ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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141 Front Street
Hamilton, Bermuda
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HM 19
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(Address of principal executive offices)
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(Zip Code)
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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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7.401% Perpetual Non-Cumulative Preference Shares
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New York Stock Exchange, Inc.
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7.250% Perpetual Non-Cumulative Preference Shares
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New York Stock Exchange, Inc.
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5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares
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New York Stock Exchange, Inc.
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Page
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Aspen Holdings and Subsidiaries
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Forward-Looking Statements
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PART I
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Index to Consolidated Financial Statements and Reports
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||
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•
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our ability to successfully implement steps to further optimize the business portfolio, ensure capital efficiency and enhance investment returns;
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•
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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 (including economic and political risks) catastrophic or material loss events, than our underwriting, reserving, reinsurance purchasing or investment practices have anticipated;
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•
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the assumptions and uncertainties underlying reserve levels that may be impacted by future payments for settlements of claims and expenses or by other factors causing adverse or favorable development, including our assumptions on inflation costs associated with long-tail casualty business which could differ materially from actual experience;
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•
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the reliability of, and changes in assumptions to, natural and man-made catastrophe pricing, accumulation and estimated loss models;
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•
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decreased demand for our insurance or reinsurance products and cyclical changes in the insurance and reinsurance industry;
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•
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the models we use to assess our exposure to losses from future natural catastrophes contain inherent uncertainties and our actual losses may differ significantly from expectations;
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•
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our capital models may provide materially different indications than actual results;
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•
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increased competition from existing insurers and reinsurers and from alternative capital providers and insurance-linked funds and collateralized special purpose insurers on the basis of pricing, capacity, coverage terms, new capital, binding authorities to brokers or other factors and the related demand and supply dynamics as contracts come up for renewal;
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•
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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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•
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our acquisition strategy;
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•
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the recent consolidation in the (re)insurance industry;
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•
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loss of one or more of our senior underwriters or key personnel;
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•
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changes in our ability to exercise capital management initiatives (including our share repurchase program) or to arrange banking facilities as a result of prevailing market conditions or changes in our financial results;
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•
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changes in general economic conditions, including inflation, deflation, foreign currency exchange rates, interest rates and other factors that could affect our financial results;
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•
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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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•
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the risks associated with the management of capital on behalf of investors;
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•
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evolving issues with respect to interpretation of coverage after major loss events;
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•
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our ability to adequately model and price the effects of climate cycles and climate change;
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•
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any intervening legislative or governmental action and changing judicial interpretation and judgments on insurers’ liability to various risks;
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•
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the risks related to litigation;
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•
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the effectiveness of our risk management loss limitation methods, including our reinsurance purchasing;
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•
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changes in the total industry losses, or our share of total industry losses, resulting from past events such as the winter storms in the U.S., snowstorms in Japan, flooding in Asia and the U.K., North American and European storms and hailstorms in Australia in 2014, the German hailstorms, floods and other catastrophes in 2013, Superstorm Sandy in 2012, the Costa Concordia incident in early 2012, the floods in Thailand, various losses from the U.S. storms and the earthquake and ensuing tsunami in Japan in 2011, the floods in Australia in late 2010 and early 2011, the Deepwater Horizon incident in the Gulf of Mexico in 2010, the Chilean and the New Zealand Earthquakes in 2010 and 2011, 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;
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•
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the impact of one or more large losses from events other than natural catastrophes or by an unexpected accumulation of attritional losses and deterioration in loss estimates;
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•
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the impact of acts of terrorism, acts of war and related legislation;
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•
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any changes in our reinsurers’ credit quality and the amount and timing of reinsurance recoverables;
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•
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changes in the availability, cost or quality of reinsurance or retrocessional coverage;
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•
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the continuing and uncertain impact of the current depressed lower growth economic environment in many of the countries in which we operate;
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•
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our reliance on information and technology and third-party service providers for our operations and systems;
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•
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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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•
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a decline in our Operating Subsidiaries’ ratings with Standard & Poor’s Ratings Services (“S&P”), A.M. Best Company Inc. (“A.M. Best”) or Moody’s Investors Service Inc. (“Moody’s”);
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•
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the failure of our reinsurers, policyholders, brokers or other intermediaries to honor their payment obligations;
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•
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our reliance on the assessment and pricing of individual risks by third parties;
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•
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our dependence on a few brokers for a large portion of our revenues;
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•
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the persistence of heightened financial risks, including excess sovereign debt, the banking system and the Eurozone crisis;
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•
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changes in government regulations or tax laws in jurisdictions where we conduct business;
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•
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changes in accounting principles or policies or in the application of such accounting principles or policies;
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•
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increased counterparty risk due to the credit impairment of financial institutions; and
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•
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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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Item 1.
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Business
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|
|
|
Twelve Months Ended December 31, 2014
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|
Twelve Months Ended December 31, 2013
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|
Twelve Months Ended December 31, 2012
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|||||||||||||||
Business Segment
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums
|
|
% of Total
|
|||||||||
|
|
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($ in millions, except for percentages)
|
|||||||||||||||||||
Reinsurance
|
|
$
|
1,172.8
|
|
|
40.4
|
%
|
|
$
|
1,133.9
|
|
|
42.8
|
%
|
|
$
|
1,227.9
|
|
|
47.5
|
%
|
|
Insurance
|
|
1,729.9
|
|
|
59.6
|
|
|
1,512.8
|
|
|
57.2
|
|
|
1,355.4
|
|
|
52.5
|
|
||||
Total
|
|
$
|
2,902.7
|
|
|
100.0
|
%
|
|
$
|
2,646.7
|
|
|
100.0
|
%
|
|
$
|
2,583.3
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
114.4
|
|
|
9.8
|
%
|
|
$
|
100.2
|
|
|
8.8
|
%
|
|
$
|
132.4
|
|
|
10.8
|
%
|
|
Caribbean
|
|
11.0
|
|
|
0.9
|
|
|
9.7
|
|
|
0.9
|
|
|
8.2
|
|
|
0.7
|
|
||||
Europe (excluding U.K.)
|
|
101.3
|
|
|
8.6
|
|
|
101.8
|
|
|
9.0
|
|
|
97.1
|
|
|
7.9
|
|
||||
United Kingdom
|
|
15.5
|
|
|
1.3
|
|
|
15.6
|
|
|
1.4
|
|
|
26.9
|
|
|
2.2
|
|
||||
United States & Canada
(1)
|
|
453.6
|
|
|
38.7
|
|
|
466.2
|
|
|
41.1
|
|
|
528.6
|
|
|
43.0
|
|
||||
Worldwide excluding United States
(2)
|
|
50.6
|
|
|
4.3
|
|
|
53.0
|
|
|
4.7
|
|
|
62.9
|
|
|
5.1
|
|
||||
Worldwide including United States
(3)
|
|
363.8
|
|
|
31.0
|
|
|
331.7
|
|
|
29.3
|
|
|
316.6
|
|
|
25.8
|
|
||||
Others
|
|
62.6
|
|
|
5.4
|
|
|
55.7
|
|
|
4.8
|
|
|
55.2
|
|
|
4.5
|
|
||||
Total
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
100.0
|
%
|
|
$
|
1,227.9
|
|
|
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.
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Property catastrophe reinsurance
|
|
$
|
301.5
|
|
|
25.7
|
%
|
|
$
|
273.3
|
|
|
24.1
|
%
|
|
$
|
311.3
|
|
|
25.4
|
%
|
|
Other property reinsurance
|
|
343.0
|
|
|
29.3
|
|
|
302.8
|
|
|
26.7
|
|
|
313.4
|
|
|
25.5
|
|
||||
Casualty reinsurance
|
|
281.9
|
|
|
24.0
|
|
|
312.3
|
|
|
27.5
|
|
|
337.5
|
|
|
27.5
|
|
||||
Specialty reinsurance
|
|
246.4
|
|
|
21.0
|
|
|
245.5
|
|
|
21.7
|
|
|
265.7
|
|
|
21.6
|
|
||||
Total
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
100.0
|
%
|
|
$
|
1,227.9
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
15.7
|
|
|
0.9
|
%
|
|
$
|
8.2
|
|
|
0.5
|
%
|
|
$
|
6.9
|
|
|
0.5
|
%
|
|
Caribbean
|
|
8.7
|
|
|
0.5
|
|
|
4.7
|
|
|
0.3
|
|
|
4.0
|
|
|
0.3
|
|
||||
Europe (excluding U.K.)
|
|
12.6
|
|
|
0.7
|
|
|
10.4
|
|
|
0.7
|
|
|
15.9
|
|
|
1.2
|
|
||||
United Kingdom
|
|
193.8
|
|
|
11.2
|
|
|
150.8
|
|
|
10.0
|
|
|
141.7
|
|
|
10.5
|
|
||||
United States & Canada
(1)
|
|
903.7
|
|
|
52.3
|
|
|
713.4
|
|
|
47.2
|
|
|
578.3
|
|
|
42.7
|
|
||||
Worldwide excluding United States
(2)
|
|
65.6
|
|
|
3.8
|
|
|
92.7
|
|
|
6.1
|
|
|
88.8
|
|
|
6.6
|
|
||||
Worldwide including United States
(3)
|
|
488.0
|
|
|
28.2
|
|
|
495.7
|
|
|
32.8
|
|
|
494.2
|
|
|
36.4
|
|
||||
Others
|
|
41.8
|
|
|
2.4
|
|
|
36.9
|
|
|
2.4
|
|
|
25.6
|
|
|
1.8
|
|
||||
Total
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
100.0
|
%
|
|
$
|
1,355.4
|
|
|
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.
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Property and casualty insurance
|
|
$
|
801.0
|
|
|
46.3
|
%
|
|
$
|
654.1
|
|
|
43.2
|
%
|
|
$
|
552.9
|
|
|
40.8
|
%
|
|
Marine, aviation and energy insurance
|
|
519.3
|
|
|
30.0
|
|
|
523.4
|
|
|
34.6
|
|
|
530.9
|
|
|
39.2
|
|
||||
Financial and professional lines insurance
|
|
409.6
|
|
|
23.7
|
|
|
335.3
|
|
|
22.2
|
|
|
271.6
|
|
|
20.0
|
|
||||
Total
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
100.0
|
%
|
|
$
|
1,355.4
|
|
|
100.0
|
%
|
•
|
operate within agreed boundaries as defined by the Aspen Underwriting Principles for the relevant line of business;
|
•
|
operate within prescribed maximum underwriting authority limits, which we delegate in accordance with an understanding of each individual’s capabilities, tailored to the lines of business written by the particular underwriter;
|
•
|
evaluate the underlying data provided by clients and adjust such data where we believe it does not adequately reflect the underlying exposure;
|
•
|
price each submission based on our experience in the line of business, and where appropriate, by deploying one or more actuarial models either developed internally or licensed from third-party providers;
|
•
|
where appropriate, make use of the peer review process to sustain high standards of underwriting discipline and consistency; other than for simpler insurance risks, 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 performed using a sampling methodology);
|
•
|
more complex risks may involve peer review by several underwriters and input from catastrophe risk management specialists, our team of actuaries and senior management; and
|
•
|
risks outside of agreed underwriting authority limits are referred to the Group Chief Executive Officer as exceptions for approval before we accept the risks.
|
•
|
making recommendations to the Board regarding management’s proposals for the risk management framework, risk appetite, key risk limits and the use of our Internal Model;
|
•
|
monitoring compliance with the agreed Group risk appetite and risk limits; and
|
•
|
oversight of the process of stress and scenario testing established by management.
|
•
|
the establishment and maintenance of a risk management and internal control system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk management activity and oversight from other central control functions (second line) and independent assurance (third line);
|
•
|
identifying material risks to the achievement of the Group’s objectives including emerging risks;
|
•
|
the articulation at Group level of our risk appetite and a consistent set of risk limits for each material component of risk;
|
•
|
the cascading of risk limits for material risks to each Operating Subsidiary and, where appropriate, risk accepting business units;
|
•
|
measuring, monitoring, managing and reporting risk positions and trends;
|
•
|
the use, subject to an understanding of its limitations, of the Internal Model to test strategic and tactical business decisions and to assess compliance with the Risk Appetite Statement; and
|
•
|
stress and scenario testing, including reverse stress testing, designed to help us better understand and develop contingency plans for the likely effects of extreme events or combinations of events on capital adequacy and liquidity.
|
•
|
Risk preferences:
a high level description of the types of risks we prefer to assume and those we prefer to minimize or avoid;
|
•
|
Return objective:
the levels of return on capital we seek to achieve, subject to our risk constraints;
|
•
|
Volatility constraint:
a target limit on earnings volatility; and
|
•
|
Capital constraint:
a minimum level of risk adjusted capital.
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
321.3
|
|
|
27.4
|
%
|
|
$
|
298.2
|
|
|
26.3
|
%
|
|
$
|
338.9
|
|
|
27.6
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
287.3
|
|
|
24.5
|
|
|
267.6
|
|
|
23.6
|
|
|
282.4
|
|
|
23.0
|
|
||||
Willis Group Holdings, Ltd.
|
|
287.3
|
|
|
24.5
|
|
|
274.4
|
|
|
24.2
|
|
|
284.9
|
|
|
23.2
|
|
||||
Others
|
|
276.9
|
|
|
23.6
|
|
|
293.7
|
|
|
25.9
|
|
|
321.7
|
|
|
26.2
|
|
||||
Total
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
100.0
|
%
|
|
$
|
1,227.9
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
196.0
|
|
|
11.3
|
%
|
|
$
|
146.7
|
|
|
9.7
|
%
|
|
$
|
138.6
|
|
|
10.2
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
151.9
|
|
|
8.8
|
|
|
130.4
|
|
|
8.6
|
|
|
126.0
|
|
|
9.3
|
|
||||
Willis Group Holdings, Ltd.
|
|
110.8
|
|
|
6.4
|
|
|
107.1
|
|
|
7.1
|
|
|
105.6
|
|
|
7.8
|
|
||||
Brownstone Agency
|
|
99.7
|
|
|
5.8
|
|
|
94.7
|
|
|
6.3
|
|
|
84.0
|
|
|
6.2
|
|
||||
Miller Insurance Services, Ltd.
|
|
95.8
|
|
|
5.5
|
|
|
65.0
|
|
|
4.3
|
|
|
66.6
|
|
|
4.9
|
|
||||
Amwins
|
|
65.6
|
|
|
3.8
|
|
|
58.9
|
|
|
3.9
|
|
|
57.0
|
|
|
4.2
|
|
||||
Price Forbes & Partners Limited
|
|
60.4
|
|
|
3.5
|
|
|
57.0
|
|
|
3.8
|
|
|
51.1
|
|
|
3.8
|
|
||||
Jardine Lloyd Thompson Ltd.
|
|
54.6
|
|
|
3.2
|
|
|
51.1
|
|
|
3.4
|
|
|
60.8
|
|
|
4.5
|
|
||||
Ryan Specialty
|
|
50.9
|
|
|
2.9
|
|
|
50.6
|
|
|
3.3
|
|
|
45.4
|
|
|
3.3
|
|
||||
Others
|
|
844.2
|
|
|
48.8
|
|
|
751.3
|
|
|
49.6
|
|
|
620.3
|
|
|
45.8
|
|
||||
Total
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
100.0
|
%
|
|
$
|
1,355.4
|
|
|
100.0
|
%
|
•
|
process, manage and resolve reported insurance or reinsurance claims efficiently and accurately, using workflow management systems, ensure the proper application of intended coverage, reserving in a timely fashion 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;
|
•
|
select appropriate counsel and experts for claims, manage claims-related litigation and regulatory compliance;
|
•
|
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.
|
•
|
case reserves to cover the cost of claims that were reported to us but not yet paid (“case reserve”);
|
•
|
incurred but not reported (“IBNR”) reserves to cover the anticipated cost of claims incurred but not reported and potential development of reported claims; and
|
•
|
a reserve for the expense associated with settling claims, including legal and other fees and the general expenses of administering the claims adjustment process, known as Loss Adjustment Expenses (“LAE”).
|
•
|
Initial expected loss ratio (“IELR”) method:
This method calculates an estimate of ultimate losses by applying an estimated loss ratio to an estimate of ultimate earned premium for each accident year. The estimated loss ratio may be based on pricing information and/or industry data and/or historical claims experience revalued to the year under review.
|
•
|
Bornhuetter-Ferguson (“BF”) method:
The BF method uses as a starting point an assumed IELR and blends in the loss ratio implied by the claims experience to date by using benchmark loss development patterns on paid claims data (“Paid BF”) or reported claims data (“Reported BF”). Although the method tends to provide less volatile indications at early stages of development and reflects changes in the external environment, this method can be slow to react to emerging loss development and can, if IELR proves to be inaccurate, produce loss estimates which take longer to converge with the final settlement value of loss.
|
•
|
Loss development (“Chain Ladder”) method:
This method uses actual loss data and the historical development profiles on older accident years to project more recent, less developed years to their ultimate position.
|
•
|
Exposure-based method:
This method is used for specific large typically catastrophic events such as a major hurricane. All exposure is identified and we work with known market information and information from our cedants to determine a percentage of the exposure to be taken as the ultimate loss.
|
|
|
As at December 31,
|
|||||||||||||||||||||||||||||||
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|||||||||||
|
|
($ in millions)
|
|||||||||||||||||||||||||||||||
Estimated liability for unpaid losses and loss expenses, net of reinsurance recoverables
|
|
1,080.2
|
|
|
1,848.9
|
|
|
2,351.7
|
|
|
2,641.3
|
|
|
2,787.0
|
|
|
3,009.6
|
|
|
3,540.6
|
|
|
4,098.6
|
|
|
4,280.7
|
|
|
4,346.2
|
|
|
4,400.8
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
1,029.6
|
|
|
1,797.6
|
|
|
2,244.3
|
|
|
2,557.8
|
|
|
2,702.6
|
|
|
2,988.2
|
|
|
3,448.3
|
|
|
3,961.2
|
|
|
4,173.0
|
|
|
4,242.1
|
|
|
|
|
Two years later
|
|
983.5
|
|
|
1,778.8
|
|
|
2,153.1
|
|
|
2,536.0
|
|
|
2,662.5
|
|
|
2,937.6
|
|
|
3,363.5
|
|
|
3,799.3
|
|
|
4,102.6
|
|
|
|
|
|
|
|
Three years later
|
|
952.1
|
|
|
1,726.4
|
|
|
2,114.8
|
|
|
2,480.0
|
|
|
2,621.4
|
|
|
2,858.2
|
|
|
3,275.3
|
|
|
3,716.7
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
928.4
|
|
|
1,687.2
|
|
|
2,066.4
|
|
|
2,405.3
|
|
|
2,546.9
|
|
|
2,771.6
|
|
|
3,217.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
910.5
|
|
|
1,641.2
|
|
|
2,008.1
|
|
|
2,342.7
|
|
|
2,489.9
|
|
|
2,736.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
890.2
|
|
|
1,608.2
|
|
|
1,964.2
|
|
|
2,291.7
|
|
|
2,486.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
870.2
|
|
|
1,575.9
|
|
|
1,951.2
|
|
|
2,287.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
859.6
|
|
|
1,578.2
|
|
|
1,943.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
856.7
|
|
|
1,570.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
853.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative redundancy
|
|
226.6
|
|
|
278.4
|
|
|
408.3
|
|
|
353.9
|
|
|
301.0
|
|
|
273.5
|
|
|
323.0
|
|
|
381.9
|
|
|
178.1
|
|
|
104.1
|
|
|
|
|
Cumulative paid losses, net of reinsurance recoveries, as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
399.7
|
|
|
332.4
|
|
|
585.1
|
|
|
534.2
|
|
|
677.0
|
|
|
550.3
|
|
|
712.9
|
|
|
835.7
|
|
|
912.3
|
|
|
995.6
|
|
|
|
|
Two years later
|
|
452.5
|
|
|
766.9
|
|
|
914.8
|
|
|
990.9
|
|
|
1,080.0
|
|
|
1,076.4
|
|
|
1,103.3
|
|
|
1,314.0
|
|
|
1,608.7
|
|
|
|
|
|
|
|
Three years later
|
|
595.4
|
|
|
1,014.6
|
|
|
1,208.3
|
|
|
1,215.8
|
|
|
1,453.9
|
|
|
1,342.5
|
|
|
1,403.6
|
|
|
1,775.0
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
634.4
|
|
|
1,225.5
|
|
|
1,347.7
|
|
|
1,497.3
|
|
|
1,599.7
|
|
|
1,557.6
|
|
|
1,694.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
689.9
|
|
|
1,313.4
|
|
|
1,547.2
|
|
|
1,600.0
|
|
|
1,722.7
|
|
|
1,750.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
719.7
|
|
|
1,434.9
|
|
|
1,605.0
|
|
|
1,658.2
|
|
|
1,843.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
755.7
|
|
|
1,483.5
|
|
|
1,629.1
|
|
|
1,701.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
765.2
|
|
|
1,490.8
|
|
|
1,655.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
772.2
|
|
|
1,510.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
776.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|||||||||||||||||||||||||||||||
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|||||||||||
|
|
($ in millions)
|
|||||||||||||||||||||||||||||||
Estimated liability for unpaid losses and loss expenses
|
|
1,277.9
|
|
|
3,041.6
|
|
|
2,820.0
|
|
|
2,946.0
|
|
|
3,070.3
|
|
|
3,331.1
|
|
|
3,820.5
|
|
|
4,525.2
|
|
|
4,779.7
|
|
|
4,678.9
|
|
|
4,750.8
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
1,260.0
|
|
|
3,048.3
|
|
|
2,739.9
|
|
|
2,883.3
|
|
|
3,041.9
|
|
|
3,338.3
|
|
|
3,773.6
|
|
|
4,396.4
|
|
|
4,636.8
|
|
|
4,576.0
|
|
|
|
|
Two years later
|
|
1,174.9
|
|
|
3,027.6
|
|
|
2,634.6
|
|
|
2,896.1
|
|
|
3,011.3
|
|
|
3,330.4
|
|
|
3,689.5
|
|
|
4,187.6
|
|
|
4,568.7
|
|
|
|
|
|
|
|
Three years later
|
|
1,157.4
|
|
|
2,957.4
|
|
|
2,625.9
|
|
|
2,853.5
|
|
|
2,994.3
|
|
|
3,260.4
|
|
|
3,589.0
|
|
|
4,108.7
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
1,134.1
|
|
|
2,943.6
|
|
|
2,589.0
|
|
|
2,792.3
|
|
|
2,938.2
|
|
|
3,164.5
|
|
|
3,540.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
1,118.4
|
|
|
2,909.5
|
|
|
2,541.3
|
|
|
2,733.1
|
|
|
2,874.8
|
|
|
3,140.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
1,098.4
|
|
|
2,886.0
|
|
|
2,497.3
|
|
|
2,679.2
|
|
|
2,873.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
1,082.2
|
|
|
2,854.8
|
|
|
2,481.5
|
|
|
2,677.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
1,071.4
|
|
|
2,854.9
|
|
|
2,474.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
1,068.8
|
|
|
2,847.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
1,066.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative redundancy
|
|
211.4
|
|
|
194.0
|
|
|
345.9
|
|
|
269.0
|
|
|
197.2
|
|
|
190.5
|
|
|
280.3
|
|
|
416.5
|
|
|
211.0
|
|
|
102.9
|
|
|
|
|
As at December 31, 2014
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
1,074.2
|
|
|
$
|
21.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
1,094.4
|
|
U.S. Agency
|
190.0
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
197.4
|
|
||||
Municipal
|
29.1
|
|
|
2.4
|
|
|
—
|
|
|
31.5
|
|
||||
Corporate
|
2,244.7
|
|
|
79.9
|
|
|
(5.2
|
)
|
|
2,319.4
|
|
||||
Non-U.S. Government-backed Corporate
|
76.8
|
|
|
1.2
|
|
|
—
|
|
|
78.0
|
|
||||
Foreign Government
|
648.6
|
|
|
17.3
|
|
|
(0.2
|
)
|
|
665.7
|
|
||||
Asset-backed
|
141.3
|
|
|
2.4
|
|
|
(0.2
|
)
|
|
143.5
|
|
||||
Non-agency Commercial Mortgage-backed
|
41.5
|
|
|
3.3
|
|
|
—
|
|
|
44.8
|
|
||||
Agency Mortgage-backed
|
1,016.7
|
|
|
40.8
|
|
|
(2.2
|
)
|
|
1,055.3
|
|
||||
Total Fixed Income Securities — Available for Sale
|
5,462.9
|
|
|
176.3
|
|
|
(9.2
|
)
|
|
5,630.0
|
|
||||
Total Short-term Investments — Available for Sale
|
258.2
|
|
|
0.1
|
|
|
—
|
|
|
258.3
|
|
||||
Total Equity Securities — Available for Sale
|
82.6
|
|
|
27.3
|
|
|
—
|
|
|
109.9
|
|
||||
Total
|
$
|
5,803.7
|
|
|
$
|
203.7
|
|
|
$
|
(9.2
|
)
|
|
$
|
5,998.2
|
|
|
As at December 31, 2013
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
1,004.7
|
|
|
$
|
21.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
1,020.4
|
|
U.S. Agency
|
258.5
|
|
|
11.4
|
|
|
(0.8
|
)
|
|
269.1
|
|
||||
Municipal
|
32.3
|
|
|
0.9
|
|
|
(0.4
|
)
|
|
32.8
|
|
||||
Corporate
|
2,005.6
|
|
|
82.5
|
|
|
(18.7
|
)
|
|
2,069.4
|
|
||||
Non-U.S. Government-backed Corporate
|
83.4
|
|
|
1.4
|
|
|
(0.2
|
)
|
|
84.6
|
|
||||
Foreign Government
|
772.0
|
|
|
11.2
|
|
|
(4.3
|
)
|
|
778.9
|
|
||||
Asset-backed
|
119.8
|
|
|
2.8
|
|
|
(0.3
|
)
|
|
122.3
|
|
||||
Non-agency Commercial Mortgage-backed
|
56.9
|
|
|
5.7
|
|
|
—
|
|
|
62.6
|
|
||||
Agency Mortgage-backed
|
1,116.7
|
|
|
30.6
|
|
|
(18.3
|
)
|
|
1,129.0
|
|
||||
Total Fixed Income Securities — Available for Sale
|
5,449.9
|
|
|
167.7
|
|
|
(48.5
|
)
|
|
5,569.1
|
|
||||
Total Short-term Investments — Available for Sale
|
160.3
|
|
|
—
|
|
|
—
|
|
|
160.3
|
|
||||
Total Equity Securities — Available for Sale
|
112.2
|
|
|
37.8
|
|
|
(0.5
|
)
|
|
149.5
|
|
||||
Total
|
$
|
5,722.4
|
|
|
$
|
205.5
|
|
|
$
|
(49.0
|
)
|
|
$
|
5,878.9
|
|
|
As at December 31, 2014
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Agency
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Municipal
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
520.9
|
|
|
11.7
|
|
|
(2.8
|
)
|
|
529.8
|
|
||||
Foreign Government
|
137.3
|
|
|
4.3
|
|
|
(1.5
|
)
|
|
140.1
|
|
||||
Asset-backed
|
14.6
|
|
|
0.1
|
|
|
—
|
|
|
14.7
|
|
||||
Bank Loans
|
86.8
|
|
|
—
|
|
|
(1.7
|
)
|
|
85.1
|
|
||||
Total Fixed Income Securities — Trading
|
760.9
|
|
|
16.1
|
|
|
(6.0
|
)
|
|
771.0
|
|
||||
Total Short-term Investments — Trading
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Total Equity Securities — Trading
|
585.2
|
|
|
55.5
|
|
|
(24.7
|
)
|
|
616.0
|
|
||||
Total Catastrophe Bonds — Trading
|
34.4
|
|
|
0.4
|
|
|
—
|
|
|
34.8
|
|
||||
Total
|
$
|
1,380.7
|
|
|
$
|
72.0
|
|
|
$
|
(30.7
|
)
|
|
$
|
1,422.0
|
|
|
As at December 31, 2013
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
22.0
|
|
U.S. Agency
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Municipal
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
469.8
|
|
|
10.3
|
|
|
(5.3
|
)
|
|
474.8
|
|
||||
Foreign Government
|
136.5
|
|
|
1.2
|
|
|
(1.5
|
)
|
|
136.2
|
|
||||
Asset-backed
|
12.7
|
|
|
0.1
|
|
|
—
|
|
|
12.8
|
|
||||
Bank Loans
|
69.1
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
69.1
|
|
||||
Total Fixed Income Securities — Trading
|
712.1
|
|
|
11.9
|
|
|
(7.8
|
)
|
|
716.2
|
|
||||
Total Equity Securities — Trading
|
281.6
|
|
|
34.0
|
|
|
(4.7
|
)
|
|
310.9
|
|
||||
Catastrophe Bonds — Trading
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Total
|
$
|
999.5
|
|
|
$
|
45.9
|
|
|
$
|
(12.5
|
)
|
|
$
|
1,032.9
|
|
•
|
the experience of 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);
|
•
|
underwriting capacity of the (re)insurance company;
|
•
|
coverage terms and conditions (including premiums charged and wordings);
|
•
|
relationships with brokers; and
|
•
|
reputation.
|
Aspen U.K.:
|
|
|
A.M. Best
|
|
A (Excellent) (third highest of fifteen levels)
|
S&P
|
|
A (Strong) (seventh highest of twenty-two levels)
|
Moody’s
|
|
A2 (Good) (eighth highest of twenty-three levels)
|
Aspen Bermuda:
|
|
|
A.M. Best
|
|
A (Excellent) (third highest of fifteen levels)
|
S&P
|
|
A (Strong) (seventh highest of twenty-two levels)
|
Moody’s
|
|
A2 (Good) (eighth highest of twenty-three levels)
|
Aspen Specialty:
|
|
|
A.M. Best
|
|
A (Excellent) (third highest of fifteen levels)
|
AAIC:
|
|
|
A.M. Best
|
|
A (Excellent) (third highest of fifteen levels)
|
Country
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
United Kingdom
|
|
527
|
|
510
|
|
United States
|
|
353
|
|
318
|
|
Bermuda
|
|
48
|
|
48
|
|
Switzerland
|
|
36
|
|
36
|
|
Singapore
|
|
15
|
|
14
|
|
Ireland
|
|
11
|
|
11
|
|
France
|
|
5
|
|
5
|
|
Germany
|
|
3
|
|
3
|
|
Total
|
|
998
|
|
945
|
•
|
10% of its policyholders surplus as of the 31st day of December of the preceding year; or
|
•
|
the statutory net income, not including realized capital gains for the 12-month period ending, for the preceding calendar year (the 31st day of December next preceding).
|
Item 1A.
|
Risk Factors
|
|
U.S. Dollars
|
|
|
|
GBP
|
|
|
|
Other
|
|
|
Gross Written Premiums
|
73.3
|
|
%
|
|
10.2
|
|
%
|
|
16.5
|
|
%
|
General, Administrative and Corporate Expenses
|
53.9
|
|
%
|
|
41.0
|
|
%
|
|
5.1
|
|
%
|
•
|
the clients and brokers of an acquired entity may be unwilling to place their continuing insurance or reinsurance business with us;
|
•
|
creating, integrating or modifying necessary financial and operational reporting systems;
|
•
|
establishing satisfactory budgetary and other financial controls;
|
•
|
increased risks from organizational complexity and change leading to unclear or unobserved reporting lines or insufficient oversight of key business areas;
|
•
|
rapid business change or growth leading to divergence from business plan, operational ineffectiveness, dis-economies of scale or conflicts of interest
|
•
|
funding increased capital needs, overhead expenses or cash flow shortages that may occur if anticipated revenues are not realized or are delayed;
|
•
|
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;
|
•
|
obtaining additional personnel required for expanded operations and retaining key staff;
|
•
|
obtaining cultural integration;
|
•
|
obtaining necessary regulatory permissions and unknown or unidentified regulatory requirements;
|
•
|
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;
|
•
|
unknown or unidentified liabilities resulting from the investment or acquisition;
|
•
|
creating the expected return over time; and
|
•
|
the investment does not create the expected return and shareholder value is diluted.
|
•
|
election of directors is staggered, meaning that members of only one of three classes of directors are elected each year;
|
•
|
directors serve for a term of three years (unless aged 70 years or older);
|
•
|
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;
|
•
|
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;
|
•
|
shareholders have limited ability to remove directors; and
|
•
|
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%, see “Risk Factors — Risks Related to Ordinary Shares — There are provisions in our charter documents which may reduce or increase the voting rights of our ordinary shares” in Part 1, Item 1A, above.
|
•
|
a duty to act in good faith in the best interest of the company;
|
•
|
a duty not to make a personal profit from opportunities that arise from the office of director;
|
•
|
a duty to avoid conflicts of interest; and
|
•
|
a duty to exercise powers for the purpose for which such powers were intended.
|
•
|
to act honestly and in good faith with a view to the best interests of the Company; and
|
•
|
to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
|
•
|
the material facts as to the interested director’s relationship or interests were disclosed or were known to the Board and the Board in good faith authorized the transaction by the affirmative vote of a majority of the disinterested directors;
|
•
|
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
|
•
|
the transaction was fair as to the corporation at the time it was authorized, approved or ratified.
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
|
Price Range of
Ordinary Shares
|
|
Dividends Paid Per
Ordinary Share
|
||
Period
|
|
|
High
|
|
Low
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
|
|
|
|
|
|
First Quarter
|
|
$41.38
|
|
$36.18
|
|
$0.18
|
|
Second Quarter
|
|
$47.16
|
|
$39.01
|
|
$0.20
|
|
Third Quarter
|
|
$45.98
|
|
$39.20
|
|
$0.20
|
|
Fourth Quarter
|
|
$45.00
|
|
$41.39
|
|
$0.20
|
|
2013
|
|
|
|
|
|
|
|
First Quarter
|
|
$38.76
|
|
$32.23
|
|
$0.17
|
|
Second Quarter
|
|
$39.24
|
|
$35.73
|
|
$0.18
|
|
Third Quarter
|
|
$38.83
|
|
$34.81
|
|
$0.18
|
|
Fourth Quarter
|
|
$41.43
|
|
$35.37
|
|
$0.18
|
Period
|
|
|
Total
Number of
Shares (or
Units)
Purchased
|
|
Average
Price
Paid per
Share (or
Unit)
|
|
Total Number
of Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs
|
|||
October 1, 2014 to October 31, 2014
|
|
1,340,049
|
|
|
$42.84
|
|
1,340,049
|
|
|
$45.8
|
||
November 1, 2014 to November 30, 2014
|
|
58,678
|
|
|
$43.59
|
|
58,678
|
|
|
$43.3
|
||
December 1, 2014 to December 31, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$43.3
|
|
Total
(1)
|
|
1,398,727
|
|
|
$42.87
|
|
1,398,727
|
|
|
$43.3
|
(1)
|
During the
fourth
quarter of
2014
, we repurchased
1,398,727
ordinary shares in the open market at an average price of
$42.87
per share for a total cost of
$60.0 million
. We had
$43.3
million remaining under the share repurchase authorization at
December 31, 2014
. On February 5, 2015, the Board replaced the existing share repurchase authorization program with a new share repurchase authorization program of $500.0 million. The total share repurchase authorization, which was effective immediately through February 6, 2017, permits us to effect the repurchases of our shares from time to time through a combination of transactions, including open market purchases, privately negotiated transactions and accelerated share repurchase transactions.
|
*
|
$100 invested on December 31,
2009
in stock or index, including reinvestment of dividend (fiscal year ending December 31)
|
|
|
12/09
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
||||||
Aspen Insurance Holdings Limited
|
|
100.00
|
|
|
114.80
|
|
|
108.70
|
|
|
134.30
|
|
|
175.90
|
|
|
189.70
|
|
S&P 500
|
|
100.00
|
|
|
114.85
|
|
|
117.20
|
|
|
135.80
|
|
|
179.40
|
|
|
206.60
|
|
S&P 500 Property & Casualty Insurance
|
|
100.00
|
|
|
108.90
|
|
|
108.60
|
|
|
130.30
|
|
|
180.00
|
|
|
207.70
|
|
•
|
exercise respective voting rights as shareholders to approve the change of control; and
|
•
|
tender its respective shares for sale in relation to the change of control on terms no less favorable than those on which the investors sell their shares.
|
Item 6.
|
Selected Financial Data
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
($ in millions, except per share amounts and percentages)
|
||||||||||||||||||
Summary Income Statement Data
|
|
|
|
|
|
|
|
|||||||||||||
Gross written premiums
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
|
$
|
2,207.8
|
|
|
$
|
2,076.8
|
|
Net premiums written
|
|
2,515.2
|
|
|
2,299.7
|
|
|
2,246.9
|
|
|
1,929.1
|
|
|
1,891.1
|
|
|||||
Net premiums earned
|
|
2,405.3
|
|
|
2,171.8
|
|
|
2,083.5
|
|
|
1,888.5
|
|
|
1,898.9
|
|
|||||
Loss and loss adjustment expenses
|
|
(1,307.5
|
)
|
|
(1,223.7
|
)
|
|
(1,238.5
|
)
|
|
(1,556.0
|
)
|
|
(1,248.7
|
)
|
|||||
Amortization of deferred policy acquisition costs, general, administrative and corporate expenses
|
|
(896.9
|
)
|
|
(790.1
|
)
|
|
(726.3
|
)
|
|
(631.5
|
)
|
|
(587.1
|
)
|
|||||
Net investment income
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|
225.6
|
|
|
232.0
|
|
|||||
Net income/(loss)
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|
(110.1
|
)
|
|
312.7
|
|
|||||
Basic earnings/(loss) per share
|
|
4.92
|
|
|
4.29
|
|
|
3.51
|
|
|
(1.88
|
)
|
|
3.80
|
|
|||||
Fully diluted earnings/(loss) per share
|
|
4.82
|
|
|
4.14
|
|
|
3.39
|
|
|
(1.88
|
)
|
|
3.62
|
|
|||||
Basic weighted average shares outstanding (millions)
|
|
64.5
|
|
|
66.9
|
|
|
71.1
|
|
|
70.7
|
|
|
76.3
|
|
|||||
Diluted weighted average shares outstanding (millions)
|
|
65.9
|
|
|
69.4
|
|
|
73.7
|
|
|
70.7
|
|
|
80.0
|
|
|||||
Selected Ratios (based on U.S. GAAP income statement data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss ratio (on net premiums earned)
(1)
|
|
54.4
|
%
|
|
56.3
|
%
|
|
59.4
|
%
|
|
82.4
|
%
|
|
65.8
|
%
|
|||||
Expense ratio (on net premiums earned)
(2)
|
|
37.3
|
%
|
|
36.3
|
%
|
|
34.9
|
%
|
|
33.5
|
%
|
|
30.9
|
%
|
|||||
Combined ratio
(3)
|
|
91.7
|
%
|
|
92.6
|
%
|
|
94.3
|
%
|
|
115.9
|
%
|
|
96.7
|
%
|
|||||
Summary Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total cash and investments
(4,8)
|
|
$
|
8,607.4
|
|
|
$
|
8,253.4
|
|
|
$
|
8,203.9
|
|
|
$
|
7,624.9
|
|
|
$
|
7,320.0
|
|
Premiums receivable
(5)
|
|
1,058.6
|
|
|
1,045.5
|
|
|
1,141.8
|
|
|
985.1
|
|
|
905.0
|
|
|||||
Total assets
|
|
10,716.3
|
|
|
10,230.5
|
|
|
10,310.6
|
|
|
9,460.5
|
|
|
8,832.1
|
|
|||||
Loss and loss adjustment expense reserves
|
|
4,750.8
|
|
|
4,678.9
|
|
|
4,779.7
|
|
|
4,525.2
|
|
|
3,820.5
|
|
|||||
Reserves for unearned premiums
|
|
1,441.8
|
|
|
1,280.6
|
|
|
1,120.8
|
|
|
916.1
|
|
|
859.0
|
|
|||||
Loan notes issued by variable interest entities, at fair value
(9)
|
|
138.6
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
549.1
|
|
|
549.0
|
|
|
499.1
|
|
|
499.0
|
|
|
498.8
|
|
|||||
Total shareholders’ equity
|
|
3,419.3
|
|
|
3,299.6
|
|
|
3,488.4
|
|
|
3,156.0
|
|
|
3,241.9
|
|
|||||
Per Share Data (Based on U.S. GAAP balance sheet data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per ordinary share
(6)
|
|
$46.16
|
|
$41.87
|
|
$42.12
|
|
$39.66
|
|
$40.96
|
||||||||||
Diluted book value per share (treasury stock method)
(7)
|
|
$45.13
|
|
$40.90
|
|
$40.65
|
|
$38.21
|
|
$38.90
|
||||||||||
Cash dividend declared per ordinary share
|
|
$0.78
|
|
$0.71
|
|
$0.66
|
|
$0.60
|
|
$0.60
|
(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 amortization of deferred policy acquisition costs and general, administrative and corporate 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 income securities, equities, bank loans, other investments, short-term investments and catastrophe bonds.
|
(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
70,508,013
,
70,655,698
,
70,753,723
,
65,546,976
and
62,017,368
at December 31,
2010
,
2011
,
2012
,
2013
and
2014
, respectively.
|
(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,
2010
,
2011
,
2012
,
2013
and
2014
, divided by the number of dilutive equivalent shares outstanding of
74,172,657
,
73,355,674
,
73,312,340
,
67,089,572
and
63,444,356
at December 31,
2010
,
2011
,
2012
,
2013
and
2014
, respectively. At December 31,
2010
,
2011
,
2012
,
2013
and
2014
, there were
3,664,644
,
2,699,976
,
2,558,617
,
1,542,596
and
1,426,988
of dilutive equivalent shares, respectively. Potentially dilutive shares outstanding are calculated using the treasury method and all relate to employee, director and investor options.
|
(8)
|
Including cash within consolidated variable interest entities of
$176.7 million
as at
December 31, 2014
and
$50.0 million
as at
December 31, 2013
.
|
(9)
|
Of the total loan notes issued by our consolidated variable interest entities, at fair value, of
$138.6 million
as at
December 31, 2014
,
$70.7 million
were classified as long term liabilities and
$67.9 million
were classified as current liabilities due and payable in less than one year. For more information, refer to Note 7, “Variable Interest Entities” of our consolidated financial statements.
|
•
|
Annualized net income return on average equity of
11.1%
for
2014
compared with
10.6%
in
2013
and
8.5%
in
2012
.
|
•
|
Gross written premiums of
$2,902.7 million
for
2014
, an increase of
9.7%
compared with
2013
and
12.4%
compared to
2012
.
|
•
|
Combined ratio of
91.7%
for
2014
, including
$65.5 million
, or
2.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements, compared with
92.6%
for
2013
, which included
$101.9 million
or
4.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements and
94.3%
for
2012
, which included
10.8
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements. Excluding the impact of bid defense costs in 2014, the combined ratio is 90.5%.
|
•
|
Net favorable development on prior year loss reserves of
$104.1 million
, or
4.3
combined ratio points, for
2014
compared with
$107.7 million
, or
5.0
combined ratio points, for
2013
, and
$137.4 million
, or
6.6
combined ratio points, for
2012
.
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
|
(7.7
|
)%
|
|
$
|
1,227.9
|
|
Insurance
|
|
1,729.9
|
|
|
14.4
|
%
|
|
1,512.8
|
|
|
11.6
|
%
|
|
1,355.4
|
|
|||
Total
|
|
$
|
2,902.7
|
|
|
9.7
|
%
|
|
$
|
2,646.7
|
|
|
2.5
|
%
|
|
$
|
2,583.3
|
|
•
|
a
$266.8 million
increase in retained earnings for the period; and
|
•
|
the repurchase of
4,289,857
ordinary shares for
$180.9 million
through open market and other repurchases.
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.3
|
|
|
$
|
3,299.6
|
|
Preference shares less issue expenses
|
|
(555.8
|
)
|
|
(555.8
|
)
|
||
Non-controlling interests
|
|
(0.5
|
)
|
|
0.3
|
|
||
Net assets attributable to ordinary shareholders
|
|
$
|
2,863.0
|
|
|
$
|
2,744.1
|
|
Issued ordinary shares
|
|
62,017,368
|
|
|
65,546,976
|
|
||
Issued and potentially dilutive ordinary shares
|
|
63,448,319
|
|
|
67,089,572
|
|
•
|
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;
|
•
|
changes in the rates being charged by cedants; and
|
•
|
differences between the pattern of inception dates assumed in our estimate and the actual pattern of inception dates.
|
•
|
the cost of claims reported to us but not yet paid known as case reserves (“case reserves”);
|
•
|
IBNR reserves to cover the anticipated cost of claims incurred but not reported and potential development of reported claims; and
|
•
|
the expenses associated with settling claims, including legal and other fees and the general expenses of administering the claims adjustment process, known as the loss adjustment expenses (“LAE”).
|
•
|
Initial expected loss ratio (“IELR”) method:
This method calculates an estimate of ultimate losses by applying an estimated loss ratio to an estimate of ultimate earned premium for each accident year. The estimated loss ratio may be based on pricing information and/or industry data and/or historical claims experience revalued to the year under review.
|
•
|
Bornhuetter-Ferguson (“BF”) method:
The BF method uses as a starting point an assumed IELR and blends in the loss ratio, which is implied by the claims experience to date using benchmark loss development patterns on paid claims data (“Paid BF”) or reported claims data (“Reported BF”). Although the method tends to provide less volatile indications at early stages of development and reflects changes in the external environment, it can be slow to react to emerging loss development and can, if the IELR proves to be inaccurate, produce loss estimates which take longer to converge with the final settlement value of loss.
|
•
|
Loss development (“Chain Ladder”) method:
This method uses actual loss data and the historical development profiles on older accident years to project more recent, less developed years to their ultimate position.
|
•
|
Exposure-based method:
This method is typically used for specific large catastrophic events such as a major hurricane. All exposure is identified and we work with known market information and information from our cedants to determine a percentage of the exposure to be taken as the ultimate loss.
|
•
|
changes in our processes which might accelerate or slow down the development and/or recording of paid or incurred claims;
|
•
|
changes in the legal environment (including challenges to tort reform);
|
•
|
the effects of inflation;
|
•
|
changes in the mix of business;
|
•
|
the impact of large losses; and
|
•
|
changes in our cedants’ reserving methodologies.
|
Change in assumption
|
|
|
Reserve for losses and loss expenses
|
||
|
|
($ in millions)
|
|||
Six month acceleration
|
|
$
|
4,300.6
|
|
|
Three month acceleration
|
|
$
|
4,344.9
|
|
|
No change (selected)
|
|
$
|
4,400.8
|
|
|
Three month deceleration
|
|
$
|
4,469.1
|
|
|
Six month deceleration
|
|
$
|
4,556.0
|
|
Change in assumption
|
|
|
Reserve for losses and loss expenses
|
||
|
|
($ in millions)
|
|||
10% favorable
|
|
$
|
4,118.5
|
|
|
5% favorable
|
|
$
|
4,259.6
|
|
|
No change (selected)
|
|
$
|
4,400.8
|
|
|
5% unfavorable
|
|
$
|
4,542.0
|
|
|
10% unfavorable
|
|
$
|
4,683.1
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions, except for percentages)
|
||||||||||
Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
Net premiums written
|
|
2,515.2
|
|
|
2,299.7
|
|
|
2,246.9
|
|
|||
Gross premiums earned
|
|
2,736.6
|
|
|
2,493.4
|
|
|
2,385.0
|
|
|||
Net premiums earned
|
|
2,405.3
|
|
|
2,171.8
|
|
|
2,083.5
|
|
|||
Net investment income
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|||
Realized and unrealized investment gains
|
|
46.3
|
|
|
56.9
|
|
|
35.4
|
|
|||
Other income
|
|
4.5
|
|
|
8.2
|
|
|
5.6
|
|
|||
Total Revenues
|
|
2,646.4
|
|
|
2,423.3
|
|
|
2,329.4
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses
|
|
1,307.5
|
|
|
1,223.7
|
|
|
1,238.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
451.2
|
|
|
422.0
|
|
|
381.2
|
|
|||
General, administrative and corporate expenses
|
|
445.7
|
|
|
368.1
|
|
|
345.1
|
|
|||
Interest on long-term debt
|
|
29.5
|
|
|
32.7
|
|
|
30.9
|
|
|||
Change in fair value of derivatives
|
|
15.2
|
|
|
(1.3
|
)
|
|
28.4
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|||
Realized and unrealized investment losses
|
|
14.7
|
|
|
20.5
|
|
|
8.6
|
|
|||
Net realized and unrealized exchange (gains)/losses
|
|
(5.6
|
)
|
|
13.2
|
|
|
(3.4
|
)
|
|||
Other expense
|
|
1.7
|
|
|
1.7
|
|
|
4.7
|
|
|||
Total Expenses
|
|
2,278.5
|
|
|
2,080.6
|
|
|
2,034.0
|
|
|||
Income/(loss) from operations before income tax
|
|
367.9
|
|
|
342.7
|
|
|
295.4
|
|
|||
Income tax (expense)
|
|
(12.1
|
)
|
|
(13.4
|
)
|
|
(15.0
|
)
|
|||
Net Income
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
|
$
|
280.4
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|||
Loss ratio
|
|
54.4
|
%
|
|
56.3
|
%
|
|
59.4
|
%
|
|||
Expense ratio
|
|
37.3
|
%
|
|
36.3
|
%
|
|
34.9
|
%
|
|||
Combined ratio
|
|
91.7
|
%
|
|
92.6
|
%
|
|
94.3
|
%
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
|
(7.7
|
)%
|
|
$
|
1,227.9
|
|
Insurance
|
|
1,729.9
|
|
|
14.4
|
%
|
|
1,512.8
|
|
|
11.6
|
%
|
|
1,355.4
|
|
|||
Total
|
|
$
|
2,902.7
|
|
|
9.7
|
%
|
|
$
|
2,646.7
|
|
|
2.5
|
%
|
|
$
|
2,583.3
|
|
|
|
Ceded Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
48.8
|
|
|
(6.0
|
)%
|
|
$
|
51.9
|
|
|
(26.9
|
)%
|
|
$
|
71.0
|
|
Insurance
|
|
338.7
|
|
|
14.8
|
%
|
|
295.1
|
|
|
11.2
|
%
|
|
265.4
|
|
|||
Total
|
|
$
|
387.5
|
|
|
11.7
|
%
|
|
$
|
347.0
|
|
|
3.2
|
%
|
|
$
|
336.4
|
|
|
|
Net Premiums Earned for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,088.2
|
|
|
1.4
|
%
|
|
$
|
1,073.0
|
|
|
(5.2
|
)%
|
|
$
|
1,132.4
|
|
Insurance
|
|
1,317.1
|
|
|
19.9
|
%
|
|
1,098.8
|
|
|
15.5
|
%
|
|
951.1
|
|
|||
Total
|
|
$
|
2,405.3
|
|
|
10.8
|
%
|
|
$
|
2,171.8
|
|
|
4.2
|
%
|
|
$
|
2,083.5
|
|
For the Twelve Months Ended December 31, 2014
|
|
Total Loss
Ratio
|
|
Current Year
Adjustments
|
|
Loss
Ratio Excluding
Current Year
Adjustments
|
|||
Reinsurance
|
|
45.7
|
%
|
|
(3.9
|
)%
|
|
41.8
|
%
|
Insurance
|
|
61.5
|
%
|
|
(1.7
|
)%
|
|
59.8
|
%
|
Total
|
|
54.4
|
%
|
|
(2.7
|
)%
|
|
51.7
|
%
|
For the Twelve Months Ended December 31, 2013
|
|
Total Loss
Ratio
|
|
Current Year
Adjustments
|
|
Loss
Ratio Excluding
Current Year
Adjustments
|
|||
Reinsurance
|
|
44.9
|
%
|
|
(8.5
|
)%
|
|
36.4
|
%
|
Insurance
|
|
67.5
|
%
|
|
(1.4
|
)%
|
|
66.1
|
%
|
Total
|
|
56.3
|
%
|
|
(4.8
|
)%
|
|
51.5
|
%
|
For the Twelve Months Ended December 31, 2012
|
|
Total Loss
Ratio
|
|
Current Year
Adjustments
|
|
Loss
Ratio Excluding
Current Year
Adjustments
|
|||
Reinsurance
|
|
56.1
|
%
|
|
(13.7
|
)%
|
|
42.4
|
%
|
Insurance
|
|
63.4
|
%
|
|
(6.0
|
)%
|
|
57.4
|
%
|
Total
|
|
59.4
|
%
|
|
(10.1
|
)%
|
|
49.3
|
%
|
|
|
For the Twelve Months Ended December 31, 2014
|
|||||||
Ratios Based on Gross Earned Premium
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
|||
Policy acquisition expense ratio
|
|
17.6
|
%
|
|
15.7
|
%
|
|
16.5
|
%
|
General and administrative expense ratio
(1)
|
|
12.9
|
|
|
12.9
|
|
|
16.3
|
|
Gross expense ratio
|
|
30.5
|
|
|
28.6
|
|
|
32.8
|
|
Effect of reinsurance
|
|
1.4
|
|
|
6.1
|
|
|
4.5
|
|
Total net expense ratio
|
|
31.9
|
%
|
|
34.7
|
%
|
|
37.3
|
%
|
|
|
For the Twelve Months Ended December 31, 2013
|
|||||||
Ratios Based on Gross Earned Premium
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
|||
Policy acquisition expense ratio
|
|
18.4
|
%
|
|
15.7
|
%
|
|
16.9
|
%
|
General and administrative expense ratio
(1)
|
|
11.6
|
|
|
13.6
|
|
|
14.8
|
|
Gross expense ratio
|
|
30.0
|
|
|
29.3
|
|
|
31.7
|
|
Effect of reinsurance
|
|
1.5
|
|
|
7.1
|
|
|
4.6
|
|
Total net expense ratio
|
|
31.5
|
%
|
|
36.4
|
%
|
|
36.3
|
%
|
|
|
For the Twelve Months Ended December 31, 2012
|
|||||||
Ratios Based on Gross Earned Premium
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
|||
Policy acquisition expense ratio
|
|
17.2
|
%
|
|
14.7
|
%
|
|
16.0
|
%
|
General and administrative expense ratio
(1)
|
|
10.3
|
|
|
14.3
|
|
|
14.5
|
|
Gross expense ratio
|
|
27.5
|
|
|
29.0
|
|
|
30.5
|
|
Effect of reinsurance
|
|
1.8
|
|
|
6.9
|
|
|
4.4
|
|
Total net expense ratio
|
|
29.3
|
%
|
|
35.9
|
%
|
|
34.9
|
%
|
(1)
|
The total group general and administrative expense ratio includes corporate expenses. In 2014, corporate expenses included
$28.5 million
of costs associated with the unsolicited approach from Endurance.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
10.3
|
|
|
$
|
18.2
|
|
|
$
|
7.6
|
|
Fixed income securities — gross realized (losses)
|
|
(5.9
|
)
|
|
(7.4
|
)
|
|
(0.4
|
)
|
|||
Equity securities — gross realized gains
|
|
12.9
|
|
|
18.0
|
|
|
4.3
|
|
|||
Equity securities — gross realized (losses)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(4.9
|
)
|
|||
Total other-than-temporary impairments
|
|
(2.4
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
7.3
|
|
|
9.5
|
|
|
9.8
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|
(0.3
|
)
|
|||
Equity securities — gross realized gains
|
|
7.8
|
|
|
2.1
|
|
|
—
|
|
|||
Equity securities — gross realized (losses)
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Catastrophe bonds — gross realized gains
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Net change in gross unrealized gains
|
|
7.6
|
|
|
6.1
|
|
|
10.5
|
|
|||
Gross realized and unrealized gains in other investments
|
|
—
|
|
|
3.0
|
|
|
3.2
|
|
|||
Other realized losses
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
31.6
|
|
|
$
|
36.4
|
|
|
$
|
26.8
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting income
|
|
$
|
294.7
|
|
|
$
|
209.2
|
|
|
$
|
171.7
|
|
Corporate expenses
|
|
(93.8
|
)
|
|
(51.2
|
)
|
|
(53.0
|
)
|
|||
Other income
|
|
2.8
|
|
|
6.5
|
|
|
0.9
|
|
|||
Net investment income
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|||
Change in fair value of derivatives
|
|
(15.2
|
)
|
|
1.3
|
|
|
(28.4
|
)
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
(18.6
|
)
|
|
—
|
|
|
—
|
|
|||
Realized and unrealized investment gains
|
|
46.3
|
|
|
56.9
|
|
|
35.4
|
|
|||
Realized and unrealized investment (losses)
|
|
(14.7
|
)
|
|
(20.5
|
)
|
|
(8.6
|
)
|
|||
Net realized and unrealized foreign exchange gains/(losses)
|
|
5.6
|
|
|
(13.2
|
)
|
|
3.4
|
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(32.7
|
)
|
|
(30.9
|
)
|
|||
Income before tax
|
|
$
|
367.9
|
|
|
$
|
342.7
|
|
|
$
|
295.4
|
|
|
|
Twelve Months Ended December 31, 2014
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,172.8
|
|
|
$
|
1,729.9
|
|
|
$
|
2,902.7
|
|
Net written premiums
|
|
1,124.0
|
|
|
1,391.2
|
|
|
2,515.2
|
|
|||
Gross earned premiums
|
|
1,137.6
|
|
|
1,599.0
|
|
|
2,736.6
|
|
|||
Net earned premiums
|
|
1,088.2
|
|
|
1,317.1
|
|
|
2,405.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss expenses
|
|
497.8
|
|
|
809.7
|
|
|
1,307.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
200.0
|
|
|
251.2
|
|
|
451.2
|
|
|||
General and administrative expenses
|
|
146.4
|
|
|
205.5
|
|
|
351.9
|
|
|||
Underwriting income
|
|
$
|
244.0
|
|
|
$
|
50.7
|
|
|
294.7
|
|
|
Corporate expenses
|
|
|
|
|
|
(93.8
|
)
|
|||||
Net investment income
|
|
|
|
|
|
190.3
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
46.3
|
|
|||||
Realized and unrealized investment (losses)
|
|
|
|
|
|
(14.7
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(18.6
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(15.2
|
)
|
|||||
Interest on long-term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange gains
|
|
|
|
|
|
5.6
|
|
|||||
Other income
|
|
|
|
|
|
4.5
|
|
|||||
Other expenses
|
|
|
|
|
|
(1.7
|
)
|
|||||
Income before income tax
|
|
|
|
|
|
367.9
|
|
|||||
Income tax expense
|
|
|
|
|
|
(12.1
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
355.8
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,493.3
|
|
|
$
|
1,907.5
|
|
|
$
|
4,400.8
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
45.7
|
%
|
|
61.5
|
%
|
|
54.4
|
%
|
|||
Policy acquisition expense ratio
|
|
18.4
|
|
|
19.1
|
|
|
18.8
|
|
|||
General and administrative expense ratio
(1)
|
|
13.5
|
|
|
15.6
|
|
|
18.5
|
|
|||
Expense ratio
|
|
31.9
|
|
|
34.7
|
|
|
37.3
|
|
|||
Combined ratio
|
|
77.6
|
%
|
|
96.2
|
%
|
|
91.7
|
%
|
(1)
|
The total group general and administrative expense ratio includes the impact from corporate expenses.
|
|
|
Twelve Months Ended December 31, 2013
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,133.9
|
|
|
$
|
1,512.8
|
|
|
$
|
2,646.7
|
|
Net written premiums
|
|
1,082.0
|
|
|
1,217.7
|
|
|
2,299.7
|
|
|||
Gross earned premiums
|
|
1,126.6
|
|
|
1,366.8
|
|
|
2,493.4
|
|
|||
Net earned premiums
|
|
1,073.0
|
|
|
1,098.8
|
|
|
2,171.8
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
|
|
|
|||
Losses and loss expenses
|
|
481.7
|
|
|
742.0
|
|
|
1,223.7
|
|
|||
Amortization of deferred policy acquisition costs
|
|
207.2
|
|
|
214.8
|
|
|
422.0
|
|
|||
General and administrative expenses
|
|
131.0
|
|
|
185.9
|
|
|
316.9
|
|
|||
Underwriting income/(loss)
|
|
$
|
253.1
|
|
|
$
|
(43.9
|
)
|
|
209.2
|
|
|
Corporate expenses
|
|
|
|
|
|
|
|
(51.2
|
)
|
|||
Net investment income
|
|
|
|
|
|
|
|
186.4
|
|
|||
Realized and unrealized investment gains
|
|
|
|
|
|
|
|
56.9
|
|
|||
Realized and unrealized investment (losses)
|
|
|
|
|
|
|
|
(20.5
|
)
|
|||
Change in fair value of derivatives
|
|
|
|
|
|
|
|
1.3
|
|
|||
Interest on long-term debt
|
|
|
|
|
|
|
|
(32.7
|
)
|
|||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
|
|
(13.2
|
)
|
|||
Other income
|
|
|
|
|
|
|
|
8.2
|
|
|||
Other expenses
|
|
|
|
|
|
|
|
(1.7
|
)
|
|||
Income before income tax
|
|
|
|
|
|
|
|
342.7
|
|
|||
Income tax expense
|
|
|
|
|
|
|
|
(13.4
|
)
|
|||
Net income
|
|
|
|
|
|
|
|
$
|
329.3
|
|
||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,646.8
|
|
|
$
|
1,699.4
|
|
|
$
|
4,346.2
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
44.9
|
%
|
|
67.5
|
%
|
|
56.3
|
%
|
|||
Policy acquisition expense ratio
|
|
19.3
|
|
|
19.5
|
|
|
19.4
|
|
|||
General and administrative expense ratio
(1)
|
|
12.2
|
|
|
16.9
|
|
|
16.9
|
|
|||
Expense ratio
|
|
31.5
|
|
|
36.4
|
|
|
36.3
|
|
|||
Combined ratio
|
|
76.4
|
%
|
|
103.9
|
%
|
|
92.6
|
%
|
(1)
|
The total group general and administrative expense ratio includes the impact from corporate expenses.
|
|
|
Twelve Months Ended December 31, 2012
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,227.9
|
|
|
$
|
1,355.4
|
|
|
$
|
2,583.3
|
|
Net written premiums
|
|
1,156.9
|
|
|
1,090.0
|
|
|
2,246.9
|
|
|||
Gross earned premiums
|
|
1,208.0
|
|
|
1,177.0
|
|
|
2,385.0
|
|
|||
Net earned premiums
|
|
1,132.4
|
|
|
951.1
|
|
|
2,083.5
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss expenses
|
|
635.3
|
|
|
603.2
|
|
|
1,238.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
207.8
|
|
|
173.4
|
|
|
381.2
|
|
|||
General and administrative expenses
|
|
123.9
|
|
|
168.2
|
|
|
292.1
|
|
|||
Underwriting income
|
|
$
|
165.4
|
|
|
$
|
6.3
|
|
|
171.7
|
|
|
Corporate expenses
|
|
|
|
|
|
(53.0
|
)
|
|||||
Net investment income
|
|
|
|
|
|
204.9
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
35.4
|
|
|||||
Realized and unrealized investment (losses)
|
|
|
|
|
|
(8.6
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(28.4
|
)
|
|||||
Interest on long-term debt
|
|
|
|
|
|
(30.9
|
)
|
|||||
Net realized and unrealized foreign exchange gains
|
|
|
|
|
|
3.4
|
|
|||||
Other income
|
|
|
|
|
|
5.6
|
|
|||||
Other expenses
|
|
|
|
|
|
(4.7
|
)
|
|||||
Income before income tax
|
|
|
|
|
|
295.4
|
|
|||||
Income tax expense
|
|
|
|
|
|
(15.0
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
280.4
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,811.3
|
|
|
$
|
1,469.4
|
|
|
$
|
4,280.7
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
56.1
|
%
|
|
63.4
|
%
|
|
59.4
|
%
|
|||
Policy acquisition expense ratio
|
|
18.4
|
|
|
18.2
|
|
|
18.3
|
|
|||
General and administrative expense ratio
(1)
|
|
10.9
|
|
|
17.7
|
|
|
16.6
|
|
|||
Expense ratio
|
|
29.3
|
|
|
35.9
|
|
|
34.9
|
|
|||
Combined ratio
|
|
85.4
|
%
|
|
99.3
|
%
|
|
94.3
|
%
|
(1)
|
The general and administrative expense ratio in the total column includes corporate expenses.
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property catastrophe reinsurance
|
|
$
|
301.5
|
|
|
10.3
|
%
|
|
$
|
273.3
|
|
|
(12.2
|
)%
|
|
$
|
311.3
|
|
Other property reinsurance
|
|
343.0
|
|
|
13.3
|
%
|
|
302.8
|
|
|
(3.4
|
)%
|
|
313.4
|
|
|||
Casualty reinsurance
|
|
281.9
|
|
|
(9.7
|
)%
|
|
312.3
|
|
|
(7.5
|
)%
|
|
337.5
|
|
|||
Specialty reinsurance
|
|
246.4
|
|
|
0.4
|
%
|
|
245.5
|
|
|
(7.6
|
)%
|
|
265.7
|
|
|||
Total
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
|
(7.7
|
)%
|
|
$
|
1,227.9
|
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property and casualty insurance
|
|
$
|
801.0
|
|
|
22.5
|
%
|
|
$
|
654.1
|
|
|
18.3
|
%
|
|
$
|
552.9
|
|
Marine, aviation and energy insurance
|
|
519.3
|
|
|
(0.8
|
)%
|
|
523.4
|
|
|
(1.4
|
)%
|
|
530.9
|
|
|||
Financial and professional lines insurance
|
|
409.6
|
|
|
22.2
|
%
|
|
335.3
|
|
|
23.5
|
%
|
|
271.6
|
|
|||
Total
|
|
$
|
1,729.9
|
|
|
14.4
|
%
|
|
$
|
1,512.8
|
|
|
11.6
|
%
|
|
$
|
1,355.4
|
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||||||||
|
|
Estimated
Fair Value
|
|
Percentage of
Total Cash and
Investments
|
|
Estimated
Fair Value
|
|
Percentage of
Total Cash and
Investments
|
||||||
|
|
($ in millions except for percentages)
|
||||||||||||
Fixed Income Securities — Available for Sale
|
|
|
|
|
|
|
|
|
||||||
U.S. government
|
|
$
|
1,094.4
|
|
|
12.6
|
%
|
|
$
|
1,020.4
|
|
|
12.4
|
%
|
U.S. agency
|
|
197.4
|
|
|
2.3
|
|
|
269.1
|
|
|
3.3
|
|
||
Municipal
|
|
31.5
|
|
|
0.4
|
|
|
32.8
|
|
|
0.4
|
|
||
Corporate
|
|
2,319.4
|
|
|
26.9
|
|
|
2,069.4
|
|
|
25.1
|
|
||
Non-U.S. government-backed corporate
|
|
78.0
|
|
|
0.9
|
|
|
84.6
|
|
|
1.0
|
|
||
Foreign government
|
|
665.7
|
|
|
7.7
|
|
|
778.9
|
|
|
9.3
|
|
||
Asset-backed
|
|
143.5
|
|
|
1.7
|
|
|
122.3
|
|
|
1.5
|
|
||
Non-agency commercial mortgage-backed
|
|
44.8
|
|
|
0.5
|
|
|
62.6
|
|
|
0.8
|
|
||
Agency mortgage-backed
|
|
1,055.3
|
|
|
12.3
|
|
|
1,129.0
|
|
|
13.6
|
|
||
Total Fixed Income Securities — Available for Sale
|
|
$
|
5,630.0
|
|
|
65.3
|
%
|
|
$
|
5,569.1
|
|
|
67.4
|
%
|
Fixed Income Securities — Trading
|
|
|
|
|
|
|
|
|
||||||
U.S. government
|
|
—
|
|
|
—
|
%
|
|
22.0
|
|
|
0.3
|
%
|
||
U.S. agency
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
Municipal
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||
Corporate
|
|
529.8
|
|
|
6.2
|
|
|
474.8
|
|
|
5.8
|
|
||
Foreign government
|
|
140.1
|
|
|
1.6
|
|
|
136.2
|
|
|
1.7
|
|
||
Asset-backed
|
|
14.7
|
|
|
0.2
|
|
|
12.8
|
|
|
0.2
|
|
||
Bank loans
|
|
85.1
|
|
|
1.0
|
|
|
69.1
|
|
|
0.8
|
|
||
Total Fixed Income Securities — Trading
|
|
$
|
771.0
|
|
|
9.0
|
%
|
|
$
|
716.2
|
|
|
8.8
|
%
|
Total other investments
|
|
8.7
|
|
|
0.1
|
|
|
48.0
|
|
|
0.6
|
|
||
Total catastrophe bonds — trading
|
|
34.8
|
|
|
0.4
|
|
|
5.8
|
|
|
0.1
|
|
||
Total equity securities — available for sale
|
|
109.9
|
|
|
1.3
|
|
|
149.5
|
|
|
1.8
|
|
||
Total equity securities — trading
|
|
616.0
|
|
|
7.2
|
|
|
310.9
|
|
|
3.8
|
|
||
Total short-term investments — available for sale
|
|
258.3
|
|
|
3.0
|
|
|
160.3
|
|
|
1.9
|
|
||
Total short-term investments — trading
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total cash and cash equivalents
|
|
1,178.5
|
|
|
13.7
|
|
|
1,293.6
|
|
|
15.6
|
|
||
Total Cash and Investments
|
|
$
|
8,607.4
|
|
|
100.0
|
%
|
|
$
|
8,253.4
|
|
|
100.0
|
%
|
|
|
AAA
|
|
AA and Below
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Agency
|
|
$
|
—
|
|
|
$
|
1,055.3
|
|
|
$
|
1,055.3
|
|
Non-agency commercial
|
|
20.2
|
|
|
24.6
|
|
|
44.8
|
|
|||
Total mortgage-backed securities
|
|
$
|
20.2
|
|
|
$
|
1,079.9
|
|
|
$
|
1,100.1
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Available for Sale Equity Portfolio
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
4.1
|
|
|
$
|
5.6
|
|
|
$
|
6.2
|
|
Realized investment gains/(losses)
|
|
10.9
|
|
|
17.7
|
|
|
(0.6
|
)
|
|||
Change in net unrealized gains, gross of tax
|
|
(6.0
|
)
|
|
11.2
|
|
|
16.4
|
|
|||
Realized foreign exchange (losses)
|
|
(0.5
|
)
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|||
Net unrealized foreign exchange (losses)/gains
|
|
(4.0
|
)
|
|
1.4
|
|
|
3.3
|
|
|||
Total investment return from the available for sale equity portfolio
|
|
$
|
4.5
|
|
|
$
|
34.6
|
|
|
$
|
23.5
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Trading Equity Portfolio
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
13.0
|
|
|
$
|
7.0
|
|
|
$
|
—
|
|
Realized investment gains
|
|
5.4
|
|
|
1.5
|
|
|
—
|
|
|||
Change in net unrealized gains, gross of tax
|
|
28.1
|
|
|
26.5
|
|
|
—
|
|
|||
Realized foreign exchange (losses)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Net unrealized foreign exchange (losses)/gains
|
|
(26.5
|
)
|
|
2.8
|
|
|
—
|
|
|||
Total investment return from the trading equity portfolio
|
|
$
|
19.3
|
|
|
$
|
37.5
|
|
|
$
|
—
|
|
|
|
As at December 31, 2014 by Ratings
|
|||||||||||||||||||||||||||||
Country
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
BB
|
|
NR
|
|
Market
Value
|
|
Market
Value
%
|
|||||||||||||||
|
|
($ in millions except percentages)
|
|||||||||||||||||||||||||||||
Austria
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
1.4
|
%
|
Belgium
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
—
|
|
|
13.7
|
|
|
35.3
|
|
|
3.1
|
|
|||||||
Denmark
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
9.4
|
|
|
0.8
|
|
|||||||
Finland
|
|
4.1
|
|
|
15.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
27.7
|
|
|
2.4
|
|
|||||||
France
|
|
—
|
|
|
37.8
|
|
|
29.2
|
|
|
2.2
|
|
|
—
|
|
|
39.9
|
|
|
109.1
|
|
|
9.5
|
|
|||||||
Germany
|
|
55.3
|
|
|
20.3
|
|
|
60.6
|
|
|
2.2
|
|
|
—
|
|
|
13.0
|
|
|
151.4
|
|
|
13.3
|
|
|||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||||||
Latvia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.1
|
|
|||||||
Lithuania
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
0.3
|
|
|||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
1.0
|
|
|
—
|
|
|
1.3
|
|
|
0.1
|
|
|||||||
Netherlands
|
|
—
|
|
|
58.3
|
|
|
10.2
|
|
|
1.1
|
|
|
1.5
|
|
|
—
|
|
|
71.1
|
|
|
6.2
|
|
|||||||
Norway
|
|
6.0
|
|
|
17.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
2.0
|
|
|||||||
Poland
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.2
|
|
|||||||
Spain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
0.1
|
|
|||||||
Sweden
|
|
3.0
|
|
|
16.7
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
23.6
|
|
|
44.3
|
|
|
3.9
|
|
|||||||
Switzerland
|
|
10.1
|
|
|
43.2
|
|
|
45.4
|
|
|
7.7
|
|
|
—
|
|
|
77.2
|
|
|
183.6
|
|
|
16.0
|
|
|||||||
United Kingdom
|
|
29.8
|
|
|
213.2
|
|
|
74.7
|
|
|
37.0
|
|
|
4.2
|
|
|
104.0
|
|
|
462.9
|
|
|
40.6
|
|
|||||||
Total European Exposures
|
|
$
|
110.9
|
|
|
$
|
438.3
|
|
|
$
|
244.2
|
|
|
$
|
57.8
|
|
|
$
|
6.7
|
|
|
$
|
286.2
|
|
|
$
|
1,144.1
|
|
|
100.0
|
%
|
|
|
As at December 31, 2014 by Sectors
|
||||||||||||||||||||||||||||||||||||||||||||||
Country
|
|
Sovereign
|
|
ABS
|
|
Government
Guaranteed
Bonds
|
|
Agency
|
|
Local
Government
|
|
Corporate
Financial
Issuers
|
|
Corporate
Non-
Financial
Issuers
|
|
Covered
Bonds
|
|
Equity
|
|
Bank Loans
|
|
Market
Value
|
|
Unrealized
Pre-tax
Gain
|
||||||||||||||||||||||||
|
|
($ in millions except percentages)
|
||||||||||||||||||||||||||||||||||||||||||||||
Austria
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
0.3
|
|
Belgium
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
—
|
|
|
13.7
|
|
|
—
|
|
|
35.3
|
|
|
4.8
|
|
||||||||||||
Denmark
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
—
|
|
|
9.4
|
|
|
0.4
|
|
||||||||||||
Finland
|
|
11.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
27.7
|
|
|
2.5
|
|
||||||||||||
France
|
|
3.4
|
|
|
—
|
|
|
8.6
|
|
|
24.0
|
|
|
—
|
|
|
13.3
|
|
|
19.9
|
|
|
—
|
|
|
39.9
|
|
|
—
|
|
|
109.1
|
|
|
5.7
|
|
||||||||||||
Germany
|
|
9.4
|
|
|
—
|
|
|
34.8
|
|
|
10.2
|
|
|
19.0
|
|
|
—
|
|
|
65.0
|
|
|
—
|
|
|
13.0
|
|
|
—
|
|
|
151.4
|
|
|
4.7
|
|
||||||||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||||||||||
Latvia
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
0.1
|
|
||||||||||||
Lithuania
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
0.2
|
|
||||||||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
1.3
|
|
|
—
|
|
||||||||||||
Netherlands
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
28.0
|
|
|
—
|
|
|
2.8
|
|
|
30.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
71.1
|
|
|
1.3
|
|
||||||||||||
Norway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.4
|
|
|
0.9
|
|
||||||||||||
Poland
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.1
|
|
||||||||||||
Spain
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
||||||||||||
Sweden
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
3.0
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
44.3
|
|
|
6.4
|
|
||||||||||||
Switzerland
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.9
|
|
|
68.5
|
|
|
3.7
|
|
|
77.2
|
|
|
—
|
|
|
183.6
|
|
|
19.4
|
|
||||||||||||
United Kingdom
|
|
215.5
|
|
|
1.1
|
|
|
6.3
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
|
105.9
|
|
|
13.8
|
|
|
104.0
|
|
|
4.2
|
|
|
462.9
|
|
|
13.6
|
|
||||||||||||
Total European Exposures
|
|
$
|
267.9
|
|
|
$
|
1.1
|
|
|
$
|
58.7
|
|
|
$
|
93.5
|
|
|
$
|
33.4
|
|
|
$
|
65.9
|
|
|
$
|
313.2
|
|
|
$
|
17.5
|
|
|
$
|
286.2
|
|
|
$
|
6.7
|
|
|
$
|
1,144.1
|
|
|
$
|
60.4
|
|
|
|
As at December 31, 2014
|
||||||||||
Business Segment
|
|
Gross
|
|
Reinsurance
Recoverable
|
|
Net
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
2,531.1
|
|
|
$
|
(37.8
|
)
|
|
$
|
2,493.3
|
|
Insurance
|
|
2,219.7
|
|
|
(312.2
|
)
|
|
1,907.5
|
|
|||
Total losses and loss expense reserves
|
|
$
|
4,750.8
|
|
|
$
|
(350.0
|
)
|
|
$
|
4,400.8
|
|
|
|
At December 31, 2013
|
||||||||||
Business Segment
|
|
Gross
|
|
Reinsurance
Recoverable
|
|
Net
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
2,707.0
|
|
|
$
|
(60.2
|
)
|
|
$
|
2,646.8
|
|
Insurance
|
|
1,971.9
|
|
|
(272.5
|
)
|
|
1,699.4
|
|
|||
Total losses and loss expense reserves
|
|
$
|
4,678.9
|
|
|
$
|
(332.7
|
)
|
|
$
|
4,346.2
|
|
|
|
As at December 31, 2014
|
|||||||||||||
|
|
Gross
Outstandings
|
|
Gross
IBNR
|
|
Gross
Reserve
|
|
% IBNR
|
|||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||
Reinsurance
|
|
$
|
1,128.6
|
|
|
$
|
1,402.5
|
|
|
$
|
2,531.1
|
|
|
55.4
|
%
|
Insurance
|
|
908.1
|
|
|
1,311.6
|
|
|
2,219.7
|
|
|
59.1
|
%
|
|||
Total losses and loss expense reserves
|
|
$
|
2,036.7
|
|
|
$
|
2,714.1
|
|
|
$
|
4,750.8
|
|
|
57.1
|
%
|
|
|
As at December 31, 2013
|
|||||||||||||
|
|
Gross
Outstandings
|
|
Gross
IBNR
|
|
Gross
Reserve
|
|
% IBNR
|
|||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||
Reinsurance
|
|
$
|
1,212.8
|
|
|
$
|
1,494.2
|
|
|
$
|
2,707.0
|
|
|
55.2
|
%
|
Insurance
|
|
880.5
|
|
|
1,091.4
|
|
|
1,971.9
|
|
|
55.3
|
%
|
|||
Total losses and loss expense reserves
|
|
$
|
2,093.3
|
|
|
$
|
2,585.6
|
|
|
$
|
4,678.9
|
|
|
55.3
|
%
|
|
|
For the Twelve Months Ended
|
||||||||||
Business Segment
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
99.0
|
|
|
$
|
122.6
|
|
|
$
|
102.2
|
|
Insurance
|
|
5.1
|
|
|
(14.9
|
)
|
|
35.2
|
|
|||
Total losses and loss expense reserves reductions
|
|
$
|
104.1
|
|
|
$
|
107.7
|
|
|
$
|
137.4
|
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||
|
|
($ in millions)
|
||||||
Share capital, additional paid-in capital, retained income and accumulated other comprehensive income attributable to ordinary shareholders
|
|
$
|
2,863.5
|
|
|
$
|
2,744.0
|
|
Preference shares (liquidation preferences net of issue costs)
|
|
555.8
|
|
|
555.8
|
|
||
Long-term debt
|
|
549.1
|
|
|
549.0
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
138.6
|
|
|
50.0
|
|
||
Total capital
|
|
$
|
4,107.0
|
|
|
$
|
3,898.8
|
|
•
|
On February 7, 2013, our Board replaced the existing share repurchase authorization of
$400.0 million
with a new authorization of
$500.0 million
. The total share repurchase authorization, which was effective immediately through February 7, 2015, permits the Company to effect the repurchases from time to time through a combination of transactions, including open market repurchases, privately negotiated transactions and accelerated share repurchase transactions.
|
•
|
Under the open market repurchases, the Company acquired and cancelled
8,461,174
ordinary shares for the twelve months ended December 31, 2013. The total consideration paid was
$309.6 million
and the average price paid was $36.59. As at December 31, 2013, we had
$224.2 million
remaining under our current share repurchase authorization.
|
•
|
On February 26, 2013, the Company entered into an accelerated share repurchase agreement (“ASR”) with Goldman Sachs & Co. (“Goldman”) to repurchase an aggregate of
$150.0 million
of our ordinary shares. Under this arrangement, we initially acquired and cancelled
3,348,214
ordinary shares for the three months ended March 31, 2013. The ASR commenced on February 27, 2013, and was terminated on August 29, 2013. Settlement was made entirely in the Company’s ordinary shares and was accounted for as an equity transaction under the guidelines specified under ASC 815
Derivatives and Hedging
. On August 29, 2013, Goldman delivered to the Company an additional
705,062
ordinary shares. The total amount repurchased under the ASR was
4,053,276
ordinary shares at an average price of
$37.01
.
|
•
|
On March 4, 2013, an agreement was signed to repurchase
54,437
ordinary shares from the Names’ Trustee. The shares were repurchased on March 21, 2013 for a total purchase price of
$2.0 million
and subsequently cancelled.
|
•
|
On April 24, 2013, we announced a
6%
increase in our normal quarterly dividend to our ordinary shareholders from
$0.17
per share to
$0.18
per share.
|
•
|
On May 2, 2013, we issued
11.0 million
shares of our
5.950%
Perpetual Preference Shares. See Part II, Item 5, “Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Description of our 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares.” On May 30, 2013, we redeemed all of our 5.625% Perpetual PIERS with a liquidation preference of
$50.00
for an aggregate amount of
$230.0 million
. We also issued a total of
1,835,860
ordinary shares in connection with the redemption of the 5.625% Perpetual PIERS.
|
•
|
On November 13, 2013, we closed our offering on the 2023 Senior Notes. The net proceeds from the 2023 Senior Notes offering, before offering expenses, were $299.7 million and a portion of the proceeds was used to redeem the outstanding 6.00% $250.0 million Senior Notes due August 15, 2014. The redemption resulted in a realized loss, or make-whole payment, of $9.3 million which is reflected in net realized and unrealized investment gains and losses of the statement of operations and other comprehensive income. Subject to applicable law, the 2023 Senior Notes will be the senior unsecured obligations of Aspen Holdings and will rank equally in right of payment with all of our other senior unsecured indebtedness from time to time outstanding.
|
•
|
On April 23, 2014, we announced an 11.1% increase in our normal quarterly dividend to our ordinary shareholders from $0.18 per share to $0.20 per share.
|
•
|
For the
twelve months ended
December 31, 2014, we acquired and cancelled a total of
4,289,857
ordinary shares in open market repurchases. The total consideration paid for the
twelve months ended
December 31, 2014 was
$180.9 million
with the average price for the
twelve months ended
December 31, 2014 being
$42.16
. As at December 31, 2014, the Company had
$43.3 million
remaining under its current share repurchase authorization of $500.0 million granted on February 7, 2013.
|
•
|
On February 5, 2015, our Board replaced the existing share repurchase authorization program with a new share repurchase authorization program of $500.0 million. The total share repurchase authorization, which was effective immediately through February 6, 2017, permits us to effect the repurchases of our shares from time to time through a combination of transactions, including open market purchases, privately negotiated transactions and accelerated share repurchase transactions.
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,086.9
|
|
|
$
|
685.8
|
|
Third party
|
|
2,183.4
|
|
|
2,236.4
|
|
||
Letters of credit / guarantees
|
|
778.7
|
|
|
830.4
|
|
||
Total restricted assets
|
|
$
|
4,049.0
|
|
|
$
|
3,752.6
|
|
Total as percent of cash and invested assets
|
|
47.0
|
%
|
|
45.5
|
%
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Later
Years |
|
Total
|
||||||||||||||
|
($ in millions)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
13.4
|
|
|
$
|
9.3
|
|
|
$
|
8.5
|
|
|
$
|
7.3
|
|
|
$
|
6.4
|
|
|
$
|
1.5
|
|
|
$
|
46.4
|
|
Long-term debt obligations
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
550.0
|
|
|
550.0
|
|
|||||||
Reserves for losses and LAE
(2)
|
1,276.7
|
|
|
956.0
|
|
|
672.9
|
|
|
476.1
|
|
|
331.6
|
|
|
1,037.5
|
|
|
4,750.8
|
|
|||||||
Total
|
$
|
1,290.1
|
|
|
$
|
965.3
|
|
|
$
|
681.4
|
|
|
$
|
483.4
|
|
|
$
|
338.0
|
|
|
$
|
1,589.0
|
|
|
$
|
5,347.2
|
|
(1)
|
The long-term debt obligations disclosed above do not include the
$29.0 million
annual interest payments on our outstanding senior notes or dividends payable to holders of our preference shares or the loan notes issued by Silverton in the amount of
$138.6 million
.
|
(2)
|
In estimating the time intervals into which payments of our reserves for losses and loss adjustment expenses fall, as set out above, we have utilized actuarially assessed payment patterns. By the nature of the insurance and reinsurance contracts under which these liabilities are assumed, there can be no certainty that actual payments will fall in the periods shown and there could be a material acceleration or deceleration of claims payments depending on factors outside our control. This uncertainty is heightened by the relatively short time in which we have operated (relevant in particular to longer-tail lines), thereby providing limited Company-specific claims loss payment patterns. The total amount of payments in respect of our reserves, as well as the timing of such payments, may differ materially from our current estimates for the reasons set out above under “ — Critical Accounting Policies — Reserves for Losses and Loss Expenses.”
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.3
|
|
|
$
|
3,299.6
|
|
Accumulated other comprehensive income, net of taxes
|
|
(234.3
|
)
|
|
(219.1
|
)
|
||
Preference shares less issue expenses
|
|
(555.8
|
)
|
|
(555.8
|
)
|
||
Non-controlling interest
|
|
(0.5
|
)
|
|
0.3
|
|
||
Ordinary dividends
|
|
50.3
|
|
|
47.8
|
|
||
Adjusted total shareholders’ equity
|
|
$
|
2,679.0
|
|
|
$
|
2,572.8
|
|
|
|
|
|
|
||||
Ordinary shares
|
|
62,017,368
|
|
|
65,546,976
|
|
||
Diluted ordinary shares
|
|
63,448,319
|
|
|
67,089,572
|
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
||||
|
|
($ in millions)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.3
|
|
|
$
|
3,299.6
|
|
Non-controlling interest
|
|
(0.5
|
)
|
|
0.3
|
|
||
Average preference shares
|
|
(555.8
|
)
|
|
(541.0
|
)
|
||
Average adjustment
|
|
11.6
|
|
|
22.5
|
|
||
Average equity
|
|
$
|
2,874.6
|
|
|
$
|
2,781.4
|
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
||||
|
|
($ in millions)
|
||||||
Net income after tax
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
Add (deduct) after tax income:
|
|
|
|
|
|
|
||
Net realized and unrealized investment (gains)
|
|
(31.2
|
)
|
|
(35.7
|
)
|
||
Net realized and unrealized exchange (gains)/losses
|
|
(4.9
|
)
|
|
9.0
|
|
||
Changes to the fair value of derivatives
|
|
17.3
|
|
|
1.6
|
|
||
Costs associated with defending the unsolicited approach from Endurance
|
|
28.5
|
|
|
—
|
|
||
Other non-recurring items
|
|
3.2
|
|
|
(0.4
|
)
|
||
Tax on non-operating income
|
|
(0.2
|
)
|
|
0.5
|
|
||
Operating income after tax
|
|
$
|
368.5
|
|
|
$
|
304.3
|
|
•
|
We have ISDA master agreements with multiple potential counterparties to diversify our counterparty credit risk exposure as we deem appropriate.
|
•
|
We view senior unsecured debt ratings as the key factor in assessing the financial strength and probability of default of a counterparty. Accordingly, as of
December 31, 2014
, we have only entered into interest rate swap transactions with counterparties who have (or whose obligations are guaranteed by an affiliate that has) a senior unsecured debt rating of at least “BBB.” As at
December 31, 2014
, the Goldman Sachs Group (the guarantor of the obligations of Goldman under the Goldman ISDA Agreement) was rated “Baa1” from Moody’s and “A-” from S&P and Crédit Agricole CIB was rated “A2” from Moody’s and “A” from S&P.
|
•
|
We protected the ability to maintain a minimum counterparty rating by negotiating provisions that permit us to terminate the ISDA agreements with our counterparties (and all interest rate swaps thereunder) if the rating of the counterparty (or its guarantor) fell below certain levels.
|
•
|
Our credit exposure to any one interest rate swap counterparty is the amount of uncollateralized NPV (i.e., the amount, if any, that the counterparty would owe us upon termination of the interest rate swap following a default by the counterparty that is unsecured by collateral that has been delivered by the counterparty to us). Under each ISDA agreement, we negotiated a maximum amount of unsecured credit risk (uncollateralized NPV) that we can be exposed to before the counterparty is required to post collateral to us. Such amount is called the Minimum Transfer Amount (“MTA”). If an Event of Default or certain other events (such as the downgrade event discussed above, a merger or other combination of the counterparty as a result of which the counterparty is materially weaker, or a change in law) has occurred and is continuing with respect to a counterparty, the MTA with respect to such party becomes zero, and the counterparty is required to post collateral for all amounts due to us.
|
•
|
The movement in the NPV of each interest rate swap is measured on a daily basis and settled on a daily basis if the amount required to be transferred to us is greater than the respective MTA of the ISDA agreement. Collateral required to be posted to us is required to be delivered to a collateral account held by our custodian. Therefore, our exposure to a counterparty’s credit risk is recalibrated on a daily basis. The permitted collateral that can be posted between the parties is cash and U.S. Treasuries of various maturities, but not exceeding 10 years. Valuation of the posted collateral is based on the closing market price of the posted Treasury from Bloomberg and applies a valuation percentage by type of security.
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
(1)
|
In respect of performance shares, this column includes (i)
120,943
performance shares that have been earned based on applicable performance testing prior to
December 31, 2014
and (ii)
642,017
performance shares that are subject to performance testing after
December 31, 2014
, which we have assumed will vest at 100.0% of target performance (the actual number of performance shares earned can range from 0.0% to 200.0% of target based on applicable performance testing).
|
(2)
|
The weighted average exercise price calculation includes option exercise prices between $21.96 and $27.28 plus outstanding restricted share units and performance shares which have a $Nil exercise price. The weighted average exercise price of outstanding options (i.e., excluding outstanding restricted share units and performance shares) is $24.85.
|
(3)
|
The number of ordinary shares that may be issued under the 2013 Share Incentive Plan will be reduced by (i) the gross number of ordinary shares for which options or ordinary share appreciation rights are exercised, regardless of whether any of the ordinary shares underlying such awards are not actually issued to the participant as a result of a net settlement, and (ii) any ordinary shares withheld to satisfy any tax withholding obligation with respect to any award. In addition, the
|
(4)
|
Includes
694,652
ordinary shares authorized and remaining available for issuance under the 2008 Employee Purchase Plans as of
December 31, 2014
. Of these,
42,850
ordinary shares under the 2008 Employee Purchase Plans were subject to purchase rights as of
December 31, 2014
.
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Certificate of Incorporation and Memorandum of Association (incorporated herein by reference to exhibit 3.1 to the Company’s 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
|
|
|
|
3.2
|
|
Amendments to the Memorandum of Association (incorporated by reference to exhibit 3.2 of the Company’s Current Report on Form 8-K filed on May 4, 2009)
|
|
|
|
3.3
|
|
Amended and Restated Bye-laws (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 4, 2009)
|
|
|
|
4.1
|
|
Specimen Ordinary Share Certificate (incorporated herein by reference to exhibit 4.1 to the Company’s 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 Company’s Current Report on Form 8-K filed on September 30, 2005)
|
|
|
|
4.3
|
|
Indenture, dated August 16, 2005, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.3 to the Company’s 2004 Registration Statement on Form F-1 (Registration No. 333-119-314))
|
|
|
|
4.4
|
|
First Supplemental Indenture, dated as of August 16, 2004, by and between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.4 to the Company’s 2004 Registration Statement on Form F-1 (Registration No. 333-119-314))
|
|
|
|
4.5
|
|
Second Supplemental Indenture, dated December 10, 2010, between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 10, 2010).
|
|
|
|
4.6
|
|
Third Supplemental Indenture, dated November 13, 2013, between the Company, as issuer, and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 13, 2013).
|
|
|
|
4.7
|
|
Certificate of Designations of the Company’s 5.625% Perpetual PIERS, dated December 12, 2005 (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2005).
|
|
|
|
4.8
|
|
Specimen Certificate for the Company’s 5.625% Perpetual PIERS (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2005).
|
|
|
|
4.9
|
|
Certificate of Designations of the Company’s Preference Shares, dated December 12, 2005 (incorporated herein by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 13, 2005)
|
|
|
|
4.10
|
|
Specimen Certificate for the Company’s Preference Shares (incorporated herein by reference to the form of which is in exhibit 4.3 to the Company’s Current Report on Form 8-K filed on December 13, 2005)
|
|
|
|
4.11
|
|
Form of Certificate of Designations of the Company’s 7.401% Perpetual Preference Shares, dated November 15, 2006 (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K filed on
November 15, 2006)
|
|
|
|
4.12
|
|
Specimen Certificate for the Company’s 7.401% Perpetual Preference Shares, (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 15, 2006)
|
|
|
|
4.13
|
|
Form of Certificate of Designations of the Company’s 7.250% Perpetual Preference Shares, dated November 15, 2006 (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 11, 2012)
|
|
|
|
4.14
|
|
Specimen Certificate for the Company’s 7.250% Perpetual Preference Shares, (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 11, 2012)
|
|
|
|
4.15
|
|
Form of Certificate of Designations of the Company’s 5.95% Perpetual Non-Cumulative Preference Shares, dated May 2, 2013 (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013)
|
|
|
|
4.16
|
|
Specimen Certificate for the Company’s 5.95% Perpetual Non-Cumulative Preference Shares (incorporated herein by reference to the form of which is in exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 2, 2013)
|
|
|
|
4.17
|
|
Form of Replacement Capital Covenant, dated November 15, 2006 (incorporated herein by reference to exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 15, 2006)
|
|
|
|
4.18
|
|
Rights Agreement, dated as of April 17, 2014, between the Company and Computershare Inc., which includes the form of Certificate of Designations as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preference Shares as Exhibit C (incorporated herein by reference to exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on April 17, 2014)
|
|
|
|
4.19
|
|
Form 8-A, dated April 17, 2014, relating to the preferred share purchase rights attached to each of the Company’s outstanding ordinary shares (incorporated herein by reference to the Form 8-A filed on April 17, 2014)
|
|
|
|
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 Company’s 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 Company’s 2003 Registration Statement on Form F-1 (Registration No. 333-110435))
|
|
|
|
10.3
|
|
Service Agreement, dated September 24, 2004, among Christopher O’Kane, Aspen Insurance UK Services Limited and the Company (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 24, 2004)*
|
|
|
|
10.4
|
|
Amendment Agreement, dated October 28, 2014, between Christoper O’Kane, Aspen Insurance UK Services Limited and the Company (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2014)*
|
|
|
|
10.5
|
|
Change of Control Employment Agreement, dated February 23, 2015, among Christopher O’Kane, Aspen Insurance UK Services Limited and the Company (Addendum to Service Agreement) filed with this report*
|
|
|
|
10.6
|
|
Employment Agreement, effective November 1, 2012, between John Worth and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 11, 2012)*
|
|
|
|
10.7
|
|
Settlement Agreement, dated January 14, 2015, between John Worth and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 16, 2015)*
|
|
|
|
10.8
|
|
Service Agreement dated March 10, 2005, between James Few and Aspen Bermuda Limited (formerly Aspen Insurance Limited) (incorporated herein by reference to exhibit 10.20 to the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2004, filed on March 14, 2005)*
|
|
|
|
10.9
|
|
Severance Agreement, dated October 20, 2014, between James Few and Aspen Bermuda Limited (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 21, 2014)*
|
|
|
|
10.10
|
|
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 Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2005, filed on March 6, 2006)*
|
|
|
|
10.11
|
|
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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 29,
2008)*
|
|
|
|
10.12
|
|
Amendment to Brian Boornazian’s Employment Agreement, dated October 28, 2008 (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2008), as further amended, dated December 31, 2008, (incorporated herein by reference to exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on February 26, 2009)*
|
|
|
|
10.13
|
|
Amendment No. 2 to Brian Boornazian’s Employment Agreement, dated February 11, 2010 (incorporated herein by reference to exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 26, 2010)*
|
|
|
|
10.14
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Brian Boornazian and Aspen Insurance U.S. Services Inc (Addendum to Employment Agreement) filed with this report*
|
|
|
|
10.15
|
|
Employment Agreement, dated February 25, 2011, between Mario Vitale and Aspen Insurance U.S. Services Inc., incorporated herein by reference to exhibit 10.6 to the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 2011 filed on February 28, 2012)*
|
|
|
|
10.16
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Mario Vitale and Aspen Insurance U.S. Services Inc (Addendum to Employment Agreement) filed with this report*
|
|
|
|
10.17
|
|
Service Agreement, dated May 19, 2014, between Scott Kirk and Aspen Insurance UK Services Limited, filed with this report*
|
|
|
|
10.18
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Scott Kirk and Aspen Insurance U.K. Services Limited (Addendum to Services Agreement) filed with this report*
|
|
|
|
10.19
|
|
Amended and Restated Service Agreement, dated January 1, 2011, between Rupert Villers and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 28, 2012)*
|
|
|
|
10.20
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Rupert Villers and Aspen Insurance UK Services Limited (Addendum to Amended and Restated Service Agreement) filed with this report*
|
10.21
|
|
Appointment Letter, dated April 19, 2007, between Glyn Jones and the Company (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for three months ended March 31, 2007, filed on May 9, 2007)*
|
|
|
|
10.22
|
|
Appointment Letter, dated May 6, 2010 between Glyn Jones and the Company (incorporated herein by reference to exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for three months ended March 31, 2010, filed on May 7, 2010)*
|
|
|
|
10.23
|
|
John Worth’s Restricted Share Unit Award Agreement, effective November 1, 2012 (incorporated herein by reference to exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on February 26, 2013)*
|
|
|
|
10.24
|
|
Supplemental Employment Retirement Plan for Mario Vitale, effective January 1, 2012 (incorporated herein by reference to exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed on February 26, 2013)*
|
|
|
|
10.25
|
|
Aspen Insurance Holdings Limited 2003 Share Incentive Plan, as amended, dated February 6, 2008 (incorporated herein by reference to exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed on February 29, 2008)*
|
|
|
|
10.26
|
|
Amendment to the Aspen Insurance Holdings Limited Amended 2003 Share Incentive Plan (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008, filed on November 10, 2008)*
|
|
|
|
10.27
|
|
Aspen Insurance Holdings Limited 2013 Share Incentive Plan (incorporated herein by reference to exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 20, 2014)*
|
|
|
|
10.28
|
|
2006 Option Plan for Non-Employee Directors (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 26, 2006)*
|
|
|
|
10.29
|
|
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 Company’s Current Report on Form 8-K filed on May 7, 2007)*
|
|
|
|
10.30
|
|
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 Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008, filed on November 10, 2008)*
|
|
|
|
10.31
|
|
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 Company’s Current Report on Form 8-K filed on May 5, 2008)*
|
|
|
|
10.32
|
|
Aspen Insurance Holdings Limited Revised 2008 Sharesave Scheme (incorporated herein by reference to exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed on May 7, 2010)*
|
|
|
|
10.33
|
|
Amended 2008 Sharesave Scheme (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014, filed on November 7, 2014)*
|
|
|
|
10.34
|
|
Amendment to the Forms of Performance Share Award Agreements relating to grants in 2007, 2008 and 2009 under the 2003 Share Incentive Plan (incorporated herein by reference to exhibit 10.51 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on February 26, 2010)*
|
|
|
|
10.35
|
|
Form of 2010 Performance Share Agreement (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed on May 7, 2010)*
|
|
|
|
10.36
|
|
Form of 2011 Performance Share Award Agreement (incorporated herein by reference to exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on February 28,
2012)*
|
|
|
|
10.37
|
|
Form of 2012 Performance Share Award Agreement (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012, filed on May 7, 2012)*
|
|
|
|
10.38
|
|
Form of 2013 Performance Share Award Agreement (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013, filed on April 29, 2013)*
|
|
|
|
10.39
|
|
Form of 2014 Performance Share Award Agreement (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2014, filed on August 5, 2014)*
|
|
|
|
10.40
|
|
Form of Non-Employee Director Nonqualified Share Option Agreement (incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 26, 2006)*
|
|
|
|
10.41
|
|
Form of Non-Employee Director Restricted Share Unit Award Agreement (incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 7, 2007)*
|
|
|
|
10.42
|
|
Form of 2008 Non-Employee Director Restricted Share Unit Award Agreement (incorporated herein by reference to exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the six months ended September 30, 2008, filed on August 6, 2008
|
|
|
|
10.43
|
|
Form of Restricted Share Unit Award Agreement (incorporated herein by reference to exhibit 10.40 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 26, 2009)
|
|
|
|
10.44
|
|
Amendment to Form of Restricted Share Unit Award Agreement (U.S. version) (incorporated herein by reference to exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008, filed on November 10, 2008)
|
|
|
|
10.45
|
|
Amendment to Form of Restricted Share Unit Award Agreement (U.S. employees employed outside the U.S.) (incorporated by reference to exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2008, filed on November 10, 2008)*
|
|
|
|
10.46
|
|
Form of Restricted Share Unit Award Agreement made as part of the annual incentive grant (U.S. recipients) (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012, filed on May 7, 2012)*
|
|
|
|
10.47
|
|
Form of Restricted Share Unit Award Agreement made as part of the annual incentive grant (non-U.S. recipients) (incorporated herein by reference to exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2012, filed on May 7, 2012)*
|
|
|
|
10.48
|
|
Aspen Insurance U.S. Services Inc. Nonqualifed Deferred Compensation Plan (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014, filed on May 1, 2014)*
|
|
|
|
10.49
|
|
Amended and Restated Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014, filed on November 7, 2014)*
|
|
|
|
10.50
|
|
Master Confirmation, dated September 28 2007, between the Company and Goldman, Sachs & Co relating to the accelerated share repurchase (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2007 filed on November 8, 2007)**
|
|
|
|
10.51
|
|
Supplemental Confirmation, dated as of February 26, 2013, between the Company and Goldman, Sachs & Co relating to the accelerated share repurchase (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report for the three months ended March 31, 2013 filed on April 29, 2013)**
|
|
|
|
10.52
|
|
Credit Agreement, dated as of July 30, 2010, among the Company, various lenders and Barclays Bank PLC, as administrative agent (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 4, 2010)
|
|
|
|
10.53
|
|
Amended and Restated Credit Agreement, dated as of June 12, 2013, among the Company, various lenders and Barclays Bank plc, as administrative agent (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 2, 2013)
|
|
|
|
10.54
|
|
First Amendment to Amended and Restated Credit Agreement, dated December 12, 2014, among the Company, various subsidiaries thereof, various lenders and Barclays Bank plc, as administrative agent (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 15, 2014)
|
|
|
|
10.55
|
|
Committed Letter of Credit Facility, dated October 11, 2006, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Ireland Financial Services plc. (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.56
|
|
Insurance Letters of Credit - Master Agreement, dated December 15, 2003, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Ireland Financial Services plc. (incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.57
|
|
Pledge Agreement, dated January 17, 2006, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank, N.A. (incorporated herein by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.58
|
|
Side Letter relating to the Pledge Agreement, dated January 27, 2006, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank, N.A. (incorporated herein by reference to exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.59
|
|
Assignment Agreement, dated October 11, 2006, among Aspen Bermuda Limited (formerly known as 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 Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.60
|
|
Letter Agreement, dated October 11, 2006, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Ireland Financial Services plc. (incorporated herein by reference to exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on October 13, 2006)
|
|
|
|
10.61
|
|
Amendment to Committed Letter of Credit Facility, dated October 29, 2008, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Europe plc (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 4, 2008)
|
|
|
|
10.62
|
|
Amendment to Pledge Agreement, dated October 29, 2008, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Europe plc (incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 4, 2008)
|
|
|
|
10.63
|
|
Letter of Credit, dated April 29, 2009, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Europe plc (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 4, 2009)
|
|
|
|
10.64
|
|
Letter of Credit, dated August 12, 2011, between Aspen Bermuda Limited (formerly known Aspen Insurance Limited) and Citibank Europe plc, (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 15, 2011)
|
|
|
|
10.65
|
|
Letter of Credit, dated July 30, 2012, between Aspen Bermuda Limited and Citibank Europe plc (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 31, 2012)
|
|
|
|
10.66
|
|
Amendment to Pledge Agreement, dated August 12, 2011, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited) and Citibank Europe plc (incorporated herein by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 15, 2011)
|
|
|
|
10.67
|
|
Letter of Credit Facility, dated June 30, 2014, between Aspen Bermuda Limited and Citibank Europe plc (incorporated herein by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 3, 2014)
|
|
|
|
10.68
|
|
Pledge Agreement Amendment, dated June 30, 2014, between Aspen Bermuda Limited and Citibank Europe plc (incorporated herein by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on July 3, 2014)
|
|
|
|
10.69
|
|
Amended and Restated Pledge Agreement, dated December 18, 2014, between Aspen Bermuda Limited and Citibank Europe plc, as successor by assignment to Citibank, N.A. (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 18, 2014)
|
|
|
|
10.70
|
|
$200,000,000 Facility Agreement, dated October 6, 2009, between Aspen Bermuda Limited (formerly known as Aspen Insurance Limited), Aspen Insurance UK Limited and Barclays Bank PLC (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 7, 2009)
|
|
|
|
10.71
|
|
First Amendment Agreement to Multicurrency Letter of Credit Facility, dated February 28, 2011, among Aspen Bermuda Limited (formerly known as Aspen Insurance Limited), Aspen Insurance UK Limited and Barclays Bank PLC (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2011)
|
|
|
|
10.72
|
|
Amendment Letter to Multicurrency Letter of Credit Facility, dated February 1, 2013, among Aspen Bermuda Limited (formerly known as Aspen Insurance Limited), Aspen Insurance UK Limited and Barclays Bank PLC (incorporated herein by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2013)
|
|
|
|
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 O’Kane, 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
|
|
|
|
31.2
|
|
Officer Certification of Scott Kirk, 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 O’Kane, Chief Executive Officer of Aspen Insurance Holdings Limited, and Scott Kirk, 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
|
|
|
|
101
|
|
The following financial information from Aspen Insurance Holdings Limited’s annual report on Form 10-K for the year ended December 31, 2014 formatted in XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the twelve months ended December 31, 2014, 2013 and 2012; (ii) Consolidated Balance Sheets at December 31, 2014 and December 31, 2013; (iii) Consolidated Statements of Shareholders’ Equity for the twelve months ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2014, 2013 and 2012; and (v) Notes to the Audited Consolidated Financial Statements, tagged as blocks of text and in detail***
|
*
|
This exhibit is a management contract or compensatory plan or arrangement.
|
**
|
Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC.
|
***
|
As provided in Rule 406T of Regulation S-T, this information is “furnished” herewith and not “filed” for the purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Exchange Act. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act unless Aspen Insurance Holdings Limited specifically incorporates it by reference.
|
|
|
|
|
||
|
ASPEN INSURANCE HOLDINGS LIMITED
|
|
|||
|
|
|
|
||
|
By:
|
/s/ Christopher O’Kane
|
|
||
|
|
Name: Christopher O’Kane
|
|
||
|
|
Title: Chief Executive Officer
|
|
Signature
|
|
Title
|
/s/ Glyn Jones
|
|
Chairman and Director
|
Glyn Jones
|
|
|
|
||
/s/ Christopher O’Kane
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Christopher O’Kane
|
|
|
|
|
|
/s/ Scott Kirk
|
|
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
Scott Kirk
|
|
|
|
|
|
/s/ Liaquat Ahamed
|
|
Director
|
Liaquat Ahamed
|
|
|
|
|
|
/s/ Albert Beer
|
|
Director
|
Albert Beer
|
|
|
|
|
|
/s/ Richard Bucknall
|
|
Director
|
Richard Bucknall
|
|
|
|
|
|
/s/ John Cavoores
|
|
Director
|
John Cavoores
|
|
|
|
|
|
/s/ Gary Gregg
|
|
Director
|
Gary Gregg
|
|
|
|
|
|
/s/ Heidi Hutter
|
|
Director
|
Heidi Hutter
|
|
|
|
|
|
/s/ Gordon Ireland
|
|
Director
|
Gordon Ireland
|
|
|
|
|
|
/s/ Peter O’Flinn
|
|
Director
|
Peter O’Flinn
|
|
|
|
|
|
/s/ Bret Pearlman
|
|
Director
|
Bret Pearlman
|
|
|
|
|
|
/s/ Ronald Pressman
|
|
Director
|
Ronald Pressman
|
|
|
|
Page
|
Management’s Report on Internal Control over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Financial Statements for the Twelve Months Ended December 31, 2014, December 31, 2013 and December 2012
|
|
Consolidated Statements of Operations and Comprehensive Income for the Twelve Months Ended December 31, 2014, December 31, 2013 and December 31, 2012
|
|
Consolidated Balance Sheets as at December 31, 2014 and December 31, 2013
|
|
Consolidated Statements of Shareholders’ Equity for the Twelve Months Ended December 31, 2014, December 31, 2013 and December 31, 2012
|
|
Consolidated Statements of Cash Flows for the Twelve Months Ended December 31, 2014, December 31, 2013 and December 31, 2012
|
|
Notes to the Audited Consolidated Financial Statements for the Twelve Months Ended December 31, 2014, December 31, 2013 and December 31, 2012
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Net earned premium
|
|
$
|
2,405.3
|
|
|
$
|
2,171.8
|
|
|
$
|
2,083.5
|
|
Net investment income
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|||
Realized and unrealized investment gains
|
|
46.3
|
|
|
56.9
|
|
|
35.4
|
|
|||
Other income
|
|
4.5
|
|
|
8.2
|
|
|
5.6
|
|
|||
Total revenues
|
|
2,646.4
|
|
|
2,423.3
|
|
|
2,329.4
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
1,307.5
|
|
|
1,223.7
|
|
|
1,238.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
451.2
|
|
|
422.0
|
|
|
381.2
|
|
|||
General, administrative and corporate expenses
|
|
445.7
|
|
|
368.1
|
|
|
345.1
|
|
|||
Interest on long-term debt
|
|
29.5
|
|
|
32.7
|
|
|
30.9
|
|
|||
Change in fair value of derivatives
|
|
15.2
|
|
|
(1.3
|
)
|
|
28.4
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|||
Realized and unrealized investment losses
|
|
14.7
|
|
|
20.5
|
|
|
8.6
|
|
|||
Net realized and unrealized foreign exchange losses/(gains)
|
|
(5.6
|
)
|
|
13.2
|
|
|
(3.4
|
)
|
|||
Other expenses
|
|
1.7
|
|
|
1.7
|
|
|
4.7
|
|
|||
Total expenses
|
|
2,278.5
|
|
|
2,080.6
|
|
|
2,034.0
|
|
|||
Income from operations before income tax
|
|
367.9
|
|
|
342.7
|
|
|
295.4
|
|
|||
Income tax expense
|
|
(12.1
|
)
|
|
(13.4
|
)
|
|
(15.0
|
)
|
|||
Net income
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
|
$
|
280.4
|
|
Proportion due to non-controlling interest
|
|
(0.8
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Net income attributable to Aspen Holdings’ ordinary shareholders
|
|
$
|
355.0
|
|
|
$
|
329.8
|
|
|
$
|
280.6
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
||||||
Available for sale investments:
|
|
|
|
|
|
|
||||||
Reclassification adjustment for net realized losses/(gains) on investments included in net income
|
|
$
|
(7.7
|
)
|
|
$
|
(24.1
|
)
|
|
$
|
2.6
|
|
Change in net unrealized gains/(losses) on available for sale securities held
|
|
45.4
|
|
|
(174.3
|
)
|
|
16.5
|
|
|||
Amortization of loss on derivative contract
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|||
Net change from current period hedged transactions
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||
Change in foreign currency translation adjustment
|
|
(23.8
|
)
|
|
(24.1
|
)
|
|
(11.5
|
)
|
|||
Other comprehensive income, gross of tax
|
|
10.1
|
|
|
(222.0
|
)
|
|
7.8
|
|
|||
Tax thereon:
|
|
|
|
|
|
|
||||||
Reclassification adjustment for net realized losses on investments included in net income
|
|
0.2
|
|
|
0.7
|
|
|
(0.6
|
)
|
|||
Change in net unrealized (gains)/losses on available for sale securities held
|
|
(3.0
|
)
|
|
13.0
|
|
|
(8.7
|
)
|
|||
Change in foreign currency translation adjustment
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|||
Total tax on other comprehensive income
|
|
5.1
|
|
|
13.7
|
|
|
(9.3
|
)
|
|||
Other comprehensive income, net of tax
|
|
15.2
|
|
|
(208.3
|
)
|
|
(1.5
|
)
|
|||
Total comprehensive income attributable to Aspen Holdings’ ordinary shareholders
|
|
$
|
370.2
|
|
|
$
|
121.5
|
|
|
$
|
279.1
|
|
Per Share Data
|
|
|
|
|
|
|
||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
||||||
Basic
|
|
64,536,491
|
|
|
66,872,048
|
|
|
71,095,856
|
|
|||
Diluted
|
|
65,872,949
|
|
|
69,417,903
|
|
|
73,689,423
|
|
|||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
4.92
|
|
|
$
|
4.29
|
|
|
$
|
3.51
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
4.82
|
|
|
$
|
4.14
|
|
|
$
|
3.39
|
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
||||
ASSETS
|
|
|
|
|
||||
Investments:
|
|
|
|
|
||||
Fixed income securities, available for sale at fair value
(amortized cost — $5,462.9 and $5,449.9) |
|
$
|
5,630.0
|
|
|
$
|
5,569.1
|
|
Fixed income securities, trading at fair value
(amortized cost — $760.9 and $712.1)
|
|
771.0
|
|
|
716.2
|
|
||
Equity securities, available for sale at fair value
(cost — $82.6 and $112.2)
|
|
109.9
|
|
|
149.5
|
|
||
Equity securities, trading at fair value
(cost — $585.2 and $281.6)
|
|
616.0
|
|
|
310.9
|
|
||
Short-term investments, available for sale at fair value
(amortized cost — $258.2 and $160.3)
|
|
258.3
|
|
|
160.3
|
|
||
Short-term investments, trading at fair value
(amortized cost — $0.2 and $Nil)
|
|
0.2
|
|
|
—
|
|
||
Catastrophe bonds, trading at fair value (cost — $34.4 and $5.8)
|
|
34.8
|
|
|
5.8
|
|
||
Other investments, equity method
|
|
8.7
|
|
|
48.0
|
|
||
Total investments
|
|
7,428.9
|
|
|
6,959.8
|
|
||
Cash and cash equivalents (including cash within consolidated variable interest entities of $176.7 and $50.0)
|
|
1,178.5
|
|
|
1,293.6
|
|
||
Reinsurance recoverables:
|
|
|
|
|
||||
Unpaid losses
|
|
350.0
|
|
|
332.7
|
|
||
Ceded unearned premiums
|
|
206.8
|
|
|
151.9
|
|
||
Receivables:
|
|
|
|
|
||||
Underwriting premiums
|
|
1,011.7
|
|
|
999.0
|
|
||
Other
|
|
90.2
|
|
|
90.3
|
|
||
Funds withheld
|
|
46.9
|
|
|
46.5
|
|
||
Deferred policy acquisition costs
|
|
299.0
|
|
|
262.2
|
|
||
Derivatives at fair value
|
|
8.0
|
|
|
7.0
|
|
||
Receivable for securities sold
|
|
2.3
|
|
|
5.2
|
|
||
Office properties and equipment
|
|
62.2
|
|
|
60.1
|
|
||
Deferred taxation
|
|
—
|
|
|
1.6
|
|
||
Other assets
|
|
13.6
|
|
|
2.2
|
|
||
Intangible assets
|
|
18.2
|
|
|
18.4
|
|
||
Total assets
|
|
$
|
10,716.3
|
|
|
$
|
10,230.5
|
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||
LIABILITIES
|
|
|
|
|
||||
Insurance reserves
|
|
|
|
|
||||
Losses and loss adjustment expenses
|
|
$
|
4,750.8
|
|
|
$
|
4,678.9
|
|
Unearned premiums
|
|
1,441.8
|
|
|
1,280.6
|
|
||
Total insurance reserves
|
|
6,192.6
|
|
|
5,959.5
|
|
||
Payables
|
|
|
|
|
||||
Reinsurance premiums
|
|
92.0
|
|
|
88.2
|
|
||
Current taxation
|
|
18.3
|
|
|
15.7
|
|
||
Deferred taxation
|
|
3.1
|
|
|
—
|
|
||
Accrued expenses and other payables
|
|
356.9
|
|
|
265.6
|
|
||
Liabilities under derivative contracts
|
|
14.3
|
|
|
2.9
|
|
||
Total payables
|
|
484.6
|
|
|
372.4
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
70.7
|
|
|
50.0
|
|
||
Long-term debt
|
|
549.1
|
|
|
549.0
|
|
||
Total liabilities
|
|
$
|
7,297.0
|
|
|
$
|
6,930.9
|
|
Commitments and contingent liabilities (see Note 20)
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Ordinary shares:
|
|
|
|
|
||||
62,017,368 shares of par value 0.15144558¢ each
(December 31, 2013 — 65,546,976)
|
|
$
|
0.1
|
|
|
0.1
|
|
|
Preference shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2013 — 11,000,000)
|
|
—
|
|
|
—
|
|
||
5,327,500 7.401% shares of par value 0.15144558¢ each
(December 31, 2013 — 5,327,500)
|
|
—
|
|
|
—
|
|
||
6,400,000 7.250% shares of par value 0.15144558¢ each
(December 31, 2013 — 6,400,000)
|
|
—
|
|
|
—
|
|
||
Non-controlling interest
|
|
0.5
|
|
|
(0.3
|
)
|
||
Additional paid-in capital
|
|
1,134.3
|
|
|
1,297.4
|
|
||
Retained earnings
|
|
2,050.1
|
|
|
1,783.3
|
|
||
Accumulated other comprehensive income, net of taxes
|
|
234.3
|
|
|
219.1
|
|
||
Total shareholders’ equity
|
|
3,419.3
|
|
|
3,299.6
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
10,716.3
|
|
|
$
|
10,230.5
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Ordinary shares
|
|
|
|
|
|
|
||||||
Beginning and end of the year
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference shares
|
|
|
|
|
|
|
||||||
Beginning and end of the year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling interest
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
(0.3
|
)
|
|
0.2
|
|
|
0.4
|
|
|||
Net change attributable to non-controlling interest for the year
|
|
0.8
|
|
|
(0.5
|
)
|
|
(0.2
|
)
|
|||
End of the year
|
|
0.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Additional paid-in capital
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
1,297.4
|
|
|
1,516.7
|
|
|
1,385.0
|
|
|||
New ordinary shares issued
|
|
2.7
|
|
|
21.2
|
|
|
22.1
|
|
|||
Ordinary shares repurchased and cancelled
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|
(62.7
|
)
|
|||
Preference shares issued
|
|
—
|
|
|
270.6
|
|
|
154.5
|
|
|||
PIERS redeemed and cancelled
|
|
—
|
|
|
(230.0
|
)
|
|
—
|
|
|||
PIERS redemption
(1)
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|||
Share-based compensation
|
|
15.1
|
|
|
21.4
|
|
|
17.8
|
|
|||
End of the year
|
|
1,134.3
|
|
|
1,297.4
|
|
|
1,516.7
|
|
|||
Retained earnings
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
1,783.3
|
|
|
1,544.0
|
|
|
1,341.6
|
|
|||
Net income for the year
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|||
Dividends on ordinary shares
|
|
(50.3
|
)
|
|
(47.8
|
)
|
|
(47.0
|
)
|
|||
Dividends on preference shares
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|
(31.1
|
)
|
|||
PIERS redemption
(1)
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||
Net profit attributable to non-controlling interest for the year
|
|
(0.8
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Dividends due to non-controlling interest
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
End of the year
(1)
|
|
2,050.1
|
|
|
1,783.3
|
|
|
1,544.0
|
|
|||
Accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
88.6
|
|
|
112.7
|
|
|
124.2
|
|
|||
Change for the year, net of income tax
|
|
(15.9
|
)
|
|
(24.1
|
)
|
|
(11.5
|
)
|
|||
End of the year
|
|
72.7
|
|
|
88.6
|
|
|
112.7
|
|
|||
Deferred loss on derivatives, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
—
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|||
Reclassification to interest on long-term debt
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|||
Net change from current period hedged transactions
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|||
End of the year
|
|
(3.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Unrealized appreciation on available for sale investments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
130.5
|
|
|
315.2
|
|
|
305.4
|
|
|||
Change for the year, net of taxes
|
|
34.9
|
|
|
(184.7
|
)
|
|
9.8
|
|
|||
End of the year
|
|
165.4
|
|
|
130.5
|
|
|
315.2
|
|
|||
Total accumulated other comprehensive income, net of taxes
|
|
234.3
|
|
|
219.1
|
|
|
427.4
|
|
|||
|
|
|
|
|
|
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.3
|
|
|
$
|
3,299.6
|
|
|
$
|
3,488.4
|
|
(1)
|
The
$7.1 million
reclassification from additional paid-in capital to retained earnings is the difference between the capital raised upon issuance of the
5.625%
Perpetual Preferred Income Equity Replacement Securities (“PIERS”), net of the original issuance costs, and the final redemption of the PIERS in the amount of
$230.0 million
.
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
|
$
|
280.4
|
|
Proportion due to non-controlling interest
|
|
(0.8
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
29.6
|
|
|
41.1
|
|
|
38.8
|
|
|||
Share-based compensation
|
|
15.1
|
|
|
21.4
|
|
|
17.8
|
|
|||
Realized and unrealized investment (gains)
|
|
(46.3
|
)
|
|
(56.9
|
)
|
|
(35.4
|
)
|
|||
Realized and unrealized investment losses
|
|
14.7
|
|
|
20.5
|
|
|
8.6
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
18.6
|
|
|
—
|
|
|
—
|
|
|||
Other investments gains/(losses)
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|||
Net realized and unrealized investment foreign exchange losses
|
|
0.8
|
|
|
3.7
|
|
|
1.9
|
|
|||
Loss on derivative contracts
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Insurance reserves:
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
159.3
|
|
|
(82.9
|
)
|
|
211.9
|
|
|||
Unearned premiums
|
|
152.6
|
|
|
158.5
|
|
|
198.3
|
|
|||
Reinsurance recoverables:
|
|
|
|
|
|
|
||||||
Unpaid losses
|
|
(19.3
|
)
|
|
164.1
|
|
|
(70.4
|
)
|
|||
Ceded unearned premiums
|
|
(51.8
|
)
|
|
(29.4
|
)
|
|
(34.0
|
)
|
|||
Other receivables
|
|
(4.5
|
)
|
|
12.4
|
|
|
1.6
|
|
|||
Deferred policy acquisition costs
|
|
(41.5
|
)
|
|
(39.1
|
)
|
|
(37.6
|
)
|
|||
Reinsurance premiums payable
|
|
4.5
|
|
|
(32.8
|
)
|
|
(2.3
|
)
|
|||
Funds withheld
|
|
(0.4
|
)
|
|
37.8
|
|
|
6.4
|
|
|||
Premiums receivable
|
|
(28.5
|
)
|
|
52.1
|
|
|
(165.9
|
)
|
|||
Deferred taxes
|
|
4.7
|
|
|
(19.5
|
)
|
|
(20.8
|
)
|
|||
Income tax payable
|
|
(10.8
|
)
|
|
21.3
|
|
|
18.3
|
|
|||
Accrued expenses and other payable
|
|
51.6
|
|
|
(9.6
|
)
|
|
52.4
|
|
|||
Fair value of derivatives and settlement of liabilities under derivatives
|
|
10.4
|
|
|
(9.2
|
)
|
|
7.7
|
|
|||
Long-term debt
|
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|||
Intangible assets
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Other assets
|
|
(6.3
|
)
|
|
(19.8
|
)
|
|
18.2
|
|
|||
Net cash generated by operating activities
|
|
$
|
607.4
|
|
|
$
|
566.4
|
|
|
$
|
496.4
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows (used in) investing activities:
|
|
|
|
|
|
|
||||||
(Purchases) of fixed income securities — Available for sale
|
|
$
|
(2,005.0
|
)
|
|
$
|
(2,129.8
|
)
|
|
$
|
(1,529.6
|
)
|
(Purchases) of fixed income securities — Trading
|
|
(653.4
|
)
|
|
(763.4
|
)
|
|
(300.8
|
)
|
|||
Proceeds from sales and maturities of fixed income securities — Available for sale
|
|
1,909.5
|
|
|
1,872.3
|
|
|
1,416.5
|
|
|||
Proceeds from sales and maturities of fixed income securities — Trading
|
|
615.9
|
|
|
486.0
|
|
|
257.2
|
|
|||
(Purchases) of equity securities — Available for sale
|
|
—
|
|
|
(2.5
|
)
|
|
(53.1
|
)
|
|||
(Purchases) of equity securities — Trading
|
|
(361.0
|
)
|
|
(304.4
|
)
|
|
—
|
|
|||
Net (purchases) of catastrophe bonds — Trading
|
|
(28.7
|
)
|
|
(5.8
|
)
|
|
—
|
|
|||
Proceeds from sales of equity securities — Available for sale
|
|
40.0
|
|
|
82.2
|
|
|
46.9
|
|
|||
Proceeds from sales of equity securities — Trading
|
|
62.2
|
|
|
24.1
|
|
|
—
|
|
|||
Net (purchases)/sales of short-term investments — Available for sale
|
|
(110.3
|
)
|
|
260.6
|
|
|
(122.7
|
)
|
|||
Net (purchases)/sales of short-term investments — Trading
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in (payable)/receivable for securities sold
|
|
2.8
|
|
|
(0.9
|
)
|
|
1.1
|
|
|||
Investment in Chaspark Maritime Holdings Ltd
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||
Purchase of equipment
|
|
(26.1
|
)
|
|
(16.3
|
)
|
|
(24.0
|
)
|
|||
Net proceeds from other investments
|
|
39.3
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/from investing activities
|
|
(515.0
|
)
|
|
(497.9
|
)
|
|
(317.2
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows (used in)/from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of ordinary shares, net of issuance costs
|
|
2.7
|
|
|
21.2
|
|
|
22.1
|
|
|||
Proceeds from the issuance of preference shares, net of issuance costs
|
|
—
|
|
|
270.6
|
|
|
154.5
|
|
|||
PIERS repurchased and cancelled
|
|
—
|
|
|
(230.0
|
)
|
|
—
|
|
|||
Ordinary shares repurchased
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|
(62.7
|
)
|
|||
Proceeds from long-term debt issuances by Silverton
|
|
70.0
|
|
|
50.0
|
|
|
—
|
|
|||
Dividends paid on ordinary shares
|
|
(50.3
|
)
|
|
(47.8
|
)
|
|
(47.0
|
)
|
|||
Dividends paid on preference shares
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|
(31.1
|
)
|
|||
Dividends paid to non-controlling interest
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Proceeds from note issuances by Aspen Holdings
|
|
—
|
|
|
299.7
|
|
|
—
|
|
|||
Long-term debt redeemed
|
|
—
|
|
|
(250.0
|
)
|
|
—
|
|
|||
Make whole payment
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|||
Net cash (used in)/from financing activities
|
|
(196.4
|
)
|
|
(240.8
|
)
|
|
35.7
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate movements on cash and cash equivalents
|
|
(11.1
|
)
|
|
2.3
|
|
|
9.6
|
|
|||
|
|
|
|
|
|
|
||||||
Increase/(decrease) in cash and cash equivalents
|
|
(115.1
|
)
|
|
(170.0
|
)
|
|
224.5
|
|
|||
Cash and cash equivalents at beginning of period
|
|
1,293.6
|
|
|
1,463.6
|
|
|
1,239.1
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,178.5
|
|
|
$
|
1,293.6
|
|
|
$
|
1,463.6
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Net cash paid/(received) during the period for income tax
|
|
$
|
1.8
|
|
|
$
|
(6.3
|
)
|
|
$
|
11.0
|
|
Cash paid during the period for interest
|
|
$
|
29.0
|
|
|
$
|
35.0
|
|
|
$
|
30.0
|
|
1.
|
History and Organization
|
2.
|
Basis of Presentation and Significant Accounting Policies
|
(a)
|
Use of Estimates
|
(b)
|
Accounting for Insurance and Reinsurance Operations
|
(c)
|
Accounting for Investments, Cash and Cash Equivalents
|
(d)
|
Accounting for Derivative Financial Instruments
|
(e)
|
Intangible Assets
|
(f)
|
Office Properties and Equipment
|
(g)
|
Foreign Currencies Translation
|
(h)
|
Earnings per Ordinary Share
|
(i)
|
Accounting for Income Tax
|
(j)
|
Preference Shares
|
(k)
|
Share-Based Employee Compensation
|
(l)
|
Long-term debt issued by Silverton
|
(m)
|
New Accounting Policies
|
3.
|
Related Party Transactions
|
4.
|
Earnings per Ordinary Share
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
($ in millions, except share and per share amounts)
|
|||||||||||
|
|
|
|
|
|
|
||||||
Net income/(loss)
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
|
$
|
280.4
|
|
Preference share dividends
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|
(31.1
|
)
|
|||
Change in redemption value
(1)
|
|
—
|
|
|
(7.1
|
)
|
|
—
|
|
|||
Net profit attributable to non-controlling interest
|
|
(0.8
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Basic and diluted net income available to ordinary shareholders
|
|
317.2
|
|
|
287.2
|
|
|
249.5
|
|
|||
Ordinary shares:
|
|
|
|
|
|
|
||||||
Basic weighted average ordinary shares
|
|
64,536,491
|
|
|
66,872,048
|
|
|
71,095,856
|
|
|||
Weighted average effect of dilutive securities
|
|
1,336,458
|
|
|
2,545,855
|
|
|
2,593,567
|
|
|||
Total diluted weighted average ordinary shares
|
|
65,872,949
|
|
|
69,417,903
|
|
|
73,689,423
|
|
|||
Earnings per ordinary share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.92
|
|
|
$
|
4.29
|
|
|
$
|
3.51
|
|
Diluted
|
|
$
|
4.82
|
|
|
$
|
4.14
|
|
|
$
|
3.39
|
|
(1)
|
The $
7.1 million
deduction from net income in 2013 is attributable to the reclassification from additional paid-in capital to retained earnings representing the difference between the capital raised upon issuance of the PIERS, net of the original issuance costs, and the final redemption of the PIERS in the amount of $
230.0 million
. For more information, please refer to Note 15, “Capital Structure” of these consolidated financial statements.
|
|
|
Dividend
|
|
Payable on:
|
|
Record Date:
|
||
Ordinary shares
|
|
$
|
0.20
|
|
|
March 9, 2015
|
|
February 20, 2015
|
7.401% Preference Shares
|
|
$
|
0.462563
|
|
|
April 1, 2015
|
|
March 15, 2015
|
7.250% Preference Shares
|
|
$
|
0.4531
|
|
|
April 1, 2015
|
|
March 15, 2015
|
5.95% Preference Shares
|
|
$
|
0.3719
|
|
|
April 1, 2015
|
|
March 15, 2015
|
5.
|
Segment Reporting
|
|
|
Twelve Months Ended December 31, 2014
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,172.8
|
|
|
$
|
1,729.9
|
|
|
$
|
2,902.7
|
|
Net written premiums
|
|
1,124.0
|
|
|
1,391.2
|
|
|
2,515.2
|
|
|||
Gross earned premiums
|
|
1,137.6
|
|
|
1,599.0
|
|
|
2,736.6
|
|
|||
Net earned premiums
|
|
1,088.2
|
|
|
1,317.1
|
|
|
2,405.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
497.8
|
|
|
809.7
|
|
|
1,307.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
200.0
|
|
|
251.2
|
|
|
451.2
|
|
|||
General and administrative expenses
|
|
146.4
|
|
|
205.5
|
|
|
351.9
|
|
|||
Underwriting income
|
|
244.0
|
|
|
50.7
|
|
|
294.7
|
|
|||
Corporate expenses
|
|
|
|
|
|
(93.8
|
)
|
|||||
Net investment income
|
|
|
|
|
|
190.3
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
46.3
|
|
|||||
Realized and unrealized investment (losses)
|
|
|
|
|
|
(14.7
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(18.6
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(15.2
|
)
|
|||||
Interest expense on long term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
5.6
|
|
|||||
Other income
|
|
|
|
|
|
4.5
|
|
|||||
Other expenses
|
|
|
|
|
|
(1.7
|
)
|
|||||
Income before tax
|
|
|
|
|
|
367.9
|
|
|||||
Income tax expense
|
|
|
|
|
|
(12.1
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
355.8
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,493.3
|
|
|
$
|
1,907.5
|
|
|
$
|
4,400.8
|
|
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
45.7
|
%
|
|
61.5
|
%
|
|
54.4
|
%
|
|||
Policy acquisition expense ratio
|
|
18.4
|
|
|
19.1
|
|
|
18.8
|
|
|||
General and administrative expense ratio
(1)
|
|
13.5
|
|
|
15.6
|
|
|
18.5
|
|
|||
Expense ratio
|
|
31.9
|
|
|
34.7
|
|
|
37.3
|
|
|||
Combined ratio
|
|
77.6
|
%
|
|
96.2
|
%
|
|
91.7
|
%
|
(1)
|
The general and administrative expense ratio in the total column includes corporate expenses.
|
|
|
Twelve Months Ended December 31, 2013
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
( $ in millions)
|
||||||||||
Underwriting Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,133.9
|
|
|
$
|
1,512.8
|
|
|
$
|
2,646.7
|
|
Net written premiums
|
|
1,082.0
|
|
|
1,217.7
|
|
|
2,299.7
|
|
|||
Gross earned premiums
|
|
1,126.6
|
|
|
1,366.8
|
|
|
2,493.4
|
|
|||
Net earned premiums
|
|
1,073.0
|
|
|
1,098.8
|
|
|
2,171.8
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
481.7
|
|
|
742.0
|
|
|
1,223.7
|
|
|||
Amortization of deferred policy acquisition costs
|
|
207.2
|
|
|
214.8
|
|
|
422.0
|
|
|||
General and administrative expenses
|
|
131.0
|
|
|
185.9
|
|
|
316.9
|
|
|||
Underwriting income/(loss)
|
|
253.1
|
|
|
(43.9
|
)
|
|
209.2
|
|
|||
Corporate expenses
|
|
|
|
|
|
(51.2
|
)
|
|||||
Net investment income
|
|
|
|
|
|
186.4
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
56.9
|
|
|||||
Realized and unrealized investment (losses)
|
|
|
|
|
|
(20.5
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
1.3
|
|
|||||
Interest expense on long term debt
|
|
|
|
|
|
(32.7
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
(13.2
|
)
|
|||||
Other income
|
|
|
|
|
|
8.2
|
|
|||||
Other expenses
|
|
|
|
|
|
(1.7
|
)
|
|||||
Income before tax
|
|
|
|
|
|
342.7
|
|
|||||
Income tax expense
|
|
|
|
|
|
(13.4
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
329.3
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,646.8
|
|
|
$
|
1,699.4
|
|
|
$
|
4,346.2
|
|
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
44.9
|
%
|
|
67.5
|
%
|
|
56.3
|
%
|
|||
Policy acquisition expense ratio
|
|
19.3
|
|
|
19.5
|
|
|
19.4
|
|
|||
General and administrative expense ratio
(1)
|
|
12.2
|
|
|
16.9
|
|
|
16.9
|
|
|||
Expense ratio
|
|
31.5
|
|
|
36.4
|
|
|
36.3
|
|
|||
Combined ratio
|
|
76.4
|
%
|
|
103.9
|
%
|
|
92.6
|
%
|
(1)
|
The general and administrative expense ratio in the total column includes corporate expenses.
|
|
|
Twelve Months Ended December 31, 2012
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,227.9
|
|
|
$
|
1,355.4
|
|
|
$
|
2,583.3
|
|
Net written premiums
|
|
1,156.9
|
|
|
1,090.0
|
|
|
2,246.9
|
|
|||
Gross earned premiums
|
|
1,208.0
|
|
|
1,177.0
|
|
|
2,385.0
|
|
|||
Net earned premiums
|
|
1,132.4
|
|
|
951.1
|
|
|
2,083.5
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
635.3
|
|
|
603.2
|
|
|
1,238.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
207.8
|
|
|
173.4
|
|
|
381.2
|
|
|||
General and administrative expenses
|
|
123.9
|
|
|
168.2
|
|
|
292.1
|
|
|||
Underwriting income
|
|
165.4
|
|
|
6.3
|
|
|
171.7
|
|
|||
Corporate expenses
|
|
|
|
|
|
(53.0
|
)
|
|||||
Net investment income
|
|
|
|
|
|
204.9
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
35.4
|
|
|||||
Realized and unrealized investment (losses)
|
|
|
|
|
|
(8.6
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(28.4
|
)
|
|||||
Interest expense on long term debt
|
|
|
|
|
|
(30.9
|
)
|
|||||
Net realized and unrealized foreign exchange gains
|
|
|
|
|
|
3.4
|
|
|||||
Other income
|
|
|
|
|
|
5.6
|
|
|||||
Other expenses
|
|
|
|
|
|
(4.7
|
)
|
|||||
Income before tax
|
|
|
|
|
|
295.4
|
|
|||||
Income tax expense
|
|
|
|
|
|
(15.0
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
280.4
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,811.3
|
|
|
$
|
1,469.4
|
|
|
$
|
4,280.7
|
|
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
56.1
|
%
|
|
63.4
|
%
|
|
59.4
|
%
|
|||
Policy acquisition expense ratio
|
|
18.4
|
|
|
18.2
|
|
|
18.3
|
|
|||
General and administrative expense ratio
(1)
|
|
10.9
|
|
|
17.7
|
|
|
16.6
|
|
|||
Expense ratio
|
|
29.3
|
|
|
35.9
|
|
|
34.9
|
|
|||
Combined ratio
|
|
85.4
|
%
|
|
99.3
|
%
|
|
94.3
|
%
|
(1)
|
The general and administrative expense ratio in the total column includes corporate expenses.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Australia/Asia
|
|
$
|
130.1
|
|
|
$
|
108.4
|
|
|
$
|
139.3
|
|
Caribbean
|
|
19.7
|
|
|
14.4
|
|
|
12.2
|
|
|||
Europe
|
|
113.9
|
|
|
112.2
|
|
|
113.0
|
|
|||
United Kingdom
|
|
209.3
|
|
|
166.4
|
|
|
168.6
|
|
|||
United States & Canada
(1)
|
|
1,357.3
|
|
|
1,179.6
|
|
|
1,106.9
|
|
|||
Worldwide excluding United States
(2)
|
|
116.2
|
|
|
145.7
|
|
|
151.7
|
|
|||
Worldwide including United States
(3)
|
|
851.8
|
|
|
827.4
|
|
|
810.8
|
|
|||
Others
|
|
104.4
|
|
|
92.6
|
|
|
80.8
|
|
|||
Total
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
(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.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Fixed income securities — Available for sale
|
|
$
|
151.1
|
|
|
$
|
155.6
|
|
|
$
|
181.3
|
|
Fixed income securities — Trading
|
|
26.7
|
|
|
20.3
|
|
|
16.5
|
|
|||
Short-term investments — Available for sale
|
|
1.4
|
|
|
2.1
|
|
|
3.1
|
|
|||
Fixed term deposits (included in cash and cash equivalents)
|
|
3.3
|
|
|
5.3
|
|
|
6.5
|
|
|||
Equity securities — Available for sale
|
|
4.1
|
|
|
5.6
|
|
|
6.2
|
|
|||
Equity securities — Trading
|
|
13.0
|
|
|
7.0
|
|
|
—
|
|
|||
Catastrophe bonds — Trading
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
200.9
|
|
|
195.9
|
|
|
213.6
|
|
|||
Investment expenses
|
|
(10.6
|
)
|
|
(9.5
|
)
|
|
(8.7
|
)
|
|||
Net investment income
|
|
$
|
190.3
|
|
|
$
|
186.4
|
|
|
$
|
204.9
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
10.3
|
|
|
$
|
18.2
|
|
|
$
|
7.6
|
|
Fixed income securities — gross realized (losses)
|
|
(5.9
|
)
|
|
(7.4
|
)
|
|
(0.4
|
)
|
|||
Equity securities — gross realized gains
|
|
12.9
|
|
|
18.0
|
|
|
4.3
|
|
|||
Equity securities — gross realized (losses)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
(4.9
|
)
|
|||
Total other-than-temporary impairments
|
|
(2.4
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
7.3
|
|
|
9.5
|
|
|
9.8
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|
(0.3
|
)
|
|||
Equity securities — gross realized gains
|
|
7.8
|
|
|
2.1
|
|
|
—
|
|
|||
Equity securities — gross realized (losses)
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Catastrophe bonds — trading
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|||
Net change in gross unrealized gains
|
|
7.6
|
|
|
6.1
|
|
|
10.5
|
|
|||
Other investments:
|
|
|
|
|
|
|
||||||
Gross realized and unrealized gains in Cartesian
|
|
—
|
|
|
3.0
|
|
|
3.2
|
|
|||
Other realized losses
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
31.6
|
|
|
$
|
36.4
|
|
|
$
|
26.8
|
|
|
|
|
|
|
|
|
||||||
Change in available for sale net unrealized gains/(losses):
|
|
|
|
|
|
|
||||||
Fixed income securities
|
|
47.7
|
|
|
(209.6
|
)
|
|
2.7
|
|
|||
Equity securities
|
|
(10.0
|
)
|
|
11.2
|
|
|
16.4
|
|
|||
Total change in pre-tax available for sale unrealized gains/(losses)
|
|
37.7
|
|
|
(198.4
|
)
|
|
19.1
|
|
|||
Change in taxes
|
|
(2.8
|
)
|
|
13.7
|
|
|
(9.3
|
)
|
|||
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income
|
|
$
|
34.9
|
|
|
$
|
(184.7
|
)
|
|
$
|
9.8
|
|
|
|
As at December 31, 2014
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
1,074.2
|
|
|
$
|
21.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
1,094.4
|
|
U.S. agency
|
|
190.0
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
197.4
|
|
||||
Municipal
|
|
29.1
|
|
|
2.4
|
|
|
—
|
|
|
31.5
|
|
||||
Corporate
|
|
2,244.7
|
|
|
79.9
|
|
|
(5.2
|
)
|
|
2,319.4
|
|
||||
Non-U.S. government-backed corporate
|
|
76.8
|
|
|
1.2
|
|
|
—
|
|
|
78.0
|
|
||||
Foreign government
|
|
648.6
|
|
|
17.3
|
|
|
(0.2
|
)
|
|
665.7
|
|
||||
Asset-backed
|
|
141.3
|
|
|
2.4
|
|
|
(0.2
|
)
|
|
143.5
|
|
||||
Non-agency commercial mortgage-backed
|
|
41.5
|
|
|
3.3
|
|
|
—
|
|
|
44.8
|
|
||||
Agency mortgage-backed
|
|
1,016.7
|
|
|
40.8
|
|
|
(2.2
|
)
|
|
1,055.3
|
|
||||
Total fixed income securities — Available for sale
|
|
5,462.9
|
|
|
176.3
|
|
|
(9.2
|
)
|
|
5,630.0
|
|
||||
Total short-term investments — Available for sale
|
|
258.2
|
|
|
0.1
|
|
|
—
|
|
|
258.3
|
|
||||
Total equity securities — Available for sale
|
|
82.6
|
|
|
27.3
|
|
|
—
|
|
|
109.9
|
|
||||
Total
|
|
$
|
5,803.7
|
|
|
$
|
203.7
|
|
|
$
|
(9.2
|
)
|
|
$
|
5,998.2
|
|
|
|
As at December 31, 2013
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
1,004.7
|
|
|
$
|
21.2
|
|
|
$
|
(5.5
|
)
|
|
$
|
1,020.4
|
|
U.S. agency
|
|
258.5
|
|
|
11.4
|
|
|
(0.8
|
)
|
|
269.1
|
|
||||
Municipal
|
|
32.3
|
|
|
0.9
|
|
|
(0.4
|
)
|
|
32.8
|
|
||||
Corporate
|
|
2,005.6
|
|
|
82.5
|
|
|
(18.7
|
)
|
|
2,069.4
|
|
||||
Non-U.S. government-backed corporate
|
|
83.4
|
|
|
1.4
|
|
|
(0.2
|
)
|
|
84.6
|
|
||||
Foreign government
|
|
772.0
|
|
|
11.2
|
|
|
(4.3
|
)
|
|
778.9
|
|
||||
Asset-backed
|
|
119.8
|
|
|
2.8
|
|
|
(0.3
|
)
|
|
122.3
|
|
||||
Non-agency commercial mortgage-backed
|
|
56.9
|
|
|
5.7
|
|
|
—
|
|
|
62.6
|
|
||||
Agency mortgage-backed
|
|
1,116.7
|
|
|
30.6
|
|
|
(18.3
|
)
|
|
1,129.0
|
|
||||
Total fixed income securities — Available for sale
|
|
5,449.9
|
|
|
167.7
|
|
|
(48.5
|
)
|
|
5,569.1
|
|
||||
Total short-term investments — Available for sale
|
|
160.3
|
|
|
—
|
|
|
—
|
|
|
160.3
|
|
||||
Total equity securities — Available for sale
|
|
112.2
|
|
|
37.8
|
|
|
(0.5
|
)
|
|
149.5
|
|
||||
Total
|
|
$
|
5,722.4
|
|
|
$
|
205.5
|
|
|
$
|
(49.0
|
)
|
|
$
|
5,878.9
|
|
|
|
As at December 31, 2014
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. agency
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Municipal
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
|
520.9
|
|
|
11.7
|
|
|
(2.8
|
)
|
|
529.8
|
|
||||
Foreign government
|
|
137.3
|
|
|
4.3
|
|
|
(1.5
|
)
|
|
140.1
|
|
||||
Asset-backed
|
|
14.6
|
|
|
0.1
|
|
|
—
|
|
|
14.7
|
|
||||
Bank loans
|
|
86.8
|
|
|
—
|
|
|
(1.7
|
)
|
|
85.1
|
|
||||
Total fixed income securities — Trading
|
|
760.9
|
|
|
16.1
|
|
|
(6.0
|
)
|
|
771.0
|
|
||||
Total short-term investments — Trading
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Total equity securities — Trading
|
|
585.2
|
|
|
55.5
|
|
|
(24.7
|
)
|
|
616.0
|
|
||||
Total catastrophe bonds — Trading
|
|
34.4
|
|
|
0.4
|
|
|
—
|
|
|
34.8
|
|
||||
Total
|
|
$
|
1,380.7
|
|
|
$
|
72.0
|
|
|
$
|
(30.7
|
)
|
|
$
|
1,422.0
|
|
|
|
As at December 31, 2013
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
22.7
|
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
22.0
|
|
U.S. agency
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Municipal
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
|
469.8
|
|
|
10.3
|
|
|
(5.3
|
)
|
|
474.8
|
|
||||
Foreign government
|
|
136.5
|
|
|
1.2
|
|
|
(1.5
|
)
|
|
136.2
|
|
||||
Asset-backed
|
|
12.7
|
|
|
0.1
|
|
|
—
|
|
|
12.8
|
|
||||
Bank loans
|
|
69.1
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
69.1
|
|
||||
Total fixed income securities — Trading
|
|
712.1
|
|
|
11.9
|
|
|
(7.8
|
)
|
|
716.2
|
|
||||
Total equity securities — Trading
|
|
281.6
|
|
|
34.0
|
|
|
(4.7
|
)
|
|
310.9
|
|
||||
Total catastrophe bonds — Trading
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Total
|
|
$
|
999.5
|
|
|
$
|
45.9
|
|
|
$
|
(12.5
|
)
|
|
$
|
1,032.9
|
|
|
|
Cartesian
|
|
Chaspark
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Opening undistributed value of investment as at January 1, 2014
|
|
$
|
39.3
|
|
|
$
|
8.7
|
|
|
$
|
48.0
|
|
Distribution for the twelve months to December 31, 2014
|
|
(39.3
|
)
|
|
—
|
|
|
(39.3
|
)
|
|||
Closing value of investment as at December 31, 2014
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
8.7
|
|
|
|
|
|
|
|
|
||||||
Opening undistributed value of investment as at January 1, 2013
|
|
$
|
36.3
|
|
|
$
|
8.7
|
|
|
$
|
45.0
|
|
Unrealized gain for the twelve months to December 31, 2013
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|||
Closing value of investment as at December 31, 2013
|
|
$
|
39.3
|
|
|
$
|
8.7
|
|
|
$
|
48.0
|
|
|
|
As at December 31, 2014
|
||||||||
|
|
Amortized
Cost or Cost
|
|
Fair Market
Value
|
|
Average
S&P Ratings by
Maturity
|
||||
|
|
($ in millions)
|
||||||||
Due one year or less
|
|
$
|
590.2
|
|
|
$
|
594.7
|
|
|
AA
|
Due after one year through five years
|
|
2,552.0
|
|
|
2,620.8
|
|
|
AA-
|
||
Due after five years through ten years
|
|
1,023.5
|
|
|
1,059.9
|
|
|
A+
|
||
Due after ten years
|
|
97.7
|
|
|
111.0
|
|
|
A+
|
||
Subtotal
|
|
4,263.4
|
|
|
4,386.4
|
|
|
|
||
Non-agency commercial mortgage-backed
|
|
41.5
|
|
|
44.8
|
|
|
AA+
|
||
Agency mortgage-backed
|
|
1,016.7
|
|
|
1,055.3
|
|
|
AA+
|
||
Asset-backed
|
|
141.3
|
|
|
143.5
|
|
|
AAA
|
||
Total fixed income securities — Available for sale
|
|
$
|
5,462.9
|
|
|
$
|
5,630.0
|
|
|
|
|
|
At December 31, 2013
|
||||||||
|
|
Amortized
Cost or Cost
|
|
Fair Market
Value
|
|
Average
S&P Ratings by
Maturity
|
||||
|
|
($ in millions)
|
||||||||
Due one year or less
|
|
$
|
694.8
|
|
|
$
|
700.0
|
|
|
AA
|
Due after one year through five years
|
|
2,376.1
|
|
|
2,438.0
|
|
|
AA-
|
||
Due after five years through ten years
|
|
1,003.9
|
|
|
1,032.8
|
|
|
A+
|
||
Due after ten years
|
|
81.7
|
|
|
84.4
|
|
|
AA-
|
||
Subtotal
|
|
4,156.5
|
|
|
4,255.2
|
|
|
|
||
Non-agency commercial mortgage-backed
|
|
56.9
|
|
|
62.6
|
|
|
AA+
|
||
Agency mortgage-backed
|
|
1,116.7
|
|
|
1,129.0
|
|
|
AA+
|
||
Asset-backed
|
|
119.8
|
|
|
122.3
|
|
|
AAA
|
||
Total fixed income securities — Available for sale
|
|
$
|
5,449.9
|
|
|
$
|
5,569.1
|
|
|
|
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
|
0-12 months
|
|
Over 12 months
|
|
Total
|
||||||||||||||||||||
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Number of
Securities
|
||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||
U.S. government
|
|
$
|
166.1
|
|
|
$
|
(0.5
|
)
|
|
$
|
79.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
245.5
|
|
|
$
|
(1.3
|
)
|
|
39
|
U.S. agency
|
|
25.1
|
|
|
—
|
|
|
4.9
|
|
|
(0.1
|
)
|
|
30.0
|
|
|
(0.1
|
)
|
|
7
|
||||||
Municipal
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0
|
||||||
Corporate
|
|
459.4
|
|
|
(2.1
|
)
|
|
171.3
|
|
|
(3.1
|
)
|
|
630.7
|
|
|
(5.2
|
)
|
|
274
|
||||||
Non-U.S. government-backed corporate
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
1
|
||||||
Foreign government
|
|
30.4
|
|
|
—
|
|
|
44.2
|
|
|
(0.2
|
)
|
|
74.6
|
|
|
(0.2
|
)
|
|
16
|
||||||
Asset-backed
|
|
43.7
|
|
|
(0.1
|
)
|
|
11.7
|
|
|
(0.1
|
)
|
|
55.4
|
|
|
(0.2
|
)
|
|
43
|
||||||
Agency mortgage-backed
|
|
64.7
|
|
|
(0.3
|
)
|
|
111.7
|
|
|
(1.9
|
)
|
|
176.4
|
|
|
(2.2
|
)
|
|
48
|
||||||
Total fixed income securities — Available for sale
|
|
790.1
|
|
|
(3.0
|
)
|
|
423.2
|
|
|
(6.2
|
)
|
|
1,213.3
|
|
|
(9.2
|
)
|
|
428
|
||||||
Total short-term investments — Available for sale
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
3
|
||||||
Total
|
|
$
|
794.7
|
|
|
$
|
(3.0
|
)
|
|
$
|
423.2
|
|
|
$
|
(6.2
|
)
|
|
$
|
1,217.9
|
|
|
$
|
(9.2
|
)
|
|
431
|
|
|
December 31, 2013
|
||||||||||||||||||||||||
|
|
0-12 months
|
|
Over 12 months
|
|
Total
|
||||||||||||||||||||
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Market
Value
|
|
Gross
Unrealized
Losses
|
|
Number of
Securities
|
||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||
U.S. government
|
|
$
|
293.9
|
|
|
$
|
(5.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
293.9
|
|
|
$
|
(5.5
|
)
|
|
51
|
U.S. agency
|
|
72.1
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
72.1
|
|
|
(0.8
|
)
|
|
18
|
||||||
Municipal
|
|
5.5
|
|
|
(0.2
|
)
|
|
1.3
|
|
|
(0.2
|
)
|
|
6.8
|
|
|
(0.4
|
)
|
|
7
|
||||||
Corporate
|
|
695.4
|
|
|
(16.8
|
)
|
|
23.4
|
|
|
(1.9
|
)
|
|
718.8
|
|
|
(18.7
|
)
|
|
372
|
||||||
Non-U.S. government-backed corporate
|
|
21.8
|
|
|
(0.2
|
)
|
|
4.9
|
|
|
—
|
|
|
26.7
|
|
|
(0.2
|
)
|
|
8
|
||||||
Foreign government
|
|
239.7
|
|
|
(4.1
|
)
|
|
8.5
|
|
|
(0.2
|
)
|
|
248.2
|
|
|
(4.3
|
)
|
|
44
|
||||||
Asset-backed
|
|
50.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
50.2
|
|
|
(0.3
|
)
|
|
51
|
||||||
Agency mortgage-backed
|
|
491.8
|
|
|
(18.3
|
)
|
|
1.2
|
|
|
—
|
|
|
493.0
|
|
|
(18.3
|
)
|
|
123
|
||||||
Total fixed income securities — Available for sale
|
|
1,870.4
|
|
|
(46.2
|
)
|
|
39.3
|
|
|
(2.3
|
)
|
|
1,909.7
|
|
|
(48.5
|
)
|
|
674
|
||||||
Total short-term investments — Available for sale
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
6
|
||||||
Total equity securities — Available for sale
|
|
6.0
|
|
|
(0.4
|
)
|
|
2.3
|
|
|
(0.1
|
)
|
|
8.3
|
|
|
(0.5
|
)
|
|
7
|
||||||
Total
|
|
$
|
1,884.1
|
|
|
$
|
(46.6
|
)
|
|
$
|
41.6
|
|
|
$
|
(2.4
|
)
|
|
$
|
1,925.7
|
|
|
$
|
(49.0
|
)
|
|
687
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2014
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
(Purchases) of fixed income securities — Available for sale
|
|
$
|
(2,005.0
|
)
|
|
$
|
(2,129.8
|
)
|
|
$
|
(1,529.6
|
)
|
(Purchases) of fixed income securities — Trading
|
|
(653.4
|
)
|
|
(763.4
|
)
|
|
(300.8
|
)
|
|||
(Purchases) of equity securities — Available for sale
|
|
—
|
|
|
(2.5
|
)
|
|
(53.1
|
)
|
|||
(Purchases) of equity securities — Trading
|
|
(361.0
|
)
|
|
(304.4
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of fixed income securities — Available for sale
|
|
1,909.5
|
|
|
1,872.3
|
|
|
1,416.5
|
|
|||
Proceeds from sales and maturities of fixed income securities — Trading
|
|
615.9
|
|
|
486.0
|
|
|
257.2
|
|
|||
Proceeds from sales of equity securities — Available for sale
|
|
40.0
|
|
|
82.2
|
|
|
46.9
|
|
|||
Proceeds from sales of equity securities — Trading
|
|
62.2
|
|
|
24.1
|
|
|
—
|
|
|||
Net change in (payable)/receivable for securities (purchased)/sold
|
|
2.8
|
|
|
(0.9
|
)
|
|
1.1
|
|
|||
Net (purchases)/sales of short-term investments — Available for sale
|
|
(110.3
|
)
|
|
258.2
|
|
|
(122.7
|
)
|
|||
Net (purchases)/sales of short-term investments — Trading
|
|
(0.2
|
)
|
|
2.4
|
|
|
—
|
|
|||
Investment in Chaspark Maritime Holdings Ltd
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||
Net (purchases) of catastrophe bonds — Trading
|
|
$
|
(28.7
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
—
|
|
Net sales of other investments
|
|
$
|
39.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net (purchases) for the year
|
|
$
|
(488.9
|
)
|
|
$
|
(481.6
|
)
|
|
$
|
(293.2
|
)
|
7.
|
Variable Interest Entities
|
i.
|
Silverton has collateralized the aggregate limit provided to Aspen Bermuda by way of a trust in favor of Aspen Bermuda as the beneficiary;
|
ii.
|
the trustee is a large, well-established regulated entity; and
|
iii.
|
all funds within the trust account are bound by investment guidelines restricting investments to one of the institutional class money market funds run by large international investment managers.
|
|
|
Twelve Months Ended December 31, 2014
|
||
|
|
($ in millions)
|
||
Beginning balance as at January 1, 2014
|
|
$
|
(50.0
|
)
|
Total change in fair value included in the statement of operations
|
|
(18.6
|
)
|
|
Notes issued during the period
|
|
(70.0
|
)
|
|
Balance as at December 31, 2014
|
|
$
|
(138.6
|
)
|
|
|
Twelve Months Ended December 31, 2013
|
||
|
|
($ in millions)
|
||
Beginning balance as at January 1, 2013
|
|
$
|
—
|
|
Notes issued during the period
|
|
(50.0
|
)
|
|
Balance as at December 31, 2013
|
|
$
|
(50.0
|
)
|
8.
|
Fair Value Measurements
|
|
|
As at December 31, 2014
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
($ in millions)
|
||||||||||||||
Available for sale financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
$
|
1,094.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,094.4
|
|
U.S. agency
|
|
—
|
|
|
197.4
|
|
|
—
|
|
|
197.4
|
|
||||
Municipal
|
|
—
|
|
|
31.5
|
|
|
—
|
|
|
31.5
|
|
||||
Corporate
|
|
—
|
|
|
2,319.4
|
|
|
—
|
|
|
2,319.4
|
|
||||
Non-U.S. government-backed corporate
|
|
—
|
|
|
78.0
|
|
|
—
|
|
|
78.0
|
|
||||
Foreign government
|
|
456.5
|
|
|
209.2
|
|
|
—
|
|
|
665.7
|
|
||||
Asset-backed
|
|
—
|
|
|
143.5
|
|
|
—
|
|
|
143.5
|
|
||||
Non-agency commercial mortgage-backed
|
|
—
|
|
|
44.8
|
|
|
—
|
|
|
44.8
|
|
||||
Agency mortgage-backed
|
|
—
|
|
|
1,055.3
|
|
|
—
|
|
|
1,055.3
|
|
||||
Total fixed income securities available for sale, at fair value
|
|
1,550.9
|
|
|
4,079.1
|
|
|
—
|
|
|
5,630.0
|
|
||||
Short-term investments available for sale, at fair value
|
|
229.3
|
|
|
29.0
|
|
|
—
|
|
|
258.3
|
|
||||
Equity investments available for sale, at fair value
|
|
109.9
|
|
|
—
|
|
|
—
|
|
|
109.9
|
|
||||
Held for trading financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. agency
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Municipal
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
|
—
|
|
|
529.8
|
|
|
—
|
|
|
529.8
|
|
||||
Foreign government
|
|
36.1
|
|
|
104.0
|
|
|
—
|
|
|
140.1
|
|
||||
Asset-backed
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
14.7
|
|
||||
Bank loans
|
|
—
|
|
|
85.1
|
|
|
—
|
|
|
85.1
|
|
||||
Catastrophe bonds
|
|
—
|
|
|
34.8
|
|
|
—
|
|
|
34.8
|
|
||||
Total fixed income securities trading, at fair value
|
|
36.1
|
|
|
769.7
|
|
|
—
|
|
|
805.8
|
|
||||
Short-term investments trading, at fair value
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||
Equity investments trading, at fair value
|
|
616.0
|
|
|
—
|
|
|
—
|
|
|
616.0
|
|
||||
Other financial assets and liabilities, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Derivatives at fair value — foreign exchange contracts
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
7.9
|
|
||||
Derivatives at fair value — interest rate swaps
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
Liabilities under derivative contracts — foreign exchange contracts
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
(14.3
|
)
|
||||
Loan notes issued by variable interest entities, at fair value
|
|
—
|
|
|
—
|
|
|
(70.7
|
)
|
|
(70.7
|
)
|
||||
Loan notes issued by variable interest entities, at fair value (classified as a current liability)
|
|
—
|
|
|
—
|
|
|
(67.9
|
)
|
|
(67.9
|
)
|
||||
Total
|
|
$
|
2,542.3
|
|
|
$
|
4,871.6
|
|
|
$
|
(138.6
|
)
|
|
$
|
7,275.3
|
|
|
At December 31, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
($ in millions)
|
||||||||||||||
Available for sale financial assets, at fair value
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
$
|
1,020.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,020.4
|
|
U.S. agency
|
—
|
|
|
269.1
|
|
|
—
|
|
|
269.1
|
|
||||
Municipal
|
—
|
|
|
32.8
|
|
|
—
|
|
|
32.8
|
|
||||
Corporate
|
—
|
|
|
2,069.4
|
|
|
—
|
|
|
2,069.4
|
|
||||
Non-U.S. government-backed corporate
|
—
|
|
|
84.6
|
|
|
—
|
|
|
84.6
|
|
||||
Foreign government
|
596.2
|
|
|
182.7
|
|
|
—
|
|
|
778.9
|
|
||||
Asset-backed
|
—
|
|
|
122.3
|
|
|
—
|
|
|
122.3
|
|
||||
Non-agency commercial mortgage-backed
|
—
|
|
|
62.6
|
|
|
—
|
|
|
62.6
|
|
||||
Agency mortgage-backed
|
—
|
|
|
1,129.0
|
|
|
—
|
|
|
1,129.0
|
|
||||
Total fixed income securities available for sale, at fair value
|
1,616.6
|
|
|
3,952.5
|
|
|
—
|
|
|
5,569.1
|
|
||||
Short-term investments available for sale, at fair value
|
129.5
|
|
|
30.8
|
|
|
—
|
|
|
160.3
|
|
||||
Equity investments available for sale, at fair value
|
149.5
|
|
|
—
|
|
|
—
|
|
|
149.5
|
|
||||
Held for trading financial assets, at fair value
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
22.0
|
|
|
—
|
|
|
—
|
|
|
22.0
|
|
||||
U.S. agency
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Municipal
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
Corporate
|
—
|
|
|
474.8
|
|
|
—
|
|
|
474.8
|
|
||||
Foreign government
|
44.2
|
|
|
92.0
|
|
|
—
|
|
|
136.2
|
|
||||
Asset-backed
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
||||
Bank loans
|
—
|
|
|
69.1
|
|
|
—
|
|
|
69.1
|
|
||||
Total fixed income securities trading, at fair value
|
66.2
|
|
|
650.0
|
|
|
—
|
|
|
716.2
|
|
||||
Equity investments trading, at fair value
|
310.9
|
|
|
—
|
|
|
—
|
|
|
310.9
|
|
||||
Catastrophe bonds trading, at fair value
|
—
|
|
|
5.8
|
|
|
—
|
|
|
5.8
|
|
||||
Other financial assets and liabilities, at fair value
|
|
|
|
|
|
|
|
||||||||
Derivatives at fair value — foreign exchange contracts
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||
Derivatives at fair value — interest rate swaps
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||
Liabilities under derivative contracts — foreign exchange contracts
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
||||
Loan notes issued by variable interest entities, at fair value
|
—
|
|
|
—
|
|
|
(50.0
|
)
|
|
(50.0
|
)
|
||||
Total
|
$
|
2,272.7
|
|
|
$
|
4,643.2
|
|
|
$
|
(50.0
|
)
|
|
$
|
6,865.9
|
|
Reconciliation of Liabilities Using Level 3 Inputs
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
||||
|
|
|
($ in millions)
|
||||||
Balance at the beginning of the period
|
|
$
|
(50.0
|
)
|
|
$
|
—
|
|
|
Total change in fair value included in the statement of operations
|
|
(18.6
|
)
|
|
—
|
|
|||
Notes issued during period
|
|
(70.0
|
)
|
|
(50.0
|
)
|
|||
Balance at the end of the period
|
|
$
|
(138.6
|
)
|
|
$
|
(50.0
|
)
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||
Index providers
|
|
84
|
%
|
|
85
|
%
|
Pricing services
|
|
11
|
|
|
12
|
|
Broker-dealers
|
|
5
|
|
|
3
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||||||
|
|
Fair Market
Value Determined
using Prices from
Index Providers
|
|
% of Total
Fair Value by
Security Type
|
|
Fair Market
Value Determined
using Prices from
Index Providers
|
|
% of Total
Fair Value by
Security Type
|
||||
|
|
($ in millions, except for percentages)
|
||||||||||
U.S. government
|
|
$
|
1,044.4
|
|
|
95%
|
|
$
|
998.5
|
|
|
96%
|
U.S. agency
|
|
186.9
|
|
|
95%
|
|
255.3
|
|
|
95%
|
||
Municipal
|
|
13.7
|
|
|
42%
|
|
14.5
|
|
|
43%
|
||
Corporate
|
|
2,731.1
|
|
|
96%
|
|
2,400.8
|
|
|
94%
|
||
Non-U.S. government-backed corporate
|
|
48.7
|
|
|
62%
|
|
55.9
|
|
|
66%
|
||
Foreign government
|
|
504.4
|
|
|
63%
|
|
605.8
|
|
|
66%
|
||
Asset-backed
|
|
140.5
|
|
|
89%
|
|
130.6
|
|
|
97%
|
||
Non-agency commercial mortgage-backed
|
|
44.8
|
|
|
100%
|
|
61.0
|
|
|
97%
|
||
Agency mortgage-backed
|
|
680.6
|
|
|
64%
|
|
830.6
|
|
|
74%
|
||
Total fixed income securities
|
|
$
|
5,395.1
|
|
|
84%
|
|
$
|
5,353.0
|
|
|
85%
|
|
|
|
|
|
|
|
|
|
||||
Equities
|
|
$
|
725.9
|
|
|
100%
|
|
$
|
460.4
|
|
|
100%
|
Total fixed income securities and equity investments
|
|
$
|
6,121.0
|
|
|
86%
|
|
$
|
5,813.4
|
|
|
86%
|
•
|
quantitative analysis (e.g., comparing the quarterly return for each managed portfolio to its target benchmark, with significant differences identified and investigated);
|
•
|
comparison of market values obtained from pricing services, index providers and broker-dealers against alternative price sources for each security where further investigation is completed when significant differences exist for pricing of individual securities between pricing sources;
|
•
|
initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and
|
•
|
comparison of the fair value estimates to the Company’s knowledge of the current market.
|
At December 31, 2014
|
|
Fair Value
Level 3
|
|
Valuation Method
|
|
Observable (O) and
Unobservable (U) inputs
|
|
Low
|
|
High
|
||||||
|
($ in millions)
|
|
|
|
|
($ in millions)
|
||||||||||
Loan notes held by third parties
|
|
$
|
138.6
|
|
|
Internal Valuation Model
|
|
Gross premiums written (O)
|
|
$
|
—
|
|
|
$
|
40.0
|
|
|
|
|
|
|
|
Reserve for losses (U)
|
|
$
|
—
|
|
|
$
|
4.6
|
|
||
|
|
|
|
|
|
Contract period (O)
|
|
N/A
|
|
|
365 days
|
|
||||
|
|
|
|
|
|
Initial value of issuance (O)
|
|
$
|
120.0
|
|
|
$
|
120.0
|
|
At December 31, 2013
|
|
Fair Value
Level 3
|
|
Valuation Method
|
|
Observable (O) and
Unobservable (U) inputs
|
|
Low
|
|
High
|
||||||
|
($ in millions)
|
|
|
|
|
($ in millions)
|
||||||||||
Loan notes held by third parties
|
|
$
|
50.0
|
|
|
Internal Valuation Model
|
|
Gross premiums written (O)
|
|
$
|
—
|
|
|
$
|
40.0
|
|
|
|
|
|
|
|
Reserve for losses (U)
|
|
$
|
—
|
|
|
$
|
1.4
|
|
||
|
|
|
|
|
|
Contract period (O)
|
|
N/A
|
|
|
365 days
|
|
||||
|
|
|
|
|
|
Initial value of issuance (O)
|
|
$
|
50.0
|
|
|
$
|
50.0
|
|
9.
|
Reinsurance
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
($ in millions)
|
||||||||||
Premiums written
:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
1,729.9
|
|
|
$
|
1,512.8
|
|
|
$
|
1,355.4
|
|
Assumed
|
|
1,172.8
|
|
|
1,133.9
|
|
|
1,227.9
|
|
|||
Ceded
|
|
(387.5
|
)
|
|
(347.0
|
)
|
|
(336.4
|
)
|
|||
Net premiums written
|
|
$
|
2,515.2
|
|
|
$
|
2,299.7
|
|
|
$
|
2,246.9
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
1,599.0
|
|
|
$
|
1,366.8
|
|
|
$
|
1,177.0
|
|
Assumed
|
|
1,137.6
|
|
|
1,126.6
|
|
|
1,208.0
|
|
|||
Ceded
|
|
(331.3
|
)
|
|
(321.6
|
)
|
|
(301.5
|
)
|
|||
Net premiums earned
|
|
$
|
2,405.3
|
|
|
$
|
2,171.8
|
|
|
$
|
2,083.5
|
|
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
908.2
|
|
|
$
|
829.4
|
|
|
$
|
763.0
|
|
Assumed
|
|
496.9
|
|
|
459.4
|
|
|
650.1
|
|
|||
Ceded
|
|
(97.6
|
)
|
|
(65.1
|
)
|
|
(174.6
|
)
|
|||
Net insurance losses and loss adjustment expenses
|
|
$
|
1,307.5
|
|
|
$
|
1,223.7
|
|
|
$
|
1,238.5
|
|
10.
|
Derivative Contracts
|
|
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
|
||||||||||||
Derivatives Not Designated as Hedging Instruments
Under ASC 815
|
|
Balance Sheet Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|
||||||||
|
|
|
|
($ in millions)
|
|
($ in millions)
|
|
||||||||||||
Interest Rate Swaps
|
|
Derivatives at Fair Value
|
|
$
|
951.3
|
|
|
$
|
0.1
|
|
(1)
|
$
|
1,000.0
|
|
|
$
|
1.1
|
|
(1)
|
Foreign Exchange Contracts
|
|
Derivatives at Fair Value
|
|
$
|
165.8
|
|
|
$
|
7.9
|
|
|
$
|
224.4
|
|
|
$
|
5.9
|
|
|
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
237.6
|
|
|
$
|
(10.5
|
)
|
|
$
|
57.5
|
|
|
$
|
(2.9
|
)
|
|
(1)
|
Net of
$22.3 million
of cash collateral provided to counterparties, Goldman Sachs International (
$451.3 million
notional) and Crédit Agricole CIB (
$500.0 million
notional) under respective International Swap Dealers Association agreements, as security for the Company’s net liability position (
December 31, 2013
—
$34.3 million
).
|
|
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
|
||||||||||||
Derivatives Designated as Hedging Instruments Under ASC 815
|
|
Balance Sheet Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|
||||||||
|
|
|
|
($ in millions)
|
|
($ in millions)
|
|
||||||||||||
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
135.8
|
|
|
$
|
(3.8
|
)
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
(1)
|
Net of $
Nil
cash collateral (
December 31, 2013
— $
Nil
).
|
|
|
|
|
Amount of Income/(Loss)
Recognized in the Statement
of Operations and Other Comprehensive Income
|
||||||
|
|
|
|
Twelve Months Ended
|
||||||
Derivatives Not Designated as Hedging Instruments Under
ASC 815
|
|
Location of Income/(Loss) Recognized in the
Statement of Operations and Other Comprehensive Income
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
Change in Fair Value of Derivatives
|
|
$
|
(7.7
|
)
|
|
$
|
(1.3
|
)
|
Interest Rate Swaps
|
|
Change in Fair Value of Derivatives
|
|
$
|
(7.2
|
)
|
|
$
|
2.6
|
|
|
|
|
|
Amount of Income/(Loss)
Recognized in the Statement
of Operations and Other Comprehensive Income
|
||||||
|
|
|
|
Twelve Months Ended
|
||||||
Derivatives Designated as Hedging Instruments Under
ASC 815
|
|
Location of Income/(Loss) Recognized in the
Statement of Operations and Other Comprehensive Income
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
Change in Fair Value of Derivatives
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
Foreign Exchange Contracts
|
|
Net change from current period hedged transactions
|
|
$
|
(3.8
|
)
|
|
$
|
—
|
|
11.
|
Deferred Policy Acquisition Costs
|
|
|
|
Twelve Months Ended
December 31, 2014 |
|
Twelve Months Ended December 31, 2013
|
||||
|
|
($ in millions)
|
|||||||
Balance at the beginning of the period
|
|
$
|
262.2
|
|
|
$
|
223.0
|
|
|
|
Acquisition costs deferred
|
|
488.0
|
|
|
461.2
|
|
||
|
Amortization of deferred policy acquisition costs
|
|
(451.2
|
)
|
|
(422.0
|
)
|
||
Balance at the end of the period
|
|
$
|
299.0
|
|
|
$
|
262.2
|
|
|
|
As at December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
($ in millions)
|
||||||||||
Provision for losses and LAE at the start of the year
|
|
$
|
4,678.9
|
|
|
$
|
4,779.7
|
|
|
$
|
4,525.2
|
|
Less reinsurance recoverable
|
|
(332.7
|
)
|
|
(499.0
|
)
|
|
(426.6
|
)
|
|||
Net loss and LAE at the start of the year
|
|
4,346.2
|
|
|
4,280.7
|
|
|
4,098.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss and LAE expenses (disposed)
|
|
(24.2
|
)
|
|
(34.6
|
)
|
|
(9.0
|
)
|
|||
Provision for losses and LAE for claims incurred:
|
|
|
|
|
|
|
||||||
Current year
|
|
1,411.6
|
|
|
1,331.4
|
|
|
1,375.9
|
|
|||
Prior years
|
|
(104.1
|
)
|
|
(107.7
|
)
|
|
(137.4
|
)
|
|||
Total incurred
|
|
1,307.5
|
|
|
1,223.7
|
|
|
1,238.5
|
|
|||
Losses and LAE payments for claims incurred:
|
|
|
|
|
|
|
||||||
Current year
|
|
(112.1
|
)
|
|
(172.8
|
)
|
|
(244.3
|
)
|
|||
Prior years
|
|
(995.6
|
)
|
|
(912.3
|
)
|
|
(835.7
|
)
|
|||
Total paid
|
|
(1,107.7
|
)
|
|
(1,085.1
|
)
|
|
(1,080.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Foreign exchange (gains)/losses
|
|
(121.0
|
)
|
|
(38.5
|
)
|
|
32.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net losses and LAE reserves at the end of the year
|
|
4,400.8
|
|
|
4,346.2
|
|
|
4,280.7
|
|
|||
Plus reinsurance recoverable on unpaid losses at the end of the year
|
|
350.0
|
|
|
332.7
|
|
|
499.0
|
|
|||
Provision for losses and LAE at the end of the year
|
|
$
|
4,750.8
|
|
|
$
|
4,678.9
|
|
|
$
|
4,779.7
|
|
13.
|
Income Taxes
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
($ in millions)
|
||||||||||
Income tax expense on income
|
|
$
|
12.1
|
|
|
$
|
13.4
|
|
|
$
|
15.0
|
|
Income tax (benefit)/expense on other comprehensive income
|
|
(5.1
|
)
|
|
(13.7
|
)
|
|
9.3
|
|
|||
Income tax (benefit) charged directly to shareholders’ equity
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|
(2.4
|
)
|
|||
Total income tax expense/(benefit)
|
|
$
|
5.8
|
|
|
$
|
(1.8
|
)
|
|
$
|
21.9
|
|
|
|
Twelve Months Ended December 31, 2014
|
||||||||||||||
|
|
(Loss)/income
before tax
|
|
Current
income tax
expense
|
|
Deferred
income tax
(benefit)
|
|
Total
income tax
expense
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S.
|
|
$
|
(24.1
|
)
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Non-U.S.
|
|
392.0
|
|
|
22.6
|
|
|
(11.3
|
)
|
|
11.3
|
|
||||
Total
|
|
$
|
367.9
|
|
|
$
|
23.4
|
|
|
$
|
(11.3
|
)
|
|
$
|
12.1
|
|
|
|
|
||||||||||||||
|
|
Twelve Months Ended December 31, 2013
|
||||||||||||||
|
|
(Loss)/income
before tax
|
|
Current
income tax
expense
|
|
Deferred
income tax
expense
|
|
Total
income tax
expense
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S.
|
|
$
|
(12.2
|
)
|
|
$
|
3.8
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
Non-U.S.
|
|
354.9
|
|
|
5.9
|
|
|
3.7
|
|
|
9.6
|
|
||||
Total
|
|
$
|
342.7
|
|
|
$
|
9.7
|
|
|
$
|
3.7
|
|
|
$
|
13.4
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Twelve Months Ended December 31, 2012
|
||||||||||||||
|
|
(Loss)/income
before tax |
|
Current
income tax expense |
|
Deferred
income tax (benefit) |
|
Total
income tax expense |
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S.
|
|
$
|
(58.3
|
)
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
Non-U.S.
|
|
353.7
|
|
|
18.4
|
|
|
(7.8
|
)
|
|
10.6
|
|
||||
Total
|
|
$
|
295.4
|
|
|
$
|
22.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
15.0
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income Tax Reconciliation
|
|
($ in millions)
|
||||||||||
Expected tax (benefit)/expense at weighted average rate
|
|
$
|
(7.3
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
(14.4
|
)
|
Prior year adjustments
(1)
|
|
(0.6
|
)
|
|
(4.2
|
)
|
|
(4.9
|
)
|
|||
Valuation provision on U.S. deferred tax assets
|
|
12.7
|
|
|
15.1
|
|
|
26.7
|
|
|||
Uncertain tax positions
|
|
5.3
|
|
|
8.5
|
|
|
9.6
|
|
|||
Non-utilizable foreign tax credits
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|||
Disallowable expenses
|
|
1.8
|
|
|
1.6
|
|
|
1.2
|
|
|||
Other non-taxable items
|
|
—
|
|
|
(0.2
|
)
|
|
(2.4
|
)
|
|||
Impact of changes in statutory tax rates
|
|
0.2
|
|
|
(2.5
|
)
|
|
(0.8
|
)
|
|||
Total income tax expense
|
|
$
|
12.1
|
|
|
$
|
13.4
|
|
|
$
|
15.0
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
($ in millions)
|
||||||
Unrecognized tax benefits balance at January 1
|
|
$
|
23.9
|
|
|
$
|
15.4
|
|
Gross increases/(decreases) for tax positions of prior years
|
|
5.3
|
|
|
8.5
|
|
||
Gross increases/(decreases) for tax positions of current year
|
|
—
|
|
|
—
|
|
||
Unrecognized tax benefits balance at December 31
|
|
$
|
29.2
|
|
|
$
|
23.9
|
|
14.
|
Deferred Taxation
|
|
|
As at December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
($ in millions)
|
||||||
Deferred tax assets:
|
||||||||
Share options
|
|
$
|
2.8
|
|
|
$
|
3.9
|
|
Operating loss carry forwards
|
|
94.4
|
|
|
80.9
|
|
||
Loss reserves
|
|
1.8
|
|
|
1.7
|
|
||
Unrealized losses on investments
|
|
—
|
|
|
13.3
|
|
||
Accrued expenses
|
|
11.2
|
|
|
8.4
|
|
||
Foreign tax credits
|
|
13.0
|
|
|
7.5
|
|
||
Unearned premiums
|
|
4.9
|
|
|
6.5
|
|
||
Timing differences on fixed assets
|
|
8.7
|
|
|
5.6
|
|
||
Other temporary differences
|
|
6.7
|
|
|
8.5
|
|
||
Total gross deferred tax assets
|
|
143.5
|
|
|
136.3
|
|
||
Less valuation allowance
|
|
(106.5
|
)
|
|
(93.8
|
)
|
||
Net deferred tax assets
|
|
$
|
37.0
|
|
|
$
|
42.5
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Equalization provision reserves
|
|
$
|
(32.1
|
)
|
|
$
|
(34.1
|
)
|
Intangible assets (other)
|
|
(2.2
|
)
|
|
(1.8
|
)
|
||
Unrealized (gains) on investments
|
|
(1.5
|
)
|
|
(0.2
|
)
|
||
Deferred policy acquisition costs
|
|
(2.0
|
)
|
|
(4.2
|
)
|
||
Other temporary differences
|
|
(2.3
|
)
|
|
(0.6
|
)
|
||
Total gross deferred tax (liabilities)
|
|
(40.1
|
)
|
|
(40.9
|
)
|
||
|
|
|
|
|
||||
Net deferred tax (liability)/asset
|
|
$
|
(3.1
|
)
|
|
$
|
1.6
|
|
15.
|
Capital Structure
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||||||
|
|
Number
|
|
$ in
Thousands
|
|
Number
|
|
$ in
Thousands
|
||||
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
|
|
Total authorized share capital
|
|
|
|
1,631
|
|
|
|
|
1,631
|
|
||
|
|
|
|
|
|
|
|
|
||||
Issued share capital:
|
|
|
|
|
|
|
|
|
||||
Issued ordinary shares of 0.15144558¢ per share
|
|
62,017,368
|
|
|
94
|
|
|
65,546,976
|
|
|
99
|
|
Issued 7.401% Preference Shares of 0.15144558¢ each with a liquidation preference of $25 per share
|
|
5,327,500
|
|
|
8
|
|
|
5,327,500
|
|
|
8
|
|
Issued 7.250% Preference Shares of 0.15144558¢ each with a liquidation preference of $25 per share
|
|
6,400,000
|
|
|
10
|
|
|
6,400,000
|
|
|
10
|
|
Issued 5.95% Preference Shares of 0.15144558¢ each with a liquidation preference of $25 per share
|
|
11,000,000
|
|
|
17
|
|
|
11,000,000
|
|
|
17
|
|
Total issued share capital
|
|
|
|
129
|
|
|
|
|
134
|
|
|
|
Number of Ordinary Shares
|
||||
|
|
2014
|
|
2013
|
||
Ordinary shares in issue at the beginning of the year
|
|
65,546,976
|
|
|
70,753,723
|
|
Ordinary shares issued to employees under the 2003 and 2013 share incentive plans and/or 2008 share purchase plan
|
|
756,676
|
|
|
1,374,567
|
|
Ordinary shares issued to non-employee directors
|
|
3,573
|
|
|
44,000
|
|
Ordinary shares repurchased
|
|
(4,289,857
|
)
|
|
(8,461,174
|
)
|
Ordinary shares issued in respect of the redemption of the PIERS
|
|
—
|
|
|
1,835,860
|
|
Ordinary shares in issue at the end of the year
|
|
62,017,368
|
|
|
65,546,976
|
|
16.
|
Statutory Requirements and Dividends Restrictions
|
|
|
As at December 31, 2014
|
||||||||||
|
|
U.S.
|
|
Bermuda
|
|
U.K.
|
||||||
|
|
($ in millions)
|
||||||||||
Required statutory capital and surplus
|
|
$
|
56.9
|
|
|
$
|
1,097.6
|
|
|
$
|
202.2
|
|
Statutory capital and surplus
|
|
$
|
394.1
|
|
|
$
|
2,052.3
|
|
|
$
|
989.8
|
|
|
|
As at December 31, 2013
|
||||||||||
|
|
U.S.
|
|
Bermuda
|
|
U.K.
|
||||||
|
|
($ in millions)
|
||||||||||
Required statutory capital and surplus
|
|
$
|
40.9
|
|
|
$
|
1,068.2
|
|
|
$
|
218.8
|
|
Statutory capital and surplus
|
|
$
|
375.3
|
|
|
$
|
1,907.4
|
|
|
$
|
1,005.1
|
|
17.
|
Retirement Plans
|
18.
|
Share-Based Payments
|
(a)
|
Investor Options
|
|
|
Options Granted
|
|
Options Exercised
|
|
Ordinary Shares Issued
|
|||
2002
|
|
3,006,760
|
|
|
—
|
|
|
—
|
|
2003
|
|
—
|
|
|
440,144
|
|
|
152,583
|
|
2004
|
|
—
|
|
|
856,218
|
|
|
135,321
|
|
2005
|
|
—
|
|
|
303,321
|
|
|
56,982
|
|
2006
|
|
—
|
|
|
34,155
|
|
|
3,757
|
|
2007
|
|
—
|
|
|
66,759
|
|
|
7,381
|
|
2008
|
|
—
|
|
|
20,641
|
|
|
3,369
|
|
2009
|
|
—
|
|
|
9,342
|
|
|
3,056
|
|
2010
|
|
—
|
|
|
149,895
|
|
|
49,538
|
|
2011
|
|
—
|
|
|
761,037
|
|
|
255,504
|
|
2012
|
|
—
|
|
|
365,248
|
|
|
116,510
|
|
Total as at December 31, 2013 and 2014
|
|
3,006,760
|
|
|
3,006,760
|
|
|
784,001
|
|
(b)
|
Employee Equity Incentives
|
|
|
As at December 31, 2014
|
||||||||||||||||
|
|
Options
Granted
|
|
Options
Forfeited
|
|
Options
Exercised
|
|
Outstanding
and
Exercisable
|
|
Exercise
Price
|
|
Weighted Average
Fair Value at
Grant Date
|
|
Remaining
Contractual
Time
|
||||
Option Holder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2003 Option grants
|
3,884,030
|
|
|
712,906
|
|
|
3,171,124
|
|
|
—
|
|
|
$16.20
|
|
$5.31
|
|
expired
|
|
2004 Option grants
|
500,113
|
|
|
276,082
|
|
|
224,031
|
|
|
—
|
|
|
$24.44
|
|
$5.74
|
|
expired
|
|
2006 Option grants February 16
|
1,072,490
|
|
|
450,567
|
|
|
483,347
|
|
|
138,576
|
|
|
$23.65
|
|
$6.99
|
|
1 year, 2 months
|
|
2007 Option grants May 4
(1)
|
607,635
|
|
|
152,276
|
|
|
376,241
|
|
|
79,118
|
|
|
$27.28
|
|
$6.14
|
|
expired
|
(1)
|
In the case of Mr. O’Kane, the expiration date for the 2007 options were extended for one year to May 4, 2015.
|
|
|
Grant Date
|
||||||||||||||||||||||
|
|
October 22, 2007
|
|
May 4,
2007
|
|
August 4,
2006
|
|
February 16,
2006
|
|
December 23,
2004
|
|
August 20,
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
|
%
|
|
4.7
|
%
|
||||||
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
|
%
|
|
—
|
|
||||||
Foreign currency volatility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.4
|
%
|
(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
9.4%
was applied as the exercise price was initially in British Pounds and the share price of the Company is in U.S. Dollars.
|
|
|
|
As at December 31, 2014
|
||||||||||
|
|
|
Restricted Share Units
|
||||||||||
RSU Holder
|
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
2004 - 2011 Grants
|
|
965,911
|
|
|
897,080
|
|
|
68,831
|
|
|
—
|
|
|
2012 Grants
|
|
350,899
|
|
|
208,744
|
|
|
47,533
|
|
|
94,622
|
|
|
2013 Grants
|
|
307,441
|
|
|
100,012
|
|
|
27,511
|
|
|
179,918
|
|
|
2014 Grants
|
|
259,640
|
|
|
—
|
|
|
15,068
|
|
|
244,572
|
|
|
Total
|
|
1,883,891
|
|
|
1,205,836
|
|
|
158,943
|
|
|
519,112
|
|
|
|
As at December 31, 2014
|
||||||||||
|
|
Performance Share Awards
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount Outstanding
|
||||
2004 - 2011 Grants
(1)
|
|
4,194,638
|
|
|
2,220,442
|
|
|
1,974,196
|
|
|
—
|
|
2012 Grants
|
|
344,131
|
|
|
241,367
|
|
|
102,764
|
|
|
—
|
|
2013 Grants
(2)
|
|
250,066
|
|
|
127,153
|
|
|
43,728
|
|
|
79,185
|
|
2014 Grants
(2)
|
|
315,389
|
|
|
122,056
|
|
|
4,100
|
|
|
189,233
|
|
Total
|
|
5,104,224
|
|
|
2,711,018
|
|
|
2,124,788
|
|
|
268,418
|
|
(1)
|
The amounts vested and forfeited in respect of the 2004 - 2011 performance share awards have been updated to reflect employees leaving after the financial reporting date but before the final vesting date.
|
(2)
|
These balances could increase depending on future performance.
|
•
|
less than
6%
, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e.,
33.33%
of the initial grant);
|
•
|
between
6%
and
11%
, then the percentage of the performance shares eligible for vesting in such year will be between
10%
and
100%
on a straight-line basis; and
|
•
|
between
11%
and
21%
, then the percentage of the performance shares eligible for vesting in such year will be between
100%
and
200%
on a straight-line basis.
|
•
|
less than
5%
, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e.,
33.33%
of the initial grant);
|
•
|
between
5%
and
10%
, then the percentage of the performance shares eligible for vesting in such year will be between
10%
and
100%
on a straight-line basis; and
|
•
|
between
10%
and
20%
, then the percentage of the performance shares eligible for vesting in such year will be between
100%
and
200%
on a straight-line basis.
|
2011 Performance Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
ROE
|
|
Banked
|
|||
2011
|
|
33.3
|
%
|
|
(5.3
|
)%
|
|
—
|
%
|
||
2012
|
|
33.3
|
%
|
|
10.0
|
%
|
|
33.3
|
%
|
||
2013
|
|
33.3
|
%
|
|
11.7
|
%
|
|
39.0
|
%
|
||
Total
|
|
100.0
|
%
|
|
|
|
|
72.3
|
%
|
•
|
less than
5%
, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e.,
33.33%
of the initial grant);
|
•
|
between
5%
and
10%
, then the percentage of the performance shares eligible for vesting in such year will be between
10%
and
100%
on a straight-line basis; and
|
•
|
between
10%
and
20%
, then the percentage of the performance shares eligible for vesting in such year will be between
100%
and
200%
on a straight-line basis.
|
•
|
less than
5%
, then the portion of the performance shares subject to the vesting conditions in such year will be forfeited (i.e.,
33.33%
of the initial grant);
|
•
|
between
5%
and
10%
, then the percentage of the performance shares eligible for vesting in such year will be between
10%
and
100%
on a straight-line basis; or
|
•
|
between
10%
and
20%
, then the percentage of the performance shares eligible for vesting in such year will be between
100%
and
200%
on a straight-line basis.
|
2013 Performance Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2013
|
|
33.3
|
%
|
|
6.2
|
%
|
|
10.5
|
%
|
||
2014
|
|
33.3
|
%
|
|
13.3
|
%
|
|
43.0
|
%
|
||
2015
|
|
33.3
|
%
|
|
NA
|
|
|
NA
|
|
||
Total
|
|
100.0
|
%
|
|
|
|
|
53.5
|
%
|
|
|
Twelve Months Ended December 31, 2014
|
|||
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding performance share awards, beginning of period
|
|
597,479
|
|
|
$27.15
|
Granted
|
|
315,389
|
|
|
$38.46
|
Earned
|
|
(373,935
|
)
|
|
$30.12
|
Forfeited
|
|
(270,515
|
)
|
|
$27.61
|
Outstanding performance share awards, end of period
|
|
268,418
|
|
|
$25.35
|
2012 Phantom Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2012
|
|
33.3
|
%
|
|
8.1
|
%
|
|
21.9
|
%
|
||
2013
|
|
33.3
|
%
|
|
6.2
|
%
|
|
10.5
|
%
|
||
2014
|
|
33.3
|
%
|
|
13.3
|
%
|
|
43.0
|
%
|
||
Total
|
|
100.0
|
%
|
|
|
|
|
75.4
|
%
|
Grant Date
|
|
Per share
weighted
average
fair value
|
|
Risk free
interest rate
|
|
Dividend yield
|
|
Expected life
|
|
Share price
volatility
|
|||
|
|
($)
|
|
(%)
|
|
(%)
|
|
(in years)
|
|
(%)
|
|||
November 4, 2008
|
|
$3.18
|
|
0.48
|
%
|
|
2.70
|
%
|
|
3.0
|
|
68.0
|
%
|
December 4, 2008
|
|
2.87
|
|
(0.41
|
)
|
|
3.16
|
|
|
2.0
|
|
102.0
|
|
November 23, 2009
|
|
3.76
|
|
0.01
|
|
|
2.28
|
|
|
3.0
|
|
22.0
|
|
December 21, 2009
|
|
3.82
|
|
0.04
|
|
|
2.34
|
|
|
2.0
|
|
18.0
|
|
December 22, 2010
|
|
4.24
|
|
0.13
|
|
|
2.07
|
|
|
3.0
|
|
14.0
|
|
December 22, 2010
|
|
4.46
|
|
0.13
|
|
|
2.07
|
|
|
2.0
|
|
14.0
|
|
December 13, 2011
|
|
4.20
|
|
0.05
|
|
|
2.80
|
|
|
3.0
|
|
26.2
|
|
December 13, 2011
|
|
3.85
|
|
0.05
|
|
|
2.75
|
|
|
2.0
|
|
26.2
|
|
March 20, 2013
|
|
7.79
|
|
0.38
|
|
|
1.88
|
|
|
3.0
|
|
2.8
|
|
March 20, 2013
|
|
5.75
|
|
0.25
|
|
|
1.88
|
|
|
2.0
|
|
3.2
|
|
September 26, 2014
|
|
6.61
|
|
1.06
|
|
|
1.87
|
|
|
3.0
|
|
6.2
|
|
September 26, 2014
|
|
6.43
|
|
0.58
|
|
|
1.87
|
|
|
2.0
|
|
4.0
|
|
Option Holder
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Exercise
Price
|
|
Fair Value at
Grant Date
|
|
Remaining
Contractual Time
|
||
Non-employee directors - 2006 Option grants (May 25)
|
|
4,435
|
|
|
4,435
|
|
|
$21.96
|
|
$4.24
|
|
1 year, 5 months
|
Non-employee directors - 2007 Option grants (July 30)
|
|
2,012
|
|
|
2,012
|
|
|
$24.76
|
|
$4.97
|
|
2 years, 7 months
|
|
|
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
|
%
|
|
|
As at December 31, 2014
|
||||||||||
|
|
Restricted Share Units
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
Non-Employee Directors — 2012 and prior
|
|
138,504
|
|
|
131,866
|
|
|
6,638
|
|
|
—
|
|
Non-Employee Directors — 2013
|
|
29,092
|
|
|
26,727
|
|
|
2,365
|
|
|
—
|
|
Non-Employee Directors — 2014
|
|
27,180
|
|
|
22,640
|
|
|
—
|
|
|
4,540
|
|
Chairman — 2012 and prior
|
|
75,799
|
|
|
75,799
|
|
|
—
|
|
|
—
|
|
Chairman — 2013
|
|
14,188
|
|
|
14,188
|
|
|
—
|
|
|
—
|
|
Chairman — 2014
|
|
13,590
|
|
|
11,324
|
|
|
—
|
|
|
2,266
|
|
Total
|
|
298,353
|
|
|
282,544
|
|
|
9,003
|
|
|
6,806
|
|
(d)
|
Summary of investor options, employee and non-employee share options and restricted share units.
|
|
|
|
Twelve Months Ended December 31, 2014
|
|||
Option activity
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price
|
|
Outstanding options, beginning of period
|
|
302,460
|
|
|
$25.02
|
|
Exercised and issued
|
|
(74,520
|
)
|
|
25.26
|
|
Forfeited or expired
|
|
(3,799
|
)
|
|
27.28
|
|
Outstanding and exercisable options, end of period
|
|
224,141
|
|
|
$24.91
|
|
|
|
Twelve Months Ended December 31, 2013
|
|||
Option activity
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price
|
|
Outstanding options, beginning of period
|
|
1,208,787
|
|
|
$23.07
|
|
Exercised and issued
|
|
(906,254
|
)
|
|
22.45
|
|
Forfeited or expired
|
|
(73
|
)
|
|
24.21
|
|
Outstanding and exercisable options, end of period
|
|
302,460
|
|
|
$25.02
|
|
|
|
Twelve Months Ended December 31, 2014
|
|||
Restricted share unit activity
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding restricted stock, beginning of period
|
|
544,751
|
|
|
$32.13
|
|
Granted
|
|
300,410
|
|
|
38.60
|
|
Vested
|
|
(291,468
|
)
|
|
32.12
|
|
Forfeited
|
|
(27,775
|
)
|
|
36.29
|
|
Outstanding restricted stock, end of period
|
|
525,918
|
|
|
$35.83
|
|
|
|
Twelve Months Ended December 31, 2013
|
|||
Restricted share unit activity
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding restricted stock, beginning of period
|
|
488,013
|
|
|
$27.81
|
|
Granted
|
|
350,721
|
|
|
35.61
|
|
Vested
|
|
(253,700
|
)
|
|
23.66
|
|
Forfeited
|
|
(40,283
|
)
|
|
31.45
|
|
Outstanding restricted stock, end of period
|
|
544,751
|
|
|
$32.13
|
19.
|
Intangible Assets
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
||||||||||||||||||||||||||||
|
|
Trade
Mark
|
|
Insurance
Licenses
|
|
Other
|
|
Total
|
|
Trade
Mark
|
|
Insurance
Licenses
|
|
Other
|
|
Total
|
||||||||||||||||
|
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||||||||||
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Beginning of the period
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
0.2
|
|
|
$
|
18.4
|
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
0.8
|
|
|
$
|
19.0
|
|
Amortization
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||||||
End of the period
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
0.2
|
|
|
$
|
18.4
|
|
20.
|
Commitments and Contingent Liabilities
|
(a)
|
Restricted assets
|
|
|
As at December 31, 2014
|
|
At December 31, 2013
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,086.9
|
|
|
$
|
685.8
|
|
Third party
|
|
2,183.4
|
|
|
2,236.4
|
|
||
Letters of credit / guarantees
(1)
|
|
778.7
|
|
|
830.4
|
|
||
Total restricted assets
|
|
$
|
4,049.0
|
|
|
$
|
3,752.6
|
|
|
|
|
|
|
||||
Total as percent of cash and invested assets
|
|
47.0
|
%
|
|
45.5
|
%
|
(1)
|
As of
December 31, 2014
, the Company had pledged funds of
$764.4 million
and
£9.2 million
(
December 31, 2013
—
$803.7 million
and
£16.1 million
) as collateral for the secured letters of credit.
|
As at December 31, 2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Later
Years |
|
Total
|
||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||
Operating Lease Obligations
|
|
$
|
13.4
|
|
|
$
|
9.3
|
|
|
$
|
8.5
|
|
|
$
|
7.3
|
|
|
$
|
6.4
|
|
|
$
|
1.5
|
|
|
$
|
46.4
|
|
As at December 31, 2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Later
Years |
|
Total
|
||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||
Operating Lease Obligations
|
|
$
|
11.9
|
|
|
$
|
12.1
|
|
|
$
|
8.3
|
|
|
$
|
7.5
|
|
|
$
|
6.3
|
|
|
$
|
6.5
|
|
|
$
|
52.6
|
|
(c)
|
Variable interest entities
|
(d)
|
Contingent liabilities
|
21.
|
Concentrations of Credit Risk
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Broker
|
|
|
(in percentages)
|
||||||||||
Aon Corporation
|
|
17.8
|
%
|
|
16.8
|
%
|
|
18.5
|
%
|
||||
Marsh & McLennan Companies, Inc.
|
|
15.1
|
|
|
15.0
|
|
|
15.8
|
|
||||
Willis Group Holdings, Ltd.
|
|
13.7
|
|
|
14.4
|
|
|
15.1
|
|
||||
Others
(1)
|
|
53.4
|
|
|
53.8
|
|
|
50.6
|
|
||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|||||||
Gross written premiums ($ millions)
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
(1)
|
No other individual broker accounted for more than
10%
of total gross written premiums.
|
22.
|
Reclassifications from Accumulated Other Comprehensive Income
|
|
|
Amount Reclassified from AOCI
|
|
|||||||
Details about the AOCI Components
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Affected Line Item in the
Consolidated Statement of Operations
|
||||
|
|
($ in millions)
|
|
|
||||||
Available for sale securities:
|
|
|
|
|
||||||
Realized gain on sale of securities
|
|
$
|
13.9
|
|
|
$
|
24.6
|
|
|
Realized and unrealized investment gains
|
Realized (losses) on sale of securities
|
|
(6.2
|
)
|
|
(0.5
|
)
|
|
Realized and unrealized investment losses
|
||
|
|
7.7
|
|
|
24.1
|
|
|
Income from operations before tax
|
||
Tax on realized gains and (losses) of securities
|
|
(0.2
|
)
|
|
(0.7
|
)
|
|
Income tax expense
|
||
|
|
$
|
7.5
|
|
|
$
|
23.4
|
|
|
Net income
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, before tax
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
Net realized and unrealized foreign exchange gains/(losses)
|
Tax on foreign currency translation adjustments
|
|
—
|
|
|
0.4
|
|
|
Income tax expense
|
||
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
Net income
|
Amortization of derivatives:
|
|
|
|
|
|
|
||||
Amortization of long-term debt associated expenses, before tax
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
Interest expense
|
|
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
Net income
|
Total reclassifications from AOCI to the statement of operations, net of tax
|
|
$
|
7.5
|
|
|
$
|
21.4
|
|
|
Net income
|
23.
|
Credit Facility and Long-term Debt
|
|
|
|
Payments Due By Period
|
||||||||||||||||||
Contractual Basis
|
|
|
Less than
1 year |
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
|
Total
|
||||||||||
|
|
|
($ in millions)
|
||||||||||||||||||
Long-term Debt Obligations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550.0
|
|
|
$
|
550.0
|
|
24.
|
Unaudited Quarterly Financial Data
|
|
|
2014
|
||||||||||||||||||
|
|
Quarter Ended
March 31
|
|
Quarter Ended
June 30
|
|
Quarter Ended September 30
|
|
Quarter Ended December 31
|
|
Year Ended December 31
|
||||||||||
Revenues
|
|
($ in millions)
|
||||||||||||||||||
Net earned premium
|
|
$
|
566.5
|
|
|
$
|
616.2
|
|
|
$
|
610.4
|
|
|
$
|
612.2
|
|
|
$
|
2,405.3
|
|
Net investment income
|
|
49.5
|
|
|
46.1
|
|
|
48.0
|
|
|
46.7
|
|
|
190.3
|
|
|||||
Realized and unrealized investment gains/(losses)
(1)
|
|
17.9
|
|
|
34.6
|
|
|
1.1
|
|
|
(7.3
|
)
|
|
46.3
|
|
|||||
Other income
|
|
0.6
|
|
|
3.2
|
|
|
1.0
|
|
|
(0.3
|
)
|
|
4.5
|
|
|||||
Total revenues
|
|
634.5
|
|
|
700.1
|
|
|
660.5
|
|
|
651.3
|
|
|
2,646.4
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Losses and loss adjustment expenses
|
|
288.1
|
|
|
337.1
|
|
|
342.7
|
|
|
339.6
|
|
|
1,307.5
|
|
|||||
Amortization of deferred policy acquisition costs
|
|
112.0
|
|
|
108.9
|
|
|
115.5
|
|
|
114.8
|
|
|
451.2
|
|
|||||
General, administrative and corporate expenses
|
|
95.6
|
|
|
108.8
|
|
|
119.8
|
|
|
121.5
|
|
|
445.7
|
|
|||||
Interest on long-term debt
|
|
7.4
|
|
|
7.3
|
|
|
7.4
|
|
|
7.4
|
|
|
29.5
|
|
|||||
Change in fair value of derivatives
|
|
(1.1
|
)
|
|
4.6
|
|
|
5.1
|
|
|
6.6
|
|
|
15.2
|
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
3.4
|
|
|
2.6
|
|
|
8.5
|
|
|
4.1
|
|
|
18.6
|
|
|||||
Realized and unrealized investment losses/(gains)
(1)
|
|
4.3
|
|
|
3.3
|
|
|
21.2
|
|
|
(14.1
|
)
|
|
14.7
|
|
|||||
Net realized and unrealized foreign exchange (gains)/losses
(1)
|
|
(0.1
|
)
|
|
(10.7
|
)
|
|
1.3
|
|
|
3.9
|
|
|
(5.6
|
)
|
|||||
Other expenses
|
|
0.7
|
|
|
1.2
|
|
|
0.3
|
|
|
(0.5
|
)
|
|
1.7
|
|
|||||
Total expenses
|
|
510.3
|
|
|
563.1
|
|
|
621.8
|
|
|
583.3
|
|
|
2,278.5
|
|
|||||
Income from operations before income tax
|
|
124.2
|
|
|
137.0
|
|
|
38.7
|
|
|
68.0
|
|
|
367.9
|
|
|||||
Income tax (expense)
|
|
(3.8
|
)
|
|
(6.2
|
)
|
|
(1.3
|
)
|
|
(0.8
|
)
|
|
(12.1
|
)
|
|||||
Net income
|
|
$
|
120.4
|
|
|
$
|
130.8
|
|
|
$
|
37.4
|
|
|
$
|
67.2
|
|
|
$
|
355.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
65,289,351
|
|
|
65,447,128
|
|
|
65,116,463
|
|
|
62,206,260
|
|
|
64,536,491
|
|
|||||
Diluted
|
|
66,565,890
|
|
|
66,700,368
|
|
|
66,513,009
|
|
|
63,605,298
|
|
|
65,872,949
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.70
|
|
|
$
|
1.85
|
|
|
$
|
0.43
|
|
|
$
|
0.92
|
|
|
$
|
4.92
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.66
|
|
|
$
|
1.82
|
|
|
$
|
0.42
|
|
|
$
|
0.90
|
|
|
$
|
4.82
|
|
|
|
2013
|
||||||||||||||||||
|
|
Quarter Ended
March 31 |
|
Quarter Ended
June 30 |
|
Quarter Ended September 30
|
|
Quarter Ended December 31
|
|
Year Ended December 31
|
||||||||||
Revenues
|
|
($ in millions)
|
||||||||||||||||||
Net earned premium
|
|
$
|
510.9
|
|
|
$
|
544.0
|
|
|
$
|
544.3
|
|
|
$
|
572.6
|
|
|
$
|
2,171.8
|
|
Net investment income
|
|
48.3
|
|
|
45.9
|
|
|
45.0
|
|
|
47.2
|
|
|
186.4
|
|
|||||
Realized and unrealized investment gains
|
|
16.3
|
|
|
14.4
|
|
|
23.6
|
|
|
2.6
|
|
|
56.9
|
|
|||||
Other income
|
|
1.1
|
|
|
0.9
|
|
|
1.6
|
|
|
4.6
|
|
|
8.2
|
|
|||||
Total revenues
|
|
576.6
|
|
|
605.2
|
|
|
614.5
|
|
|
627.0
|
|
|
2,423.3
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Losses and loss adjustment expenses
|
|
268.7
|
|
|
333.4
|
|
|
290.2
|
|
|
331.4
|
|
|
1,223.7
|
|
|||||
Amortization of deferred policy acquisition costs
|
|
104.6
|
|
|
107.2
|
|
|
110.5
|
|
|
99.7
|
|
|
422.0
|
|
|||||
General, administrative and corporate expenses
|
|
86.6
|
|
|
87.7
|
|
|
98.9
|
|
|
94.9
|
|
|
368.1
|
|
|||||
Interest on long-term debt
|
|
7.7
|
|
|
7.8
|
|
|
7.7
|
|
|
9.5
|
|
|
32.7
|
|
|||||
Change in fair value of derivatives
|
|
4.2
|
|
|
2.9
|
|
|
(6.6
|
)
|
|
(1.8
|
)
|
|
(1.3
|
)
|
|||||
Realized and unrealized investment losses/(gains)
|
|
1.1
|
|
|
21.0
|
|
|
5.9
|
|
|
(7.5
|
)
|
|
20.5
|
|
|||||
Net realized and unrealized foreign exchange losses/(gains)
|
|
5.4
|
|
|
4.1
|
|
|
(2.4
|
)
|
|
6.1
|
|
|
13.2
|
|
|||||
Other expenses
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.7
|
|
|||||
Total expenses
|
|
478.9
|
|
|
564.1
|
|
|
504.2
|
|
|
533.4
|
|
|
2,080.6
|
|
|||||
Income from operations before income tax
|
|
97.7
|
|
|
41.1
|
|
|
110.3
|
|
|
93.6
|
|
|
342.7
|
|
|||||
Income tax (expense)
|
|
(5.9
|
)
|
|
(1.0
|
)
|
|
(2.9
|
)
|
|
(3.6
|
)
|
|
(13.4
|
)
|
|||||
Net income
|
|
$
|
91.8
|
|
|
$
|
40.1
|
|
|
$
|
107.4
|
|
|
$
|
90.0
|
|
|
$
|
329.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
68,854,286
|
|
|
66,191,426
|
|
|
66,716,202
|
|
|
65,593,669
|
|
|
66,872,048
|
|
|||||
Diluted
|
|
72,452,705
|
|
|
69,291,324
|
|
|
68,561,515
|
|
|
67,051,993
|
|
|
69,417,903
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.21
|
|
|
$
|
0.38
|
|
|
$
|
1.47
|
|
|
$
|
1.23
|
|
|
$
|
4.29
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.15
|
|
|
$
|
0.36
|
|
|
$
|
1.43
|
|
|
$
|
1.21
|
|
|
$
|
4.14
|
|
|
|
2012
|
||||||||||||||||||
|
|
Quarter Ended
March 31 |
|
Quarter Ended
June 30 |
|
Quarter Ended September 30
|
|
Quarter Ended December 31
|
|
Year Ended December 31
|
||||||||||
Revenues
|
|
($ in millions)
|
||||||||||||||||||
Net earned premium
|
|
$
|
495.4
|
|
|
$
|
513.4
|
|
|
$
|
516.2
|
|
|
$
|
558.5
|
|
|
$
|
2,083.5
|
|
Net investment income
|
|
52.4
|
|
|
52.8
|
|
|
48.6
|
|
|
51.1
|
|
|
204.9
|
|
|||||
Realized and unrealized investment gains
|
|
10.7
|
|
|
5.4
|
|
|
13.2
|
|
|
6.1
|
|
|
35.4
|
|
|||||
Other income
|
|
0.7
|
|
|
3.5
|
|
|
4.8
|
|
|
(3.4
|
)
|
|
5.6
|
|
|||||
Total revenues
|
|
559.2
|
|
|
575.1
|
|
|
582.8
|
|
|
612.3
|
|
|
2,329.4
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Losses and loss adjustment expenses
|
|
284.0
|
|
|
262.1
|
|
|
255.0
|
|
|
437.4
|
|
|
1,238.5
|
|
|||||
Amortization of deferred policy acquisition costs
|
|
96.1
|
|
|
102.0
|
|
|
103.1
|
|
|
80.0
|
|
|
381.2
|
|
|||||
General, administrative and corporate expenses
|
|
84.8
|
|
|
83.5
|
|
|
90.7
|
|
|
86.1
|
|
|
345.1
|
|
|||||
Interest on long-term debt
|
|
7.7
|
|
|
7.7
|
|
|
7.8
|
|
|
7.7
|
|
|
30.9
|
|
|||||
Change in fair value of derivatives
|
|
7.5
|
|
|
11.6
|
|
|
4.9
|
|
|
4.4
|
|
|
28.4
|
|
|||||
Realized and unrealized investment losses
|
|
1.7
|
|
|
4.1
|
|
|
2.4
|
|
|
0.4
|
|
|
8.6
|
|
|||||
Net realized and unrealized foreign exchange losses/(gains)
|
|
(7.7
|
)
|
|
12.7
|
|
|
(4.5
|
)
|
|
(3.9
|
)
|
|
(3.4
|
)
|
|||||
Other expenses
|
|
1.0
|
|
|
0.6
|
|
|
0.3
|
|
|
2.8
|
|
|
4.7
|
|
|||||
Total expenses
|
|
475.1
|
|
|
484.3
|
|
|
459.7
|
|
|
614.9
|
|
|
2,034.0
|
|
|||||
Income/(loss) from operations before income tax
|
|
84.1
|
|
|
90.8
|
|
|
123.1
|
|
|
(2.6
|
)
|
|
295.4
|
|
|||||
Income tax (expense)/credit
|
|
(5.4
|
)
|
|
(6.2
|
)
|
|
(8.0
|
)
|
|
4.6
|
|
|
(15.0
|
)
|
|||||
Net income
|
|
$
|
78.7
|
|
|
$
|
84.6
|
|
|
$
|
115.1
|
|
|
$
|
2.0
|
|
|
$
|
280.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(1)
|
|
70,943,997
|
|
|
71,303,855
|
|
|
71,129,102
|
|
|
71,007,079
|
|
|
71,095,856
|
|
|||||
Diluted
(1)
|
|
73,832,734
|
|
|
73,845,903
|
|
|
73,397,796
|
|
|
71,007,079
|
|
|
73,689,423
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings/(loss) per ordinary share adjusted for preference share dividends
|
|
$
|
1.03
|
|
|
$
|
1.07
|
|
|
$
|
1.50
|
|
|
$
|
(0.09
|
)
|
|
$
|
3.51
|
|
Diluted earnings/(loss) per ordinary share adjusted for preference share dividends
|
|
$
|
0.99
|
|
|
$
|
1.03
|
|
|
$
|
1.45
|
|
|
$
|
(0.09
|
)
|
|
$
|
3.39
|
|
25.
|
Subsequent Events
|
|
|
As at December 31, 2014
|
|
As at December 31, 2013
|
||||
|
|
($ in millions, except per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
86.8
|
|
|
$
|
94.2
|
|
Investments in subsidiaries
|
|
3,368.5
|
|
|
3,153.7
|
|
||
Other investments
|
|
8.7
|
|
|
48.0
|
|
||
Eurobond issued by subsidiary
|
|
573.8
|
|
|
571.9
|
|
||
Long-term debt issued by subsidiaries
|
|
35.6
|
|
|
15.0
|
|
||
Intercompany funds due from affiliates
|
|
43.6
|
|
|
—
|
|
||
Other assets
|
|
—
|
|
|
0.6
|
|
||
Total assets
|
|
$
|
4,117.0
|
|
|
$
|
3,883.4
|
|
LIABILITIES
|
|
|
|
|
|
|
||
Accrued expenses and other payables
|
|
52.5
|
|
|
14.6
|
|
||
Intercompany funds due to affiliates
|
|
96.1
|
|
|
20.2
|
|
||
Long-term debt
|
|
549.1
|
|
|
549.0
|
|
||
Total liabilities
|
|
$
|
697.7
|
|
|
$
|
583.8
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Ordinary Shares:
|
|
|
|
|
||||
62,017,368 shares of par value 0.15144558¢ each
(December 31, 2013 — 65,546,976)
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference Shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2013 — 11,000,000)
|
|
—
|
|
|
—
|
|
||
5,327,500 7.401% shares of par value 0.15144558¢ each
(December 31, 2013 — 5,327,500)
|
|
—
|
|
|
—
|
|
||
6,400,000 7.250% shares of par value 0.15144558¢ each
(December 31, 2013 — 6,400,000)
|
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
|
1,134.3
|
|
|
1,297.4
|
|
||
Retained earnings
|
|
2,050.1
|
|
|
1,783.3
|
|
||
Non-controlling interest
|
|
0.5
|
|
|
(0.3
|
)
|
||
Accumulated other comprehensive income, net of taxes:
|
|
|
|
|
|
|
||
Unrealized gains on investments
|
|
165.4
|
|
|
130.5
|
|
||
Loss on derivatives
|
|
(3.8
|
)
|
|
—
|
|
||
Gains on foreign currency translation
|
|
72.7
|
|
|
88.6
|
|
||
Total accumulated other comprehensive income
|
|
234.3
|
|
|
219.1
|
|
||
Total shareholders’ equity
|
|
3,419.3
|
|
|
3,299.6
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
4,117.0
|
|
|
$
|
3,883.4
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Equity in net earnings/(loss) of subsidiaries and other investments
|
|
$
|
146.9
|
|
|
$
|
40.6
|
|
|
$
|
160.6
|
|
Dividend income
|
|
258.5
|
|
|
301.8
|
|
|
100.0
|
|
|||
Interest income on Eurobond
|
|
29.5
|
|
|
44.6
|
|
|
56.5
|
|
|||
Realized investment gains
|
|
5.6
|
|
|
(6.3
|
)
|
|
3.2
|
|
|||
Other income
|
|
1.9
|
|
|
1.9
|
|
|
3.4
|
|
|||
Total Revenues
|
|
442.4
|
|
|
382.6
|
|
|
323.7
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Operating and administrative expenses
|
|
(57.1
|
)
|
|
(20.6
|
)
|
|
(12.4
|
)
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(32.7
|
)
|
|
(30.9
|
)
|
|||
Income from operations before income tax
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|||
Income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|||
Add: Loss attributable to non-controlling interest
|
|
(0.8
|
)
|
|
0.5
|
|
|
0.2
|
|
|||
Net income attributable to Aspen Insurance Holdings Limited ordinary shareholders
|
|
355.0
|
|
|
329.8
|
|
|
280.6
|
|
|||
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized losses on investments
|
|
34.9
|
|
|
(184.7
|
)
|
|
9.8
|
|
|||
Loss on derivatives reclassified to interest expense
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|||
Net change from current period hedged transactions
|
|
(3.8
|
)
|
|
|
|
|
|
|
|||
Change in unrealized gains on foreign currency translation
|
|
(15.9
|
)
|
|
(24.1
|
)
|
|
(11.5
|
)
|
|||
Other comprehensive income
|
|
15.2
|
|
|
(208.3
|
)
|
|
(1.5
|
)
|
|||
Comprehensive income
|
|
$
|
370.2
|
|
|
$
|
121.5
|
|
|
$
|
279.1
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|
Twelve Months Ended December 31, 2012
|
||||||
|
|
($ in millions)
|
||||||||||
Cash Flows Provided By Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (excluding equity in net earnings of subsidiaries)
|
|
$
|
209.8
|
|
|
$
|
288.8
|
|
|
$
|
119.8
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|||
Share-based compensation expenses
|
|
15.1
|
|
|
21.4
|
|
|
17.8
|
|
|||
Realized and unrealized losses/(gains)
|
|
(5.6
|
)
|
|
6.3
|
|
|
(3.2
|
)
|
|||
Loss on derivative reclassified to interest expense
|
|
—
|
|
|
0.5
|
|
|
0.2
|
|
|||
Change in other receivables
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Change in other assets
|
|
0.6
|
|
|
(2.8
|
)
|
|
1.1
|
|
|||
Change in accrued expenses and other payables
|
|
37.8
|
|
|
(5.5
|
)
|
|
4.0
|
|
|||
Change in intercompany activities
|
|
32.3
|
|
|
104.3
|
|
|
(58.5
|
)
|
|||
Net cash generated by operating activities
|
|
291.1
|
|
|
413.0
|
|
|
81.2
|
|
|||
Cash Flows Used in Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Investment in subsidiaries
|
|
(56.6
|
)
|
|
(605.4
|
)
|
|
—
|
|
|||
Investment in long-term debt issued by subsidiary
|
|
(15.0
|
)
|
|
(15.0
|
)
|
|
—
|
|
|||
Net proceeds from other investments
|
|
39.3
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) investing activities
|
|
(32.3
|
)
|
|
(620.4
|
)
|
|
—
|
|
|||
Cash Flows Used in Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of ordinary shares, net of issuance costs
|
|
2.7
|
|
|
21.2
|
|
|
22.1
|
|
|||
Proceeds from issuance of preference shares, net of issuance costs
|
|
—
|
|
|
270.6
|
|
|
154.5
|
|
|||
PIERS redeemed and cancelled
|
|
—
|
|
|
(230.0
|
)
|
|
—
|
|
|||
Ordinary share repurchase
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|
(62.7
|
)
|
|||
Make-whole payment
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|||
Proceeds from long term debt
|
|
—
|
|
|
299.7
|
|
|
—
|
|
|||
Debt redemption
|
|
—
|
|
|
(250.0
|
)
|
|
—
|
|
|||
Ordinary and preference share dividends paid
|
|
(88.1
|
)
|
|
(83.3
|
)
|
|
(78.1
|
)
|
|||
Proceeds from maturity of Eurobond
|
|
—
|
|
|
400.0
|
|
|
50.0
|
|
|||
Eurobond purchased from subsidiary
|
|
—
|
|
|
—
|
|
|
(100.0
|
)
|
|||
Net cash (used in)/generated by financing activities
|
|
(266.3
|
)
|
|
109.3
|
|
|
(14.2
|
)
|
|||
Increase in cash and cash equivalents
|
|
(7.4
|
)
|
|
(98.1
|
)
|
|
67.0
|
|
|||
Cash and cash equivalents — beginning of period
|
|
94.2
|
|
|
192.3
|
|
|
125.3
|
|
|||
Cash and cash equivalents — end of period
|
|
$
|
86.8
|
|
|
$
|
94.2
|
|
|
$
|
192.3
|
|
Year Ended December 31, 2014
|
|
Deferred
Policy
Acquisition
Costs
|
|
Net
Reserves
for Losses
and LAE
|
|
Net
Reserves
for
Unearned
Premiums
|
|
Net
Premiums
Earned
|
|
Net
Investment
Income
|
|
Losses and
LAE
Expenses
|
|
Policy
Acquisition
Expenses
|
|
Net
Premium
Written
|
|
General
and
Administrative
Expenses
|
||||||||||||||||||
Reinsurance
|
|
$
|
156.4
|
|
|
$
|
2,493.3
|
|
|
$
|
680.1
|
|
|
$
|
1,088.2
|
|
|
|
|
|
$
|
497.8
|
|
|
$
|
200.0
|
|
|
$
|
1,124.0
|
|
|
$
|
146.4
|
|
|
Insurance
|
|
142.6
|
|
|
1,907.5
|
|
|
554.9
|
|
|
1,317.1
|
|
|
|
|
|
809.7
|
|
|
251.2
|
|
|
1,391.2
|
|
|
205.5
|
|
|||||||||
Total
|
|
$
|
299.0
|
|
|
$
|
4,400.8
|
|
|
$
|
1,235.0
|
|
|
$
|
2,405.3
|
|
|
$
|
190.3
|
|
|
$
|
1,307.5
|
|
|
$
|
451.2
|
|
|
$
|
2,515.2
|
|
|
$
|
351.9
|
|
Year to date December 31, 2013
|
|
Deferred
Policy
Acquisition
Costs
|
|
Net
Reserves
for Losses
and LAE
|
|
Net
Reserves
for
Unearned
Premiums
|
|
Net
Premiums Earned |
|
Net
Investment
Income
|
|
Losses and
LAE
Expenses
|
|
Policy
Acquisition
Expenses
|
|
Net
Premium
Written
|
|
General
and
Administrative
Expenses
|
||||||||||||||||||
Reinsurance
|
|
$
|
131.9
|
|
|
$
|
2,646.8
|
|
|
$
|
529.9
|
|
|
$
|
1,073.0
|
|
|
|
|
|
$
|
481.7
|
|
|
$
|
207.2
|
|
|
$
|
1,082.0
|
|
|
$
|
131.0
|
|
|
Insurance
|
|
130.3
|
|
|
1,699.4
|
|
|
598.8
|
|
|
1,098.8
|
|
|
|
|
|
742.0
|
|
|
214.8
|
|
|
1,217.7
|
|
|
185.9
|
|
|||||||||
Total
|
|
$
|
262.2
|
|
|
$
|
4,346.2
|
|
|
$
|
1,128.7
|
|
|
$
|
2,171.8
|
|
|
$
|
186.4
|
|
|
$
|
1,223.7
|
|
|
$
|
422.0
|
|
|
$
|
2,299.7
|
|
|
$
|
316.9
|
|
Year to date December 31, 2012
|
|
Deferred
Policy
Acquisition
Costs
|
|
Net
Reserves
for Losses
and LAE
|
|
Net
Reserves
for
Unearned
Premiums
|
|
Net
Premiums
Earned
|
|
Net
Investment
Income
|
|
Losses and
LAE
Expenses
|
|
Policy
Acquisition
Expenses
|
|
Net
Premium
Written
|
|
General
and
Administrative
Expenses
|
||||||||||||||||||
Reinsurance
|
|
$
|
109.4
|
|
|
$
|
2,811.3
|
|
|
$
|
469.1
|
|
|
$
|
1,132.4
|
|
|
|
|
|
$
|
635.3
|
|
|
$
|
207.8
|
|
|
$
|
1,156.9
|
|
|
$
|
123.9
|
|
|
Insurance
|
|
113.6
|
|
|
1,469.4
|
|
|
529.1
|
|
|
951.1
|
|
|
|
|
|
603.2
|
|
|
173.4
|
|
|
1,090.0
|
|
|
168.2
|
|
|||||||||
Total
|
|
$
|
223.0
|
|
|
$
|
4,280.7
|
|
|
$
|
998.2
|
|
|
$
|
2,083.5
|
|
|
$
|
204.9
|
|
|
$
|
1,238.5
|
|
|
$
|
381.2
|
|
|
$
|
2,246.9
|
|
|
$
|
292.1
|
|
|
|
Direct
|
|
Assumed
|
|
Ceded
|
|
Net Amount
|
||||||||
|
|
($ in millions)
|
||||||||||||||
2014
|
|
$
|
1,729.9
|
|
|
$
|
1,172.8
|
|
|
$
|
(387.5
|
)
|
|
$
|
2,515.2
|
|
2013
|
|
$
|
1,512.8
|
|
|
$
|
1,133.9
|
|
|
$
|
(347.0
|
)
|
|
$
|
2,299.7
|
|
2012
|
|
$
|
1,355.4
|
|
|
$
|
1,227.9
|
|
|
$
|
(336.4
|
)
|
|
$
|
2,246.9
|
|
|
|
Gross Amount
|
|
Ceded to Other
Companies
|
|
Assumed From
Other
Companies
|
|
Net Amount
|
|
Percentage of
Amount
Assumed
to Net
|
|||||||||
|
|
($ in millions. except for percentages)
|
|||||||||||||||||
2014
|
|
$
|
1,599.0
|
|
|
$
|
(331.3
|
)
|
|
$
|
1,137.6
|
|
|
$
|
2,405.3
|
|
|
47.3
|
%
|
2013
|
|
$
|
1,366.8
|
|
|
$
|
(321.6
|
)
|
|
$
|
1,126.6
|
|
|
$
|
2,171.8
|
|
|
51.9
|
%
|
2012
|
|
$
|
1,177.0
|
|
|
$
|
(301.5
|
)
|
|
$
|
1,208.0
|
|
|
$
|
2,083.5
|
|
|
58.0
|
%
|
|
|
Balance at
Beginning of
Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||||
|
|
($ in millions)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Premiums receivable from underwriting activities
|
|
$
|
1.1
|
|
|
$
|
3.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.3
|
|
Reinsurance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Premiums receivable from underwriting activities
|
|
$
|
0.1
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Reinsurance
|
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Premiums receivable from underwriting activities
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Reinsurance
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Clause
|
|
Page
|
|
1.
|
INTERPRETATION
|
1
|
|
2.
|
POSITION
|
2
|
|
3.
|
AMENDMENT AND RESTATEMENT
|
2
|
|
4.
|
DUTIES
|
2
|
|
5.
|
REMUNERATION
|
3
|
|
6.
|
PENSION AND INSURANCE BENEFITS
|
4
|
|
7.
|
EXPENSES
|
4
|
|
8.
|
HOLIDAYS AND HOLIDAY PAY
|
5
|
|
9.
|
DISABILITY OR DEATH
|
5
|
|
10
|
CONFIDENTIAL INFORMATION
|
6
|
|
11.
|
COPYRIGHT AND DESIGNS
|
7
|
|
12.
|
GRATUITIES AND CODES OF CONDUCT
|
7
|
|
13.
|
RESTRICTIVE COVENANTS
|
8
|
|
14.
|
TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL
|
10
|
|
15.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
|
10
|
|
16.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
|
11
|
|
17.
|
TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
|
11
|
|
18.
|
OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS
|
13
|
|
19.
|
EFFECT OF TERMINATION OF THIS AGREEMENT
|
14
|
|
20.
|
GENERAL RELEASE
|
15
|
|
21.
|
OTHER TERMS AND CONDITIONS
|
15
|
|
22.
|
NOTICES
|
16
|
|
23.
|
PREVIOUS AND OTHER AGREEMENTS
|
16
|
|
24.
|
ENTIRE AGREEMENT/AMENDMENT
|
16
|
|
25.
|
ASSIGNMENT
|
16
|
|
26.
|
SEVERABILITY
|
17
|
|
27.
|
SUCCESSORS/BINDING AGREEMENT
|
17
|
|
28.
|
CO-OPERATION
|
17
|
|
29.
|
GOVERNING LAW
|
17
|
|
30.
|
COUNTERPARTS
|
17
|
|
|
|
|
1.
|
Scott Kirk of [Address intentionally omitted] (the “
Executive
”); and
|
2.
|
ASPEN INSURANCE UK SERVICES LIMITED (Registered in England No. 1184193), 30 Fenchurch St, London, EC3M 3BD, England (the “
Company
”).
|
1.
|
INTERPRETATION
|
1.1
|
In this Agreement:
|
“
Affiliate
”
|
means any entity directly or indirectly controlling, controlled by, or under common control with Holdings; or any other entity designated by the Board of Directors of Holdings in which Holdings or an Affiliate has an interest;
|
“
Board
”
|
means the Board of Directors of the Company from time to time;
|
“
Chief Executive Officer
”
|
means the Chief Executive Officer of Holdings from time to time;
|
“
Group
”
|
means Holdings and its Affiliates (and “
Group Company
” means Holdings or any one of its Affiliates);
|
“
Holdings
”
|
means Aspen Insurance Holdings Limited, a Bermuda limited company; and
|
“
Manager
”
|
means the Chief Executive Officer of Aspen Insurance or such other person as the Company may nominate from time to time as the person to whom the Executive shall report.
|
1.2
|
In this Agreement references to any statutory provision shall include such provision as from time to time amended, whether before, on or (in the case of re-enactment or consolidation only) after the date hereof, and shall be deemed to include provisions of earlier legislation (as from time to time amended) which have been re-enacted (with or without modification) or replaced (directly or indirectly) by such provision and shall further include all statutory instruments or orders from time to time made pursuant thereto.
|
2.
|
POSITION
|
3.
|
AMENDMENT AND RESTATEMENT
|
3.1
|
This Agreement shall serve as a complete amendment and restatement of the Employment Agreement entered into between the Executive and the Company, dated 24
th
September 2007 (the "
Original Agreement
"). Except as otherwise provided herein, all terms of the Original Agreement shall be superseded by the terms of this Agreement and, upon execution of this Agreement, the Original Agreement shall be of no further force and effect.
|
3.2
|
The Company shall employ the Executive, and the Executive shall serve the Company, on the terms and conditions set forth in this Agreement, effective 23 April 2014 (the “
Effective Date
”) and continuing unless and until terminated in accordance with the provisions contained in this Agreement. Notwithstanding the preceding sentence, the Executive’s period of continuous service with the Company for all purposes shall be deemed to have commenced with effect from the date of the Original Agreement.
|
4.
|
DUTIES
|
4.1
|
During his employment hereunder the Executive shall:
|
(a)
|
report to the Manager and perform the duties and exercise the powers and functions which from time to time may reasonably be assigned to or vested in him by the Board, the Manager or the Chief Executive Officer in relation to the Company and any other Group Company to the extent consistent with his job title set out in Clause 2 (without being entitled to any additional remuneration in respect of such duties for any Group Company);
|
(b)
|
devote the whole of his working time, attention and ability to his duties in relation to the Company and any other Group Company at such place or places as the Board shall determine. The Executive shall work at the Company’s premises at 30 Fenchurch St, London EC3M 3BD, or such other place as the Company and the Executive shall mutually agree, provided that the Executive shall not be required to reside outside the United Kingdom without his consent;
|
(c)
|
comply with all reasonable requests, instructions and regulations given or made by the Board (or by anyone authorised by it) and promptly provide such explanations, information and assistance as to the performance of his duties assigned to him under this Agreement as the Board, the Manager or the Chief Executive Officer may reasonably require;
|
(d)
|
faithfully and loyally serve the Company and each other Group Company to the best of his ability and use his utmost endeavours to promote its interests in all respects;
|
(e)
|
not engage in any activities which would detract from the proper performance of his duties hereunder, nor without the prior written consent of the Board in any capacity including as director, shareholder, principal, consultant, agent, partner or employee of any other company, firm or person (save as the holder for investment of securities which do not exceed three percent (3%) in nominal value of the share capital or stock of any class of any company quoted on a recognised stock exchange) engage or be concerned or interested directly or indirectly in any other trade, business or occupation whatsoever; and
|
(f)
|
comply (and shall use every reasonable endeavour to procure that his spouse and minor children will comply) with all applicable rules of law, stock exchange regulations, individual registration requirements (at a cost to be borne by the Company) and codes of conduct of the Company and any other Group Company in effect with respect to dealing in shares, debentures or other securities of the Company or other Group Company.
|
4.2
|
Nothing herein shall preclude the Executive from (a) serving on the boards of directors of a reasonable number of other corporations subject to the approval of the Chief Executive Officer in each case, which approval shall not be unreasonably withheld, (b) serving on the boards of a reasonable number of trade associations subject to the approval of the Chief Executive Officer in each case, which approval shall not unreasonably be withheld, and/or charitable organizations, (c) engaging in any charitable activities and community affairs, and (d) managing his personal investments and affairs, provided that such activities set forth in this Clause 4.2 do not significantly interfere with the performance of his duties and responsibilities to any Group Company.
|
5.
|
REMUNERATION
|
5.1
|
The Executive shall be paid by way of remuneration for his services during his employment hereunder a salary at the rate (the “
Salary Rate
”) of £233,810 per annum, subject to increase pursuant to Clause 5.2.
|
5.2
|
The Company shall review the Salary Rate for increase at least once each year, and any change in the Salary Rate resulting from such review will take effect from 1 April in the relevant year. The Company’s review shall take into consideration, among other factors, the base salary paid to individuals performing similar services at comparable companies based in Bermuda, the United Kingdom and the United States, as well as other relevant local or global talent pool comparables, it being expressly understood that while it is intended that the
|
5.3
|
The Executive’s salary will be payable by equal monthly instalments; each monthly instalment will be in respect of a calendar month and will be paid on or before the last day of such calendar month. Where the employment has begun or ended in a calendar month, salary in respect of that month will be the proportion of a normal month’s instalments which the days of employment in that month bear to the total days in the month.
|
5.4
|
The Executive shall be eligible for a cash bonus based on an annual bonus potential of 60% during his employment hereunder of such amounts (if any) at such times and subject to such conditions as the Compensation Committee of the Board of Directors of Holdings (the “
Compensation Committee
”) may in its absolute discretion decide. This bonus potential shall not act as either a cap or floor and the actual bonus paid to the Executive for any year in question will be subject to consideration by the Compensation Committee of both the Executive’s own performance (based upon recommendation by the Manager and the Chief Executive Officer) and the performance of the Group. As a result, the actual bonus paid in any year may be more or less than this potential amount.
|
5.5
|
The Executive will be eligible for consideration for LTIP awards issued by Holdings and future years. Any such grant, however, remains subject to the absolute discretion of the Chief Executive Officer and the Compensation Committee and the Executive shall have no guarantee of participation in any future LTIP awards. In addition, the form of any award issued under the LTIP programs may vary, but in all cases will be subject to the rules of the Aspen Insurance Holdings Limited 2013 Share Incentive Plan or replacement plans.
|
5.6
|
The Company may withhold from amounts payable under this Agreement all applicable taxes that are required to be withheld by applicable laws or regulations.
|
6.
|
PENSION AND INSURANCE BENEFITS
|
6.1
|
During his employment hereunder, the Executive shall be a member of the pension scheme established by the Board (the “
Scheme
”). The Executive’s membership in the Scheme shall be subject to the provisions thereof as may be amended from time to time.
|
6.2
|
During his employment hereunder, the Executive shall be entitled to participate in all employee benefit and perquisite plans and programs made available to the Company’s senior level executives or to its employees generally, as such plans or programs may be in effect from time to time.
|
6.3
|
During his employment hereunder, the Company shall provide the Executive with medical insurance, permanent health insurance, personal accident insurance and
|
7.
|
EXPENSES
|
8.
|
HOLIDAYS AND HOLIDAY PAY
|
8.1
|
In addition to public holidays in England, during his employment hereunder, the Executive shall be entitled to 25 working days’ paid holiday per holiday year and, if applicable, such additional days as are set out in the Company’s standard terms and conditions of employment from time to time, during each holiday year to be taken at such time or times as may be agreed with the Manager. Except as otherwise provided in the Company’s holiday policy, the Executive may not carry forward any unused part of his holiday entitlement to a subsequent holiday year and the Executive shall not be entitled to any salary in lieu of untaken holiday.
|
8.2
|
For the holiday year during which the Executive’s employment hereunder commences or terminates he shall be entitled to such proportion of his annual holiday entitlement as the period of his employment in each such holiday year bears to one holiday year as set out in the Company’s holiday policy. Upon termination of his employment for whatever reason, he shall, if appropriate, be entitled to salary in lieu of any outstanding holiday entitlement.
|
9.
|
DISABILITY OR DEATH
|
9.1
|
The Company reserves the right at any time to require the Executive (at the expense of the Company) to be examined by a medical adviser nominated by the Company and the Executive consents to the medical adviser disclosing the results of the examination to the Company and shall provide the Company with such formal consents as may be necessary for this purpose.
|
9.2
|
If the Executive shall be prevented by illness, accident or other incapacity from properly performing his duties hereunder he shall report this fact forthwith to the Company Secretary’s office and if he is so prevented for seven or more consecutive days he shall if required by the Company provide an appropriate doctor’s certificate.
|
9.3
|
If the Executive shall be absent from his duties hereunder owing to illness, accident or other incapacity duly certified in accordance with the provisions of Clause 9.2 he shall be paid his full remuneration for any period of absence of up to a maximum of 26 weeks in the aggregate in any period of 52 consecutive weeks and thereafter, subject to the provisions of Clause 15, to such remuneration (if any) as the Board shall in its absolute discretion allow.
|
9.4
|
If the Executive shall be, on the basis of a medical report supplied to the Company following his having undergone a medical examination pursuant to Clause 9.1, in the opinion of the Board unfit ever to return to his duties (but in such circumstances and prior to any action being taken under this Clause, the Executive shall have the right to have a second medical report from a duly qualified doctor or medical adviser selected by the Executive and approved by the Board, which approval shall not be unreasonably withheld) the Company shall be entitled to place the Executive on permanent sick leave without pay or benefits (other than permanent health insurance benefits) with effect from any time on or after the commencement of payments under the permanent health insurance arrangements referred to in Clause 6.3.
|
9.5
|
In the event that the Executive’s employment is terminated due to his death, his estate or his beneficiaries, as the case may be, shall be entitled to: (a) salary at his Salary Rate up to and including the end of the month in which his death occurs, (b) the annual incentive award, if any, to which the Executive would have been entitled to pursuant to Clause 5.2 for the year in which the Executive’s death occurs, multiplied by a fraction, the numerator of which is the number of days that the Executive was employed during the applicable year and the denominator of which is 365, and (c) the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed, all of which amounts shall be payable in a lump sum in cash within 30 days after his death, except that the pro-rated annual incentive award shall be payable when such award would have otherwise been payable had the Executive not died.
|
10.
|
CONFIDENTIAL INFORMATION
|
10.1
|
Except as otherwise provided in this Clause 10, the Executive shall not during his employment hereunder or at any time after his termination for any reason whatsoever disclose to any person whatsoever or otherwise make use of any Confidential Information.
|
10.2
|
As used in this Clause 10, the term “
Confidential Information
” shall mean any confidential or secret information which he has or may have acquired in the course of his employment relating to the Company or any other Group Company or any customers or clients of the Company or any other Group Company, including without limiting the generality of the foregoing:
|
(a)
|
confidential or secret information relating to the past, current or future business, finances, activities and operations of the Company or any other Group Company;
|
(b)
|
confidential or secret information relating to the past, current or future business, finances, activities and operations of any third party to the extent that such information was obtained by the Company or any other Group Company pursuant to a confidentiality agreement;
|
10.3
|
The Executive will only use Confidential Information for the benefit of the Company or any other Group Company in the course of his employment and shall at all times exercise all due care and diligence to prevent the unauthorised disclosure or use of Confidential Information.
|
10.4
|
In the event that the Executive becomes compelled by a court or administrative order to disclose any of the Confidential Information other than as permitted pursuant to this Clause 10, he will provide prompt notice to the Company so that the Company may seek a protective order or other appropriate remedy. In the event the Company fails to seek, or seeks and fails to obtain, such a protective order or other protective remedy, the Executive will furnish only that portion of the Confidential Information that, in the opinion of his counsel, he is legally required to furnish.
|
11.
|
COPYRIGHT AND DESIGNS
|
11.1
|
The Executive hereby assigns to the Company all present and future copyright, design rights and other proprietary rights if any for the full term thereof throughout the world in respect of all works originated by him at any time during the period of his employment by the Company or any other Group Company whether during the course of his normal duties or other duties specifically assigned to him (whether or not during normal working hours) either alone or in conjunction with any other person and in which copyright or design rights may subsist except only those designs or other works written, originated, conceived or made by him wholly unconnected with his service hereunder.
|
11.2
|
The Executive agrees and undertakes that he will execute such deeds or documents and do all such acts and things as may be necessary or desirable to substantiate the rights of the Company in respect of the matters referred to in this Clause. To secure his obligation under this Agreement the Executive irrevocably appoints the Company to be his attorney in his name and on his behalf to execute such deeds or documents and do all such acts and things as may be necessary or
|
11.3
|
The Executive hereby irrevocably waives all moral rights that he had or may have in any of the works referred to in Clause 11.1, subject to the exception therein.
|
12.
|
GRATUITIES AND CODES OF CONDUCT
|
12.1
|
The Executive shall comply with all codes of conduct from time to time adopted by the Board or the Board of Directors of Holdings.
|
12.2
|
The Executive shall not, except in accordance with Holdings’ Gift and Hospitality Policy and any other code of conduct adopted by the Board or the Board of Directors of Holdings or with the prior written consent of the Board or the Board of Directors of Holdings, directly or indirectly accept any commission, rebate, discount, gratuity or gift, in cash or in kind, from any person who has or is likely to have a business relationship with the Company or any other Group Company and shall notify the Company upon acceptance by the Executive of any commission, rebate, discount, gratuity or gift in accordance with Holdings’ Gift and Hospitality Policy or any other code of conduct from time to time adopted by the Board or the Board of Directors of Holdings.
|
13.
|
RESTRICTIVE COVENANTS
|
13.1
|
For the purpose of this Clause:
|
13.2
|
The Executive covenants with the Company that he will not during his employment and, in the event of resignation by the Executive (whether with or without Good Reason) or dismissal of the Executive by the Company (whether with or without Cause) for the period of 12 months after the termination of his employment (such period to be reduced by the amount of time during which, if at all, the Company exercises all or any of its rights under Clause 17.3) without the prior written consent of the Board either alone or jointly with or on behalf of any person or entity, whether as an individual proprietor, partner, stockholder, officer, employee, consultant, director, joint venturer, investor, lender or in any other capacity, directly or indirectly:
|
13.2.1
|
canvass, solicit or approach or cause to be canvassed or solicited or approached for orders in respect of any services provided and/or any products sold by the Company or any other Group Company to any Restricted Person;
|
13.2.2
|
solicit or entice away or endeavour to solicit or entice away from the Company or any other Group Company any Key Employee; or
|
13.2.3
|
hire or endeavour to hire or reach any agreement (oral or written) with to the prospective hiring of any Key Employee (including any person employed or engaged by the Company or any other Group Company during the 12-month period preceding the date of termination of the Executive’s employment who would have been a Key Employee if employed or engaged by the Company or any other Group Company as of date of termination of the Executive’s employment).
|
13.3
|
The Executive further covenants with the Company that, in the event of resignation by the Executive (whether with or without Good Reason) or the dismissal of the Executive by the Company without Cause he will not, for the period of 12 months after the termination of his employment (such period to be reduced by the amount of time during which, if at all, the Company exercises all or any of its rights under Clause 17.3), be employed, engaged, interested in or concerned with any business or undertaking which is engaged in or carries on business in the United Kingdom, Bermuda or the United States which is or is about to be in competition with the Business;
|
13.4
|
The Executive further covenants with the Company that during his employment and at all times thereafter, the Executive will not make any disparaging, derogatory or defamatory comments regarding the Company or any other Group Company or its or their respective current or former directors, officers,
|
13.5
|
The covenants contained in Clauses 13.2, 13.3 and 13.4 are intended to be separate and severable and enforceable as such. It is expressly understood and agreed that although the Executive and the Company consider the restrictions contained in this Clause 13 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Executive, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
|
13.6
|
The Executive acknowledges and agrees that the Company’s remedies at law for a breach of any of the provisions of Clauses 10, 11 or 13 would be inadequate and the Company would suffer irreparable damages as a result of such breach. In recognition of this fact, the Executive agrees that, in the event of such a breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
|
14.
|
TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL
|
14.1
|
If the employment of the Executive hereunder shall be terminated solely by reason of the liquidation of any Group Company for the purposes of amalgamation or reconstruction or as part of any arrangement for the amalgamation of the undertaking of such Group Company not involving liquidation (in each case, other than a Change in Control, as defined below) and the Executive shall be offered employment with the amalgamated or reconstructed company on the same terms as the terms of this Agreement, the Executive shall have no claim against the Company or any Group Company in respect of the termination of his employment by the Company.
|
14.2
|
If the employment of the Executive hereunder shall be terminated by the Company without Cause or by the Executive with Good Reason within the six-month period prior to a Change in Control or within the two-year period after a Change in Control, in addition to the benefits provided in Clause 18.2, the
|
15.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
|
15.1
|
The Company, without prejudice to any remedy which it may have against the Executive for the breach or non-performance of any of the provisions of this Agreement, may by notice in writing to the Executive forthwith terminate his employment for “Cause”. In the event the Company terminates the Executive’s employment for Cause, the Executive shall be entitled to salary at his Salary Rate through the date of termination.
|
(a)
|
becomes bankrupt or becomes the subject of an interim order under the Insolvency Act 1986 or makes any arrangement or composition with his creditors; or
|
(b)
|
is convicted of any criminal offence (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which a penalty other than imprisonment is imposed); or
|
(c)
|
is guilty of any serious misconduct, any conduct tending to bring the Company or any other Group Company or himself into serious disrepute, or any material breach or non-observance of any of the provisions of this Agreement, or conducts himself in a way which is materially prejudicial or calculated to be materially prejudicial to the business of the Group; or
|
(d)
|
is guilty of any repeated material breach or non-observance of any code of conduct or fails or ceases to be registered (where such registration is, in the reasonable opinion of the Board, required for the performance of his duties) by any regulatory body in the United Kingdom or elsewhere.
|
16.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
|
16.1
|
The Company may terminate the employment of the Executive at any time during the employment hereunder without Cause by either (i) giving to the Executive 12 months’ prior notice in writing; or (ii) terminating the employment of the Executive immediately and paying the Executive in lieu of the notice to which he would have otherwise been entitled under (i) above (which payment in lieu shall be deemed to be included within the Severance Payment referred to in Clause 18.2).
|
17.
|
TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
|
17.1
|
The Executive shall have the right to terminate his employment at any time for Good Reason by immediate notice if, following submission of the written notice by the Executive to the Company detailing the events alleged to constitute Good Reason in accordance with this Clause, the Company shall have failed to cure such events within the 30 day period following submission of such notice. For purposes of this Agreement, “
Good Reason
” shall mean (i) a material reduction in the Executive’s annual base salary or annual incentive award opportunity, other than as part of an across-the-board compensation reduction for all senior executive officers of the Company, (ii) a material diminution in the Executive’s duties, authority, responsibilities or title, or the assignment to the Executive of duties or responsibilities which are materially inconsistent with his positions, (iii) the removal of the Executive from the position described in Clause 2, or (iv) the Company’s requiring the Executive to be based at any office or location more than fifty (50) miles from the Executive’s office as of the date hereof;
provided,
however
, that no such event(s) shall constitute Good Reason unless the Executive provides the notice required by this Clause 17.1 within 90 days following Executive becoming aware of such event and the Company shall have failed to cure such event(s) within 30 days after receipt by the Company from the Executive of written notice describing in detail such event(s).
|
17.2
|
The Executive shall have the right to terminate his employment at any time without Good Reason upon giving 12 months’ prior written notice to the Company.
|
17.3
|
If the Executive gives notice to terminate his employment without Good Reason under Clause 17.2 or if the Executive seeks to terminate his employment without Good Reason and without the notice required by Clause 17.2 or the Company gives notice to terminate the Executive’s employment under Clause 16.1(i), then provided the Company continues to provide the Executive with the salary and
|
(a)
|
to exclude the Executive from any premises of the Company or any Group Company and require the Executive not to attend at any premises of the Company or any Group Company; and/or
|
(b)
|
to require the Executive to carry out no duties; and/or
|
(c)
|
to require the Executive not to communicate or deal with any employees, agents, consultants, clients or other representatives of the Company or any other Group Company; and/or
|
(d)
|
to require the Executive to resign with immediate effect from any offices he holds with the Company or any other Group Company (and any related trusteeships); and/or
|
(e)
|
to require the Executive to take any holiday which has accrued under Clause 8 during the Garden Leave Period.
|
18.
|
OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS
|
18.1
|
Upon the termination of his employment hereunder for whatever reason the Executive shall:
|
(a)
|
deliver up to the Company all keys, credit cards, correspondence, documents, specifications, reports, papers and records (including any computer materials such as discs or tapes) and all copies thereof and any other property (whether or not similar to the foregoing or any of them) belonging to the Company or any other Group Company which may be in his possession or under his control, and (unless prevented by the owner thereof) any such property belonging to others which may be in his possession or under his control and which relates in any way to the business or affairs of the Company or any other Group Company or any supplier, agent, distributor or customer of the Company or any other Group Company, and he shall not without written consent of the Board retain any copies thereof;
|
(b)
|
if so requested send to the Company Secretary a signed statement confirming that he has complied with Clause 18.1(a);
|
(c)
|
not at any time make any untrue or misleading oral or written statement concerning the business and affairs of the Company or any other Group Company or represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or any other Group Company (except as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements); and
|
(d)
|
except as may otherwise be requested by the Company or any other Group Company in writing and agreed upon in writing by the Executive, be deemed to have resigned, effective immediately, from all offices, directorships, committee memberships, and any other positions, if any, then held with the Company or any other Group Company.
|
18.2
|
In the event of a termination of Executive’s employment hereunder by the Executive with Good Reason or by the Company without Cause (other than by reason of death or illness, accident or other incapacity duly certified in accordance with the provisions of Clause 9.2), the Executive shall be entitled to (a) salary at his Salary Rate through the date in which his termination occurs; (b) the lesser of (x) the target annual bonus award for the year in which the Executive’s termination occurs, and (y) the average of the annual bonus awards received by the Executive for the three complete years immediately prior to the year of termination (or, if less, the number of complete prior years in which the Executive was employed by the Company), multiplied by a fraction, the numerator of which is the number of days that the Executive was employed during the applicable year and the denominator of which is 365; (c) subject to Clause 18.3 below, the sum of (x) the Executive’s highest Salary Rate during the term of this Agreement and (y) the average of the annual bonus awards received by the Executive for the three complete years immediately prior to the year of termination (or, if less, the number of complete years employed by the Company) (the sum of (x) and (y) hereafter referred to as the “
Severance Payment
”), and (d) the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed as of the date of termination, but which have not yet been paid, all of which amounts shall be payable in a lump sum in cash within 30 days after his termination. In the event that the Company terminates the Executive’s employment without Cause under the provisions of Clause 16.1(ii) the parties acknowledge that the Severance Payment will be inclusive of the Executive’s rights to be paid in lieu of the 12 months’ notice period to which he is entitled under that Clause.
|
18.3
|
In the event that the Executive’s employment is terminated by the Company without Cause under the provisions of Clause 16.1(i) and the Company exercises all or any of its rights under Clause 17.3 during the 12 months’ notice period, the Severance Payment shall be reduced by a sum equal to the total salary and bonus payments received by the Executive during the Garden Leave Period.
|
18.4
|
Upon any termination of employment, the Executive shall be entitled to (a) any expense reimbursement due to him and (b) other benefits (if any) in accordance with the applicable plans and programs of the Company.
|
18.5
|
In the event of any termination of employment under this Agreement, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain.
|
19.
|
EFFECT OF TERMINATION OF THIS AGREEMENT
|
19.1
|
The termination of this Agreement or the Executive’s employment however arising shall not operate to affect any of the provisions hereof which are expressed to operate or have effect thereafter and shall not prejudice the exercise of any right or remedy of either party accrued beforehand.
|
20.
|
GENERAL RELEASE
|
21.
|
OTHER TERMS AND CONDITIONS
|
21.1
|
The following particulars are given in compliance with the requirements of Section 1 of the Employment Rights Act 1996:
|
(a)
|
The Executive’s period of continuous employment, which will begin on a date to be agreed, shall be recognised by the Company.
|
(b)
|
The Executive’s hours of work shall be the normal hours of work of the Company which are from 9.00 am to 5.00 pm together with such additional hours as may be necessary without additional remuneration for the proper discharge of his duties hereunder to the satisfaction of the Board.
|
(c)
|
If the Executive is dissatisfied with any disciplinary decision or if he has any grievance relating to his employment hereunder he should refer such disciplinary decision or grievance to the Board and the reference will be dealt with by discussion at and decision of a duly convened meeting of the Board.
|
(d)
|
A contracting-out certificate is not currently in force in respect of the Executive’s employment hereunder.
|
(e)
|
Save as otherwise herein provided there are no terms or conditions of employment relating to hours of work or to normal working hours or to entitlement to holiday (including public holidays) or holiday pay or to incapacity for work due to sickness or injury or to pensions or pension schemes or to requirements to work abroad and no collective agreement has any effect upon the Executive’s employment hereunder.
|
21.2
|
The Executive represents and warrants to the Company that—
|
(a)
|
the Executive is entering into this Agreement voluntarily and that his employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by him of any agreement to which he is a party or by which he may be bound;
|
(b)
|
the Executive has not violated, and in connection with his employment with the Company will not violate, any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer by which he is or may be bound;
|
(c)
|
in connection with his employment with the Company, the Executive will not use any confidential or proprietary information he may have obtained in connection with employment with any prior employer; and
|
(d)
|
the Executive is legally permitted to work in the United Kingdom and, upon request by the Company, will furnish appropriate supporting documentation.
|
22.
|
NOTICES
|
23.
|
PREVIOUS AND OTHER AGREEMENTS
|
24.
|
ENTIRE AGREEMENT/AMENDMENT
|
25.
|
ASSIGNMENT
|
26.
|
SEVERABILITY
|
27.
|
SUCCESSORS/BINDING AGREEMENT
|
28.
|
CO-OPERATION
|
29.
|
GOVERNING LAW
|
30.
|
COUNTERPARTS
|
By:
|
/s/ Michael Cain ______________________________
Name: Michael Cain Title: Group General Counsel |
(1)
|
ASPEN INSURANCE UK SERVICES LIMITED, (Registered in England No. 1184193), 30 Fenchurch Street, London EC3M 3BD, England (the “
Company
”); and
|
(2)
|
[xxx] of [Address] (hereinafter referred to as the “
Executive
”).
|
1.
|
INTERPRETATION
|
1.
|
In this Agreement:
|
2.
|
“
Group Company
” shall mean any holding company of the Company from time to time and any subsidiary of the Company or of any such holding company from time to time. The terms “holding company” and “subsidiary” shall have the meanings ascribed to them by Section 736 of the Companies Act 1985, as amended; and
|
3.
|
“
Service Agreement
” shall mean the service agreement entered into between the Executive and the Company dated [], as subsequently amended.
|
2.
|
TERMINATION DATE
|
3.
|
PAYMENT OF SALARY, ETC.
|
4.
|
TERMINATION SUMS
|
(i)
|
£[
appropriate figure to be inserted
] in respect of the Executive’s entitlement to an annual incentive award for the year in which the termination of the Executive’s employment with the Company occurs, as calculated in accordance with Clause 18.2(b) of the Service Agreement;
|
(ii)
|
the sum of £[
appropriate figure to be inserted
] in respect of the Executive’s entitlement to a Severance Payment, as calculated in accordance with Clauses 18.2(c) and 18.3 of the Service Agreement; and
|
(iii)
|
the sum of £[
appropriate figure to be inserted
] in respect of the Executive’s entitlement to the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed as at the Termination Date but not yet paid, as calculated in accordance with Clause 18.2(d) of the Service Agreement.
|
5.
|
SHARE OPTIONS
|
6.
|
WAIVER OF CLAIMS
|
7.
|
CONFIRMATION OF NO BREACHES
|
8.
|
LEGAL ADVICE
|
9.
|
SATISFACTION OF STATUTORY CONDITIONS
|
(a)
|
This Agreement satisfies the conditions for regulating compromise agreements under Section 203 of the Employment Rights Act 1996, Regulation 35 of the Working Time Regulations 1998, Section 77 of the Sex Discrimination Act 1975, Section 72 of the Race Relations Act 1976, Section 9 of the Disability Discrimination Act 1995, Regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Section 49 of the National Minimum Wage Act 1998, Paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003 and Paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003.
|
(b)
|
The Executive is aware of his rights under the Employment Rights Act 1996, the Working Time Regulations 1998, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the National Minimum Wage Act 1998, the Employment Equality (Religion or Belief) Regulations 2003 and the Employment Equality (Sexual Orientation) Regulations 2003 and has informed the Company of any and all claims that he might seek to bring arising from his employment or termination of employment. This Agreement relates to his claims for breach of contract, unfair dismissal, sex discrimination, race discrimination, disability discrimination, sexual orientation discrimination, religion or belief discrimination, any claim under the Working Time Regulations 1998, any claim under the National Minimum Wage Act 1998, the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 or any claim for unlawful deductions from wages under the Employment Rights Act 1996.
|
10.
|
POST-TERMINATION RESTRAINTS
|
11.
|
RETURN OF COMPANY PROPERTY
|
12.
|
CONFIDENTIALITY
|
(a)
|
disclose the existence or terms of this Agreement to anyone (other than to the Executive’s professional advisers, the Inland Revenue or any other competent authority or the Executive’s spouse); or
|
(b)
|
directly or indirectly disseminate, publish or otherwise disclose (or allow to be disseminated, published or otherwise disclosed) by any means (whether oral, written or otherwise) or medium (including without limitation electronic, paper, radio or television) any information directly or indirectly relating to the termination of the Executive’s employment.
|
13.
|
NO ADMISSION OF LIABILITY
|
14.
|
TAX INDEMNITY
|
15.
|
ENTIRE AGREEMENT
|
16.
|
THIRD PARTY RIGHTS
|
17.
|
APPLICABLE LAW
|
NAME OF SUBSIDIARY
|
JURISDICTION OF INCORPORATION
|
Acorn Limited
|
Bermuda
|
Aspen Bermuda Limited
|
Bermuda
|
Aspen Capital Management, Ltd
|
Bermuda
|
Aspen Cat Fund Limited
|
Bermuda
|
Peregrine Reinsurance Ltd
|
Bermuda
|
Silverton Re Ltd.
|
Bermuda
|
Aspen Insurance UK Limited
|
United Kingdom
|
Aspen (UK) Holdings Limited
|
United Kingdom
|
Aspen (US) Holdings Limited
|
United Kingdom
|
Aspen European Holdings Limited
|
United Kingdom
|
Aspen Insurance UK Services Limited
|
United Kingdom
|
AIUK Trustees Limited
|
United Kingdom
|
Aspen Risk Management Limited
|
United Kingdom
|
Aspen Managing Agency Limited
|
United Kingdom
|
Aspen Underwriting Limited
|
United Kingdom
|
APJ Continuation Limited
|
United Kingdom
|
Aspen UK Syndicate Services Limited
|
United Kingdom
|
Aspen Recoveries Limited
|
United Kingdom
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APJ Asset Protection Jersey Limited
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Jersey
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Aspen U.S. Holdings, Inc.
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Delaware
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Aspen American Insurance Company
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Texas
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Aspen Specialty Insurance Company
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North Dakota
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Aspen Specialty Insurance Management, Inc.
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Massachusetts
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Aspen Capital Advisors Inc.
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Delaware
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Aspen Insurance U.S. Services Inc.
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Delaware
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Aspen Re America, Inc.
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Delaware
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Aspen Specialty Insurance Solutions LLC
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California
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Aspen Re America CA LLC
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California
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Aspen Re America Risk Solutions LLC
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Connecticut
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1.
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I have reviewed this annual report on Form 10-K of Aspen Insurance Holdings Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Christopher O’Kane
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Name:
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Christopher O’Kane
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Date: February 23, 2015
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Title:
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Aspen Insurance Holdings Limited;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Scott Kirk
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Name:
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Scott Kirk
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Date:February 23, 2015
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Title:
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: February 23, 2015
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||||
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By:
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/s/ Christopher O’Kane
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Name:
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Christopher O’Kane
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Title:
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Chief Executive Officer
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||||
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Date: February 23, 2015
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||||
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By:
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/s/ Scott Kirk
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Name:
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Scott Kirk
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Title:
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Chief Financial Officer
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