary shares with a grant
date of May 4, 2007, one-third of which vests annually over
a three-year period from the date of grant.
On April 30, 2008, our Board of Directors approved the
grant of 1,913 restricted share units under the Amended 2006
Stock Option Plan for each of our non-employee directors at the
time, other than Mr. Jones, our Chairman. The date of grant
of the restricted share units is May 2, 2008 (being the day
on which our close period ends following the release of our
earnings). With respect to Ms. Hutter, 80% of the
restricted share units will be issued to The Black Diamond Group
LLC, of which she is the Chief Executive Officer. Subject to the
director remaining on the Board, one-twelfth
(
1
/
12
)
of the restricted share units will vest on each one month
anniversary of the date of grant, with 100% of the restricted
share units becoming vested on the first anniversary of the
grant date. All restricted share units which vest as at
December 31, 2008 will be issued as soon as practicable
after year-end, with the remainder being issued on the first
anniversary of the grant date. If a director leaves the Board
for any reason other than Cause (as defined in the
award agreement), then the director will receive the shares
under the restricted share units that have vested through the
date the director leaves the Board. Mr. Jones was granted
7,651 ordinary shares with a grant date of May 2, 2008,
one-third of which vests annually over a three-year period from
the date of grant.
172
Compensation
Committee Report
The following report is not deemed to be soliciting
material or to be filed with the SEC or
subject to the liabilities of Section 18 of the Exchange
Act, and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company
under the Securities Act or the Exchange Act.
Our Compensation Committee has reviewed the Compensation
Discussion and Analysis required by Item 402(b) of
Regulation S-K
under the Securities Act with management.
Based on the review and discussions with management, the
Compensation Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in the
Companys Annual Report on
Form 10-K.
|
|
|
|
|
Compensation Committee
Richard Bucknall (Chair)
Matthew Botein
John Cavoores
|
February 26, 2009
173
Audit
Committee Report
The following report is not deemed to be soliciting
material or to be filed with the SEC or
subject to the liabilities of Section 18 of the Exchange
Act, and the report shall not be deemed to be incorporated by
reference into any prior or subsequent filing by the Company
under the Securities Act or the Exchange Act.
This report is furnished by the Audit Committee of the Board of
Directors with respect to the Companys financial
statements for the year ended December 31, 2008. The Audit
Committee held four meetings in 2008.
The Audit Committee has established a Charter which outlines its
primary duties and responsibilities. The Audit Committee
Charter, which has been approved by the Board, is reviewed at
least annually and is updated as necessary.
The Companys management is responsible for the preparation
and presentation of complete and accurate financial statements.
The Companys independent registered public accounting
firm, KPMG Audit Plc, is responsible for performing an
independent audit of the Companys financial statements in
accordance with standards of the Public Company Accounting
Oversight Board (United States) and for issuing a report on
their audit.
In performing its oversight role in connection with the audit of
the Companys financial statements for the year ended
December 31, 2008, the Audit Committee has:
(1) reviewed and discussed the audited financial statements
with management; (2) reviewed and discussed with the
independent registered public accounting firm the matters
required by Statement of Auditing Standards No. 61, as
amended; and (3) received the written disclosures and the
letter from the independent registered public accounting firm
and reviewed and discussed with the independent registered
public accounting firm the matters required by the Public
Accounting Oversight Board regarding the independent registered
public accounting firms communications with the Audit
Committee concerning independence. Based on these reviews and
discussions, the Audit Committee has determined its independent
registered public accounting firm to be independent and has
recommended to the Board that the audited financial statements
be included in the Companys Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008 for filing with
the United States Securities and Exchange Commission
(SEC) and for presentation to the shareholders at
the 2009 Annual General Meeting.
|
|
|
|
|
Audit Committee
Ian Cormack (Chair)
Richard Bucknall
Heidi Hutter
David Kelso
Norman L. Rosenthal
|
February 26, 2009
174
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
BENEFICIAL
OWNERSHIP
The following table sets forth information as of
February 17, 2009 (including, in this table only, options
that would be exercisable by March 19, 2009) regarding
beneficial ownership of ordinary shares and the applicable
voting rights attached to such share ownership in accordance
with our bye-laws by:
|
|
|
|
|
each person known by us to beneficially own approximately 5% or
more of our outstanding ordinary shares;
|
|
|
|
each of our directors;
|
|
|
|
each of our named executive officers; and
|
|
|
|
all of our executive officers and directors as a group.
|
As of February 17, 2009, 81,534,032 ordinary shares were
outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
Number of Ordinary
|
|
|
Ordinary Shares
|
|
Name and Address of Beneficial Owner(1)
|
|
Shares(2)
|
|
|
Outstanding(2)
|
|
|
Barclays Global Investors, NA (3)
|
|
|
4,363,103
|
|
|
|
5.3
|
%
|
400 Howard Street
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
Snow Capital Management, L.P. (4)
|
|
|
3,953,384
|
|
|
|
4.8
|
%
|
2100 Georgetowne Drive, Suite 400
Sewickley, PA 15143
|
|
|
|
|
|
|
|
|
FMR LLC (5)
|
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|
3,491,806
|
|
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|
4.2
|
%
|
82 Devonshire Street
Boston, MA 02109
|
|
|
|
|
|
|
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|
Glyn Jones
|
|
|
2,460
|
|
|
|
|
*
|
Christopher OKane (6)
|
|
|
998,628
|
|
|
|
1.2
|
%
|
Richard Houghton
|
|
|
1,573
|
|
|
|
|
*
|
Julian Cusack (7)
|
|
|
237,580
|
|
|
|
|
*
|
Brian Boornazian (8)
|
|
|
83,628
|
|
|
|
|
*
|
James Few (9)
|
|
|
192,212
|
|
|
|
|
*
|
Liaquat Ahamed (10)
|
|
|
2,438
|
|
|
|
|
*
|
Matthew Botein (11)
|
|
|
3,092
|
|
|
|
|
*
|
Richard Bucknall (12)
|
|
|
8,592
|
|
|
|
|
*
|
John Cavoores (13)
|
|
|
3,437
|
|
|
|
|
*
|
Ian Cormack (14)
|
|
|
40,533
|
|
|
|
|
*
|
Heidi Hutter (15)
|
|
|
77,638
|
|
|
|
|
*
|
David Kelso (16)
|
|
|
5,437
|
|
|
|
|
*
|
Norman Rosenthal (17)
|
|
|
45,213
|
|
|
|
|
*
|
All directors and executive officers as a group (22 persons)
|
|
|
2,007,676
|
|
|
|
2.4
|
%
|
|
|
|
*
|
|
Less than 1%
|
|
(1)
|
|
Unless otherwise stated, the
address for each director and officer is
c/o Aspen
Insurance Holdings Limited, Maxwell Roberts Building, 1 Church
Street, Hamilton HM 11, Bermuda.
|
|
(2)
|
|
Represents the outstanding
ordinary shares. With respect to the directors and officers,
includes the vested options exercisable and awards issuable for
ordinary shares.
|
|
|
|
Our bye-laws generally provide for
voting adjustments in certain circumstances.
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175
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|
(3)
|
|
As filed with the SEC on
Schedule 13G by Barclays Global Investors, NA on
February 5, 2009. Barclays Global Investors, NA holds sole
dispositive power over 2,242,228 ordinary shares and Barclays
Global Fund Advisors holds sole dispositive power over
2,120,875 ordinary shares.
|
|
(4)
|
|
As filed with the SEC on
Schedule 13G/A by Snow Capital Management, L.P. on
February 11, 2009.
|
|
(5)
|
|
As filed with the SEC on
Schedule 13G/A by FMR LLC on February 17, 2009.
Fidelity Management & Research Company, a wholly-owned
subsidiary of FMR LLC and an investment adviser registered under
the Investment Adviser Act of 1940, is the beneficial owner of
3,032,506 ordinary shares, as a result of acting as investment
adviser to various investment companies registered under the
Investment Company Act of 1940. Pyramis Global Advisors
Trust Company, 53 State Street, Boston, MA, 02109, an
indirect wholly-owned, subsidiary of FMR LLC, is the beneficial
owner of 454,100 ordinary shares. FIL Limited, Pembroke Hall, 42
Crow Lane, Hamilton, Bermuda, and various foreign-based
subsidiaries provide investment advisory and management services
to
non-U.S.
investment companies and certain institutional investors, is the
beneficial owner of 5,200 ordinary shares.
|
|
(6)
|
|
Includes 31,170 ordinary shares,
961,611 ordinary shares issuable upon exercise of vested options
as well as 5,847 performance shares that vest and are issuable
upon filing of this report, held by Mr. OKane.
|
|
(7)
|
|
Represents ordinary shares
issuable upon exercise of 233,406 vested options and 3,935
performance shares that vest and are issuable upon filing of
this report, held by Mr. Cusack.
|
|
(8)
|
|
Includes 20,444 ordinary shares,
59,727 ordinary shares issuable upon exercise of vested options
and 3,457 performance shares that vest and are issuable upon
filing of this report, held by Mr. Boornazian.
|
|
(9)
|
|
Includes 4,290 ordinary shares,
182,763 ordinary shares issuable upon exercise of vested options
and 5,159 performance shares that vest and are issuable upon
filing of this report, held by Mr. Few.
|
|
(10)
|
|
Represents 1,820 ordinary shares
and 618 vested restricted share units that are issuable.
|
|
(11)
|
|
Represents 2,615 ordinary shares
and 477 vested restricted share units that are issuable.
|
|
(12)
|
|
Represents 8,115 ordinary shares
and 477 vested restricted share units that are issuable.
|
|
(13)
|
|
Represents 2,960 ordinary shares
and 477 vested restricted share units that are issuable.
|
|
(14)
|
|
Includes 5,130 ordinary shares,
34,926 ordinary shares issuable upon exercise of vested options
held by Mr. Cormack and 477 vested restricted share units
that are issuable.
|
|
(15)
|
|
Ms. Hutter, one of our
directors, is the beneficial owner of 1,462 ordinary shares. As
Chief Executive Officer of The Black Diamond Group, LLC,
Ms. Hutter has shared voting and investment power over the
5,838 ordinary shares beneficially owned by The Black Diamond
Group, LLC. The business address of Ms. Hutter is
c/o Black
Diamond Group, 515 Congress Avenue, Suite 2220, Austin,
Texas 78701. Ms. Hutter also holds vested options
exercisable for 69,861 ordinary shares and 477 vested restricted
share units that are issuable.
|
|
(16)
|
|
Includes 4,960 ordinary shares and
477 vested restricted share units that are issuable.
|
|
(17)
|
|
Includes 9,810 ordinary shares,
34,926 ordinary shares issuable upon exercise of vested options
held by Dr. Rosenthal and 477 vested restricted share units
that are issuable. Dr. Rosenthal, one of our directors, was
nominated by Blackstone and appointed by the Board of Directors.
Dr. Rosenthal disclaims beneficial ownership of any
ordinary shares held by Blackstone from time to time. The
business address of Dr. Rosenthal is
c/o Norman
L. Rosenthal & Associates, Inc., 415 Spruce Street,
Philadelphia, PA 19106.
|
176
The table below includes securities to be issued upon exercise
of options granted pursuant to the Companys
2003 Share Incentive Plan and the Amended 2006 Stock Option
Plan as of December 31, 2008. The 2003 Share Incentive
Plan, as amended, and the 2006 Stock Option Plan were approved
by shareholders at our annual general meetings.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Number of Securities to
|
|
|
Exercise
|
|
|
Equity Compensation
|
|
|
|
Be Issued Upon Exercise
|
|
|
of Price of Outstanding
|
|
|
Plans (Excluding
|
|
|
|
of Outstanding Options,
|
|
|
Options, Warrants and
|
|
|
Securities Reflected in
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Rights(1)
|
|
|
Column A)
|
|
|
Equity compensation plans approved by security holders
|
|
|
5,010,319
|
|
|
$
|
14.75
|
|
|
|
3,526,136
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
5,010,319
|
|
|
$
|
14.75
|
|
|
|
3,526,136
|
|
|
|
|
(1)
|
|
The weighted average exercise
price calculation includes option exercise prices between $16.20
and $27.28 plus outstanding restricted share units and
performance shares which have a $Nil exercise price.
|
177
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The review and approval of any direct or indirect transactions
between Aspen and related persons is governed by the
Companys Code of Conduct, which provides guidelines for
any transaction which may create a conflict of interest between
us and our employees, officers or directors and members of their
immediate family. Pursuant to the Code of Conduct, we will
review personal benefits received, personal financial interest
in a transaction and certain business relationships in
evaluating whether a conflict of interest exists. The Audit
Committee is responsible for applying the Companys policy
and approving certain individual transactions.
Director
Independence
Under the NYSE Corporate Governance Standards applicable to
U.S. domestic issuers, a majority of the Board of Directors
(and each member of the Audit, Compensation and Nominating and
Corporate Governance Committees) must be independent. The
Company currently qualifies as a foreign private issuer, and as
such is not required to meet all of the NYSE Corporate
Governance Standards. The Board of Directors may determine a
director to be independent if the director has no disqualifying
relationship as enumerated in the NYSE Corporate Governance
Standards and if the Board of Directors has affirmatively
determined that the director has no direct or indirect material
relationship with the Company. Independence determinations are
made on an annual basis at the time the Board of Directors
approves director nominees for inclusion in the annual proxy
statement and, if a director joins the Board of Directors
between annual meetings, at such time.
Our Board of Directors reviews various transactions,
relationships and arrangements of individual directors in
determining whether they are independent. With respect to
Mr. Botein, the Board of Directors considered the
Companys 2008 transactions, if any, with Integro Limited,
an insurance broker and his position on the Board of Cyrus
Reinsurance Holdings Limited and Cyrus Reinsurance
Holdings II Limited (collectively Cyrus),
sidecars Highfields formed with XL Capital. With respect to
Mr. Cavoores, the Board considered his position on the
Board of Cyrus and his advisory services to The Blackstone
Group. In connection with Dr. Rosenthals
independence, the Board of Directors reviewed reinsurance
arrangements between the Company and affiliates of The Plymouth
Rock Company, an insurance company, and transactions with Arthur
J. Gallagher, an insurance broker. In addition, the Board of
Directors considered Mr. Cormacks role as a
non-executive director of Pearl Assurance Group Ltd., Pearl
Assurance, London Life Assurance, National Provident Assurance
and Europe-Arab Bank plc as well as his positions as Chairman of
Aberdeen Growth Opportunities Venture Capital Trust 2 plc,
Entertaining Finance Ltd., Bank Training and Development Ltd.,
Carbon Reductions Ltd. and Deputy Chairman of Qatar Insurance
Platform.
The Board of Directors has made the determination that
Messrs. Ahamed, Botein, Bucknall, Cavoores, Cormack, Kelso,
Dr. Rosenthal and Ms. Hutter are independent and have
no material relationships with the Company.
The Board of Directors has determined that the Audit Committee
is comprised entirely of independent directors, in accordance
with the NYSE Corporate Governance Standards. In addition, the
Board of Directors has determined that as of the date of this
report all members of the Compensation Committee are independent.
Effective May 2, 2007, Mr. Jones was elected member
and chairman of the Corporate Governance and Nominating
Committee. As he is not deemed independent under the NYSE
standards, the Corporate Governance and Nominating Committee is
not composed of solely independent directors.
178
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
The following table represents aggregate fees billed to the
Company for fiscal years ended December 31, 2008 and 2007
by KPMG Audit Plc (KPMG), the Companys
principal accounting firm.
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in thousands)
|
|
|
Audit Fees (a)
|
|
$
|
2,685.3
|
|
|
$
|
2,009.3
|
|
Audit-Related Fees (b)
|
|
$
|
206.0
|
|
|
$
|
382.5
|
|
Tax Fees (c)
|
|
|
|
|
|
|
|
|
All Other Fees (d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
2,891.3
|
|
|
$
|
2,391.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Audit fees related to the audit of
the Companys financial statements for the twelve months
ended December 31, 2008 and 2007, the review of the
financial statements included in our quarterly reports on
Form 10-Q
during 2008 and 2007 and for services that are normally provided
by KPMG in connection with statutory and regulatory filings for
the relevant fiscal years.
|
|
(b)
|
|
Audit-related fees are fees
related to assurance and related services for the performance of
the audit or review of the Companys financial statements
(other than the audit fees disclosed above).
|
|
(c)
|
|
Tax fees are fees related to tax
compliance, tax advice and tax planning services.
|
|
(d)
|
|
All other fees relate to fees
billed to the Company by KPMG for all other non-audit services
rendered to the Company.
|
The Audit Committee has considered whether the provision of
non-audit services by KPMG is compatible with maintaining
KPMGs independence with respect to the Company and has
determined that the provision of the specified non-audit
services is consistent with and compatible with KPMG maintaining
its independence. The Audit Committee approved all services that
were provided by KPMG.
179
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
(a) Financial Statements, Financial Statement Schedules and
Exhibits
1. Financial Statements: The Consolidated
Financial Statements of Aspen Insurance Holdings Limited and
related Notes thereto are listed in the accompanying Index to
Consolidated Financial Statements and Reports on
page F-1
and are filed as part of this Report.
2. Financial Statement Schedules: The
Schedules to the Consolidated Financial Statements of Aspen
Insurance Holdings Limited are listed in the accompanying Index
to Schedules to Consolidated Financial Statements on
page S-1
and are filed as part of this Report.
3. Exhibits:
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
3
|
.1
|
|
Certificate of Incorporation and Memorandum of Association
(incorporated herein by reference to exhibit 3.1 to the
Companys 2003 Registration Statement on
Form F-1
(Registration
No. 333-110435))
|
|
3
|
.2
|
|
Amended and Restated Bye-laws (incorporated herein by reference
to exhibit 3.1 to the Companys Current Report on
Form 8-K
filed on May 5, 2008)
|
|
4
|
.1
|
|
Specimen Ordinary Share Certificate (incorporated herein by
reference to exhibit 4.1 to the Companys 2003
Registration Statement on
Form F-1
(Registration
No. 333-110435))
|
|
4
|
.2
|
|
Amended and Restated Instrument Constituting Options to
Subscribe for Shares in Aspen Insurance Holdings Limited, dated
September 30, 2005 (incorporated herein by reference to
exhibit 4.1 to the Companys Current Report on
Form 8-K
filed on September 30, 2005)
|
|
4
|
.3
|
|
Indenture between Aspen Insurance Holdings Limited and Deutsche
Bank Trust Company Americas, as trustee dated as of
August 16, 2004 (incorporated herein by reference to
exhibit 4.3 to the Companys 2004 Registration
Statement on
Form F-1
(Registration
No. 333-119-314))
|
|
4
|
.4
|
|
First Supplemental Indenture by and between Aspen Insurance
Holdings Limited, as issuer and Deutsche Bank Trust Company
Americas, as trustee dated as of August 16, 2004
(incorporated herein by reference to exhibit 4.4 to the
Companys 2004 Registration Statement on
Form F-1
(Registration
No. 333-119-314))
|
|
4
|
.5
|
|
Certificate of Designations of the Companys Perpetual
PIERS, dated December 12, 2005 (incorporated herein by
reference to exhibit 4.1 to the Companys Current
Report on
Form 8-K
filed on December 13, 2005)
|
|
4
|
.6
|
|
Specimen Certificate for the Companys Perpetual PIERS
(incorporated herein by reference to the form of which is in
exhibit 4.1 to the Companys Current Report on
Form 8-K
filed on December 13, 2005)
|
|
4
|
.7
|
|
Certificate of Designations of the Companys Preference
Shares, dated December 12, 2005 (incorporated herein by
reference to exhibit 4.3 to the Companys Current
Report on
Form 8-K
filed on December 13, 2005)
|
|
4
|
.8
|
|
Specimen Certificate for the Companys Preference Shares
(incorporated herein by reference to the form of which is in
exhibit 4.3 to the Companys Current Report on
Form 8-K
filed on December 13, 2005)
|
|
4
|
.9
|
|
Form of Certificate of Designations of the Companys
Perpetual Preference Shares, dated November 15, 2006
(incorporated herein by reference to exhibit 4.1 to the
Companys Current Report on
Form 8-K
filed on November 15, 2006)
|
|
4
|
.10
|
|
Specimen Certificate for the Companys Perpetual Preference
Shares, (incorporated herein by reference to the form of which
is in exhibit 4.1 to the Companys Current Report on
Form 8-K
filed on November 15, 2006)
|
|
4
|
.11
|
|
Form of Replacement Capital Covenant, dated November 15,
2006 (incorporated herein by reference to exhibit 4.3 to
the Companys Current Report on
Form 8-K
filed on November 15, 2006)
|
180
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.1
|
|
Amended and Restated Shareholders Agreement, dated as of
September 30, 2003 among the Company and each of the
persons listed on Schedule A thereto (incorporated herein
by reference to exhibit 10.1 to the Companys 2003
Registration Statement on
Form F-1
(Registration
No. 333-110435))
|
|
10
|
.2
|
|
Third Amended and Restated Registration Rights Agreement dated
as of November 14, 2003 among the Company and each of the
persons listed on Schedule 1 thereto (incorporated herein
by reference to exhibit 10.2 to the Companys 2003
Registration Statement on
Form F-1
(Registration
No. 333-110435))
|
|
10
|
.3
|
|
Service Agreement dated September 24, 2004 among
Christopher OKane, Aspen Insurance UK Services Limited and
the Company (incorporated herein by reference to
exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on September 24, 2004)*
|
|
10
|
.4
|
|
Service Agreement between Julian Cusack and Aspen Insurance UK
Services Limited, dated May 1, 2008 (incorporated herein by
reference to exhibit 10.1 to the Companys Quarterly
Report on
Form 10-Q
for six months ended June 30, 2008, filed August 6,
2008)*
|
|
10
|
.5
|
|
Amended and Restated Service Agreement between Julian Cusack and
the Company, dated May 13, 2008 (incorporated herein by
reference to exhibit 10.2 to the Companys Quarterly
Report on
Form 10-Q
for six months ended June 30, 2008, filed August 6,
2008)*
|
|
10
|
.6
|
|
Service Agreement dated March 10, 2005 between James Few
and Aspen Insurance Limited (incorporated herein by reference to
exhibit 10.20 to the Companys Annual Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
|
10
|
.7
|
|
Employment Agreement dated January 12, 2004 between Brian
Boornazian and Aspen Insurance U.S. Services Inc. (incorporated
herein by reference to exhibit 10.8 to the Companys
Annual Report on
Form 10-K
for fiscal year ended December 31, 2005, filed on
March 6, 2006)*
|
|
10
|
.8
|
|
Addendum, dated February 5, 2008, to the Employment
Agreement dated January 12, 2004 between Brian Boornazian
and Aspen Insurance U.S. Services Inc. (incorporated herein by
reference to exhibit 10.7 to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007, filed on
February 29, 2008)*
|
|
10
|
.9
|
|
Amendment to Brian Boornazians Employment Agreement, dated
October 28, 2008 (incorporated herein by reference to
exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on November 3, 2008), as further amended, dated
December 31, 2008, and filed with this report*
|
|
10
|
.10
|
|
Appointment Letter between Glyn Jones and Aspen Insurance
Holdings Limited, dated April 19, 2007 (incorporated herein
by reference to exhibit 10.2 to the Companys
Quarterly Report on
Form 10-Q
for three months ended March 31, 2007, filed May 9,
2007)
|
|
10
|
.11
|
|
Letter Agreement between Aspen Insurance Holdings Limited and
Julian Cusack, dated November 1, 2007 (incorporated herein
by reference to exhibit 10.1 to the Companys Current
Report on
Form 8-K,
filed November 5, 2007)*
|
|
10
|
.12
|
|
Service Agreement dated April 3, 2007 among Richard David
Houghton and Aspen Insurance UK Services Limited (incorporated
herein by reference to exhibit 10.1 to the Companys
Current Report on
Form 8-K
filed on April 9, 2007)*
|
|
10
|
.13
|
|
Amendment to Richard David Houghtons Service Agreement,
dated May 13, 2008 (incorporated herein by reference to
exhibit 10.3 to the Companys Quarterly Report on
Form 10-Q
for six months ended June 30, 2008, filed August 6,
2008)*
|
|
10
|
.14
|
|
Letter to Richard David Houghton dated April 3, 2007
(incorporated herein by reference to exhibit 10.2 to the
Companys Current Report on
Form 8-K
filed April 9, 2007)*
|
|
10
|
.15
|
|
Aspen Insurance Holdings Limited 2003 Share Incentive Plan,
as amended dated February 6, 2008 (incorporated herein by
reference to exhibit 10.12 to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007, filed on
February 29, 2008)*
|
|
10
|
.16
|
|
Amendment to the Aspen Insurance Holdings Limited Amended
2003 Share Incentive Plan (incorporated herein by reference
to exhibit 10.1 to the Companys Quarterly Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
181
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.17
|
|
Aspen Insurance Holdings Limited 2006 Stock Incentive Plan for
Non-Employee Directors, as amended dated March 21, 2007
(incorporated herein by reference to exhibit 10.1 to the
Companys Current Report on
Form 8-K
filed on May 7, 2007)*
|
|
10
|
.18
|
|
Amendment to the Aspen Insurance Holdings Limited 2006 Stock
Incentive Plan for Non-Employee Directors (incorporated herein
by reference to exhibit 10.2 to the Companys
Quarterly Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
|
10
|
.19
|
|
Employee Share Purchase Plan, including the International
Employee Share Purchase Plan of Aspen Insurance Holdings Limited
(incorporated herein by reference to exhibit 10.1 to the
Companys Current Report on
Form 8-K
filed on May 5, 2008)*
|
|
10
|
.20
|
|
Aspen Insurance Holdings Limited 2008 Sharesave Scheme
(incorporated herein by reference to exhibit 99.2 to the
Companys Registration Statement on
Form S-8
filed on November 4, 2008)*
|
|
10
|
.21
|
|
Five-Year Credit Agreement, dated as of August 2, 2005, by
and among the Company, certain of its direct and indirect
subsidiaries, the lenders party thereto, Barclays Bank plc, as
administrative agent and letter of credit issuer, Bank of
America, N.A. and Calyon, New York Branch, as co-syndication
agents, Credit Suisse, Cayman Islands Branch and Deutsche Bank
AG, New York Branch, as co-documentation agents, The Bank of New
York, as collateral agent (incorporated herein by reference to
exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on August 4, 2005)
|
|
10
|
.22
|
|
Amendment, dated as of April 13, 2006, to the Credit
Agreement, dated as of August 2, 2005, among the Company,
certain of its direct and indirect subsidiaries, the lenders
party thereto, Barclays Bank plc, as administrative agent, Bank
of America, N.A. and Calyon, New York Branch, as co-syndication
agents, Credit Suisse, Cayman Islands Branch and Deutsche Bank
AG, New York Branch, as co-documentation agents, and The Bank of
New York, as collateral agent (incorporated herein by reference
to exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on April 18, 2006)
|
|
10
|
.23
|
|
Second Amendment, dated as of June 28, 2007, to the Credit
Agreement, dated as of August 2, 2005, among the Company,
certain of its direct and indirect subsidiaries, the lenders
party thereto, Barclays Bank plc, as administrative agent, Bank
of America, N.A. and Calyon, New York Branch, as co-syndication
agents, Credit Suisse, Cayman Islands Branch and Deutsche Bank
AG, New York Branch, as co-documentation agents, and The Bank of
New York, as collateral agent (incorporated herein by reference
to exhibit 10.1 to the Companys Current Report on
Form 8-K
filed on June 29, 2007)
|
|
10
|
.24
|
|
Commitment Increase Supplement, dated September 1, 2006, to
the Credit Agreement dated as of August 2, 2005, among the
Company, certain of its direct and indirect subsidiaries, the
lenders party thereto, Barclays Bank plc, as administrative
agent, Bank of America, N.A. and Calyon, New York Branch, as
co-syndication agents, Credit Suisse, Cayman Islands Branch and
Deutsche Bank AG, New York Branch, as co-documentation agents,
and The Bank of New York, as collateral agent (incorporated
herein by reference to exhibit 10.1 to the Companys
Current Report on
Form 8-K
filed on September 1, 2006)
|
|
10
|
.25
|
|
Form of Shareholders Agreement between the Company and
certain employee and/or director shareholders and/or
optionholders (incorporated herein by reference to
exhibit 4.11 to the Companys 2005 Registration
Statement on
Form F-3
(Registration
No. 333-122571))*
|
|
10
|
.26
|
|
Form of First Amendment to Shareholders Agreement between
the Company and certain employee and/or director shareholders
and/or optionholders, dated as of May 4, 2007 (incorporated
herein by reference to exhibit 10.3 to the Companys
Current Report on
Form 8-K
filed on May 7, 2007)*
|
|
10
|
.27
|
|
Form of Option Agreement relating to initial option grants under
the 2003 Share Incentive Plan (incorporated herein by
reference to exhibit 10.21 to the Companys Annual
Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
|
10
|
.28
|
|
Form of Option Agreement relating to options granted in 2004
under the 2003 Share Incentive Plan (incorporated herein by
reference to exhibit 10.22 to the Companys Annual
Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
182
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.29
|
|
Form of Performance Share Award Agreement relating to grants in
2004 under the 2003 Share Incentive Plan (incorporated
herein by reference to exhibit 10.23 to the Companys
Annual Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
|
10
|
.30
|
|
Form of Option Agreement relating to options granted in 2005
under the 2003 Share Incentive Plan (incorporated herein by
reference to exhibit 10.24 to the Companys Annual
Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
|
10
|
.31
|
|
Form of Performance Share Award Agreement relating to grants in
2005 under the Share Incentive Plan (incorporated herein by
reference to exhibit 10.25 to the Companys Annual
Report on
Form 10-K
for fiscal year ended December 31, 2004, filed on
March 14, 2005)*
|
|
10
|
.32
|
|
Form of letter amendment to the Option Agreements relating to
options granted in 2004 and 2005 and Performance Share Award
Agreements relating to grants in 2004 and 2005 to certain
Bermudian employees including James Few (incorporated herein by
reference to exhibit 10.26 to the Companys Quarterly
Report on
Form 10-Q
for nine months ended September 30, 2005, filed on
November 9, 2005)*
|
|
10
|
.33
|
|
Form of Option Agreement relating to options granted in 2006
under the 2003 Share Incentive Plan (incorporated herein by
reference to exhibit 10.24 to the Companys Annual
Report on
Form 10-K
for fiscal year ended December 31, 2005, filed on
March 6, 2006)*
|
|
10
|
.34
|
|
Form of Performance Share Award Agreement relating to grants in
2006 under the 2003 Share Incentive Plan (incorporated
herein by reference to exhibit 10.25 to the Companys
Annual Report on
Form 10-K
for fiscal year ended December 31, 2005, filed on
March 6, 2006)*
|
|
10
|
.35
|
|
Amendment to Form of 2006 Performance Share Award Agreement
(incorporated herein by reference to exhibit 10.3 to the
Companys Quarterly Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
|
10
|
.36
|
|
2006 Option Plan for Non-Employee Directors (incorporated herein
by reference to exhibit 10.1 to the Companys Current
Report on
Form 8-K,
filed May 26, 2006)*
|
|
10
|
.37
|
|
Form of Non-Employee Director Nonqualified Share Option
Agreement (incorporated herein by reference to exhibit 10.2
to the Companys Current Report on
Form 8-K,
filed May 26, 2006)*
|
|
10
|
.38
|
|
Form of Non-Employee Director Restricted Share Unit Award
Agreement (incorporated herein by reference to exhibit 10.2
to the Companys Current Report on
Form 8-K,
filed on May 7, 2007)*
|
|
10
|
.39
|
|
Form of 2008 Non-Employee Director Restricted Share Unit Award
Agreement (incorporated herein by reference to exhibit 10.5
to the Companys Quarterly Report on
Form 10-Q
for six months ended June 30, 2008, filed August 6,
2008)*
|
|
10
|
.40
|
|
Form of Restricted Share Unit Award Agreement, filed with this
report*
|
|
10
|
.41
|
|
Amendment to Form of Restricted Share Unit Award Agreement (U.S.
version) (incorporated herein by reference to exhibit 10.5
to the Companys Quarterly Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
|
10
|
.42
|
|
Amendment to Form of Restricted Share Unit Award Agreement (U.S.
employees employed outside the U.S.) (incorporated herein by
reference to exhibit 10.6 to the Companys Quarterly
Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
|
10
|
.43
|
|
Form of Option Agreement relating to options granted in 2007
under the 2003 Share Incentive Plan (incorporated herein by
reference to exhibit 10.1 to the Companys Quarterly
Report on
Form 10-Q
for six months ended June 30, 2007, filed August 7,
2007)*
|
|
10
|
.44
|
|
Form of Performance Share Award relating to performance shares
granted in 2007 under the 2003 Share Incentive Plan
(incorporated herein by reference to exhibit 10.2 to the
Companys Quarterly Report on
Form 10-Q
for six months ended June 30, 2007, filed August 7,
2007)*
|
|
10
|
.45
|
|
Amendment to Form of 2007 Performance Share Agreement
(incorporated herein by reference to exhibit 10.4 to the
Companys Quarterly Report on
Form 10-Q
for nine months ended September 30, 2008, filed
November 10, 2008)*
|
|
10
|
.46
|
|
Form of 2008 Performance Share Agreement (incorporated herein by
reference to exhibit 10.4 to the Companys Quarterly
Report on
Form 10-Q
for six months ended June 30, 2008, filed August 6,
2008)*
|
183
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
10
|
.47
|
|
Share Purchase Agreement, dated May 13, 2008, among the
Company, Halifax EES Trustees International Limited and various
Candover Investments plc entities (incorporated herein by
reference to exhibit 10.1 to the Companys Current
Report on
Form 8-K,
filed on May 14, 2008)
|
|
10
|
.48
|
|
Master Confirmation, dated as of September 28, 2007,
between the Company and Goldman, Sachs & Co. relating
to the accelerated share purchase program (incorporated herein
by reference to exhibit 10.1 to the Companys
Quarterly Report on
Form 10-Q
for nine months ended September 30, 2007, filed
November 8, 2007)
|
|
10
|
.49
|
|
Supplemental Confirmation, dated as of September 28, 2007,
between the Company and Goldman, Sachs & Co. relating
to the accelerated share purchase program (incorporated herein
by reference to exhibit 10.1 to the Companys
Quarterly Report on
Form 10-Q
for nine months ended September 30, 2007, filed
November 8, 2007)
|
|
10
|
.50
|
|
Supplemental Confirmation, dated as of November 9, 2007,
between the Company and Goldman, Sachs & Co. relating
to the accelerated share purchase program (incorporated herein
by reference to exhibit 10.37 to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007, filed on
February 29, 2008)
|
|
10
|
.51
|
|
Amendment Agreement, dated as of November 9, 2007, between
the Company and Goldman, Sachs & Co. relating to the
accelerated share purchase program (incorporated herein by
reference to exhibit 10.38 to the Companys Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2007, filed on
February 29, 2008)
|
|
10
|
.52
|
|
Committed Letter of Credit Facility dated October 11, 2006
between Aspen Insurance Limited and Citibank Ireland Financial
Services plc. (incorporated herein by reference to
exhibit 10.1 to the Companys Current Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.53
|
|
Insurance Letters of Credit Master Agreement dated
December 15, 2003 between Aspen Insurance Limited and
Citibank Ireland Financial Services plc. (incorporated herein by
reference to exhibit 10.2 to the Companys Current
Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.54
|
|
Pledge Agreement dated January 17, 2006 between Aspen
Insurance Limited and Citibank, N.A. (incorporated herein by
reference to exhibit 10.3 to the Companys Current
Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.55
|
|
Side Letter relating to the Pledge Agreement, dated
January 27, 2006 between Aspen Insurance Limited and
Citibank, N.A. (incorporated herein by reference to
exhibit 10.4 to the Companys Current Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.56
|
|
Assignment Agreement dated October 11, 2006 among Aspen
Insurance Limited, Citibank, N.A., Citibank Ireland Financial
Services plc and The Bank of New York (incorporated herein by
reference to exhibit 10.5 to the Companys Current
Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.57
|
|
Letter Agreement dated October 11, 2006 between Aspen
Insurance Limited and Citibank Ireland Financial Services plc.
(incorporated herein by reference to exhibit 10.6 to the
Companys Current Report on
Form 8-K,
filed October 13, 2006)
|
|
10
|
.58
|
|
Amendment to Committed Letter of Credit Facility dated
October 29, 2008 between Aspen Insurance Limited and
Citibank Europe plc (incorporated herein by reference to
exhibit 10.1 to the Companys Current Report on
Form 8-K,
filed November 4, 2008)
|
|
10
|
.59
|
|
Amendment to Pledge Agreement dated October 29, 2008
between Aspen Insurance Limited and Citibank Europe plc
(incorporated herein by reference to exhibit 10.2 to the
Companys Current Report on
Form 8-K,
filed November 4, 2008)
|
|
21
|
.1
|
|
Subsidiaries of the Company, filed with this report
|
|
23
|
.1
|
|
Consent of KPMG Audit Plc, filed with this report
|
|
24
|
.1
|
|
Power of Attorney for officers and directors of Aspen Insurance
Holdings Limited (included on the signature page of this report)
|
|
31
|
.1
|
|
Officer Certification of Christopher OKane, Chief
Executive Officer of Aspen Insurance Holdings Limited, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, filed with this report
|
184
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
31
|
.2
|
|
Officer Certification of Richard Houghton, Chief Financial
Officer of Aspen Insurance Holdings Limited, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
with this report
|
|
32
|
.1
|
|
Officer Certification of Christopher OKane, Chief
Executive Officer of Aspen Insurance Holdings Limited, and
Richard Houghton, Chief Financial Officer of Aspen Insurance
Holdings Limited, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, submitted with this report
|
|
|
|
*
|
|
This exhibit is a management
contract or compensatory plan or arrangement.
|
185
EXCHANGE
RATE INFORMATION
Unless this report provides a different rate, the translations
of British Pounds into U.S. Dollars have been made at the
rate of £1 to $1.4593, which was the closing exchange rate
on December 31, 2008 for the British Pound/U.S. Dollar
exchange rate as displayed on Bloomberg. Using this rate does
not mean that British Pound amounts actually represent those
U.S. Dollars amounts or could be converted into
U.S. Dollars at that rate.
The following table sets forth the history of the exchange rates
of one British Pound to U.S. Dollars for the periods
indicated.
BRITISH
POUND/U.S. DOLLAR EXCHANGE RATE HISTORY (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Last(2)
|
|
|
High
|
|
|
Low
|
|
|
Average(3)
|
|
|
Month Ended January 31, 2009
|
|
|
1.4540
|
|
|
|
1.5216
|
|
|
|
1.3804
|
|
|
|
1.4492
|
|
Month Ended December 31, 2008
|
|
|
1.4593
|
|
|
|
1.5581
|
|
|
|
1.4392
|
|
|
|
1.4858
|
|
Month Ended November 30, 2008
|
|
|
1.5377
|
|
|
|
1.5956
|
|
|
|
1.4727
|
|
|
|
1.5290
|
|
Month Ended October 31, 2008
|
|
|
1.6076
|
|
|
|
1.7714
|
|
|
|
1.5552
|
|
|
|
1.6895
|
|
Month Ended September 30, 2008
|
|
|
1.7805
|
|
|
|
1.8544
|
|
|
|
1.7530
|
|
|
|
1.7998
|
|
Month Ended August 31, 2008
|
|
|
1.8211
|
|
|
|
1.9750
|
|
|
|
1.8211
|
|
|
|
1.8868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2008
|
|
|
1.4593
|
|
|
|
2.0335
|
|
|
|
1.4392
|
|
|
|
1.8524
|
|
Year Ended December 31, 2007
|
|
|
1.9849
|
|
|
|
2.1074
|
|
|
|
1.9205
|
|
|
|
2.0019
|
|
Year Ended December 31, 2006
|
|
|
1.9589
|
|
|
|
1.9815
|
|
|
|
1.7199
|
|
|
|
1.8436
|
|
Year Ended December 31, 2005
|
|
|
1.7230
|
|
|
|
1.9291
|
|
|
|
1.7142
|
|
|
|
1.8196
|
|
Year Ended December 31, 2004
|
|
|
1.9183
|
|
|
|
1.9467
|
|
|
|
1.7663
|
|
|
|
1.8323
|
|
Year Ended December 31, 2003
|
|
|
1.7902
|
|
|
|
1.7902
|
|
|
|
1.5500
|
|
|
|
1.6450
|
|
Year Ended December 31, 2002
|
|
|
1.6099
|
|
|
|
1.6099
|
|
|
|
1.4088
|
|
|
|
1.5033
|
|
|
|
|
(1)
|
|
Data obtained from Bloomberg LP.
|
|
(2)
|
|
Last is the closing
exchange rate on the last business day of each of the periods
indicated.
|
|
(3)
|
|
Average for the
monthly exchange rates is the average of the daily closing
exchange rates during the periods indicated. Average
for the year ended periods is also calculated using daily
closing exchange rate during those periods.
|
186
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, this Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASPEN INSURANCE HOLDINGS LIMITED
|
|
|
|
By:
|
/s/ Christopher
OKane
|
Name: Christopher OKane
|
|
|
|
Title:
|
Chief Executive Officer
|
Date: February 26, 2009
POWER OF
ATTORNEY
Know all men by these presents, that the undersigned directors
and officers of the Company, a Bermuda limited liability
company, which is filing a
Form 10-K
with the Securities and Exchange Commission,
Washington, D.C. 20549 under the provisions of the
Securities Act of 1934 hereby constitute and appoint Christopher
OKane and Richard Houghton, and each of them, the
individuals true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for the
person and in his or her name, place and stead, in any and all
capacities, to sign such
Form 10-K
therewith and any and all amendments thereto to be filed with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1934, this
Form 10-K
has been signed by the following persons in the capacities
indicated on the
26
th
day
of February, 2009.
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Glyn
Jones
Glyn
Jones
|
|
Chairman and Director
|
|
|
|
/s/ Christopher
OKane
Christopher
OKane
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
|
|
/s/ Richard
Houghton
Richard
Houghton
|
|
Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
/s/ Liaquat
Ahamed
Liaquat
Ahamed
|
|
Director
|
|
|
|
/s/ Matthew
Botein
Matthew
Botein
|
|
Director
|
187
|
|
|
|
|
Signature
|
|
Title
|
|
|
|
|
/s/ Richard
Bucknall
Richard
Bucknall
|
|
Director
|
|
|
|
/s/ John
Cavoores
John
Cavoores
|
|
Director
|
|
|
|
/s/ Ian
Cormack
Ian
Cormack
|
|
Director
|
|
|
|
/s/ Julian
Cusack
Julian
Cusack
|
|
Director
|
|
|
|
/s/ Heidi
Hutter
Heidi
Hutter
|
|
Director
|
|
|
|
/s/ David
Kelso
David
Kelso
|
|
Director
|
|
|
|
/s/ Norman
L. Rosenthal
Norman
L. Rosenthal
|
|
Director
|
188
ASPEN
INSURANCE HOLDINGS LIMITED
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS
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Page
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F-2
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F-3
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F-4
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F-5
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F-6
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F-8
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F-9
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F-10
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F-12
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F-1
ASPEN
INSURANCE HOLDINGS LIMITED
MANAGEMENTS
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term
is defined in Exchange Act
Rules 13a-15(f)
and as contemplated by Section 404 of the Sarbanes-Oxley
Act. Our internal control system was designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for
external purposes in accordance with generally accepted
accounting principles. All internal control systems, no matter
how well designed, have inherent limitations. These limitations
include the possibility that judgments in decision-making can be
faulty, and that breakdowns can occur because of error or
mistake. Therefore, any internal control system can provide only
reasonable assurance and may not prevent or detect all
misstatements or omissions. In addition, our evaluation of
effectiveness is as of a particular point in time and there can
be no assurance that any system will succeed in achieving its
goals under all future conditions.
Management assessed the effectiveness of the Companys
internal control over financial reporting as of
December 31, 2008. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment in
accordance with the criteria, we believe that our internal
control over financial reporting is effective as of
December 31, 2008.
The Companys internal control over financial reporting as
of December 31, 2008 has been audited by KPMG Audit Plc, an
independent registered public accounting firm, who also audited
our consolidated financial statements. KPMG Audit Plcs
attestation report on internal control over financial reporting
appears on
page F-3.
F-2
ASPEN
INSURANCE HOLDINGS LIMITED
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Aspen Insurance
Holdings Limited:
We have audited Aspen Insurance Holdings Limited and
subsidiaries (the Company) internal control over
financial reporting as of December 31, 2008, based on
criteria established in
Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Companys
management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting,
included in the accompanying
Managements Report on
Internal Control Over Financial Reporting
. Our
responsibility is to express an opinion on the Companys
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) 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 of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as
of December 31, 2008, based on criteria established in
Internal Control Integrated Framework
issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of the Company as of
December 31, 2008 and 2007, and the related consolidated
statements of operations, shareholders equity,
comprehensive income and cash flows for each of the years in the
three-year period ended December 31, 2008, and our report
dated February 26, 2009 expressed an unqualified opinion on
those consolidated financial statements.
/s/ KPMG Audit Plc
KPMG Audit Plc
London, United Kingdom
February 26, 2009
F-3
ASPEN
INSURANCE HOLDINGS LIMITED
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Aspen Insurance
Holdings Limited:
We have audited the accompanying consolidated balance sheets of
Aspen Insurance Holdings Limited and subsidiaries (the
Company) as of December 31, 2008 and 2007, and
the related consolidated statements of operations,
shareholders equity, comprehensive income, and cash flows
for each of the years in the three-year period ended
December 31, 2008. These consolidated financial statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Aspen Insurance Holdings Limited and subsidiaries as
of December 31, 2008 and 2007, and the results of their
operations and cash flows for each of the years in the
three-year period ended December 31, 2008, in conformity
with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), Aspen
Insurance Holdings Limiteds internal control over
financial reporting as of December 31, 2008, based on the
criteria established in
Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated
February 26, 2009 expressed an unqualified opinion on the
effectiveness of the Companys internal control over
financial reporting.
/s/ KPMG Audit Plc
KPMG Audit Plc
London, United Kingdom
February 26, 2009
F-4
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
For The Twelve Months Ended December 31, 2008, 2007 and
2006
($ in millions, except share and per share amounts)
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Twelve Months Ended December 31,
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2008
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2007
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2006
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Revenues
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Net earned premium
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$
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1,701.7
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$
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1,733.6
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$
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1,676.2
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Net investment income
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139.2
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299.0
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204.4
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Realized investment losses
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(47.9
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(13.1
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(8.0
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Change in fair value of derivatives
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(7.8
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(11.4
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(13.1
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Total Revenues
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1,785.2
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2,008.1
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1,859.5
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Expenses
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Losses and loss adjustment expenses
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1,119.5
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919.8
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889.9
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Policy acquisition expenses
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299.3
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313.9
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322.8
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Operating and administrative expenses
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208.1
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204.8
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167.9
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Interest on long-term debt
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15.6
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15.7
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16.9
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Net foreign exchange (gains)/losses
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8.2
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(20.6
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(9.5
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Other (income) expenses
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(5.7
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0.5
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1.1
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Total Expenses
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1,645.0
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1,434.1
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1,389.1
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Income from operations before income tax
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140.2
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574.0
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470.4
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Income tax expense
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(36.4
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(85.0
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(92.3
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Net Income
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$
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103.8
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$
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489.0
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$
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378.1
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Per share data
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Weighted average number of ordinary share and share equivalents
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Basic
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82,962,882
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87,807,811
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94,802,413
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Diluted
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85,532,102
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90,355,213
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96,734,315
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Basic earnings per ordinary share adjusted for preference share
dividends
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$
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0.92
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$
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5.25
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$
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3.82
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Diluted earnings per ordinary share adjusted for preference
share dividends
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$
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0.89
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$
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5.11
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$
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3.75
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See Accompanying notes to the
consolidated financial statements.
F-5
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEETS
As at December 31, 2008 and 2007
($ in millions, except share and per share amounts)
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December 31,
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December 31,
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2008
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2007
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ASSETS
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Investments
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Fixed income maturities available for sale at fair value
(amortized cost $4,365.7 and $4,344.1)
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$
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4,433.1
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$
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4,385.8
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Other investments at fair value
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286.9
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561.4
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Short-term investments available for sale at fair value
(amortized cost $224.9 and $279.6)
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224.9
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280.1
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Total investments
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4,944.9
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5,227.3
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Cash and cash equivalents
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809.1
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651.4
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Reinsurance recoverables
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Unpaid losses
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283.3
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304.7
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Ceded unearned premiums
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46.3
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77.0
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Receivables
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Underwriting premiums
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677.5
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575.6
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Other
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46.5
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59.8
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Funds withheld
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85.0
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104.5
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Deferred policy acquisition costs
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149.7
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133.9
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Derivatives at fair value
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11.8
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17.3
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Receivable for other investments sold
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177.2
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Office properties and equipment
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33.8
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27.8
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Other assets
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15.5
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13.8
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Intangible assets
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8.2
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8.2
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Total Assets
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$
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7,288.8
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$
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7,201.3
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See Accompanying notes to the
consolidated financial statements.
F-6
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEETS
As at December 31, 2008 and 2007
($ in millions, except share and per share amounts)
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December 31,
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December 31,
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2008
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2007
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LIABILITIES
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Insurance reserves
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Losses and loss adjustment expenses
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$
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3,070.3
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$
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2,946.0
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Unearned premiums
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810.7
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757.6
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Total insurance reserves
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3,881.0
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3,703.6
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Payables
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Reinsurance premiums
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103.0
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81.3
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Deferred income taxes
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63.6
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59.7
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Current income taxes
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9.0
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60.5
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Accrued expenses and other payables
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192.5
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210.1
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Liabilities under derivative contracts
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11.1
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19.0
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Total Payables
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379.2
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430.6
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Long-term debt
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249.5
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249.5
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Total Liabilities
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$
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4,509.7
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$
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4,383.7
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Commitments and contingent liabilities (see Note 18)
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SHAREHOLDERS EQUITY
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Ordinary shares: 81,506,503 shares of 0.15144558¢ each
(2007 85,510,673).
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0.1
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0.1
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Preference shares: 4,600,000 5.625% shares of par value
0.15144558¢ each (2007 4,600,000)
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8,000,000 7.401% shares of par value 0.15144558¢ each
(2007-8,000,000)
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Additional Paid-in Capital
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1,754.8
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1,846.1
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Retained earnings
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884.7
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858.8
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Accumulated other comprehensive income
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139.5
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112.6
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Total shareholders equity
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2,779.1
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2,817.6
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Total liabilities and shareholders equity
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$
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7,288.8
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$
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7,201.3
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See Accompanying notes to the
consolidated financial statements.
F-7
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
For The Twelve Months Ended December 31, 2008, 2007 and
2006
($ in millions)
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Twelve Months Ended December 31,
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2008
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2007
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2006
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Ordinary shares
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Beginning and end of year
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$
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0.1
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$
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0.1
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$
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0.1
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Preference shares
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Beginning and end of year
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Additional paid-in capital
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Beginning of year
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1,846.1
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1,921.7
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1,887.0
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New ordinary shares issued
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2.0
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12.8
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0.1
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Ordinary shares repurchased
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(100.3
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)
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(101.2
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(200.8
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)
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New preference shares issued
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229.1
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New preference share issue costs
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(3.7
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)
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Share-based compensation
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7.0
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12.8
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10.0
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End of year
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1,754.8
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1,846.1
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1,921.7
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Retained earnings
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Beginning of year
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858.8
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450.5
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144.2
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Net income for the year
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103.8
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489.0
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378.1
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Dividends on ordinary shares
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(50.2
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)
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(53.0
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)
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(56.2
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)
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Dividends on preference shares
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(27.7
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)
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(27.7
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)
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(15.6
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)
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End of year
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|
884.7
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|
858.8
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|
450.5
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Accumulated Other Comprehensive Income:
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|
Cumulative foreign currency translation adjustments, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
80.2
|
|
|
|
59.1
|
|
|
|
42.8
|
|
Change for the year
|
|
|
7.4
|
|
|
|
21.1
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
87.6
|
|
|
|
80.2
|
|
|
|
59.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on derivatives, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
(1.6
|
)
|
|
|
(1.8
|
)
|
|
|
(2.0
|
)
|
Reclassification to interest payable
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
(1.4
|
)
|
|
|
(1.6
|
)
|
|
|
(1.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized appreciation/(depreciation) on investments, net of
taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
34.0
|
|
|
|
(40.3
|
)
|
|
|
(32.3
|
)
|
Change for the year
|
|
|
19.3
|
|
|
|
74.3
|
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
|
53.3
|
|
|
|
34.0
|
|
|
|
(40.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income
|
|
|
139.5
|
|
|
|
112.6
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
$
|
2,779.1
|
|
|
$
|
2,817.6
|
|
|
$
|
2,389.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying notes to the
consolidated financial statements.
F-8
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended December 31, 2008, 2007 and
2006
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
103.8
|
|
|
$
|
489.0
|
|
|
$
|
378.1
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
10.6
|
|
|
|
18.2
|
|
|
|
17.1
|
|
Share-based compensation expense
|
|
|
7.0
|
|
|
|
12.8
|
|
|
|
10.0
|
|
Other investments (gains)/losses
|
|
|
96.6
|
|
|
|
(44.5
|
)
|
|
|
(6.9
|
)
|
Loss on derivative contract
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
Net realized losses
|
|
|
47.9
|
|
|
|
13.1
|
|
|
|
8.0
|
|
Changes in:
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses
|
|
|
332.9
|
|
|
|
80.8
|
|
|
|
(314.2
|
)
|
Unearned premiums
|
|
|
53.1
|
|
|
|
(84.9
|
)
|
|
|
(52.9
|
)
|
Reinsurance recoverables:
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid losses
|
|
|
22.1
|
|
|
|
169.1
|
|
|
|
742.1
|
|
Ceded unearned premiums
|
|
|
30.7
|
|
|
|
(47.2
|
)
|
|
|
41.2
|
|
Other receivables
|
|
|
13.3
|
|
|
|
2.4
|
|
|
|
(3.8
|
)
|
Deferred policy acquisition costs
|
|
|
(15.8
|
)
|
|
|
7.5
|
|
|
|
17.9
|
|
Reinsurance premiums payable
|
|
|
22.5
|
|
|
|
18.9
|
|
|
|
(92.6
|
)
|
Funds withheld
|
|
|
19.5
|
|
|
|
(25.4
|
)
|
|
|
(45.9
|
)
|
Premiums receivable
|
|
|
(144.6
|
)
|
|
|
82.1
|
|
|
|
(78.1
|
)
|
Deferred taxes
|
|
|
3.9
|
|
|
|
25.6
|
|
|
|
1.4
|
|
Income tax payable
|
|
|
(51.5
|
)
|
|
|
32.8
|
|
|
|
27.7
|
|
Accrued expenses and other payable
|
|
|
(17.6
|
)
|
|
|
23.9
|
|
|
|
46.9
|
|
Fair value of derivatives and settlement of liabilities under
derivatives
|
|
|
(2.4
|
)
|
|
|
5.8
|
|
|
|
24.4
|
|
Other assets
|
|
|
(1.7
|
)
|
|
|
(6.2
|
)
|
|
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated by operating activities
|
|
$
|
530.5
|
|
|
$
|
774.0
|
|
|
$
|
723.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying notes to the
consolidated financial statements.
F-10
ASPEN
INSURANCE HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twelve Months Ended December 31, 2008, 2007 and
2006
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of fixed maturities
|
|
$
|
(2,627.0
|
)
|
|
$
|
(2,864.6
|
)
|
|
$
|
(2,137.0
|
)
|
(Purchases) of other investments
|
|
|
|
|
|
|
(360.0
|
)
|
|
|
(150.0
|
)
|
Proceeds from sales and maturities of fixed maturities
|
|
|
2,358.8
|
|
|
|
2,402.7
|
|
|
|
1,387.5
|
|
Net (purchases)/sales of short-term investments
|
|
|
24.3
|
|
|
|
407.0
|
|
|
|
(43.0
|
)
|
Purchase of equipment
|
|
|
(11.4
|
)
|
|
|
(11.1
|
)
|
|
|
(1.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(255.3
|
)
|
|
|
(426.0
|
)
|
|
|
(944.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of Ordinary Shares, net of issuance
costs
|
|
|
2.0
|
|
|
|
12.8
|
|
|
|
0.1
|
|
Ordinary Shares repurchased
|
|
|
(100.3
|
)
|
|
|
(101.2
|
)
|
|
|
(200.8
|
)
|
Proceeds from the issuance of Preference Shares of $50 each, net
of issuance costs
|
|
|
|
|
|
|
|
|
|
|
29.1
|
|
Proceeds from the issuance of Preference Shares of $25 each, net
of issuance costs
|
|
|
|
|
|
|
|
|
|
|
196.3
|
|
Dividends paid on Ordinary Shares
|
|
|
(50.2
|
)
|
|
|
(53.0
|
)
|
|
|
(56.2
|
)
|
Dividends paid on Preference Shares
|
|
|
(27.7
|
)
|
|
|
(27.7
|
)
|
|
|
(15.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated by financing activities
|
|
|
(176.2
|
)
|
|
|
(169.1
|
)
|
|
|
(47.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate movements on cash and cash equivalents
|
|
|
58.7
|
|
|
|
(22.5
|
)
|
|
|
14.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase/(decrease) in cash and cash equivalents
|
|
|
157.7
|
|
|
|
156.4
|
|
|
|
(253.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
651.4
|
|
|
|
495.0
|
|
|
|
748.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
809.1
|
|
|
$
|
651.4
|
|
|
$
|
495.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for income tax
|
|
|
76.2
|
|
|
|
41.0
|
|
|
|
37.4
|
|
Cash paid during the year for interest
|
|
|
15.0
|
|
|
|
15.0
|
|
|
|
15.4
|
|
The 2006 statement of cash flows has been revised to
correctly classify the net realized losses and the loss on
derivative in operating activities. Previously, net realized
losses of $8.0 million in 2006 were included in investing
activities and the loss on derivative of $0.2 million in
2006 was included in financing activities.
See Accompanying notes to the
consolidated financial statements.
F-11
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS
For the Twelve Months Ended December 31, 2008, 2007 and
2006
($ in millions, except share and per share amounts)
|
|
1.
|
History
and organization
|
Aspen Insurance Holdings Limited (Aspen Holdings)
was incorporated on May 23, 2002 and holds subsidiaries
that provide insurance and reinsurance on a worldwide basis. Its
principal operating subsidiaries are Aspen Insurance UK Limited
(Aspen U.K.), Aspen Insurance Limited (Aspen
Bermuda), Aspen Specialty Insurance Company (Aspen
Specialty) and Aspen Underwriting Limited (corporate
member of Lloyds Syndicate 4711, AUL)
(collectively, the Insurance Subsidiaries).
|
|
2.
|
Basis of
preparation and significant accounting policies
|
The consolidated financial statements of Aspen Holdings are
prepared in accordance with United States Generally Accepted
Accounting Principles (U.S. GAAP) and are
presented on a consolidated basis including the transactions of
all operating subsidiaries. Transactions between Aspen Holdings
and its subsidiaries are eliminated within the consolidated
financial statements.
Assumptions and estimates made by the directors have a
significant effect on the amounts reported within the
consolidated financial statements. The most significant of these
relate to the losses and loss adjustment expenses, reinsurance
recoverables, the fair value of derivatives and the fair value
of other investments. All material assumptions and estimates are
regularly reviewed and adjustments made as necessary, but actual
results could turn out significantly different from those
expected when the assumptions or estimates were made.
|
|
(b)
|
Accounting
for Insurance and Reinsurance Operations
|
Premiums Earned.
Premiums are recognized as
revenues proportionately over the coverage period. Premiums
earned are recorded in the statement of operations, net of the
cost of purchased reinsurance. Premiums not yet recognized as
revenue are recorded in the consolidated balance sheet as
unearned premiums, gross of any ceded unearned premiums. Written
and earned premiums, and the related costs, which have not yet
been reported to the Company are estimated and accrued. Due to
the time lag inherent in reporting of premiums by cedants, such
estimated premiums written and earned, as well as related costs,
may be significant. Differences between such estimates and
actual amounts will be recorded in the period in which the
actual amounts are determined.
We exercise judgment in determining the adjustment premiums,
which represent a small portion of total premiums receivable.
The proportion of adjustable premiums included in the premium
estimates varies between business lines with the largest
adjustment premiums being in property and casualty reinsurance
and the smallest in property and casualty insurance.
Premiums on proportional treaty contracts are generally not
reported to the Company until after the reinsurance coverage is
in force. As a result, an estimate of these pipeline
premiums is recorded. The Company estimates pipeline premiums
based on estimates of ultimate premium, calculated unearned
premium and premiums reported from ceding companies. The Company
estimates commissions, losses and loss adjustment expenses
related to these premiums.
Reinstatement premiums and additional premiums on excess of loss
contracts are provided for based on experience under such
contracts. Reinstatement premiums are the premiums charged for
the restoration of the reinsurance limit of an excess of loss
contract to its full amount after payment by the reinsurer of
losses as a result of an occurrence. These premiums relate to
the future coverage obtained during the remainder of the initial
policy term. Additional premiums are premiums charged after
F-12
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
coverage has expired, related to experience during the policy
term. An allowance for uncollectible premiums is established for
possible non-payment of such amounts due, as deemed necessary.
Outward reinsurance premiums are accounted for in the same
accounting period as the premiums for the related direct
insurance or inwards reinsurance business. Reinsurance contracts
that operate on a losses occurring during basis are
accounted for in full over the period of coverage while
risk attaching during policies are expensed using
the same ratio as the underlying premiums on a daily pro rata
basis.
Insurance Losses and Loss Adjustment
Expenses.
Losses represent the amount paid or
expected to be paid to claimants in respect of events that have
occurred on or before the balance sheet date. The costs of
investigating, resolving and processing these claims are known
as loss adjustment expenses (LAE). The statement of
operations records these losses net of reinsurance, meaning that
gross losses and loss adjustment expenses incurred are reduced
by the amounts recovered or expected to be recovered under
reinsurance contracts.
Reinsurance.
Written premiums, earned
premiums, incurred claims and LAE and policy acquisition costs
all reflect the net effect of assumed and ceded reinsurance
transactions. Assumed reinsurance refers to the Companys
acceptance of certain insurance risks that other insurance
companies have underwritten. Ceded reinsurance arises from
contracts under which other insurance companies agreed to share
certain risks with this Company.
Reinsurance accounting is followed when risk transfer
requirements have been met and significant insurance risk is
transferred.
Reinsurance does not isolate the Company from its obligations to
policyholders. In the event a reinsurer fails to meet its
obligations the Companys obligations remain.
The Company regularly evaluates the financial condition of its
reinsurers and monitors the concentration of credit risk to
minimize its exposure to financial loss from reinsurers
insolvency. Where it is considered required, appropriate
provision is made for balances deemed irrecoverable from
reinsurers.
Insurance Reserves.
Insurance reserves are
established for the total unpaid cost of claims and LAE, which
cover events that have occurred by the balance sheet date. These
reserves also reflect the Companys estimates of the total
cost of claims incurred but not yet reported (IBNR).
Claim reserves are reduced for estimated amounts of salvage and
subrogation recoveries. Estimated amounts recoverable from
reinsurers on unpaid losses and LAE are reflected as assets.
For reported claims, reserves are established on a
case-by-case
basis within the parameters of coverage provided in the
insurance policy or reinsurance agreement. For IBNR claims,
reserves are estimated using established actuarial methods. Both
case and IBNR reserve estimates consider such variables as past
loss experience, changes in legislative conditions, changes in
judicial interpretation of legal liability policy coverages and
inflation.
Because many of the coverages underwritten involve claims that
may not be ultimately settled for many years after they are
incurred, subjective judgments as to the ultimate exposure to
losses are an integral and necessary component of the loss
reserving process. Reserves are established by the selection of
a best estimate from within a range of estimates.
The Company regularly reviews its reserves, using a variety of
statistical and actuarial techniques to analyze current claims
costs, frequency and severity data, and prevailing economic,
social and legal factors. Reserves established in prior periods
are adjusted as claim experience develops and new information
becomes available.
Adjustments to previously estimated reserves are reflected in
the financial results of the period in which the adjustments are
made.
F-13
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
While the reported reserves make a reasonable provision for
unpaid claims and LAE obligations, it should be noted that the
process of estimating required reserves does, by its very
nature, involve considerable uncertainty. The level of
uncertainty can be influenced by factors such as the existence
of coverage with long duration payment patterns and changes in
claims handling practices, as well as the factors noted above.
Ultimate actual payments for claims and LAE could turn out to be
significantly different from our estimates.
Policy Acquisition Expenses.
The costs
directly related to writing an insurance policy are referred to
as policy acquisition expenses and consist of commissions,
premium taxes and profit commissions. With the exception of
profit commissions, these expenses are incurred when a policy is
issued and are deferred and amortized over the same period as
the corresponding premiums are recorded as revenues.
On a regular basis a recoverability analysis is performed of the
deferred policy acquisition costs in relation to the expected
recognition of revenues, including anticipated investment
income, and adjustments, if any, are reflected as period costs.
Should the analysis indicate that the acquisition costs are
unrecoverable, further analyses are performed to determine if a
reserve is required to provide for losses which may exceed the
related unearned premium.
|
|
(c)
|
Accounting
for Investments
|
Fixed Income Maturities.
The fixed maturity
portfolio comprises corporate bonds and U.S., U.K. and other
government securities. The entire fixed maturity investment
portfolio is classified as available for sale. Accordingly, that
portfolio is carried on the consolidated balance sheet at
estimated fair value. Fair values are based on quoted market
prices from a third-party pricing service.
Mortgage- and Asset-Backed Securities.
The
mortgage- and asset-backed security portfolio is classified as
available for sale. Accordingly, that portfolio is carried on
the consolidated balance sheet at estimated fair value. Fair
values are based on quoted market prices from a third-party
pricing service.
Other investments.
Other investments represent
the Companys investments in funds of hedge funds which are
recorded using the equity method of accounting. Adjustments to
the carrying value of these investments are made based on the
net asset values reported by the fund managers, which result in
a carrying value that approximates fair value.
Short-term investments.
Short-term investments
are classified as available for sale and carried at estimated
fair value. Short term investments comprise certain cash and
cash equivalents due to mature within one year of date of issue
and are held as part of the investment portfolio of the Company.
Cash and cash equivalents.
Cash and cash
equivalents are carried at fair value. Cash and cash equivalents
comprise cash on hand, deposits held on call with banks and
other short-term highly liquid investments which are subject to
insignificant risk of change in fair value.
Realized Investment Gains and Losses.
Realized
gains and losses on sales of investments are recognized when the
related trades are executed and are determined on the basis of
the specific identification method. The resulting gain or loss
is recorded in the statement of operations.
Unrealized Gains or Losses on Investments.
For
available for sale investments carried at estimated fair value,
the difference between amortized cost and fair value, net of
deferred taxes, is recorded as part of shareholders
equity. This difference is referred to as unrealized gains or
losses on investments. The change in unrealized gains or losses,
net of taxes, during the year is a component of other
comprehensive income.
Other- than-temporary impairment of
investments.
The difference between the cost and
the estimated fair market value of available for sale
investments is monitored to determine whether any
F-14
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
investment has experienced a decline in value that is believed
to be
other-than-temporary.
This assessment considers factors such as the period during
which there has been a decline in value, the type of investment,
the period over which the investment will be held and the
potential for the investment value to recover. If the Company
determines that the impairment is
other-than-temporary,
the value of the investment is written down and the loss is
recorded in the statement of operations.
Investment Income.
Investment income is
recognized when earned and includes income together with
amortization of premium and accretion of discount on available
for sale investments and the change in estimated fair value of
investments in funds of hedge funds.
|
|
(d)
|
Accounting
for Derivative Financial Instruments
|
In accordance with Statement of Financial Accounting Standards
(SFAS) No. 133,
Accounting for
Derivative Instruments and Hedging Activities,
all
derivatives are recorded on the consolidated balance sheet at
fair value. The accounting for the gain or loss due to the
changes in the fair value of these instruments is dependent on
whether the derivative qualifies as a hedge. If the derivative
does not qualify as a hedge, the gains or losses are reported in
earnings when they occur. If the derivative does qualify as a
hedge, the accounting treatment varies based on the type of risk
being hedged (as described in Notes 8 and 9).
Acquired insurance licenses are held in the consolidated balance
sheet at cost. Acquired insurance licenses are not currently
being amortized as the directors believe that these will have an
indefinite life.
On April 5, 2005, we acquired a license to use the
Aspen trademark in the U.K. The consideration paid
of approximately $1.6 million has been capitalized and
recognized as an intangible asset in the Companys accounts
and will be amortized on a straight-line basis over the useful
economic life of the trademark which is considered to be
99 years.
The directors test for impairment of intangible assets annually
or when events or changes in circumstances indicate that the
asset might be impaired.
|
|
(f)
|
Office
Properties and Equipment
|
Office equipment is carried at depreciated cost. These assets
are depreciated on a straight-line basis over the estimated
useful lives of the assets. Computer equipment and software is
depreciated over three years with depreciation for software
commencing on the date the software is brought into use.
Leasehold improvements are depreciated over 15 years.
Furniture and fittings are depreciated over four years.
|
|
(g)
|
Foreign
Currency Translation
|
The reporting currency of the Company is the U.S. Dollar.
The functional currencies of the Companys foreign
operations are the currencies in which the majority of the
business is transacted. Assets and liabilities of foreign
operations are translated into U.S. Dollars at the exchange
rate prevailing at the balance sheet date. Revenue and expenses
of foreign operations are translated at the exchange rate
prevailing at the date of the transaction. The unrealized gain
or loss from this translation, net of tax, is recorded as part
of shareholders equity. The change in unrealized foreign
currency translation gain or loss during the year, net of tax,
is a component of other comprehensive income.
Transactions in currencies other than the functional currencies
are measured in the functional currency at the exchange rate
prevailing at the date of the transaction. The change in
realized and unrealized gains and losses from non-functional
currencies is a component of net income.
F-15
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Basic earnings per share is determined by dividing net income
available to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period. Diluted
earnings per share reflects the effect on earnings of the
average number of shares outstanding associated with dilutive
securities.
|
|
(i)
|
Accounting
for Income Tax
|
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss
and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. When the
Company does not believe that, on the basis of available
information, it is more likely than not that the deferred tax
asset will be fully recovered, it recognizes a valuation
allowance against its deferred tax assets to reduce assets to
the recoverable amount. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
The Company has issued two classes of perpetual preference
shares which are only redeemable at our option. We have no
obligation to pay interest on these securities but they do carry
entitlements to dividends payable at the discretion of the board
of directors. In the event of non-payment of dividends for six
consecutive periods, holders of preference shares have director
appointment rights. They are therefore accounted for as equity
instruments and included within total shareholders equity.
|
|
(k)
|
Share
Based Employee Compensation
|
The Company operates a share and option-based employee
compensation plan, the terms and conditions of which are
described in Note 16. The Company has adopted the
provisions of SFAS 123R, Share-Based Payment
for all awards granted to its employees. The cost of the
options, based on their fair value at date of grant, is
recognized over the period that the options vest and included in
total shareholders equity.
|
|
(l)
|
New
Accounting Policies
|
New
Accounting Pronouncements adopted in 2008
On December 11, 2008 the Financial Accounting Standards
Board (FASB) issued Staff Position
FSP 140-4
and
FIN46(R)-8
(FSP 140-4
and
FIN46R-8),
Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest
Entities
. The FSP amends FASB Statement No. 140,
Accounting For Transfer and Servicing of Financial
Assets and Extinguishment of Liabilities
, to require
public entities to provide additional disclosures about
transfers of financial assets. It also amends FASB
Interpretation No. 46R,
Consolidation of Variable
Interest Entities
(FIN46R), to require
public enterprises, including sponsors that have a variable
interest in a variable interest entity, to provide additional
disclosures about their involvement with variable interest
entities. The Company has adopted
FSP 140-4
and
FIN46R-8
for the fiscal year ending December 31, 2008. For more
information see Note 18.
On October 10, 2008, the FASB issued Staff Position
FSP 157-3
(FSP 157-3),
Determining The Fair Value Of A Financial Asset When
The Market for That Asset Is Not Liquid
.
FSP 157-3
provides
F-16
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
additional guidance on application issues related to
(a) the reporting entitys own assumptions when
determining fair market value, (b) on how available
observable inputs in a market that is not active should be
considered when measuring fair value and (c) how the use of
market quotes should be considered when assessing the relevance
of observable and unobservable inputs available to measure fair
value. The adoption of
FSP 157-3
has not impacted our consolidated financial statements.
In February 2007, the FASB issued SFAS 159,
The
Fair Value Option for Financial Assets and Financial
Liabilities
(SFAS 159) which permits
all entities to choose to measure eligible items at fair value
either at initial adoption or at specified election dates.
Unrealized gains and losses on items for which the fair value
option has been elected are reported in earnings at each
subsequent reporting date. SFAS 159 was effective as of the
beginning of the current fiscal year. The adoption of
SFAS 159 has not impacted our consolidated financial
statements as no items have been elected for measurement at fair
value, either upon initial adoption or at subsequent election
dates.
In September 2007, the FASB issued SFAS 157,
Fair
Value Measurements
(SFAS 157). This
statement provides guidance for using fair value to measure
assets and liabilities. The statement emphasizes that fair value
is a market-based measurement, not an entity-specific
measurement. Therefore, a fair value measurement should be
determined based on the assumptions that market participants
would use in pricing the asset or liability. As a basis for
considering market participant assumptions in fair value
measurements, this statement establishes a fair value hierarchy
that distinguishes between (1) market participant
assumptions developed based on market data obtained from sources
independent of the reporting entity (observable inputs) and
(2) the reporting entitys own assumptions about
market participant assumptions developed based on the best
information available in the circumstances (unobservable
inputs). SFAS 157 also requires tabular disclosures of the
fair value measurements by level within the fair value
hierarchy. The Company has adopted SFAS 157 for the fiscal
year beginning on January 1, 2008. Additional information
can be found in Note 6.
Accounting
standards not yet adopted
On May 23, 2008, the FASB issued Statement No. 163,
Accounting For Financial Guarantee Insurance Contracts
an interpretation of FASB Statement No. 60
(FAS 163). The statement requires an
insurance enterprise to recognize a claim liability prior to an
event of default when there is evidence that credit
deterioration has occurred in an insured financial obligation.
The statement also clarifies how Statement No. 60 applies
to financial guarantee insurance contracts, including the
recognition and measurement to be used to account for premium
revenue and claim liabilities. It is effective for fiscal years
beginning after December 15, 2008, and all interim periods
within the fiscal year except for some disclosures about the
insurance enterprises risk management activities.
FAS 163 requires that disclosures about the risk management
activities of the insurance enterprise be effective for the
first period beginning after issuance. The Company does not
expect the adoption of FAS 163 to have a material impact on
the Companys financial condition or results of operations.
On March 8, 2008, the FASB issued Statement No. 161,
Disclosures About Derivative Instruments and Hedging
Activities an amendment of FASB Statement
133
(FAS 161). This statement changes
the disclosure requirements for derivative instruments and
hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related
hedged items are accounted for under FAS 133 and its
related interpretations, and (c) how derivative instruments
and related hedged items affect an entitys financial
position, financial performance, and cash flows. The statement
requires qualitative disclosures about objectives and strategies
for using derivatives, quantitative disclosures about fair value
amounts of gains and losses on derivative instruments, and
disclosures about credit risk-related contingent features in
derivative agreements. It is effective for fiscal years
beginning after November 15, 2008, and interim
F-17
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
periods within those fiscal years, with early adoption
encouraged. As FAS 161 requires only additional disclosures
concerning derivatives and hedging activities, its adoption will
not effect our results of operations, financial position or
liquidity.
On December 4, 2007, the FASB issued Statement No. 141
(revised 2007),
Business Combinations
(FAS 141(R)) and Statement No. 160,
Accounting and Reporting of Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB
No. 51
(FAS 160). These new
standards will significantly change the accounting for and
reporting of business combination transactions and
noncontrolling (minority) interests in consolidated financial
statements. FAS 141(R) expands the scope of acquisition
accounting to all transactions and circumstances under which
control of a business is obtained. Under FAS 160,
noncontrolling interests are classified as a component of
consolidated shareholders equity and minority
interests accounting is eliminated such that earnings
attributable to noncontrolling interests are reported as part of
consolidated earnings and not as a separate component of income
or expense. FAS 141(R) and FAS 160 are required to be
adopted simultaneously and are effective for the first annual
reporting period beginning on or after December 15, 2008.
Earlier adoption is prohibited. The Company does not expect the
adoption of FAS 141(R) and FAS 160 to have a material
impact on the Companys financial condition or results of
operations.
|
|
3.
|
Related
Party Transactions
|
The following summarizes the related party transactions of the
Company.
Wellington
Underwriting plc, now part of Catlin Group Limited
(Wellington)
During the period January 1, 2003 to December 31,
2008, Aspen U.K. had a number of arrangements with Wellington, a
former related party and founding optionholder. These
arrangements can be summarized as follows:
Quota Share Arrangements.
For 2003, the
Company entered into a 7.5% quota share agreement directly with
Syndicate 2020, which is managed by Wellington. The written
premiums for 2003 under this contract were $78.4 million.
The Company had an option, but no contractual obligation, to
assume up to a 20% quota share of Syndicate 2020s business
for subsequent years, while Syndicate 2020 had an option, but no
contractual obligation, to assume up to a 20% quota share of
Aspen U.K.s business for subsequent years. These options
were not exercised in 2004 or 2005 and have now lapsed. During
the period under review, quota share arrangements with
Wellington syndicates entered into in 2002 also continued to run
off.
Provision of Services.
In 2002, the Company
entered into a contract for the provision of services by a
subsidiary company of Wellington to the Company.
These services included accounting, actuarial, operations, risk
management and IT technical support. During 2003, the Company
took over responsibility for accounting, actuarial, operations
and risk management services. The provision of services under
the agreement therefore was reduced to IT technical support for
2004, 2005 and 2006. The provision of these services was covered
by a detailed service level agreement and was priced on an
actual cost basis. By the end of 2006, all significant services
including IT technical support under the contract had been
terminated. The cost of these services in 2008 was $Nil
(2007 $Nil, 2006 $2.7 million), and
the amount due to Wellington at December 31, 2008 was $Nil
(2007 $Nil, 2006 $Nil).
Wellington Options.
As disclosed in
Note 16, the Company granted options to subscribe to its
shares to Wellington and to a trust established for the benefit
of the unaligned members of Syndicate 2020 in consideration for
the transfer of an underwriting team from Wellington, the right
to seek to renew certain business written by Syndicate 2020, an
agreement in which Wellington agreed not to
F-18
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
compete with Aspen U.K. through March 31, 2004, the use of
the Wellington name and logo and the provision of certain
outsourced services to the Company. These options have been
recorded at a value of $Nil, equal to the transferors
historical cost basis of the assets transferred to the Company.
Wellington Investment exercised all of its options on a cashless
basis on March 28, 2007 at an exercise price of $22.52 per
share. This resulted in the issue of 426,083 ordinary shares by
the Company.
The
Blackstone Group (Blackstone)
At December 31, 2008 the Company had $217.3 million in
funds of hedge funds and $177.2 million of receivables for
other investments with an affiliate of Blackstone, a former
principal shareholder. Mr. Melwani, a non-executive
director of the Company until July 25, 2007 was also a
Senior Managing Director of Blackstones Private Equity
Group. Mr. Melwani has no financial interest in the
investment. The investment was approved by the Investment
Committee without the participation of Mr. Melwani.
|
|
4.
|
Earnings
Per Ordinary Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as reported
|
|
$
|
103.8
|
|
|
$
|
489.0
|
|
|
$
|
378.1
|
|
Preference dividends paid
|
|
|
(27.7
|
)
|
|
|
(27.7
|
)
|
|
|
(15.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to ordinary shareholders
|
|
|
76.1
|
|
|
|
461.3
|
|
|
|
362.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to ordinary shareholders
|
|
|
76.1
|
|
|
|
461.3
|
|
|
|
362.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
82,962,882
|
|
|
|
87,807,811
|
|
|
|
94,802,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
82,962,882
|
|
|
|
87,807,811
|
|
|
|
94,802,413
|
|
Weighted average effect of dilutive securities
|
|
|
2,569,220
|
|
|
|
2,547,402
|
|
|
|
1,931,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
85,532,102
|
|
|
|
90,355,213
|
|
|
|
96,734,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings/(loss) per ordinary share
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.92
|
|
|
$
|
5.25
|
|
|
$
|
3.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$
|
0.89
|
|
|
$
|
5.11
|
|
|
$
|
3.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive securities are comprised of options in issue over the
Companys ordinary shares.
F-19
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
On February 3, 2009, the Companys Board of Directors
declared the following quarterly dividends:
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
Payable on:
|
|
Record Date:
|
|
Ordinary shares
|
|
$
|
0.15
|
|
|
February 27, 2009
|
|
February 16, 2009
|
5.625% preference shares
|
|
$
|
0.703125
|
|
|
April 1, 2009
|
|
March 15, 2009
|
7.401% preference shares
|
|
$
|
0.462563
|
|
|
April 1, 2009
|
|
March 15, 2009
|
The Company is organized into four business segments: Property
Reinsurance, Casualty Reinsurance, International Insurance, and
U.S. Insurance. These segments form the basis of how the
Company monitors the performance of its operations.
Property Reinsurance.
Our property reinsurance
segment is written on both a treaty and facultative basis and
consists of the following principal lines of business: treaty
catastrophe, treaty risk excess, treaty pro rata and property
facultative. Treaty reinsurance contracts provide for automatic
coverage of a type or category of risk underwritten by our
ceding clients. We also write some structured reinsurance
contracts out of Aspen Bermuda. These contracts are tailored to
the individual client circumstances and although written by a
single team are accounted for within the business segment that
best reflects the economic characteristics of the contract.
Casualty Reinsurance.
Our casualty reinsurance
segment is written on both a treaty and facultative basis and
consists of the following principal lines of business:
U.S. treaty, international treaty, and casualty
facultative. The casualty treaty reinsurance we write includes
excess of loss and pro rata reinsurance which are applied to
portfolios of primary insurance policies. Our excess of loss
positions come most commonly from layered reinsurance structures
with underlying ceding company retentions. We also write some
structured reinsurance contracts.
International Insurance.
Our international
insurance segment consists of the following principal lines of
business: U.K. commercial property (including construction),
U.K. commercial liability, excess casualty, professional
liability, marine hull, energy, marine and special liability,
non-marine transportation liability, aviation, financial
institutions, management and technology liability insurance,
financial and political risk insurance and specialty reinsurance
written by Aspen U.K. Specialty reinsurance consists of marine
and aviation reinsurance as well as terrorism, nuclear, personal
accident, crop and satellite. Our international insurance lines
are written on a primary, quota share and facultative basis and
our specialty reinsurance is written on both a treaty pro rata
and excess of loss basis.
U.S. Insurance.
Our U.S. insurance
segment consists of property and casualty insurance written on
an excess and surplus lines basis.
We do not allocate our assets by segment as we evaluate
underwriting results of each segment separately from the results
of our investment portfolio. Segment profit or loss for each of
the Companys operating segments is measured by
underwriting profit or loss. Underwriting profit or loss
provides a basis for management to evaluate the segments
underwriting performance.
F-20
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following tables provide a summary of gross and net written
and earned premiums, underwriting results, ratios and reserves
for each of our business segments for the twelve months ended
December 31, 2008, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2008
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Investing
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
589.0
|
|
|
$
|
416.3
|
|
|
$
|
867.8
|
|
|
$
|
128.6
|
|
|
|
|
|
|
$
|
2,001.7
|
|
Net written premiums
|
|
|
564.1
|
|
|
|
412.9
|
|
|
|
757.8
|
|
|
|
100.7
|
|
|
|
|
|
|
|
1,835.5
|
|
Gross earned premiums
|
|
|
592.4
|
|
|
|
418.4
|
|
|
|
758.2
|
|
|
|
120.1
|
|
|
|
|
|
|
|
1,889.1
|
|
Net premiums earned
|
|
|
532.4
|
|
|
|
413.5
|
|
|
|
661.8
|
|
|
|
94.0
|
|
|
|
|
|
|
|
1,701.7
|
|
Losses and loss expenses
|
|
|
314.7
|
|
|
|
272.2
|
|
|
|
473.5
|
|
|
|
59.1
|
|
|
|
|
|
|
|
1,119.5
|
|
Policy acquisition expenses
|
|
|
105.0
|
|
|
|
65.4
|
|
|
|
113.4
|
|
|
|
15.5
|
|
|
|
|
|
|
|
299.3
|
|
Operating and administrative expenses
|
|
|
65.7
|
|
|
|
43.2
|
|
|
|
74.4
|
|
|
|
24.8
|
|
|
|
|
|
|
|
208.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit
|
|
|
47.0
|
|
|
|
32.7
|
|
|
|
0.5
|
|
|
|
(5.4
|
)
|
|
|
|
|
|
|
74.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
139.2
|
|
|
|
139.2
|
|
Realized investment gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47.9
|
)
|
|
|
(47.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
47.0
|
|
|
$
|
32.7
|
|
|
$
|
0.5
|
|
|
$
|
(5.4
|
)
|
|
$
|
91.3
|
|
|
$
|
166.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7.8
|
)
|
Interest on long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.6
|
)
|
Realized exchange gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.2
|
)
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
140.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
380.7
|
|
|
$
|
1,308.8
|
|
|
$
|
1,003.7
|
|
|
$
|
93.8
|
|
|
|
|
|
|
$
|
2,787.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
59.1
|
%
|
|
|
65.8
|
%
|
|
|
71.5
|
%
|
|
|
62.9
|
%
|
|
|
|
|
|
|
65.8
|
%
|
Policy acquisition expense ratio
|
|
|
19.7
|
%
|
|
|
15.8
|
%
|
|
|
17.1
|
%
|
|
|
16.5
|
%
|
|
|
|
|
|
|
17.6
|
%
|
Operating and administration expense ratio
|
|
|
12.3
|
%
|
|
|
10.4
|
%
|
|
|
11.2
|
%
|
|
|
26.4
|
%
|
|
|
|
|
|
|
12.2
|
%
|
Expense ratio
|
|
|
32.0
|
%
|
|
|
26.2
|
%
|
|
|
28.3
|
%
|
|
|
42.9
|
%
|
|
|
|
|
|
|
29.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
91.1
|
%
|
|
|
92.0
|
%
|
|
|
99.8
|
%
|
|
|
105.8
|
%
|
|
|
|
|
|
|
95.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-21
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2007
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Investing
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
601.5
|
|
|
$
|
431.5
|
|
|
$
|
663.0
|
|
|
$
|
122.5
|
|
|
|
|
|
|
$
|
1,818.5
|
|
Net premiums written
|
|
|
495.0
|
|
|
|
425.1
|
|
|
|
590.1
|
|
|
|
91.2
|
|
|
|
|
|
|
|
1,601.4
|
|
Gross premiums earned
|
|
|
624.3
|
|
|
|
483.3
|
|
|
|
658.9
|
|
|
|
136.8
|
|
|
|
|
|
|
|
1,903.3
|
|
Net premiums earned
|
|
|
555.6
|
|
|
|
475.3
|
|
|
|
597.2
|
|
|
|
105.5
|
|
|
|
|
|
|
|
1,733.6
|
|
Losses and loss expenses
|
|
|
220.7
|
|
|
|
332.1
|
|
|
|
308.9
|
|
|
|
58.1
|
|
|
|
|
|
|
|
919.8
|
|
Policy acquisition expenses
|
|
|
117.4
|
|
|
|
69.6
|
|
|
|
105.7
|
|
|
|
21.2
|
|
|
|
|
|
|
|
313.9
|
|
Operating and administrative expenses
|
|
|
65.3
|
|
|
|
47.9
|
|
|
|
67.2
|
|
|
|
24.4
|
|
|
|
|
|
|
|
204.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit
|
|
|
152.2
|
|
|
|
25.7
|
|
|
|
115.4
|
|
|
|
1.8
|
|
|
|
|
|
|
|
295.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
299.0
|
|
|
|
299.0
|
|
Realized investment gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13.1
|
)
|
|
|
(13.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
152.2
|
|
|
$
|
25.7
|
|
|
$
|
115.4
|
|
|
$
|
1.8
|
|
|
$
|
285.9
|
|
|
$
|
581.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11.4
|
)
|
Interest on long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15.7
|
)
|
Realized exchange gains/(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.6
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
574.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
459.3
|
|
|
$
|
1,262.6
|
|
|
$
|
860.0
|
|
|
$
|
59.4
|
|
|
|
|
|
|
$
|
2,641.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
39.7
|
%
|
|
|
69.9
|
%
|
|
|
51.7
|
%
|
|
|
55.1
|
%
|
|
|
|
|
|
|
53.1
|
%
|
Policy acquisition expense ratio
|
|
|
21.1
|
%
|
|
|
14.6
|
%
|
|
|
17.7
|
%
|
|
|
20.1
|
%
|
|
|
|
|
|
|
18.1
|
%
|
Operating and administration expense ratio
|
|
|
11.8
|
%
|
|
|
10.1
|
%
|
|
|
11.3
|
%
|
|
|
23.1
|
%
|
|
|
|
|
|
|
11.8
|
%
|
Expense ratio
|
|
|
32.9
|
%
|
|
|
24.7
|
%
|
|
|
29.0
|
%
|
|
|
43.2
|
%
|
|
|
|
|
|
|
29.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
72.6
|
%
|
|
|
94.6
|
%
|
|
|
80.7
|
%
|
|
|
98.3
|
%
|
|
|
|
|
|
|
83.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-22
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2006
|
|
|
|
Property
|
|
|
Casualty
|
|
|
International
|
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
|
|
Reinsurance
|
|
|
Insurance
|
|
|
Insurance
|
|
|
Investing
|
|
|
Total
|
|
|
|
($ in millions, except percentages)
|
|
|
Gross written premiums
|
|
$
|
623.1
|
|
|
$
|
485.5
|
|
|
$
|
683.4
|
|
|
$
|
153.5
|
|
|
|
|
|
|
$
|
1,945.5
|
|
Net premiums written
|
|
|
476.5
|
|
|
|
474.0
|
|
|
|
607.2
|
|
|
|
105.9
|
|
|
|
|
|
|
|
1,663.6
|
|
Gross premiums earned
|
|
|
669.7
|
|
|
|
502.7
|
|
|
|
675.3
|
|
|
|
153.2
|
|
|
|
|
|
|
|
2,000.9
|
|
Net premiums earned
|
|
|
495.1
|
|
|
|
489.9
|
|
|
|
587.6
|
|
|
|
103.6
|
|
|
|
|
|
|
|
1,676.2
|
|
Losses and loss expenses
|
|
|
213.6
|
|
|
|
285.6
|
|
|
|
313.0
|
|
|
|
77.7
|
|
|
|
|
|
|
|
889.9
|
|
Policy acquisition expenses
|
|
|
123.9
|
|
|
|
81.4
|
|
|
|
97.0
|
|
|
|
20.5
|
|
|
|
|
|
|
|
322.8
|
|
Operating and administrative expenses
|
|
|
54.5
|
|
|
|
41.6
|
|
|
|
54.6
|
|
|
|
17.2
|
|
|
|
|
|
|
|
167.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting profit
|
|
|
103.1
|
|
|
|
81.3
|
|
|
|
123.0
|
|
|
|
(11.8
|
)
|
|
|
|
|
|
|
295.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
204.4
|
|
|
|
204.4
|
|
Realized investment gains (losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8.0
|
)
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment profit
|
|
$
|
103.1
|
|
|
$
|
81.3
|
|
|
$
|
123.0
|
|
|
$
|
(11.8
|
)
|
|
$
|
196.4
|
|
|
$
|
492.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13.1
|
)
|
Interest on long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16.9
|
)
|
Realized exchange gains/(losses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.5
|
|
Other income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
470.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net reserves for loss and loss adjustment expenses
|
|
$
|
553.5
|
|
|
$
|
961.8
|
|
|
$
|
791.1
|
|
|
$
|
45.3
|
|
|
|
|
|
|
$
|
2,351.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio
|
|
|
43.2
|
%
|
|
|
58.3
|
%
|
|
|
53.3
|
%
|
|
|
75.0
|
%
|
|
|
|
|
|
|
53.1
|
%
|
Policy acquisition expense ratio
|
|
|
25.0
|
%
|
|
|
16.6
|
%
|
|
|
16.5
|
%
|
|
|
19.8
|
%
|
|
|
|
|
|
|
19.3
|
%
|
Operating and administration expense ratio
|
|
|
11.0
|
%
|
|
|
8.5
|
%
|
|
|
9.3
|
%
|
|
|
16.6
|
%
|
|
|
|
|
|
|
10.0
|
%
|
Expense ratio
|
|
|
36.0
|
%
|
|
|
25.1
|
%
|
|
|
25.8
|
%
|
|
|
36.4
|
%
|
|
|
|
|
|
|
29.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined ratio
|
|
|
79.2
|
%
|
|
|
83.4
|
%
|
|
|
79.1
|
%
|
|
|
111.4
|
%
|
|
|
|
|
|
|
82.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-23
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Geographical Areas The following summary presents
the Companys gross written premiums based on the location
of the insured.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
($ in millions)
|
|
|
Australia/Asia
|
|
$
|
70.4
|
|
|
$
|
22.9
|
|
|
$
|
58.9
|
|
Caribbean
|
|
|
3.1
|
|
|
|
2.9
|
|
|
|
2.4
|
|
Europe
|
|
|
102.8
|
|
|
|
79.4
|
|
|
|
59.3
|
|
United Kingdom
|
|
|
188.2
|
|
|
|
198.8
|
|
|
|
217.5
|
|
United States & Canada (1)
|
|
|
926.7
|
|
|
|
855.0
|
|
|
|
929.9
|
|
Worldwide excluding United States (2)
|
|
|
112.8
|
|
|
|
119.3
|
|
|
|
120.1
|
|
Worldwide including United States (3)
|
|
|
553.3
|
|
|
|
482.8
|
|
|
|
531.0
|
|
Others
|
|
|
44.4
|
|
|
|
57.4
|
|
|
|
26.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,001.7
|
|
|
$
|
1,818.5
|
|
|
$
|
1,945.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
United States and
Canada comprises individual policies that insure risks
specifically in the United States and/or Canada, but not
elsewhere.
|
|
(2)
|
|
Worldwide excluding the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
excludes the United States.
|
|
(3)
|
|
Worldwide including the
United States comprises individual policies that insure
risks wherever they may be across the world but specifically
includes the United States.
|
Fixed maturities.
The following presents the
cost, gross unrealized gains and losses, and estimated fair
value of investments in fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Cost or
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Amortized Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
($ in millions)
|
|
|
U.S. Government Securities
|
|
$
|
601.3
|
|
|
$
|
49.9
|
|
|
$
|
(0.5
|
)
|
|
$
|
650.7
|
|
U.S. Agency Securities
|
|
|
356.6
|
|
|
|
36.7
|
|
|
|
(0.2
|
)
|
|
|
393.1
|
|
Municipal Securities
|
|
|
7.7
|
|
|
|
0.3
|
|
|
|
|
|
|
|
8.0
|
|
Corporate Securities
|
|
|
1,426.0
|
|
|
|
29.0
|
|
|
|
(30.5
|
)
|
|
|
1,424.5
|
|
Foreign Government
|
|
|
363.6
|
|
|
|
20.9
|
|
|
|
|
|
|
|
384.5
|
|
Asset-backed Securities
|
|
|
218.1
|
|
|
|
|
|
|
|
(12.6
|
)
|
|
|
205.5
|
|
Mortgage-backed Securities
|
|
|
1,392.4
|
|
|
|
33.6
|
|
|
|
(59.2
|
)
|
|
|
1,366.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income
|
|
$
|
4,365.7
|
|
|
$
|
170.4
|
|
|
$
|
(103.0
|
)
|
|
$
|
4,433.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-24
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Cost or
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Amortized Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
($ in millions)
|
|
|
U.S. Government Securities
|
|
$
|
634.8
|
|
|
$
|
14.7
|
|
|
$
|
(0.1
|
)
|
|
$
|
649.4
|
|
U.S. Agency Securities
|
|
|
320.4
|
|
|
|
9.2
|
|
|
|
|
|
|
|
329.6
|
|
Corporate Securities
|
|
|
1,513.8
|
|
|
|
15.3
|
|
|
|
(9.2
|
)
|
|
|
1,519.9
|
|
Foreign Government
|
|
|
425.8
|
|
|
|
3.6
|
|
|
|
(1.8
|
)
|
|
|
427.6
|
|
Asset-backed Securities
|
|
|
224.3
|
|
|
|
1.4
|
|
|
|
(0.5
|
)
|
|
|
225.2
|
|
Mortgage-backed Securities
|
|
|
1,225.0
|
|
|
|
12.8
|
|
|
|
(3.7
|
)
|
|
|
1,234.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed income
|
|
$
|
4,344.1
|
|
|
$
|
57.0
|
|
|
$
|
(15.3
|
)
|
|
$
|
4,385.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents the breakdown of investment
maturities by stated maturity. Actual maturities may differ from
those stated as a result of calls and prepayments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Fair
|
|
|
Average
|
|
|
|
|
|
Fair
|
|
|
Average
|
|
|
|
Amortized
|
|
|
Market
|
|
|
Ratings by
|
|
|
Amortized
|
|
|
Market
|
|
|
Ratings by
|
|
|
|
Cost
|
|
|
Value
|
|
|
Maturity
|
|
|
Cost
|
|
|
Value
|
|
|
Maturity
|
|
|
|
($ in millions)
|
|
|
Maturity and Ratings (excluding cash)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
324.0
|
|
|
$
|
328.9
|
|
|
|
AA+
|
|
|
$
|
321.5
|
|
|
$
|
321.6
|
|
|
|
AAA
|
|
Due after one year through five years
|
|
|
1,373.2
|
|
|
|
1,426.0
|
|
|
|
AA+
|
|
|
|
1,479.1
|
|
|
|
1,493.5
|
|
|
|
AA+
|
|
Due after five years through ten years
|
|
|
905.4
|
|
|
|
940.9
|
|
|
|
AA
|
|
|
|
954.5
|
|
|
|
968.7
|
|
|
|
AA
|
|
Due after ten years
|
|
|
152.6
|
|
|
|
165.1
|
|
|
|
AA+
|
|
|
|
139.7
|
|
|
|
142.7
|
|
|
|
AA+
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
2,755.2
|
|
|
|
2,860.9
|
|
|
|
|
|
|
|
2,894.8
|
|
|
|
2,926.5
|
|
|
|
|
|
Mortgage and asset-backed Securities
|
|
|
1,610.5
|
|
|
|
1,572.2
|
|
|
|
AAA
|
|
|
|
1,449.3
|
|
|
|
1,459.3
|
|
|
|
AAA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,365.7
|
|
|
$
|
4,433.1
|
|
|
|
|
|
|
$
|
4,344.1
|
|
|
$
|
4,385.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other investments.
Other investments represent
the Companys investments in funds of hedge funds which are
recorded using the equity method of accounting. Adjustments to
the carrying value of these investments are made based on the
net asset values reported by the fund managers, which results in
a carrying value that approximates fair value. Realized and
unrealized losses of $97.3 million (2007 gains
of $44.5 million, 2006 gains of
$6.9 million) have been recognized through the statement of
operations in the twelve months ended December 31, 2008.
The Company invested $150.0 million in the share capital of
two funds in 2006, a further $247.5 million in one of these
funds and $112.5 million in the share capital of a third
fund in 2007. In 2008, the Company sold share capital in the
funds that cost $198.6 million for proceeds of
$177.2 million realizing a loss of $21.4 million.
The Companys involvement with the funds is limited to the
making and holding of these investments and it is not committed
to making further investments in the funds; accordingly, the
carrying value of the investments represents the Companys
maximum exposure to loss as a result of its involvement with the
funds at each balance sheet date.
F-25
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Other investments as at December 31, 2008 and 2007 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Investment funds
|
|
$
|
311.3
|
|
|
$
|
286.9
|
|
|
$
|
510.0
|
|
|
$
|
561.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross unrealized loss.
The following tables
summarize as at December 31, 2008 and December 31,
2007, by type of security the aggregate fair value and gross
unrealized loss by length of time the security has been in an
unrealized loss position.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
0-12 months
|
|
|
Over 12 months
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
U.S. Government Securities
|
|
$
|
7.4
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.0
|
|
|
|
(0.1
|
)
|
|
$
|
8.4
|
|
|
$
|
(0.5
|
)
|
U.S. Agency Securities
|
|
|
11.4
|
|
|
|
(0.2
|
)
|
|
|
|
|
|
|
|
|
|
|
11.4
|
|
|
|
(0.2
|
)
|
Corporate Securities
|
|
|
326.8
|
|
|
|
(19.0
|
)
|
|
|
192.0
|
|
|
|
(11.5
|
)
|
|
|
518.8
|
|
|
|
(30.5
|
)
|
Asset-backed Securities
|
|
|
190.4
|
|
|
|
(11.1
|
)
|
|
|
15.0
|
|
|
|
(1.5
|
)
|
|
|
205.4
|
|
|
|
(12.6
|
)
|
Mortgage-backed Securities
|
|
|
212.4
|
|
|
|
(31.6
|
)
|
|
|
105.4
|
|
|
|
(27.6
|
)
|
|
|
317.8
|
|
|
|
(59.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
748.4
|
|
|
$
|
(62.3
|
)
|
|
$
|
313.4
|
|
|
$
|
(40.7
|
)
|
|
$
|
1,061.8
|
|
|
$
|
(103.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2007
|
|
|
|
0-12 months
|
|
|
Over 12 months
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Loss
|
|
|
value
|
|
|
Loss
|
|
|
Value
|
|
|
Loss
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
U.S. Government Securities
|
|
$
|
26.9
|
|
|
$
|
(0.1
|
)
|
|
$
|
11.4
|
|
|
|
|
|
|
$
|
38.3
|
|
|
$
|
(0.1
|
)
|
U.S. Agency Securities
|
|
|
|
|
|
|
|
|
|
|
5.9
|
|
|
|
|
|
|
|
5.9
|
|
|
|
|
|
Corporate Securities
|
|
|
221.0
|
|
|
|
(3.0
|
)
|
|
|
393.5
|
|
|
|
(6.2
|
)
|
|
|
614.5
|
|
|
|
(9.2
|
)
|
Foreign Government
|
|
|
13.7
|
|
|
|
(0.1
|
)
|
|
|
139.8
|
|
|
|
(1.7
|
)
|
|
|
153.5
|
|
|
|
(1.8
|
)
|
Asset-backed Securities
|
|
|
4.6
|
|
|
|
|
|
|
|
25.4
|
|
|
|
(0.5
|
)
|
|
|
30.0
|
|
|
|
(0.5
|
)
|
Mortgage-backed Securities
|
|
|
106.9
|
|
|
|
(0.6
|
)
|
|
|
185.3
|
|
|
|
(3.1
|
)
|
|
|
292.2
|
|
|
|
(3.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
373.1
|
|
|
$
|
(3.8
|
)
|
|
$
|
761.3
|
|
|
$
|
(11.5
|
)
|
|
$
|
1,134.4
|
|
|
$
|
(15.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008, the Company held 634 fixed
maturities (2007 396 fixed maturities) in an
unrealized loss position with a fair value of
$1,061.8 million (2007 $1,134.4 million)
and gross unrealized losses of $103.0 million
(2007 $15.3 million). The Company believes that
the gross unrealized losses are attributable mainly to a
combination of widening credit spreads and interest rate
movements and has concluded that the recovery period of those
investments in an unrealized loss position is temporary. In
addition, the unrealized losses are not a result of structural
or collateral issues.
Other-than-temporary
impairments.
The Company recorded
other-than-temporary
impairments for the twelve months ended December 31, 2008
of $59.6 million (2007- $Nil). Notwithstanding our intent
and ability to hold such securities until their market value
recovers to amortized cost, and despite indications that a
substantial number of these securities should continue to
perform in accordance with original terms, we have concluded
that we could not reasonably assert that the recovery period
would be temporary.
F-26
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We review all of our fixed maturities for potential impairment
each quarter based on criteria including issuer-specific
circumstances, credit ratings actions and general macro-economic
conditions. The process of determining whether a decline in
value is
other-than-temporary
requires considerable judgment. As part of the assessment
process we also evaluate our ability to hold any fixed maturity
security in an unrealized loss position until its market value
recovers to amortized cost.
Where we assess unrealized losses on securities to be temporary
at the balance sheet date, we incur no impairment charge, as we
maintain the ability and intent to hold these securities until
their market values recover to amortized cost.
Once a security has been identified as
other-than-temporarily
impaired, the amount of any impairment is determined by
reference to that securitys estimated fair value and
recorded as a charge to realized losses included in net income.
Classification within the fair value hierarchy under
SFAS 157.
From January 1, 2008, the
Company adopted SFAS 157.
Under SFAS 157, a company must determine the appropriate
level in the fair value hierarchy for each fair value
measurement. The fair value hierarchy in SFAS 157
prioritizes the inputs, which refer broadly to assumptions
market participants would use in pricing an asset or liability,
into three levels, which are described in detail below.
The Company considers prices for actively traded treasury
securities to be derived based on quoted prices in active
markets for identical assets (Level 1 inputs as defined in
SFAS 157). The Company considers prices for other
securities priced via vendors, indices, or broker-dealers to be
derived based on inputs that are observable for the asset,
either directly or indirectly (Level 2 inputs as defined in
SFAS 157).
The Company considers securities, other financial instruments
and derivative insurance contracts subject to fair value
measurement whose valuation is derived by internal valuation
models to be based largely on unobservable inputs (Level 3
inputs as defined in SFAS 157). There have been no changes
in the Companys use of valuation techniques since its
adoption of SFAS 157.
Our fixed income securities are traded on the
over-the-counter
market, based on prices provided by one or more market makers in
each security. Securities such as U.S. Government,
U.S. Agency, Foreign Government and investment grade
corporate bonds have multiple market makers in addition to
readily observable market value indicators such as expected
credit spread, except for Treasuries, over the yield curve. We
use a variety of pricing sources to value our fixed income
securities including those securities that have pay down/prepay
features such as mortgage-backed securities and asset-backed
securities in order to ensure fair and accurate pricing. The
fair value estimates of the investment grade securities in our
portfolio do not use significant unobservable inputs or modeling
techniques.
The Companys assets subject to SFAS 157 are allocated
between Levels 1, 2 and 3 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
($ in millions)
|
|
|
Fixed income maturities available for sale, at fair value
|
|
$
|
1,035.2
|
|
|
$
|
3,395.1
|
|
|
$
|
2.8
|
|
Short-term investments available for sale, at fair value
|
|
$
|
141.2
|
|
|
$
|
83.7
|
|
|
|
|
|
Derivatives at fair value
|
|
|
|
|
|
|
|
|
|
|
11.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,176.4
|
|
|
$
|
3,478.8
|
|
|
$
|
14.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents a reconciliation of the beginning
and ending balances for all assets measured at fair value on a
recurring basis using Level 3 inputs during the twelve
months ended
F-27
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
December 31, 2008. We transferred $2.8 million of
securities into Level 3 representing the estimated market
value of our holdings of Lehman Brothers Holdings Inc.
(Lehman Brothers) bonds. Although the market value
of these bonds was based on broker-dealer quoted prices at
December 31, 2008, management believes that this valuation,
in part, is based on market expectations of future recoveries
out of Lehman Brothers bankruptcy proceedings, which
involve significant unobservable inputs to the valuation.
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
($ in millions)
|
|
|
Beginning Balance
|
|
$
|
17.3
|
|
Total unrealized gains or (losses) included in earnings:
|
|
|
|
|
Securities transferred in/(out) of Level 3
|
|
|
2.8
|
|
Unrealized loss
|
|
|
(4.6
|
)
|
Realized loss
|
|
|
(0.9
|
)
|
|
|
|
|
|
Ending Balance
|
|
$
|
14.6
|
|
|
|
|
|
|
The Companys liability subject to SFAS 157 is
allocated between Levels 1, 2 and 3 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
($ in millions)
|
|
|
Liabilities under derivatives contracts
|
|
|
|
|
|
|
|
|
|
$
|
11.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
11.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table presents a reconciliation of the beginning
and ending balances for the liability measured at fair value on
a recurring basis using Level 3 inputs during the twelve
months ended December 31, 2008.
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
($ in millions)
|
|
|
Beginning Balance
|
|
$
|
19.0
|
|
Realized gains included in earnings
|
|
|
(4.1
|
)
|
Settlements
|
|
|
(3.8
|
)
|
|
|
|
|
|
Ending Balance
|
|
$
|
11.1
|
|
|
|
|
|
|
F-28
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
7.
|
Investment
Transactions
|
The following table sets out an analysis of investment
purchases/sales and maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Purchase of fixed maturity investments
|
|
$
|
2,627.0
|
|
|
$
|
2,864.6
|
|
|
$
|
2,137.0
|
|
Proceeds from sales and maturities of fixed maturity investments
|
|
|
(2,358.8
|
)
|
|
|
(2,402.7
|
)
|
|
|
(1,387.5
|
)
|
Net (sales)/ purchases of other investments
|
|
|
177.2
|
|
|
|
360.0
|
|
|
|
150.0
|
|
Net (sales)/purchases of short-term investments
|
|
|
24.3
|
|
|
|
(407.0
|
)
|
|
|
43.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net purchases
|
|
$
|
469.7
|
|
|
$
|
414.9
|
|
|
$
|
942.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of investment income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
($ in millions)
|
|
|
Fixed income maturities
|
|
$
|
204.5
|
|
|
$
|
200.9
|
|
|
$
|
162.3
|
|
Other investments
|
|
|
(97.3
|
)
|
|
|
44.5
|
|
|
|
6.9
|
|
Short-term investments
|
|
|
32.0
|
|
|
|
53.6
|
|
|
|
35.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
139.2
|
|
|
$
|
299.0
|
|
|
$
|
204.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in net investment income are investment management fees
of $5.6 million for the twelve months ended
December 31, 2008, $5.5 million for the twelve months
ended December 31, 2007 and $4.8 million for the
twelve months ended December 31, 2006.
F-29
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table summarizes the pre-tax realized investment
gains and losses, and the change in unrealized gains and losses
on investments recorded in shareholders equity and in
comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Pre-tax realized investment gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments & fixed maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains
|
|
$
|
12.1
|
|
|
$
|
5.4
|
|
|
$
|
1.8
|
|
Gross realized losses
|
|
|
(60.0
|
)
|
|
|
(18.5
|
)
|
|
|
(9.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total pre-tax realized investment losses
|
|
|
(47.9
|
)
|
|
|
(13.1
|
)
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains and losses
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities
|
|
|
25.7
|
|
|
|
90.2
|
|
|
|
(8.9
|
)
|
Short-term investments
|
|
|
(0.5
|
)
|
|
|
0.9
|
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total change in pre-tax unrealized gains (losses)
|
|
|
25.2
|
|
|
|
91.1
|
|
|
|
(8.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in taxes
|
|
|
(5.9
|
)
|
|
|
(16.8
|
)
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total change in unrealized gains, net of tax
|
|
$
|
19.3
|
|
|
$
|
74.3
|
|
|
$
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We purchase retrocession and reinsurance to limit and diversify
our own risk exposure and to increase our own insurance
underwriting capacity. These agreements provide for recovery of
a portion of losses and loss expenses from reinsurers. As is the
case with most reinsurance treaties, we remain liable to the
extent that reinsurers do not meet their obligations under these
agreements, and therefore, in line with our risk management
objectives, we evaluate the financial condition of our
reinsurers and monitor concentrations of credit risk.
Balances pertaining to reinsurance transactions are reported
gross on the consolidated balance sheet, meaning
that reinsurance recoverable on unpaid losses and ceded unearned
premiums are not deducted from insurance reserves but are
recorded as assets.
F-30
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The effect of assumed and ceded reinsurance on premiums written,
premiums earned and insurance losses and loss adjustment
expenses is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
($ in millions)
|
|
|
Premiums written
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
624.6
|
|
|
$
|
681.1
|
|
|
$
|
760.2
|
|
Assumed
|
|
|
1,377.1
|
|
|
|
1,137.4
|
|
|
|
1,185.3
|
|
Ceded
|
|
|
(166.2
|
)
|
|
|
(217.1
|
)
|
|
|
(281.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums written
|
|
$
|
1,835.5
|
|
|
$
|
1,601.4
|
|
|
$
|
1,663.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
505.1
|
|
|
$
|
692.9
|
|
|
$
|
749.6
|
|
Assumed
|
|
|
1,384.0
|
|
|
|
1,210.4
|
|
|
|
1,251.3
|
|
Ceded
|
|
|
(187.4
|
)
|
|
|
(169.7
|
)
|
|
|
(324.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premiums earned
|
|
$
|
1,701.7
|
|
|
$
|
1,733.6
|
|
|
$
|
1,676.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
$
|
357.0
|
|
|
$
|
609.9
|
|
|
$
|
476.0
|
|
Assumed
|
|
|
876.8
|
|
|
|
378.9
|
|
|
|
510.6
|
|
Ceded
|
|
|
(114.3
|
)
|
|
|
(69.0
|
)
|
|
|
(96.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net insurance losses and loss adjustment expense
.
|
|
$
|
1,119.5
|
|
|
$
|
919.8
|
|
|
$
|
889.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In respect of our insurance lines of business, we have different
reinsurance covers in place for each of line of business.
Ajax Re.
We entered into a reinsurance
agreement with Ajax Re that provides us with $100 million
of aggregate indemnity protection for certain losses from
individual earthquakes in California occurring between
August 18, 2007 and May 1, 2009. The reinsurance
agreement is fully collateralized by proceeds received by Ajax
Re from the issuance of catastrophe bonds. The amount of the
recovery is limited to the lesser of our losses and the
proportional amount of $100 million based on the PCS
reported losses and the attachment level of $23.1 billion
and the exhaustion level of $25.9 billion. The
$100 million of aggregate indemnity protection is exhausted
when the reported industry insured losses by PCS reach
$25.9 billion. At the balance sheet date, no recovery was
due from Ajax Re. For further information, see Note 18.
In order to ensure that Ajax Re had sufficient funding to
service the LIBOR portion of interest due on the bonds issued by
Ajax Re, Ajax Re entered into a total return swap (the
swap) with Lehman Financing, whereby Lehman
Financing directed Ajax Re to invest the proceeds from the bonds
into permitted investments. Lehman Brothers also provided a
guarantee of Lehman Financings obligations under the swap.
On September 15, 2008, Lehman Brothers filed for
bankruptcy, which is a termination event under the swap. Ajax Re
terminated the swap on September 16, 2008. To the extent
that the current market value of the underlying collateral held
in trust under the swap agreement is not at least equal to the
principal amount of the Ajax Re notes, there would be a
shortfall in the collateral account, from which the Company may
not be able to fully recover losses due in the event of a
California earthquake. The
F-31
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Company currently expects the value of the collateral to be
substantially less than $100 million, being the limit of
cover.
Credit insurance contract.
On
November 28, 2006, the Company entered into a credit
insurance contract which, subject to its terms, insures the
Company against losses due to the inability of one or more of
its reinsurance counterparties to meet their financial
obligations to the Company.
The Company considers that under SFAS 133,
Accounting for Derivative Instruments and Hedging
Activitie
s, as amended (SFAS 133)
this contract is a financial guarantee insurance contract that
does not qualify for exemption from treatment for accounting
purposes as a derivative. This is because it provides for the
final settlement, expected to take place two years after expiry
of cover, to include an amount attributable to outstanding and
IBNR claims which may not at that point in time be due and
payable to the Company.
As a result of the application of derivative accounting rules
under SFAS 133, the contract is treated as an asset and
measured at the directors estimate of its fair value.
Changes in the estimated fair value from time to time will be
included in the consolidated statement of operations.
The contract is for a maximum of five years and provides 90%
cover for a named panel of reinsurers up to individual defined
sub-limits.
The contract does allow, subject to certain conditions, for
substitution and replacement of panel members if the
Companys panel of reinsurers changes. Payments are made on
a quarterly basis throughout the period of the contract based on
the aggregate limit, which was set initially at
$477 million but is subject to adjustment.
The impact of this contract on net income in the twelve months
ended December 31, 2008 is a decrease in the fair value of
$7.8 million (2007 $9.0 million;
2006 $Nil) including an interest expense charge of
$0.9 million (2007 $1.2 million;
2006 $Nil).
Catastrophe Swap.
On August 17, 2004,
Aspen Bermuda entered into a risk transfer swap (cat
swap) with a non-insurance counterparty. During the cat
swaps three-year term which ended on August 20, 2007,
Aspen Bermuda made quarterly payments on an initial notional
amount ($100 million). In return Aspen Bermuda had the
right to receive payments of up to $100 million in total if
there were hurricanes making landfall in Florida and causing
damage in excess of $39 billion or earthquakes in
California causing insured damage in excess of $23 billion.
The Company recovered $26.3 million under this agreement.
We decided not to extend the development period under the cat
swap and we will not be making any further recoveries or
payments under this agreement.
This cat swap falls within the scope of SFAS 133 and is
therefore measured in the balance sheet at fair value with any
changes in the fair value shown on the consolidated statement of
operations.
The contract expired on August 20, 2007 and has no impact
on net income in the twelve months ended December 31, 2008
(2007 net loss of $2.4 million;
2006 net loss of $8.6 million).
Industry Loss Warranty Reinsurance.
We also
purchased $62.5 million of reinsurance capacity to provide
protection against Northeast U.S. wind events, with a recovery
of up to $62.5 million based on industry losses between
$27.5 billion and $50 billion. The amount of recovery
is based on our losses and PCS reported losses.
|
|
9.
|
Derivative
Financial Instruments
|
In addition to the derivative contracts discussed in
Note 8, the Company uses forward exchange contracts to
manage foreign currency risk. A forward foreign currency
exchange contract involves an obligation to purchase or sell a
specified currency at a future date at a price set at the time
of the
F-32
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
contract. Foreign currency exchange contracts will not eliminate
fluctuations in the value of our assets and liabilities
denominated in foreign currencies but rather allow us to
establish a rate of exchange for a future point in time. The
foreign currency contracts are recorded as derivatives at fair
value with changes recorded as a realized gain or loss in the
Companys statement of operations. At December 31,
2008, the Company held currency contracts to purchase
$18.8 million of U.S. and foreign currencies. For the
twelve months ended December 31, 2008, the impact on net
income of the foreign currency contracts is a loss of
$0.8 million (2007 loss of $2.4 million;
2006 $Nil).
|
|
10.
|
Reserves
For Losses And Adjustment Expenses
|
The following table represents a reconciliation of beginning and
ending consolidated loss and loss adjustment expenses
(LAE) reserves:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Provision for losses and LAE at start of year
|
|
$
|
2,946.0
|
|
|
$
|
2,820.0
|
|
|
$
|
3,041.6
|
|
Less reinsurance recoverable
|
|
|
(304.7
|
)
|
|
|
(468.3
|
)
|
|
|
(1,192.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and LAE at start of year
|
|
|
2,641.3
|
|
|
|
2,351.7
|
|
|
|
1,848.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and loss expenses (disposed) acquired
|
|
|
(15.4
|
)
|
|
|
11.0
|
|
|
|
0.7
|
|
Provision for losses and LAE for claims incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
1,203.0
|
|
|
|
1,027.2
|
|
|
|
941.2
|
|
Prior years
|
|
|
(83.5
|
)
|
|
|
(107.4
|
)
|
|
|
(51.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total incurred
|
|
|
1,119.5
|
|
|
|
919.8
|
|
|
|
889.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and LAE payments for claims incurred:
|
|
|
|
|
|
|
|
|
|
|
|
|
Current year
|
|
|
(205.2
|
)
|
|
|
(110.5
|
)
|
|
|
(137.3
|
)
|
Prior years
|
|
|
(534.2
|
)
|
|
|
(585.1
|
)
|
|
|
(332.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total paid
|
|
|
(739.4
|
)
|
|
|
(695.6
|
)
|
|
|
(469.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange (gains)/losses
|
|
|
(219.0
|
)
|
|
|
54.4
|
|
|
|
81.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and LAE reserves at year end
|
|
|
2,787.0
|
|
|
|
2,641.3
|
|
|
|
2,351.7
|
|
Plus reinsurance recoverables on unpaid losses at end of year
|
|
|
283.3
|
|
|
|
304.7
|
|
|
|
468.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss and LAE reserves at December 31, 2008, 2007 and 2006
|
|
$
|
3,070.3
|
|
|
$
|
2,946.0
|
|
|
$
|
2,820.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the twelve months ended December 31, 2008, there was a
reduction of $83.5 million in our estimate of the ultimate
claims to be paid in respect of prior accident years compared to
$107.4 million for the twelve months ended
December 31, 2007.
The net loss and loss expenses disposed of as at
December 31, 2008 of $15.4 million represent
reductions in reserves for several Lloyds syndicates which
we originally assumed under reinsurance to close arrangements
accounted for by the syndicates prior to 2006.
The majority of the net loss and loss expenses acquired as at
December 31, 2007 of $11.0 million represents loss
reserves assumed from Lloyds syndicates through quota
share arrangements relating to the portion of liabilities
accounted for by the syndicates prior to 2006.
F-33
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Aspen Holdings and Aspen Bermuda are incorporated under the laws
of Bermuda. Under current Bermudian law, they are not taxed on
any Bermuda income or capital gains taxes and they have received
an undertaking from the Bermuda Minister of Finance that, in the
event of any Bermuda income or capital gains being imposed, they
will be exempt from those taxes until 2016. The Companys
U.S. operating companies are subject to United States
corporate tax at a rate of 35%. Under the current laws of
England and Wales, Aspen U.K., AUL and Aspen Managing Agency
Limited are taxed at the U.K. corporate tax rate of 28%.
The Company adopted FIN 48 on January 1, 2007 with no
resulting material impact on the Companys results or
financial condition. The total amount of unrecognized tax
benefits at December 31, 2008 was $Nil. In addition, the
Company does not anticipate any significant changes to its total
unrecognized tax benefits within the next twelve months and
classifies all income tax associated with interest and penalties
as income tax expense. During the twelve months ended
December 31, 2008, the Company did not recognize or accrue
interest and penalties in respect of tax liabilities.
Income tax returns that have been filed by the
U.S. operating subsidiaries are subject to examination for
2003 and later tax years. The U.K. operating subsidiaries
income tax returns are subject to examination for the 2006, 2007
and 2008 tax years.
Total income tax for the twelve months ended December 31,
2008, 2007 and 2006 is allocated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
Income tax on income
|
|
$
|
36.4
|
|
|
$
|
85.0
|
|
|
$
|
92.3
|
|
Income tax/(recovery) on other comprehensive income
|
|
|
5.9
|
|
|
|
16.8
|
|
|
|
3.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax
|
|
$
|
42.3
|
|
|
$
|
101.8
|
|
|
$
|
95.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before tax and income tax expense/(benefit)
attributable to that income consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2008
|
|
|
|
Income
|
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
|
Before Tax
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
U.S.
|
|
$
|
(10.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S.
|
|
|
151.0
|
|
|
|
12.2
|
|
|
|
24.2
|
|
|
|
36.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
140.2
|
|
|
$
|
12.2
|
|
|
$
|
24.2
|
|
|
$
|
36.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2007
|
|
|
|
Income
|
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
|
Before Tax
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
U.S.
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S.
|
|
|
573.8
|
|
|
|
76.2
|
|
|
|
8.8
|
|
|
|
85.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
574.0
|
|
|
$
|
76.2
|
|
|
$
|
8.8
|
|
|
$
|
85.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-34
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2006
|
|
|
|
Income
|
|
|
Current
|
|
|
Deferred
|
|
|
Total
|
|
|
|
Before Tax
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
Income Taxes
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
U.S.
|
|
$
|
(16.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-U.S.
|
|
|
487.3
|
|
|
|
90.3
|
|
|
|
2.0
|
|
|
|
92.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
470.4
|
|
|
$
|
90.3
|
|
|
$
|
2.0
|
|
|
$
|
92.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average expected tax provision has been calculated
using the pre-tax accounting income/loss in each jurisdiction
multiplied by that jurisdictions applicable statutory tax
rate. The reconciliation between the provision for income taxes
and the expected tax at the weighted average rate provision is
provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Income Tax Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected tax provision at weighted average rate
|
|
$
|
36.3
|
|
|
$
|
105.6
|
|
|
$
|
85.5
|
|
Prior year adjustment
|
|
|
(2.4
|
)
|
|
|
(20.5
|
)
|
|
|
(3.0
|
)
|
Valuation provision on U.S. deferred tax assets
|
|
|
3.2
|
|
|
|
(0.1
|
)
|
|
|
6.5
|
|
Other
|
|
|
(0.7
|
)
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense
|
|
$
|
36.4
|
|
|
$
|
85.0
|
|
|
$
|
92.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tax effects of temporary differences that give rise to
deferred tax assets and deferred tax liabilities are presented
in the following table:
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in millions)
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Share options
|
|
$
|
4.5
|
|
|
$
|
2.5
|
|
Operating loss carry forwards
|
|
|
9.0
|
|
|
|
4.3
|
|
Unrealized losses on investments
|
|
|
|
|
|
|
|
|
Insurance reserves
|
|
|
2.3
|
|
|
|
2.9
|
|
Other temporary differences
|
|
|
3.8
|
|
|
|
5.4
|
|
|
|
|
|
|
|
|
|
|
Total gross deferred tax assets
|
|
|
19.6
|
|
|
|
15.1
|
|
Less valuation allowance
|
|
|
(12.0
|
)
|
|
|
(6.6
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
7.6
|
|
|
$
|
8.5
|
|
|
|
|
|
|
|
|
|
|
F-35
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in millions)
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Insurance equalization provision reserves
|
|
$
|
(52.8
|
)
|
|
$
|
(54.3
|
)
|
Intangible assets
|
|
|
(0.6
|
)
|
|
|
(0.6
|
)
|
Unrealized gains on investments
|
|
|
(12.7
|
)
|
|
|
(7.7
|
)
|
Deferred policy acquisition costs
|
|
|
|
|
|
|
(3.6
|
)
|
Other temporary differences
|
|
|
(5.1
|
)
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
Total gross deferred liabilities
|
|
|
(71.2
|
)
|
|
|
(68.2
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred liability
|
|
$
|
(63.6
|
)
|
|
$
|
(59.7
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities and assets represent the tax effect of
temporary differences between the value of assets and
liabilities for financial statement purposes and such values as
measured by U.K. and U.S. tax laws and regulations.
Deferred tax assets and liabilities from the same tax
jurisdiction have been netted off resulting in assets and
liabilities being recorded under the other receivable and
deferred income taxes captions on the balance sheet.
In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences and operating
losses become deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment.
At December 31, 2008, the Company had net operating loss
carryforwards for U.S. Federal income tax purposes of
$23.5 million which are available to offset future
U.S. Federal taxable income, if any, and expire in the year
2026.
A valuation allowance of $12.0 million has been established
against U.S. deferred tax assets.
The Companys authorized and issued share capital at
December 31, 2008 is set out below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
Number
|
|
|
U.S. $000
|
|
|
Number
|
|
|
U.S. $000
|
|
|
Authorized Share Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares 0.15144558¢ per share
|
|
|
969,629,030
|
|
|
|
1,469
|
|
|
|
969,629,030
|
|
|
|
1,469
|
|
Non-Voting Shares 0.15144558¢ per share
|
|
|
6,787,880
|
|
|
|
10
|
|
|
|
6,787,880
|
|
|
|
10
|
|
Preference Shares 0.15144558¢ per share
|
|
|
100,000,000
|
|
|
|
152
|
|
|
|
100,000,000
|
|
|
|
152
|
|
Issued Share Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued ordinary shares of 0.15144558¢ per share
|
|
|
81,506,503
|
|
|
|
123
|
|
|
|
85,510,673
|
|
|
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued preference shares of 0.15144558¢ each with a
liquidation preference of $50 per share
|
|
|
4,600,000
|
|
|
|
7
|
|
|
|
4,600,000
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued preference shares of 0.15144558¢ each with a
liquidation preference of $25 per share
|
|
|
8,000,000
|
|
|
|
12
|
|
|
|
8,000,000
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total issued share capital
|
|
|
|
|
|
|
142
|
|
|
|
|
|
|
|
149
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital ($ in millions)
|
|
|
|
|
|
|
1,754.8
|
|
|
|
|
|
|
|
1,846.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-36
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Additional paid in capital includes the aggregate liquidation
preferences of our preference shares of $430 million
(2007 $430 million) less issue costs of
$10.8 million (2007 $10.8 million).
The following table summarizes transactions in our ordinary
shares during the three-year period ended December 31, 2008.
|
|
|
|
|
|
|
Number of
|
|
|
|
Shares
|
|
|
Shares in issue at December 31, 2005
|
|
|
95,209,008
|
|
Share transactions in 2006:
|
|
|
|
|
Shares issued to the Names Trust upon the exercise of
investor options
|
|
|
3,757
|
|
Shares issued to employees under the share incentive plan
|
|
|
57,556
|
|
Repurchase of shares from the Names Trust
|
|
|
(16,425
|
)
|
Repurchase of shares from shareholders
|
|
|
(7,465,521
|
)
|
|
|
|
|
|
Shares in issue at December 31, 2006
|
|
|
87,788,375
|
|
Share transactions in 2007:
|
|
|
|
|
Shares issued to the Names Trust upon the exercise of
investor options
|
|
|
7,381
|
|
Shares issued to Wellington Investment Holdings (Jersey) Limited
upon the exercise of investor options
|
|
|
426,083
|
|
Shares issued to employees under the share incentive plan
|
|
|
852,677
|
|
Repurchase of shares from the Names Trust
|
|
|
(44,013
|
)
|
Repurchase of shares from shareholders
|
|
|
(3,519,830
|
)
|
|
|
|
|
|
Shares in issue at December 31, 2007
|
|
|
85,510,673
|
|
Share transactions in 2008:
|
|
|
|
|
Shares issued to the Names Trust upon the exercise of
investor options
|
|
|
3,369
|
|
Shares issued to employees under the share incentive plan
|
|
|
224,263
|
|
Repurchase of shares from the Names Trust
|
|
|
(11,447
|
)
|
Repurchase of shares from shareholders(1)
|
|
|
(4,220,355
|
)
|
|
|
|
|
|
Shares in issue at December 31, 2008
|
|
|
81,506,503
|
|
|
|
|
|
|
|
|
|
(1)
|
|
139,555 shares were acquired
and cancelled on March 20, 2008 in accordance with the
accelerated share repurchase contract described below and
4,080,800 were acquired and cancelled on May 19, 2008
through a privately-negotiated transaction with the last of our
founding shareholders, Candover Partners Limited and its
affiliates and the trustee to a Candover employee trust.
|
Ordinary Share Repurchases.
On
November 9, 2007, we entered into a contract with Goldman
Sachs & Co. (Goldman Sachs) for the
purchase of ordinary shares to the fixed value of
$50 million (the ASR). Under this arrangement
we acquired and cancelled the minimum number of shares of
1,631,138 shares on November 28, 2007. On
March 20, 2008, the ASR was completed pursuant to which we
cancelled an additional 139,555 ordinary shares.
On May 13, 2008, we entered into a share purchase agreement
with one of the Companys founding shareholders, Candover
Investments plc, its subsidiaries and funds under management and
Halifax EES Trustees International Limited, as trustees to a
Candover employee trust, to repurchase a total of
F-37
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
4,080,800 ordinary shares for a total purchase price is
$100 million. The ordinary shares were purchased and
cancelled on May 19, 2008.
Employee Share Purchase Plans.
On
April 30, 2008, the shareholders of the Company approved
the Employee Share Purchase Plan (the ESPP), the
U.K. Sharesave Plan and the international plan, which are
implemented by a series of consecutive offering periods as
determined by the Board. In respect of the ESPP, employees can
save up to $500 per month over a two-year period, at the end of
which they will be eligible to purchase Company shares at a
discounted price. In respect of the U.K. Sharesave Plan,
employees can save up to £250 per month over a three-year
period, at the end of which they will be eligible to purchase
Company shares at a discounted price. The purchase price will be
eighty-five percent (85%) of the fair market value of a share on
the offering date which may be adjusted upon changes in
capitalization of the Company. No shares were issued under the
plan during 2008.
During 2005, the Company issued 4,000,000 Perpetual Preferred
Income Equity Replacement Securities (Perpetual
PIERS). Each Perpetual PIERS has a liquidation preference
of $50 and will receive dividends on a non-cumulative basis only
when declared by our Board of Directors at an annual rate of
5.625% of the $50 Liquidation Preference of each Perpetual
PIERS. Each Perpetual PIERS is convertible at the holders
option at any time, initially based on a conversion rate of
1.7077 ordinary shares per share, into one Perpetual Preference
Share (as defined below) and a number of ordinary shares based
on the average of twenty daily share prices of the ordinary
shares adjusted by the conversion rate. We raised proceeds of
$193.8 million, net of total costs of $6.2 million
from this issuance.
In January 2006, an additional 600,000 Perpetual PIERS were
issued following the exercise of an over-allotment option by the
underwriters of the initial Perpetual PIERS issue and we
received proceeds of $29.1 million net of total costs of
$0.9 million from this issuance.
On November 15, 2006, the Company issued 8,000,000
preference shares with a liquidation preference of $25 for an
aggregate amount of $200 million (the Perpetual
Preference Shares). Each share will receive dividends on a
non-cumulative basis only when declared by our Board of
Directors initially at an annual rate of 7.401%. Starting on
January 1, 2017, the dividend rate will be paid at a
floating annual rate, reset quarterly, equal to
3-month
LIBOR plus 3.28%. These shares have no stated maturity but are
callable at the option of the Company on or after the 10th
anniversary of the date of issuance. We raised proceeds of
$196.3 million, net of total costs of $3.7 million
from this issuance.
In the event of liquidation of the Company, the holders of
outstanding preference shares would have preference over the
ordinary shareholders and would receive a distribution equal to
the liquidation preference per share, subject to availability of
funds. In connection with the issuance of the Perpetual
Preference Shares, the Company entered into a Replacement
Capital Covenant with respect to the Perpetual Preference
Shares, initially for the benefit of persons that hold the
Companys senior notes, that the Company will not redeem or
repurchase the Perpetual Preference Shares on or before
November 15, 2046, unless, during the six months prior to
the date of that redemption or repurchase, the Company receives
a specified amount of proceeds from the sale of ordinary shares.
|
|
14.
|
Statutory
Requirements and Dividends Restrictions
|
As a holding company, Aspen Holdings relies on dividends and
other distributions from its insurance subsidiaries to provide
cash flow to meet ongoing cash requirements, including any
future debt service payments and other expenses, and to pay
dividends, if any, to our preference and ordinary shareholders.
F-38
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The ability of our Insurance Subsidiaries to pay us dividends or
other distributions is subject to the laws and regulations
applicable to each jurisdiction, as well as the Insurance
Subsidiaries need to maintain capital requirements
adequate to maintain their insurance and reinsurance operations
and their financial strength ratings issued by independent
rating agencies. There were no significant restrictions on the
ability of Aspen U.K. and Aspen Bermuda to pay dividends funded
from their respective accumulated balances of retained income as
at December 31, 2008 of approximately $446 million and
$164 million, respectively. Aspen Specialty could pay a
dividend without regulatory approval of approximately
$26 million. AUL had no distributable reserves as at
December 31, 2008.
As of December 31, 2008, there were no restrictions under
Bermuda law or the law of any other jurisdiction on the payment
of dividends from retained earnings by Aspen Holdings.
Actual and required statutory capital and surplus for the
principal operating subsidiaries of the Company as at
December 31, 2008 is approximately:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
Lloyds
|
|
|
Bermuda
|
|
|
U.K.
|
|
|
|
($ in millions)
|
|
|
Required statutory capital and surplus
|
|
|
9.0
|
|
|
|
200.0
|
|
|
|
563.0
|
|
|
|
169.0
|
|
Statutory capital and surplus
|
|
|
115.0
|
|
|
|
200.0
|
|
|
|
1,337.0
|
|
|
|
1,235.0
|
|
The Company operates defined contribution retirement plans for
the majority of its employees at varying rates of their
salaries, up to a maximum of 20%. Total contributions by the
Company to the retirement plan were $6.2 million in the
twelve months ended December 31, 2008, $6.4 million in
the twelve months ended December 31, 2007 and
$5.6 million in the twelve months ended December 31,
2006.
The Company has issued options and other equity incentives under
three arrangements: investor options, employee incentive plan
and non-employee director plan. When options are exercised or
other equity awards have vested, new shares are issued as the
Company does not currently hold treasury shares. Until
January 1, 2006, the employee stock option grants were
measured and recognized according to the fair value recognition
provisions of SFAS No. 123
Accounting For
Stock Based Compensation
. Effective January 1,
2006, the Company adopted the provisions of SFAS 123
(revised 2004)
Share Based Payments
which requires all entities to apply a fair value based
measurement method and an estimate of future forfeitures in the
calculation of the compensation costs of stock options and
restricted share units.
The investor options were issued on June 21, 2002 in
consideration for: the transfer of an underwriting team from
Wellington; the right to seek to renew certain business written
by Syndicate 2020; an agreement in which Wellington agreed not
to compete with Aspen U.K. through March 31, 2004; and the
use of the Wellington name and logo and the provision of certain
outsourced services to the Company. The Company conferred the
option to subscribe for up to 6,787,880 ordinary shares of Aspen
Holdings to Wellington and members of Syndicate 2020 who were
not corporate members of Wellington. The options conferred to
the members of Syndicate 2020 are held for their benefit by
Appleby Services (Bermuda) Ltd. (formerly Appleby Trust
(Bermuda) Limited) (the Names Trustee). The
options held by Wellington were transferred to one of its
affiliates in December 2005, Wellington Investment Holdings
(Jersey) Limited (Wellington Investment). The
subscription price payable under
F-39
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
the options is initially £10 and increases by 5% per annum,
less any dividends paid. Option holders are not entitled to
participate in any dividends prior to exercise and would not
rank as a creditor in the event of liquidation. If not
exercised, the options will expire after a period of ten years.
Wellington Investment exercised all of its options on a cashless
basis on March 28, 2007 at an exercise price of $22.52 per
share. This resulted in the issuance of 426,083 ordinary shares
by the Company.
In connection with our initial public offering, the Names
Trustee exercised 440,144 Names Options on both a cash and
cashless basis, pursuant to which 152,583 ordinary shares were
issued. In 2006, the Names Trustee exercised 34,155
Names Options on both a cash and cashless basis pursuant
to which 3,757 ordinary shares were issued. During the year
ended December 31, 2007, the Names Trustee exercised
66,759 Names Options on both a cash and cashless basis
resulting in the issue of 7,381 ordinary shares. During 2008,
the Names Trustee exercised 20,641 Names Options on
both a cash and cashless basis resulting in the issue of 3,369
ordinary shares. At December 31, 2008, the Names
Trustee held 1,285,522 Names Options (2007
1,306,163).
The following table summarizes information about investor
options to purchase ordinary shares outstanding at
December 31, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2008
|
|
|
At December 31, 2007
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
|
|
Option Holder
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Price
|
|
|
Expiration
|
|
|
Names Trustee (Appleby Services (Bermuda) Ltd)
|
|
|
1,285,522
|
|
|
|
1,285,522
|
|
|
|
1,306,163
|
|
|
|
1,306,163
|
|
|
$
|
17.57
|
(1)
|
|
|
June 21, 2012
|
|
|
|
|
(1)
|
|
Exercise price at
December 15, 2008 being the most recent exercise date.
Exercise price at any date is the amount in U.S. Dollars
converted at an average exchange rate over a
five-day
period from an underlying price of £10 per share increased
by 5% per annum from June 21, 2002 to date of exercise,
less the amount of any prior dividend or distribution per share.
|
|
|
(b)
|
Employee
equity incentives
|
Employee options and other awards are granted under the Aspen
2003 Share Incentive Plan, as amended. When options are
converted, new shares are issued as the Company does not
currently hold treasury shares.
Options.
The following table summarizes
information about employee options outstanding to purchase
ordinary shares at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Remaining
|
|
|
|
Options
|
|
|
|
|
|
Fair Value at
|
|
|
Contractual
|
|
Option Holder
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Exercise Price
|
|
|
Grant Date
|
|
|
Time
|
|
|
2003 Option grants
|
|
|
2,362,503
|
|
|
|
2,036,872
|
|
|
$
|
16.20
|
|
|
$
|
5.31
|
|
|
|
4 yrs 8 mths
|
|
2004 Option grants
|
|
|
148,892
|
|
|
|
148,892
|
|
|
$
|
24.44
|
|
|
$
|
5.74
|
|
|
|
6 yrs
|
|
2006 Option grants February 16
|
|
|
655,663
|
|
|
|
655,663
|
|
|
$
|
23.65
|
|
|
$
|
6.99
|
|
|
|
7 yrs 2 mths
|
|
2006 Option grants August 4
|
|
|
39,980
|
|
|
|
39,980
|
|
|
$
|
23.19
|
|
|
$
|
4.41
|
|
|
|
7 yrs 8 mths
|
|
2007 Option grants May 4
|
|
|
522,953
|
|
|
|
|
|
|
$
|
27.28
|
|
|
$
|
6.13
|
|
|
|
5 yrs 4 mths
|
|
2007 Option grants October 22
|
|
|
15,198
|
|
|
|
|
|
|
$
|
27.52
|
|
|
$
|
5.76
|
|
|
|
5 yrs 9 mths
|
|
With respect to the 2003 options, 65% of the options are subject
to time-based vesting with 20% vesting upon grant and 20%
vesting on each December 31 of the calendar years 2003, 2004,
2005 and
F-40
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
2006. The remaining 35% of the initial grant options are subject
to performance-based vesting, with any unvested amounts
cliff-vesting on December 31, 2009.
The 2004 options vest over a three-year period with vesting
subject to the achievement of Company performance targets. The
options lapse if the criteria are not met. As at
December 31, 2004, not all performance targets were met and
242,626 options were cancelled.
The 525,881 employee options granted in 2005 were cancelled
because the applicable performance targets were not met.
The 2006 options vest at the end of a three-year period with
vesting subject to the achievement of one-year and three-year
performance targets. The options lapse if the criteria are not
met. As at December 31, 2008, all of the one-year
performance targets were met and therefore 250,556 options
vested and 88.3% or 445,087 of the remaining two-thirds vested.
The 2007 option grants are not subject to performance conditions
and will vest at the end of the three-year period from the date
of grant (May 4, 2010). The options will be exercisable for
a period of seven years from the date of grant.
The table below shows the number of options exercised and
forfeited by each type of option grant as at December 31,
2008:
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Option Holder
|
|
Exercised
|
|
|
Forfeited
|
|
|
2003 Option grants
|
|
|
827,771
|
|
|
|
693,756
|
|
2004 Option grants
|
|
|
81,276
|
|
|
|
269,945
|
|
2005 Option grants
|
|
|
|
|
|
|
525,881
|
|
2006 Option grants
|
|
|
|
|
|
|
519,005
|
|
2007 Option grants
|
|
|
|
|
|
|
84,688
|
|
The intrinsic value of options exercised in the twelve months
ended December 31, 2008 was $2.2 million
(2007 $8.0 million).
The following table shows the compensation costs charged in the
twelve months ended December 31, 2008, 2007 and 2006 by
each type of option granted.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
Option Holder
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2003 Option grants
|
|
$
|
0.8
|
|
|
$
|
1.5
|
|
|
$
|
3.2
|
|
2004 Option grants
|
|
|
|
|
|
|
|
|
|
$
|
0.5
|
|
2005 Option grants
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 Option grants
|
|
$
|
1.6
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
2007 Option grants
|
|
$
|
1.2
|
|
|
$
|
1.1
|
|
|
|
|
|
2008 Option grants
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation cost charged against income for the 2005 and 2008
option grants was $Nil as performance targets were not met.
There were no further compensation costs for the 2004 option
grants as they have vested in accordance with their terms.
F-41
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table shows the per share weighted average fair
value and the related underlying assumptions using a modified
Black-Scholes option pricing model by date of grant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date
|
|
|
|
October 22,
|
|
|
May 4,
|
|
|
August 4,
|
|
|
February 16,
|
|
|
December 23,
|
|
|
August 20,
|
|
|
|
2007
|
|
|
2007
|
|
|
2006
|
|
|
2006
|
|
|
2004
|
|
|
2003(1)
|
|
|
Per share weighted average fair value
|
|
$
|
5.76
|
|
|
$
|
6.14
|
|
|
$
|
4.41
|
|
|
$
|
6.99
|
|
|
$
|
5.74
|
|
|
$
|
5.31
|
|
Risk free interest rate
|
|
|
4.09%
|
|
|
|
4.55%
|
|
|
|
5.06%
|
|
|
|
4.66%
|
|
|
|
3.57%
|
|
|
|
4.70%
|
|
Dividend yield
|
|
|
2.1%
|
|
|
|
2.2%
|
|
|
|
2.6%
|
|
|
|
2.7%
|
|
|
|
0.5%
|
|
|
|
0.6%
|
|
Expected life
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
5 years
|
|
|
|
7 years
|
|
Share price volatility
|
|
|
20.28%
|
|
|
|
23.76%
|
|
|
|
19.33%
|
|
|
|
35.12%
|
|
|
|
19.68%
|
|
|
|
0%
|
|
Foreign currency volatility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.40%
|
|
|
|
9.40%
|
|
|
|
|
(1)
|
|
The 2003 options had a price
volatility of zero. The minimum value method was utilized
because the Company was unlisted on the date that the options
were issued. Foreign currency volatility of 9.40% was applied as
the exercise price was initially in British Pounds and the share
price of the Company is in U.S. Dollars.
|
The above table does not show the per share weighted average
fair value and the related underlying assumptions for the 2005
options as the performance targets were not met.
The total tax benefit recognized by the Company in relation to
employee options in the twelve months ended December 31,
2008 was $0.6 million. (2007 $0.7 million;
2006 $1.1 million)
Restricted Share Units.
The following table
summarizes information about restricted share units by year of
grant as at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008 Restricted Share Units
|
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
RSU Holder
|
|
Granted
|
|
|
Vested
|
|
|
Forfeited
|
|
|
Outstanding
|
|
|
2004 Grants
|
|
|
95,850
|
|
|
|
95,850
|
|
|
|
|
|
|
|
|
|
2005 Grants
|
|
|
48,913
|
|
|
|
47,793
|
|
|
|
1,120
|
|
|
|
|
|
2006 Grants
|
|
|
184,356
|
|
|
|
178,895
|
|
|
|
|
|
|
|
5,461
|
|
2007 Grants
|
|
|
120,387
|
|
|
|
40,134
|
|
|
|
|
|
|
|
80,253
|
|
2008 Grants
|
|
|
67,290
|
|
|
|
|
|
|
|
|
|
|
|
67,290
|
|
Restricted share units typically vest over a three-year period,
with one-third of the grant vesting each year, subject to the
participants continued employment. Some of the grants vest
at year-end, while other grants vest on the anniversary of the
date of grant over a three-year period. Holders of restricted
share units will be paid one ordinary share for each unit that
vests as soon as practicable following the vesting date. Holders
of restricted share units generally will not be entitled to any
rights of a holder of ordinary shares, including the right to
vote, unless and until their units vest and ordinary shares are
issued but they are entitled to receive dividend equivalents.
Dividend equivalents will be denominated in cash and paid in
cash if and when the underlying units vest.
The fair value of the restricted share units is based on the
closing price on the date of the grant. The fair value is
expensed through the income statement evenly over the vesting
period.
Compensation cost in respect of restricted share units charged
against income was $2.8 million for the twelve months ended
December 31, 2008 (2007 $3.4 million;
2006 $3.2 million).
F-42
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Performance Shares.
The following table
summarizes information about performance shares by year of grant
as at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
Performance Share Awards
|
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
Performance Share Holder
|
|
Granted
|
|
|
Earned
|
|
|
Forfeited
|
|
|
Outstanding
|
|
|
2004 Grants
|
|
|
150,074
|
|
|
|
25,187
|
|
|
|
124,887
|
|
|
|
|
|
2005 Grants
|
|
|
131,227
|
|
|
|
|
|
|
|
131,227
|
|
|
|
|
|
2006 Grants
|
|
|
317,954
|
|
|
|
196,187
|
|
|
|
121,767
|
|
|
|
|
|
2007 Grants
|
|
|
439,203
|
|
|
|
164,166
|
|
|
|
148,839
|
|
|
|
126,198
|
|
2008 Grants
|
|
|
587,095
|
|
|
|
|
|
|
|
199,398
|
|
|
|
387,697
|
|
One-third of the 2004, 2005 and 2006 performance shares vests
based on the achievement of one-year performance targets on the
year of grant, and two-thirds vest based on the achievement of
an average performance target over a three-year period.
Performance share awards are not entitled to dividends before
they vest. Performance shares that vest will only be issued
following the approval of the Board of Directors of the final
performance target in the three-year period, and subject to the
participants continued employment.
Of the 150,074 performance share awards granted in 2004, as at
December 31, 2004, all targets had not been met with
respect to the one-third portion of the grant and therefore
24,267 share grants were cancelled. The remaining
two-thirds of the 2004 grant have also been cancelled as
performance targets were not met.
With respect to the performance share awards granted in 2005, of
the 131,227 performance shares, one-third of the grant was
cancelled as the performance targets for the one-third portion
of the grant were not met. The remaining two-thirds of the 2005
grant have also been cancelled as performance targets were not
met.
With respect to the performance share awards granted in 2006,
all of the one-year performance targets were met and therefore
70,662 shares vested. Of the remaining two-thirds of the
2006 grant, 88.3% of such portion will vest
The 2007 performance shares are subject to a four-year vesting
period. Twenty-five percent (25%) of the grant will be eligible
for vesting each year based on the following formula, and will
only be issuable at the end of the four-year period. If the ROE
achieved in any given year is less than 10%, then the portion of
the performance shares subject to the vesting conditions in such
year will be forfeited (i.e., 25% of the initial grant). If the
ROE achieved in any given year is between 10% and 15%, then the
percentage of the performance shares eligible for vesting in
such year will be between 10% and 100% on a straight-line basis.
If the ROE achieved in any given year is between 15% and 25%,
then the percentage of the performance shares eligible for
vesting in such year will be between 100% and 200% on a
straight-line basis.
With respect to the 2007 performance shares, in respect of
one-fourth of the grant subject to the 2007 ROE test, 166% is
eligible for vesting as the 2007 ROE was 21.6% and in respect of
one-fourth of the grant subject to the 2008 ROE test, none will
vest as the 2008 ROE was below 10%.
On April 29, 2008, the Compensation Committee approved the
grant of 591,749 performance shares, of which 587,095 were
granted with a grant date of May 2, 2008. The performance
shares will be subject to a three-year vesting period with a
separate annual ROE test for each year. One-third of the grant
will be eligible for vesting each year based on the following
formula, and will only be issuable at the end of the three-year
period. If the ROE achieved in any given year is less than 10%,
then the portion of the
F-43
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
performance shares subject to the vesting conditions in such
year will be forfeited (i.e., 33.33% of the initial grant). If
the ROE achieved in any given year is between 10% and 15%, then
the percentage of the performance shares eligible for vesting in
such year will be between 10% and 100% on a straight-line basis.
If the ROE achieved in any given year is between 15% and 25%,
then the percentage of the performance shares eligible for
vesting in such year will be between 100% and 200% on a
straight-line basis. There is no additional vesting if the ROE
is greater than 25%. Notwithstanding the vesting criteria for
each given year, if in any given year, the shares eligible for
vesting are greater than 100% for the portion of such
years grant (i.e., the ROE was greater than 15% in such
year) and the average ROE over such year and the preceding year
is less than 10%, then only 100% (and no more) of the shares
that are eligible for vesting in such year shall vest. If the
average ROE over the two years is greater than 10%, then there
will be no diminution in vesting and the shares eligible for
vesting in such year will vest in accordance with the vesting
schedule without regard to the average ROE over the two-year
period.
With respect to the 2008 performance shares, one-third of the
grant will be forfeited as the 2008 ROE was below 10%.
The fair value of the performance share awards is based on the
value of the average of the high and the low of the share price
on the date of the grant less a deduction for expected dividends
which would not accrue during the vesting period.
Compensation cost charged against income in respect of
performance shares was $1.8 million for the twelve months
ended December 31, 2008 (2007
$5.8 million; 2006 $1.9 million).
A summary of performance share activity under the Companys
2003 Share Incentive Plan for the twelve months ended
December 31, 2008 is presented below:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Number of
|
|
|
Grant Date
|
|
|
|
Shares
|
|
|
Fair Value
|
|
|
Outstanding performance share awards, beginning of period
|
|
|
617,801
|
|
|
$
|
24.38
|
|
Granted
|
|
|
587,095
|
|
|
$
|
24.48
|
|
Earned
|
|
|
(254,368
|
)
|
|
$
|
23.46
|
|
Forfeited
|
|
|
(436,633
|
)
|
|
$
|
24.50
|
|
|
|
|
|
|
|
|
|
|
Outstanding performance share awards, end of period
|
|
|
513,895
|
|
|
$
|
24.85
|
|
|
|
|
|
|
|
|
|
|
|
|
c)
|
Non-employee
equity incentives
|
Non-employee director options are granted under the Aspen 2006
Stock Option Plan for Non-Employee Directors (the Director
Stock Option Plan). On May 2, 2007 the shareholders
approved the amendment to the Director Stock Option Plan to
allow the issuance of restricted share units and to rename the
Plan the 2006 Stock Incentive Plan for Non-Employee
Directors.
Options.
The following table summarizes
information about non-employee director options outstanding to
purchase ordinary shares at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Exercise
|
|
|
Fair Value at
|
|
|
Remaining
|
|
Option Holder
|
|
Outstanding
|
|
|
Exercisable
|
|
|
Price
|
|
|
Grant Date
|
|
|
Contractual Time
|
|
|
Non-Employee Directors 2006 Option grants (May 25)
|
|
|
17,740
|
|
|
|
|
|
|
$
|
21.96
|
|
|
$
|
4.24
|
|
|
|
7 yrs 5 months
|
|
Non-Employee Directors 2007 Option grants (July 30)
|
|
|
4,024
|
|
|
|
|
|
|
$
|
24.76
|
|
|
$
|
4.97
|
|
|
|
8 yrs 7 months
|
|
F-44
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The options issued in 2006 and 2007 vest at the end of a
three-year period from the date of grant subject to continued
service as a director. Vested options are exercisable for a
period of ten years from the date of grant.
The amounts for the non-employee director options granted were
estimated on the date of grant using a modified Black-Scholes
option pricing model under the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
Grant date
|
|
|
|
July 30, 2007
|
|
|
May 25, 2006
|
|
|
Per share weighted average fair value
|
|
$
|
4.97
|
|
|
$
|
4.24
|
|
Risk-free interest rate
|
|
|
4.64%
|
|
|
|
4.85%
|
|
Dividend yield
|
|
|
2.4%
|
|
|
|
2.7%
|
|
Expected life
|
|
|
5 years
|
|
|
|
5 years
|
|
Share price volatility
|
|
|
19.55%
|
|
|
|
20.05%
|
|
Restricted Share Units.
The following table
summarizes information about restricted share units issued to
non-employee directors as at December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
|
Restricted Share Units
|
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
Amount
|
|
|
|
Granted
|
|
|
Vested
|
|
|
Forfeited
|
|
|
Outstanding
|
|
|
Non-Employee Directors 2007
|
|
|
15,915
|
|
|
|
12,532
|
|
|
|
3,383
|
|
|
|
|
|
Non-Employee Directors 2008
|
|
|
16,151
|
|
|
|
9,625
|
|
|
|
|
|
|
|
6,526
|
|
Chairman 2007
|
|
|
7,380
|
|
|
|
2,460
|
|
|
|
|
|
|
|
4,920
|
|
Chairman 2008
|
|
|
7,651
|
|
|
|
|
|
|
|
|
|
|
|
7,651
|
|
One-twelfth of the restricted share units will vest on each one
month anniversary of the date of grant, with 100% of the
restricted share units becoming vested and issued on the first
anniversary of the grant date, or on the date of departure of a
director (for the amount vested through such date). Restricted
share units entitle the holder to receive one ordinary share
unit for each unit that vests. Holders of restricted share units
are not entitled to any of the rights of a holder of ordinary
shares, including the right to vote, unless and until their
units vest and ordinary shares are issued but they are entitled
to receive dividend equivalents with respect to their units.
Dividend equivalents will be denominated in cash and paid in
cash if and when the underlying units vest.
In respect of the restricted share units granted to the
Chairman, one-third of the grants vests on the anniversary date
of grant over a three-year period.
The fair value of the restricted share units is based on the
closing price on the date of the grant.
Compensation cost charged against income was $0.7 million
for the twelve months ended December 31, 2008
(2007 $0.3 million).
F-45
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
(d)
|
Summary
of investor options and employee and non-employee share options
and restricted share units.
|
A summary of option activity and restricted share unit activity
discussed above is presented in the tables below:
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
Number of
|
|
|
Weighted Average
|
|
Option activity
|
|
Options
|
|
|
Exercise Price
|
|
|
Outstanding options, beginning of period
|
|
|
6,043,233
|
|
|
$
|
20.58
|
|
Exercised
|
|
|
(150,891
|
)
|
|
$
|
16.20
|
|
Forfeited or expired
|
|
|
(839,867
|
)
|
|
$
|
20.32
|
|
|
|
|
|
|
|
|
|
|
Outstanding options, end of period
|
|
|
5,052,475
|
|
|
$
|
19.40
|
|
|
|
|
|
|
|
|
|
|
Exercisable options, end of period
|
|
|
4,166,929
|
|
|
$
|
19.56
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
Number of
|
|
|
Grant Date
|
|
Restricted share unit activity
|
|
Shares
|
|
|
Fair Value
|
|
|
Outstanding restricted stock, beginning of period
|
|
|
243,174
|
|
|
$
|
25.11
|
|
Granted
|
|
|
91,092
|
|
|
$
|
25.61
|
|
Vested
|
|
|
(161,857
|
)
|
|
$
|
23.69
|
|
Forfeited
|
|
|
(308
|
)
|
|
$
|
27.10
|
|
|
|
|
|
|
|
|
|
|
Outstanding restricted stock, end of period
|
|
|
172,101
|
|
|
$
|
26.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, 2008
|
|
|
As at December 31, 2007
|
|
|
|
|
|
|
Insurance
|
|
|
|
|
|
Insurance
|
|
Cost and net book value
|
|
Trade Mark
|
|
|
Licenses
|
|
|
Trade Mark
|
|
|
Licenses
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Beginning and end of year
|
|
$
|
1.6
|
|
|
$
|
6.6
|
|
|
$
|
1.6
|
|
|
$
|
6.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
License to use the Aspen
Trademark.
On April 5, 2005, Aspen entered
into an agreement with Aspen (Actuaries and Pension Consultants)
Plc to acquire the right to use the Aspen trademark for a period
of 99 years in the United Kingdom. The consideration paid
was approximately $1.6 million. The consideration paid has
been capitalized and recognized as an intangible asset on the
Companys balance sheet and will be amortized on a
straight-line basis over the useful economic life of the
trademark which is considered to be 99 years.
Insurance Licenses.
The insurance licenses are
considered to have an infinite life and are not being amortized.
|
|
18.
|
Commitments
and Contingencies
|
We are obliged by the terms of our contractual obligations to
U.S. policyholders and by undertakings to certain
regulatory authorities to facilitate the issue of letters of
credit or maintain certain balances in trust funds for the
benefit of policyholders.
F-46
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The following table shows the forms of collateral or other
security provided to policyholders as at December 31, 2008
and 2007.
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|
|
As at December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
($ in millions)
|
|
|
Assets held in multi-beneficiary trusts
|
|
$
|
1,345.6
|
|
|
$
|
1,422.5
|
|
Assets held in single-beneficiary trusts
|
|
|
54.0
|
|
|
|
52.5
|
|
Letters of credit issued under our revolving credit
facilities (1)
|
|
|
84.6
|
|
|
|
133.3
|
|
Secured letters of credit (2)
|
|
|
422.4
|
|
|
|
344.9
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,906.6
|
|
|
$
|
1,953.2
|
|
|
|
|
|
|
|
|
|
|
Total as % of cash and invested assets
|
|
|
33.1
|
%
|
|
|
33.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
These letters of credit are not
secured by cash or securities, though they are secured by a
pledge of the shares of certain of the Companys
subsidiaries under a pledge agreement.
|
|
(2)
|
|
As of December 31, 2008, the
Company had funds on deposit of $604.6 million and
£25.3 million (December 31, 2007
$367.2 million and £49.3 million) as collateral
for the secured letters of credit.
|
Letters of credit.
Our current arrangements
with our bankers for the issue of letters of credit require us
to provide collateral in the form of cash and investments for
the full amount of all secured and undrawn letters of credit
that are outstanding. We monitor the proportion of our otherwise
liquid assets that are committed to trust funds or to the
collateralization of letters of credit. As at December 31,
2008 and 2007, these funds amounted to approximately 32% of the
$5.8 billion and approximately 31% of the $5.9 billion
of cash and investments held by the Company, respectively. We do
not consider that this unduly restricts our liquidity at this
time.
In the normal course of business, letters of credit are issued
as collateral on behalf of the business, as required within our
reinsurance operations. A $400.0 million credit facility
was established in 2005 to enable the Company to issue unsecured
letters of credit and meet short-term funding requirements. This
was increased to $450.0 million with effect from
September 1, 2006. The credit agreement is discussed in
more detail in Note 21. We also have a $450 million
letter of credit facility with Citibank which is available to
Aspen Bermuda for the provision of collateral to its cedants.
Funds at Lloyds.
AUL operates in
Lloyds as the corporate member for Syndicate 4711.
Lloyds agrees Syndicate 4711s required capital
principally through the syndicates annual business plan.
Such capital, called Funds at Lloyds, comprises: cash,
investments and a fully collateralized letter of credit. The
amounts of cash, investments and letter of credit at
December 31, 2008 amount to $200.3 million
(December 31, 2007 $Nil).
The amounts provided as Funds at Lloyds will be drawn upon
and become a liability of the Company in the event of the
syndicate declaring a loss at a level that cannot be funded from
other resources, or if the syndicate requires funds to cover a
short term liquidity gap. The amount which the Company provides
as Funds at Lloyds is not available for distribution to
the Company for the payment of dividends. AMAL is also required
by Lloyds to maintain a minimum level of capital. As at
December 31, 2008, the minimum amount was $584,000
(December 31, 2007 $Nil). This is not available
for distribution by the Company for the payment of dividends.
U.S. reinsurance trust fund.
For its
U.S. reinsurance activities, Aspen U.K. has established and
must retain a multi-beneficiary U.S. trust fund for the
benefit of its U.S. cedants so that they are able to take
financial statement credit without the need to post
cedant-specific security. The minimum trust fund amount is
$20 million plus a minimum amount equal to 100% of Aspen
U.K.s U.S. reinsurance
F-47
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
liabilities, which were $939.3 million at December 31,
2008 and $810.2 million at December 31, 2007. At
December 31, 2008, the total value of assets held in the
trust was $1,092.5 million
(2007 $1,180.2 million).
U.S. surplus lines trust fund.
Aspen U.K.
has also established a U.S. surplus lines trust fund with a
U.S. bank to secure liabilities under U.S. surplus
lines policies. The balance held in the trust at
December 31, 2008 was $78.8 million (2007
$75.5 million).
U.S. regulatory deposits.
As at
December 31, 2008, Aspen Specialty had a total of
$6.8 million (2007 $6.9 million) on
deposit with seven U.S. states in order to satisfy state
regulations for writing business in those states.
Canadian trust fund.
Aspen U.K. has
established a Canadian trust fund with a Canadian bank to secure
a Canadian insurance license. As at December 31, 2008, the
balance held in trust was Can$203.6 million
(2007 Can$159.9 million).
Amounts outstanding under operating leases as of
December 31, 2008 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later
|
|
|
|
|
As at December 31, 2008
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
2013
|
|
|
Years
|
|
|
Total
|
|
|
Operating Lease Obligations
|
|
|
6.6
|
|
|
|
6.7
|
|
|
|
6.3
|
|
|
|
5.4
|
|
|
|
5.4
|
|
|
|
24.8
|
|
|
|
55.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Later
|
|
|
|
|
As at December 31, 2007
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Years
|
|
|
Total
|
|
|
Operating Lease Obligations
|
|
|
7.9
|
|
|
|
7.9
|
|
|
|
7.9
|
|
|
|
7.8
|
|
|
|
7.4
|
|
|
|
38.8
|
|
|
|
77.7
|
|
We entered into an agreement in July 2004 to lease three floors
comprising a total of approximately 15,000 square feet in
Hamilton, Bermuda for our holding company and Bermuda
operations. The term of the rental lease agreement is for six
years, and we have agreed to pay approximately a total of
$1 million per year in rent for the three floors for the
first three years. We moved into these premises on
January 30, 2006. Beginning in 2009, we will pay
$1.3 million in rent annually.
For our U.K.-based reinsurance and insurance operations, on
April 1, 2005, Aspen U.K. signed an agreement for under
leases (following our entry in October 2004 into a heads of
terms agreement) with B.L.C.T. (29038) Limited (the
landlord), Tamagon Limited and Cleartest Limited in connection
with leasing office space in London of approximately a total of
49,500 square feet covering three floors. The term of each
lease for each floor commenced in November 2004 and runs for
15 years. In 2007, the building was sold to Tishman
International. The terms of the lease remain unchanged. We began
paying the yearly basic rent of approximately
£2.7 million per annum in November 2007. The basic
annual rent for each of the leases will each be subject to
5-yearly
upwards-only rent reviews. We also license office space within
the Lloyds building on the basis of a renewable
twelve-month lease.
We also have entered into leases for office space in locations
of our subsidiary operations. These locations include Boston,
Massachusetts; Rocky Hill, Connecticut; Alpharetta, Georgia;
Scottsdale, Arizona; Pasadena, California; Manhattan Beach,
California and Atlanta, Georgia in the U.S. Our
international offices for our subsidiaries include locations in
Paris, Zurich, Singapore and Dublin.
We believe that our office space is sufficient for us to conduct
our operations for the foreseeable future.
Total rental expenses for 2008 was $14.1 million
(2007 $8.4 million).
F-48
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For all leases, all rent incentives, including reduced-rent and
rent-free periods, are spread on a straight-line basis over the
term of the lease.
|
|
(c)
|
Variable
interest entities
|
As disclosed in Note 8, we entered into a reinsurance
agreement with Ajax Re to provide the Company with
$100 million of indemnity protection for certain losses
from individual earthquakes in California occurring between
August 18, 2007 and May 1, 2009.
Ajax Re is a special purpose Cayman Islands exempted company
licensed as a restricted Class B reinsurer in the Cayman
Islands and formed solely for the purpose of entering into
certain reinsurance agreements and other risk transfer
agreements with subsidiaries of Aspen.
On September 15, 2008, Lehman Brothers filed for
bankruptcy, which is a termination event under the swap. Ajax Re
terminated the swap on September 16, 2008. To the extent
that the current market value of the underlying collateral held
in trust is not at least equal to the principal amount of the
Ajax Re notes, there would be a shortfall in the collateral
account, from which the Company may not be able to fully recover
losses due in the event of a California earthquake. We currently
expect the value of the collateral to be substantially less than
$100 million.
The Company has determined that Ajax Re has the characteristics
of a variable interest entity that are addressed by
FIN 46R. In accordance with FIN 46R, Ajax Re is not
consolidated because the majority of the expected losses and
expected residual returns will not be absorbed by the Company
but rather by the bond holders of Ajax Re.
|
|
19.
|
Concentrations
of credit risk
|
The Company is potentially exposed to concentrations of credit
risk in respect of amounts recoverable from reinsurers,
investments and cash and cash equivalents and insurance and
reinsurance balances owed by the brokers with whom the Company
transacts business.
The Companys Reinsurance Security Committee define credit
risk tolerances in line with the risk appetite set by our Board
and they, together with the groups risk management
function, monitor exposures to individual counterparties. Any
exceptions are reported to senior management and our
Boards Risk Committee.
Reinsurance
recoverables
The total amount recoverable by the Company from reinsurers at
December 31, 2008 is $283.3 million (2007
$304.7 million).
Of the balance at December 31, 2008, 35.7% is with
Lloyds of London Syndicates which are rated A by
A.M. Best and A+ by S&P and 14.3% is with Swiss Re
which is rated A+ by A.M. Best and AA- by S&P. These
are the Companys largest exposures to individual
reinsurers.
Aspen has transferred some of its counterparty credit risk
through the purchase of a credit insurance contract that will
protect a portfolio of our reinsurance contracts against the
risk of credit default. For more information see Note 8.
Investments
and cash and cash equivalents
The Companys investment policies include specific
provisions that limit the allowable holdings of a single issue
and issuer. At December 31, 2008, there were no investments
in any single issuer, other than the U.S. government and
U.S. government agencies (Government National Mortgage
Association),
F-49
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
U.S. government sponsored enterprises and the U.K.
government in excess of 2.5% of shareholders equity.
Balances
owed by brokers
The Company underwrites a significant amount of its business
through brokers and a credit risk exists should any of these
brokers be unable to fulfill their contractual obligations in
respect of insurance or reinsurance balances due to the Company.
The following table shows the largest brokers that the Company
transacted business with in the three years ended
December 31, 2008 and the proportion of gross written
premiums from each of those brokers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Written Premiums in the
|
|
|
|
Twelve Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
Broker
|
|
%
|
|
|
%
|
|
|
%
|
|
|
Aon Corporation (1)
|
|
|
16.0
|
|
|
|
17.1
|
|
|
|
16.2
|
|
Marsh & McLennan Companies, Inc.
|
|
|
18.0
|
|
|
|
18.4
|
|
|
|
13.8
|
|
Benfield Group Limited (1)
|
|
|
7.4
|
|
|
|
12.7
|
|
|
|
9.5
|
|
Willis Group Holdings, Ltd.
|
|
|
14.5
|
|
|
|
10.8
|
|
|
|
14.0
|
|
Others (2)
|
|
|
44.1
|
|
|
|
41.0
|
|
|
|
46.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums ($ millions)
|
|
$
|
2,001.7
|
|
|
$
|
1,818.5
|
|
|
$
|
1,945.5
|
|
|
|
|
(1)
|
|
Benfield Group Limited was an
independent company prior to its acquisition by Aon Corporation
on November 28, 2008 and is therefore shown separately in
the above tables.
|
|
(2)
|
|
No other individual broker
accounted for more than 10% of gross written premiums.
|
|
|
20.
|
Other
Comprehensive Income
|
Other comprehensive income is defined as any change in the
Companys equity from transactions and other events
originating from non-owner sources. These changes comprise our
reported adjustments, net of taxes.
The following table sets out the components of the
Companys other comprehensive income, for the following
periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2008
|
|
|
|
Pre-Tax
|
|
|
Income Tax Effect
|
|
|
After Tax
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Other Comprehensive Income/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on investments
|
|
$
|
25.2
|
|
|
$
|
(5.9
|
)
|
|
$
|
19.3
|
|
Loss on derivatives
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
Change in currency translation
|
|
|
7.4
|
|
|
|
|
|
|
|
7.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss)
|
|
$
|
32.8
|
|
|
$
|
(5.9
|
)
|
|
$
|
26.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-50
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended
|
|
|
|
December 31, 2007
|
|
|
|
Pre-Tax
|
|
|
Income Tax Effect
|
|
|
After Tax
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Other Comprehensive Income/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on investments
|
|
$
|
91.1
|
|
|
$
|
(16.8
|
)
|
|
$
|
74.3
|
|
Loss on derivatives
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
Change in currency translation
|
|
|
21.1
|
|
|
|
|
|
|
|
21.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss)
|
|
$
|
112.4
|
|
|
$
|
(16.8
|
)
|
|
$
|
95.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Twelve Months Ended December 31, 2006
|
|
|
|
Pre-Tax
|
|
|
Income Tax Effect
|
|
|
After Tax
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Other Comprehensive Income/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on investments
|
|
$
|
(4.4
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(8.0
|
)
|
Loss on derivatives
|
|
|
0.2
|
|
|
|
|
|
|
|
0.2
|
|
Change in currency translation
|
|
|
16.3
|
|
|
|
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income/(loss)
|
|
$
|
12.1
|
|
|
$
|
(3.6
|
)
|
|
$
|
8.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.
|
Credit
Facility and Senior Notes
|
On August 2, 2005, the Company entered into a five-year
revolving credit facility with a syndicate of commercial banks
under which it may, subject to the terms of the credit
agreements, borrow up to $400 million or issue letters of
credit with an aggregate value of up to $400 million. On
September 1, 2006, the aggregate limit available under the
credit facility was increased to $450 million. The facility
will be used by any of the Borrowers (as defined in the
agreement) to provide funding for the insurance subsidiaries of
the Company, to finance the working capital needs of the Company
and its subsidiaries and for general corporate purposes of the
Company and its subsidiaries. The revolving credit facility
provides for a $250 million
sub-facility
for collateralized letters of credit or up to $450 million
of unsecured letters of credit. As of December 31, 2008 and
2007, letters of credit totaling $84.6 million and
$133.3 million, respectively, were issued under this
facility. The facility will expire on August 2, 2010.
Under the agreement, the Company must maintain at all times a
consolidated tangible net worth of not less than approximately
$1.1 billion plus 50% of consolidated net income and 50% of
aggregate net cash proceeds from the issuance by the Company of
its capital stock, each as accrued from January 1, 2005. On
June 28, 2007, the agreement was amended to permit dividend
payments on existing and future hybrid capital even in the
existence of a default under the credit agreement. On
April 13, 2006, the agreement was amended to remove any
downward adjustment on maintaining the Companys
consolidated tangible net worth in the event of a net loss. The
Company must also not permit its consolidated leverage ratio of
total consolidated debt to consolidated tangible net worth to
exceed 35%. In addition, the agreement contains other customary
affirmative and negative covenants as well as certain customary
events of default, including with respect to a change in
control. Under our credit facilities, we would be in default if
Aspen U.K.s or Aspen Bermudas insurer financial
strength ratings fall below B++ by A.M. Best or
A− by S&P.
On August 16, 2004, we closed our offering of
$250 million in aggregate principal amount of the Senior
Notes under Rule 144A and Regulation S under the
Securities Act. The net proceeds from the
F-51
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Senior Notes offering were $249.3 million. The remainder of
the net proceeds has been contributed to Aspen Bermuda in order
to increase its capital and surplus, and consequently, its
underwriting capacity.
Subject to certain exceptions, so long as any of the Senior
Notes remains outstanding, we have agreed that neither we nor
any of our subsidiaries will (i) create a lien on any
shares of capital stock of any designated subsidiary (currently
Aspen U.K. and Aspen Bermuda, as defined in the Indenture), or
(ii) issue, sell, assign, transfer or otherwise dispose of
any shares of capital stock of any designated subsidiary.
Certain events will constitute an event of default under the
Indenture, including default in payment at maturity of any of
our other indebtedness in excess of $50 million.
Under the Notes Registration Rights Agreement, we agreed to file
a registration statement for the Senior Notes within
150 days after the issue date of the Senior Notes. The
Senior Notes were registered on January 13, 2005.
The following table summarizes our contractual obligations under
long term debts as of December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
More Than
|
|
Contractual Basis
|
|
Total
|
|
|
1 year
|
|
|
1-3 Years
|
|
|
3-5 Years
|
|
|
5 years
|
|
|
|
($ in millions)
|
|
|
Long-Term Debt Obligations
|
|
|
249.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
249.5
|
|
The long-term debt obligation disclosed above does not include
the $15 million annual interest payable on the Senior Notes.
F-52
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
22.
|
Unaudited
Quarterly Financial Data
|
The following is a summary of the quarterly financial data for
the twelve months ended December 31, 2008, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2008
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
2008
|
|
|
Full Year
|
|
|
|
($ in millions)
|
|
|
Gross written premium
|
|
$
|
596.2
|
|
|
$
|
528.8
|
|
|
$
|
441.3
|
|
|
$
|
435.4
|
|
|
$
|
2,001.7
|
|
Gross earned premium
|
|
|
427.3
|
|
|
|
440.4
|
|
|
|
482.9
|
|
|
|
538.5
|
|
|
|
1,889.1
|
|
Net earned premium
|
|
|
391.6
|
|
|
|
397.3
|
|
|
|
434.2
|
|
|
|
478.6
|
|
|
|
1,701.7
|
|
Losses and loss adjustment expenses
|
|
|
(207.2
|
)
|
|
|
(188.3
|
)
|
|
|
(413.4
|
)
|
|
|
(310.6
|
)
|
|
|
(1,119.5
|
)
|
Policy acquisition, operating and admin expenses
|
|
|
(127.2
|
)
|
|
|
(122.1
|
)
|
|
|
(122.0
|
)
|
|
|
(136.1
|
)
|
|
|
(507.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income/(loss)
|
|
$
|
57.2
|
|
|
$
|
86.9
|
|
|
$
|
(101.2
|
)
|
|
$
|
31.9
|
|
|
$
|
74.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
39.1
|
|
|
|
70.5
|
|
|
|
19.3
|
|
|
|
10.3
|
|
|
|
139.2
|
|
Interest expense
|
|
|
(3.9
|
)
|
|
|
(4.0
|
)
|
|
|
(3.8
|
)
|
|
|
(3.9
|
)
|
|
|
(15.6
|
)
|
Other (expense) income
|
|
|
(2.2
|
)
|
|
|
|
|
|
|
0.6
|
|
|
|
(0.5
|
)
|
|
|
(2.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating revenue
|
|
$
|
33.0
|
|
|
$
|
66.5
|
|
|
$
|
16.1
|
|
|
$
|
5.9
|
|
|
$
|
121.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income/(loss) before tax
|
|
$
|
90.2
|
|
|
$
|
153.4
|
|
|
$
|
(85.1
|
)
|
|
$
|
37.8
|
|
|
$
|
196.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net exchange gains/(losses)
|
|
|
4.3
|
|
|
|
(5.0
|
)
|
|
|
(2.7
|
)
|
|
|
(4.8
|
)
|
|
|
(8.2
|
)
|
Net realized investment losses
|
|
|
1.0
|
|
|
|
0.8
|
|
|
|
(58.1
|
)
|
|
|
8.4
|
|
|
|
(47.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax
|
|
$
|
95.5
|
|
|
$
|
149.2
|
|
|
$
|
(145.9
|
)
|
|
$
|
41.4
|
|
|
$
|
140.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
|
(14.3
|
)
|
|
|
(22.3
|
)
|
|
|
19.8
|
|
|
|
(19.6
|
)
|
|
|
(36.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income after tax
|
|
$
|
81.2
|
|
|
$
|
126.9
|
|
|
$
|
(126.1
|
)
|
|
$
|
21.8
|
|
|
$
|
103.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
85,510,759
|
|
|
|
83,513,097
|
|
|
|
81,375,969
|
|
|
|
81,485,424
|
|
|
|
82,962,882
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
85,510,759
|
|
|
|
83,513,097
|
|
|
|
81,375,969
|
|
|
|
81,485,424
|
|
|
|
82,962,882
|
|
Weighted average effect of dilutive securities
|
|
|
2,446,077
|
|
|
|
2,497,582
|
|
|
|
|
|
|
|
1,938,214
|
|
|
|
2,569,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
87,956,836
|
|
|
|
86,010,679
|
|
|
|
81,375,969
|
|
|
|
83,423,638
|
|
|
|
85,532,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.87
|
|
|
|
1.44
|
|
|
|
(1.63
|
)
|
|
|
0.18
|
|
|
|
0.92
|
|
Diluted
|
|
|
0.85
|
|
|
|
1.39
|
|
|
|
(1.63
|
)
|
|
|
0.18
|
|
|
|
0.89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-53
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2007
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
2007
|
|
|
Full Year
|
|
|
|
($ in millions)
|
|
|
Gross written premium
|
|
$
|
636.5
|
|
|
$
|
503.5
|
|
|
$
|
373.5
|
|
|
$
|
305.0
|
|
|
$
|
1,818.5
|
|
Gross earned premium
|
|
|
474.0
|
|
|
|
482.1
|
|
|
|
473.1
|
|
|
|
474.1
|
|
|
|
1,903.3
|
|
Net earned premium
|
|
|
439.0
|
|
|
|
451.2
|
|
|
|
419.7
|
|
|
|
423.7
|
|
|
|
1,733.6
|
|
Losses and loss adjustment expenses
|
|
|
(225.5
|
)
|
|
|
(272.7
|
)
|
|
|
(219.9
|
)
|
|
|
(201.7
|
)
|
|
|
(919.8
|
)
|
Policy acquisition, operating and admin expenses
|
|
|
(123.0
|
)
|
|
|
(126.1
|
)
|
|
|
(134.7
|
)
|
|
|
(134.9
|
)
|
|
|
(518.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income
|
|
$
|
90.5
|
|
|
$
|
52.4
|
|
|
$
|
65.1
|
|
|
$
|
87.1
|
|
|
$
|
295.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
67.5
|
|
|
|
78.8
|
|
|
|
72.4
|
|
|
|
80.3
|
|
|
|
299.0
|
|
Interest expense
|
|
|
(4.2
|
)
|
|
|
(4.4
|
)
|
|
|
(4.2
|
)
|
|
|
(2.9
|
)
|
|
|
(15.7
|
)
|
Other (expense)
|
|
|
(7.3
|
)
|
|
|
1.9
|
|
|
|
(2.7
|
)
|
|
|
(3.8
|
)
|
|
|
(11.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating revenue
|
|
$
|
56.0
|
|
|
$
|
76.3
|
|
|
$
|
65.5
|
|
|
$
|
73.6
|
|
|
$
|
271.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before tax
|
|
$
|
146.5
|
|
|
$
|
128.7
|
|
|
$
|
130.6
|
|
|
$
|
160.7
|
|
|
$
|
566.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net exchange gains/(losses)
|
|
|
5.5
|
|
|
|
8.0
|
|
|
|
9.2
|
|
|
|
(2.1
|
)
|
|
|
20.6
|
|
Net realized investment losses
|
|
|
(4.8
|
)
|
|
|
(5.6
|
)
|
|
|
(1.9
|
)
|
|
|
(0.8
|
)
|
|
|
(13.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax
|
|
$
|
147.2
|
|
|
$
|
131.1
|
|
|
$
|
137.9
|
|
|
$
|
157.8
|
|
|
$
|
574.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
|
|
|
(25.3
|
)
|
|
|
(16.4
|
)
|
|
|
(20.7
|
)
|
|
|
(22.6
|
)
|
|
|
(85.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income after tax
|
|
$
|
121.9
|
|
|
$
|
114.7
|
|
|
$
|
117.2
|
|
|
$
|
135.2
|
|
|
$
|
489.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
87,819,188
|
|
|
|
88,204,654
|
|
|
|
88,712,178
|
|
|
|
86,503,072
|
|
|
|
87,807,811
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
87,819,188
|
|
|
|
88,204,654
|
|
|
|
88,712,178
|
|
|
|
86,503,072
|
|
|
|
87,807,811
|
|
Weighted average effect of dilutive securities
|
|
|
2,668,510
|
|
|
|
2,621,906
|
|
|
|
2,369,587
|
|
|
|
2,707,873
|
|
|
|
2,547,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
90,487,698
|
|
|
|
90,826,560
|
|
|
|
91,081,765
|
|
|
|
89,210,945
|
|
|
|
90,355,213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
1.31
|
|
|
|
1.22
|
|
|
|
1.24
|
|
|
|
1.48
|
|
|
|
5.25
|
|
Diluted
|
|
|
1.27
|
|
|
|
1.19
|
|
|
|
1.21
|
|
|
|
1.44
|
|
|
|
5.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-54
ASPEN
INSURANCE HOLDINGS LIMITED
NOTES TO
THE AUDITED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, 2006
|
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
Quarter
|
|
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
2006
|
|
|
2006
|
|
|
2006
|
|
|
2006
|
|
|
Full Year
|
|
|
|
($ in millions)
|
|
|
Gross written premium
|
|
$
|
678.7
|
|
|
$
|
522.4
|
|
|
$
|
457.5
|
|
|
$
|
286.9
|
|
|
$
|
1,945.5
|
|
Gross earned premium
|
|
|
493.5
|
|
|
|
508.3
|
|
|
|
513.5
|
|
|
|
485.6
|
|
|
|
2,000.9
|
|
Net earned premium
|
|
|
402.6
|
|
|
|
429.0
|
|
|
|
429.3
|
|
|
|
415.3
|
|
|
|
1,676.2
|
|
Losses and loss adjustment expenses
|
|
|
(232.4
|
)
|
|
|
(223.8
|
)
|
|
|
(232.0
|
)
|
|
|
(201.7
|
)
|
|
|
(889.9
|
)
|
Policy acquisition, operating and admin expenses
|
|
|
(131.5
|
)
|
|
|
(126.2
|
)
|
|
|
(115.7
|
)
|
|
|
(117.3
|
)
|
|
|
(490.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting income
|
|
$
|
38.7
|
|
|
$
|
79.0
|
|
|
$
|
81.6
|
|
|
$
|
96.3
|
|
|
$
|
295.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
44.5
|
|
|
|
49.9
|
|
|
|
47.3
|
|
|
|
62.7
|
|
|
|
204.4
|
|
Interest expense
|
|
|
(3.9
|
)
|
|
|
(4.0
|
)
|
|
|
(4.6
|
)
|
|
|
(4.4
|
)
|
|
|
(16.9
|
)
|
Other expense
|
|
|
(1.9
|
)
|
|
|
(0.6
|
)
|
|
|
(7.1
|
)
|
|
|
(4.6
|
)
|
|
|
(14.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating revenue
|
|
$
|
38.7
|
|
|
$
|
45.3
|
|
|
$
|
35.6
|
|
|
$
|
53.7
|
|
|
$
|
173.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income before tax
|
|
$
|
77.4
|
|
|
$
|
124.3
|
|
|
$
|
117.2
|
|
|
$
|
150.0
|
|
|
$
|
468.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net exchange (losses)/gains
|
|
|
1.3
|
|
|
|
6.6
|
|
|
|
2.5
|
|
|
|
(0.9
|
)
|
|
|
9.5
|
|
Net realized investment (losses)/gains
|
|
|
(1.4
|
)
|
|
|
(3.7
|
)
|
|
|
(1.0
|
)
|
|
|
(1.9
|
)
|
|
|
(8.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before tax
|
|
$
|
77.3
|
|
|
$
|
127.2
|
|
|
$
|
118.7
|
|
|
$
|
147.2
|
|
|
$
|
470.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax/credits
|
|
|
(15.5
|
)
|
|
|
(25.4
|
)
|
|
|
(23.7
|
)
|
|
|
(27.7
|
)
|
|
|
(92.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income after tax
|
|
$
|
61.8
|
|
|
$
|
101.8
|
|
|
$
|
95.0
|
|
|
$
|
119.5
|
|
|
$
|
378.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
95,243,750
|
|
|
|
95,250,409
|
|
|
|
95,253,714
|
|
|
|
93,457,487
|
|
|
|
94,802,413
|
|
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
|
|
|
95,243,750
|
|
|
|
95,250,409
|
|
|
|
95,253,714
|
|
|
|
93,457,487
|
|
|
|
94,802,413
|
|
Weighted average effect of dilutive securities
|
|
|
2,269,975
|
|
|
|
2,082,507
|
|
|
|
2,067,423
|
|
|
|
2,044,126
|
|
|
|
1,931,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
97,513,725
|
|
|
|
97,332,916
|
|
|
|
97,321,137
|
|
|
|
95,501,613
|
|
|
|
96,734,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per ordinary shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
0.61
|
|
|
|
1.04
|
|
|
|
0.96
|
|
|
|
1.22
|
|
|
|
3.82
|
|
Diluted
|
|
|
0.59
|
|
|
|
1.01
|
|
|
|
0.94
|
|
|
|
1.20
|
|
|
|
3.75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-55
INDEX OF
FINANCIAL STATEMENT SCHEDULES
S-1
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and
Shareholders of Aspen Insurance Holdings Limited:
Under date of February 26, 2009, we reported on the
consolidated balance sheets of Aspen Insurance Holdings Limited
and its subsidiaries as of December 31, 2008 and 2007, and
the related consolidated statements of operations, comprehensive
income, shareholders equity, and cash flows for each of
the years in the three-year period ended December 31, 2008,
which are included in the
Form 10-K.
In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related consolidated
financial statement schedules appearing on pages
S-3
through
S-8
of the
Form 10-K.
These financial statement schedules are the responsibility of
the Companys management. Our responsibility is to express
an opinion on these financial statement schedules based on our
audits.
In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.
/s/ KPMG Audit Plc
KPMG Audit Plc
London, United Kingdom
February 26, 2009
S-2
ASPEN
INSURANCE HOLDINGS LIMITED
SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE
SHEETS
As at December 31, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
|
As at
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
|
($ in millions, except per share amounts)
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
32.4
|
|
|
$
|
17.9
|
|
Investments in subsidiaries
|
|
|
2,536.9
|
|
|
|
2,476.5
|
|
Eurobond issued by subsidiary
|
|
|
550.0
|
|
|
|
550.0
|
|
Intercompany funds due from affiliates
|
|
|
|
|
|
|
27.4
|
|
Other assets
|
|
|
19.6
|
|
|
|
28.6
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
3,138.9
|
|
|
$
|
3,100.4
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
Accrued expenses and other payables
|
|
|
26.2
|
|
|
|
33.3
|
|
Intercompany funds due to affiliates
|
|
|
84.1
|
|
|
|
|
|
Long-Term Debt
|
|
|
249.5
|
|
|
|
249.5
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
$
|
359.8
|
|
|
$
|
282.8
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS EQUITY
|
Ordinary shares: 81,506,503 ordinary shares of 0.15144558¢
each (2007 85,510,673)
|
|
|
0.1
|
|
|
|
0.1
|
|
Preference Shares: 4,600,000 5.625% shares of par value
0.15144558¢ each (2007 4,600,000)
|
|
|
|
|
|
|
|
|
8,000,000 7.401% shares of par value 0.15144558¢ each
(2007 8,000,000)
|
|
|
|
|
|
|
|
|
Additional paid in capital
|
|
|
1,754.8
|
|
|
|
1,846.1
|
|
Retained earnings
|
|
|
884.7
|
|
|
|
858.8
|
|
Accumulated other comprehensive income, net of taxes
|
|
|
|
|
|
|
|
|
Unrealized gains on investments
|
|
|
53.3
|
|
|
|
34.0
|
|
Loss on derivatives
|
|
|
(1.4
|
)
|
|
|
(1.6
|
)
|
Gains on foreign currency translation
|
|
|
87.6
|
|
|
|
80.2
|
|
|
|
|
|
|
|
|
|
|
Total accumulated other comprehensive income
|
|
|
139.5
|
|
|
|
112.6
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders Equity
|
|
|
2,779.1
|
|
|
|
2,817.6
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders Equity
|
|
$
|
3,138.9
|
|
|
$
|
3,100.4
|
|
|
|
|
|
|
|
|
|
|
S-3
ASPEN
INSURANCE HOLDINGS LIMITED
SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF
REGISTRANT (Continued)
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended December 31, 2008, 2007 and
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
Twelve Months Ended
|
|
|
|
December 31, 2008
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net earnings of subsidiaries
|
|
$
|
33.5
|
|
|
$
|
353.1
|
|
|
$
|
347.8
|
|
Net investment income
|
|
|
1.1
|
|
|
|
2.3
|
|
|
|
4.5
|
|
Dividend income
|
|
|
70.0
|
|
|
|
142.0
|
|
|
|
35.0
|
|
Interest on Eurobond
|
|
|
36.5
|
|
|
|
28.6
|
|
|
|
26.0
|
|
Change in fair value of derivatives
|
|
|
(7.8
|
)
|
|
|
(9.0
|
)
|
|
|
|
|
Other income
|
|
|
6.5
|
|
|
|
8.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
139.8
|
|
|
|
525.3
|
|
|
|
413.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating and Administrative expenses
|
|
|
(20.4
|
)
|
|
|
(20.7
|
)
|
|
|
(19.1
|
)
|
Interest expense
|
|
|
(15.6
|
)
|
|
|
(15.6
|
)
|
|
|
(16.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations before income tax
|
|
|
103.8
|
|
|
|
489.0
|
|
|
|
378.1
|
|
Income tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
103.8
|
|
|
|
489.0
|
|
|
|
378.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss), net of taxes Change in
unrealized losses on investments
|
|
|
19.3
|
|
|
|
74.3
|
|
|
|
(8.0
|
)
|
Loss on derivatives reclassified to interest expense
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.2
|
|
Change in unrealized gains on foreign currency translation
|
|
|
7.4
|
|
|
|
21.1
|
|
|
|
16.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
26.9
|
|
|
|
95.6
|
|
|
|
8.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$
|
130.7
|
|
|
$
|
584.6
|
|
|
$
|
386.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-4
ASPEN
INSURANCE HOLDINGS LIMITED
SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF
REGISTRANT (Continued)
STATEMENTS
OF CASH FLOWS
For the Twelve Months Ended December 31, 2008, 2007 and
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
Twelve Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (excluding equity in net earnings of subsidiaries)
|
|
$
|
70.3
|
|
|
$
|
135.9
|
|
|
$
|
30.3
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based compensation expenses
|
|
|
7.0
|
|
|
|
12.8
|
|
|
|
10.0
|
|
Loss on derivative reclassified to interest expense
|
|
|
0.2
|
|
|
|
0.1
|
|
|
|
0.2
|
|
Change in other assets
|
|
|
1.1
|
|
|
|
7.9
|
|
|
|
(29.8
|
)
|
Change in accrued expenses and other payables
|
|
|
1.4
|
|
|
|
(7.5
|
)
|
|
|
33.1
|
|
Change in intercompany activities
|
|
|
111.5
|
|
|
|
141.8
|
|
|
|
(154.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash generated by/(used in) operating activities
|
|
|
191.5
|
|
|
|
291.0
|
|
|
|
(110.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries
|
|
|
(0.8
|
)
|
|
|
|
|
|
|
|
|
Investment in Eurobond issued by subsidiary
|
|
|
|
|
|
|
(150.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities
|
|
|
(0.8
|
)
|
|
|
(150.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of ordinary shares, net of issuance
costs
|
|
|
2.0
|
|
|
|
12.8
|
|
|
|
0.1
|
|
Ordinary share repurchase
|
|
|
(100.3
|
)
|
|
|
(101.2
|
)
|
|
|
(200.8
|
)
|
Proceeds from the issuance of preference shares, net of issuance
costs
|
|
|
|
|
|
|
|
|
|
|
225.4
|
|
Dividends paid
|
|
|
(77.9
|
)
|
|
|
(80.7
|
)
|
|
|
(71.8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/generated by financing activities
|
|
|
(176.2
|
)
|
|
|
(169.1
|
)
|
|
|
(47.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents
|
|
|
14.5
|
|
|
|
(28.1
|
)
|
|
|
(157.7
|
)
|
Cash and cash equivalents beginning of period
|
|
|
17.9
|
|
|
|
46.0
|
|
|
|
203.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period
|
|
$
|
32.4
|
|
|
$
|
17.9
|
|
|
$
|
46.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The 2006 statements of cash flows have been revised to
correctly classify the loss on derivative reclassified to
interest expense. Previously $0.2 million in 2006 was
included in financing activities.
S-5
ASPEN
INSURANCE HOLDINGS LIMITED
SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
For the
Twelve Months Ended December 31, 2008, 2007 and
2006
Premiums
Written:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct
|
|
|
Assumed
|
|
|
Ceded
|
|
|
Net Amount
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
2008
|
|
$
|
624.6
|
|
|
$
|
1,377.1
|
|
|
$
|
(166.2
|
)
|
|
$
|
1,835.5
|
|
2007
|
|
$
|
681.1
|
|
|
$
|
1,137.4
|
|
|
$
|
(217.1
|
)
|
|
$
|
1,601.4
|
|
2006
|
|
$
|
760.2
|
|
|
$
|
1,185.3
|
|
|
$
|
(281.9
|
)
|
|
$
|
1,663.6
|
|
Supplementary
Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
Net
|
|
|
|
|
|
|
|
|
|
|
|
Losses and
|
|
|
and
|
|
|
|
|
|
|
|
|
|
Reserves
|
|
|
Net
|
|
|
|
|
|
|
|
|
Loss
|
|
|
Loss
|
|
|
|
|
|
|
Deferred
|
|
|
for Losses
|
|
|
Reserves
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
Expenses
|
|
|
Operating
|
|
|
|
Policy
|
|
|
and Loss
|
|
|
for
|
|
|
Net
|
|
|
Net
|
|
|
Incurred
|
|
|
Incurred
|
|
|
and
|
|
|
|
Acquisition
|
|
|
Adjustment
|
|
|
Unearned
|
|
|
Premiums
|
|
|
Investment
|
|
|
Related to
|
|
|
Related to
|
|
|
Administrative
|
|
|
|
Costs
|
|
|
Expenses
|
|
|
Premiums
|
|
|
Written
|
|
|
Income
|
|
|
Current Year
|
|
|
Prior Year
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in millions)
|
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
$
|
149.7
|
|
|
$
|
2,787.0
|
|
|
$
|
764.4
|
|
|
$
|
1,835.5
|
|
|
$
|
139.2
|
|
|
$
|
(1,203.0
|
)
|
|
$
|
83.5
|
|
|
$
|
(208.1
|
)
|
2007
|
|
$
|
133.9
|
|
|
$
|
2,641.3
|
|
|
$
|
757.6
|
|
|
$
|
1,601.4
|
|
|
$
|
299.0
|
|
|
$
|
(1,027.2
|
)
|
|
$
|
107.4
|
|
|
$
|
(204.8
|
)
|
2006
|
|
$
|
141.4
|
|
|
$
|
2,351.7
|
|
|
$
|
811.5
|
|
|
$
|
1,663.6
|
|
|
$
|
204.4
|
|
|
$
|
(941.2
|
)
|
|
$
|
51.3
|
|
|
$
|
(167.9
|
)
|
S-6