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 (re)insurance products and cyclical changes in the (re)insurance 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 (re)insurers 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 teams 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 floods in the U.K., the port explosion in Tianjin, China and a dam collapse in Brazil in 2015, 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, 2015
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Twelve Months Ended December 31, 2014
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Twelve Months Ended December 31, 2013
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|||||||||||||||
Business Segment
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Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums
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|
% of Total
|
|
Gross
Written Premiums
|
|
% of Total
|
|||||||||
|
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($ in millions, except for percentages)
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|||||||||||||||||||
Reinsurance
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$
|
1,248.9
|
|
|
41.7
|
%
|
|
$
|
1,172.8
|
|
|
40.4
|
%
|
|
$
|
1,133.9
|
|
|
42.8
|
%
|
|
Insurance
|
|
1,748.4
|
|
|
58.3
|
|
|
1,729.9
|
|
|
59.6
|
|
|
1,512.8
|
|
|
57.2
|
|
||||
Total
|
|
$
|
2,997.3
|
|
|
100.0
|
%
|
|
$
|
2,902.7
|
|
|
100.0
|
%
|
|
$
|
2,646.7
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
122.8
|
|
|
9.8
|
%
|
|
$
|
114.4
|
|
|
9.8
|
%
|
|
$
|
100.2
|
|
|
8.8
|
%
|
|
Caribbean
|
|
13.5
|
|
|
1.1
|
|
|
11.0
|
|
|
0.9
|
|
|
9.7
|
|
|
0.9
|
|
||||
Europe (excluding U.K.)
|
|
100.9
|
|
|
8.1
|
|
|
101.3
|
|
|
8.6
|
|
|
101.8
|
|
|
9.0
|
|
||||
United Kingdom
|
|
15.3
|
|
|
1.2
|
|
|
15.5
|
|
|
1.3
|
|
|
15.6
|
|
|
1.4
|
|
||||
United States & Canada
(1)
|
|
530.1
|
|
|
42.5
|
|
|
453.6
|
|
|
38.7
|
|
|
466.2
|
|
|
41.1
|
|
||||
Worldwide excluding United States
(2)
|
|
40.3
|
|
|
3.2
|
|
|
50.6
|
|
|
4.3
|
|
|
53.0
|
|
|
4.7
|
|
||||
Worldwide including United States
(3)
|
|
345.9
|
|
|
27.7
|
|
|
363.8
|
|
|
31.0
|
|
|
331.7
|
|
|
29.3
|
|
||||
Others
|
|
80.1
|
|
|
6.4
|
|
|
62.6
|
|
|
5.4
|
|
|
55.7
|
|
|
4.8
|
|
||||
Total
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
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, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Property catastrophe reinsurance
|
|
$
|
274.3
|
|
|
22.0
|
%
|
|
$
|
301.5
|
|
|
25.7
|
%
|
|
$
|
273.3
|
|
|
24.1
|
%
|
|
Other property reinsurance
|
|
360.3
|
|
|
28.8
|
|
|
343.0
|
|
|
29.3
|
|
|
302.8
|
|
|
26.7
|
|
||||
Casualty reinsurance
|
|
287.5
|
|
|
23.0
|
|
|
281.9
|
|
|
24.0
|
|
|
312.3
|
|
|
27.5
|
|
||||
Specialty reinsurance
|
|
326.8
|
|
|
26.2
|
|
|
246.4
|
|
|
21.0
|
|
|
245.5
|
|
|
21.7
|
|
||||
Total
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
17.2
|
|
|
1.0
|
%
|
|
$
|
15.7
|
|
|
0.9
|
%
|
|
$
|
8.2
|
|
|
0.5
|
%
|
|
Caribbean
|
|
6.8
|
|
|
0.4
|
|
|
8.7
|
|
|
0.5
|
|
|
4.7
|
|
|
0.3
|
|
||||
Europe (excluding U.K.)
|
|
12.7
|
|
|
0.7
|
|
|
12.6
|
|
|
0.7
|
|
|
10.4
|
|
|
0.7
|
|
||||
United Kingdom
|
|
208.2
|
|
|
11.9
|
|
|
193.8
|
|
|
11.2
|
|
|
150.8
|
|
|
10.0
|
|
||||
United States & Canada
(1)
|
|
949.4
|
|
|
54.3
|
|
|
903.7
|
|
|
52.3
|
|
|
713.4
|
|
|
47.2
|
|
||||
Worldwide excluding United States
(2)
|
|
66.9
|
|
|
3.8
|
|
|
65.6
|
|
|
3.8
|
|
|
92.7
|
|
|
6.1
|
|
||||
Worldwide including United States
(3)
|
|
447.7
|
|
|
25.6
|
|
|
488.0
|
|
|
28.2
|
|
|
495.7
|
|
|
32.8
|
|
||||
Others
|
|
39.5
|
|
|
2.3
|
|
|
41.8
|
|
|
2.4
|
|
|
36.9
|
|
|
2.4
|
|
||||
Total
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
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, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
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
|
|
$
|
890.6
|
|
|
51.0
|
%
|
|
$
|
801.0
|
|
|
46.3
|
%
|
|
$
|
654.1
|
|
|
43.2
|
%
|
|
Marine, aviation and energy insurance
|
|
427.3
|
|
|
24.0
|
|
|
519.3
|
|
|
30.0
|
|
|
523.4
|
|
|
34.6
|
|
||||
Financial and professional lines insurance
|
|
430.5
|
|
|
25.0
|
|
|
409.6
|
|
|
23.7
|
|
|
335.3
|
|
|
22.2
|
|
||||
Total
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
100.0
|
%
|
•
|
operate within agreed boundaries as defined by the Aspen Underwriting Principles for the relevant class 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 classes 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 class of business, and where appropriate, by deploying one or more actuarial models either developed internally or licensed from third-party providers;
|
•
|
maintain a 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 key 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 key risk limits for each material component of risk;
|
•
|
the cascading of key 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, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
367.2
|
|
|
29.4
|
%
|
|
$
|
321.3
|
|
|
27.4
|
%
|
|
$
|
298.2
|
|
|
26.3
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
307.2
|
|
|
24.6
|
|
|
287.3
|
|
|
24.5
|
|
|
267.6
|
|
|
23.6
|
|
||||
Willis Group Holdings, Ltd.
|
|
291.0
|
|
|
23.3
|
|
|
287.3
|
|
|
24.5
|
|
|
274.4
|
|
|
24.2
|
|
||||
Others
|
|
283.5
|
|
|
22.7
|
|
|
276.9
|
|
|
23.6
|
|
|
293.7
|
|
|
25.9
|
|
||||
Total
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
|
$
|
1,133.9
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
192.5
|
|
|
11.0
|
%
|
|
$
|
196.0
|
|
|
11.3
|
%
|
|
$
|
146.7
|
|
|
9.7
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
155.1
|
|
|
8.9
|
|
|
151.9
|
|
|
8.8
|
|
|
130.4
|
|
|
8.6
|
|
||||
Willis Group Holdings, Ltd.
|
|
142.7
|
|
|
8.2
|
|
|
110.8
|
|
|
6.4
|
|
|
107.1
|
|
|
7.1
|
|
||||
Ryan Specialty
|
|
106.7
|
|
|
6.1
|
|
|
99.7
|
|
|
5.8
|
|
|
50.6
|
|
|
3.3
|
|
||||
Brownstone Agency
|
|
92.7
|
|
|
5.3
|
|
|
95.8
|
|
|
5.5
|
|
|
94.7
|
|
|
6.2
|
|
||||
Amwins
|
|
76.2
|
|
|
4.4
|
|
|
60.4
|
|
|
3.5
|
|
|
58.9
|
|
|
3.9
|
|
||||
Miller Insurance Services, Ltd.
|
|
50.4
|
|
|
2.9
|
|
|
65.6
|
|
|
3.8
|
|
|
65.0
|
|
|
4.3
|
|
||||
Jardine Lloyd Thompson Ltd.
|
|
49.4
|
|
|
2.8
|
|
|
54.6
|
|
|
3.2
|
|
|
51.1
|
|
|
3.4
|
|
||||
CRC
|
|
42.7
|
|
|
2.4
|
|
|
33.2
|
|
|
1.9
|
|
|
31.1
|
|
|
2.1
|
|
||||
Others
|
|
840.0
|
|
|
48.0
|
|
|
861.9
|
|
|
49.8
|
|
|
777.2
|
|
|
51.4
|
|
||||
Total
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
100.0
|
%
|
|
$
|
1,512.8
|
|
|
100.0
|
%
|
•
|
process, manage and resolve reported insurance or reinsurance claims efficiently and accurately to 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.
|
|
|
As at December 31,
|
|||||||||||||||||||||||||||||||
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|||||||||||
|
|
($ in millions)
|
|||||||||||||||||||||||||||||||
Estimated liability for unpaid losses and loss expenses, net of reinsurance recoverables
|
|
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
|
|
|
4,583.4
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
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
|
|
|
4,244.3
|
|
|
|
|
Two years later
|
|
1,778.8
|
|
|
2,153.1
|
|
|
2,536.0
|
|
|
2,662.5
|
|
|
2,937.6
|
|
|
3,363.5
|
|
|
3,799.3
|
|
|
4,102.6
|
|
|
4,119.6
|
|
|
|
|
|
|
|
Three years later
|
|
1,726.4
|
|
|
2,114.8
|
|
|
2,480.0
|
|
|
2,621.4
|
|
|
2,858.2
|
|
|
3,275.3
|
|
|
3,716.7
|
|
|
3,990.3
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
1,687.2
|
|
|
2,066.4
|
|
|
2,405.3
|
|
|
2,546.9
|
|
|
2,771.6
|
|
|
3,217.6
|
|
|
3,617.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
1,641.2
|
|
|
2,008.1
|
|
|
2,342.7
|
|
|
2,489.9
|
|
|
2,736.1
|
|
|
3,151.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
1,608.2
|
|
|
1,964.2
|
|
|
2,291.7
|
|
|
2,486.0
|
|
|
2,694.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
1,575.9
|
|
|
1,951.2
|
|
|
2,287.4
|
|
|
2,455.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
1,578.2
|
|
|
1,943.4
|
|
|
2,274.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
1,570.5
|
|
|
1,925.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
1,553.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative redundancy
|
|
295.4
|
|
|
426.0
|
|
|
367.2
|
|
|
331.3
|
|
|
314.9
|
|
|
389.1
|
|
|
480.9
|
|
|
290.4
|
|
|
226.6
|
|
|
156.5
|
|
|
|
|
Cumulative paid losses, net of reinsurance recoveries, as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
332.4
|
|
|
585.1
|
|
|
534.2
|
|
|
677.0
|
|
|
550.3
|
|
|
712.9
|
|
|
835.7
|
|
|
912.3
|
|
|
995.6
|
|
|
966.6
|
|
|
|
|
Two years later
|
|
766.9
|
|
|
914.8
|
|
|
990.9
|
|
|
1,080.0
|
|
|
1,076.4
|
|
|
1,103.3
|
|
|
1,314.0
|
|
|
1,608.7
|
|
|
1,629.1
|
|
|
|
|
|
|
|
Three years later
|
|
1,014.6
|
|
|
1,208.3
|
|
|
1,215.8
|
|
|
1,453.9
|
|
|
1,342.5
|
|
|
1,403.6
|
|
|
1,775.0
|
|
|
1,970.3
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
1,225.5
|
|
|
1,347.7
|
|
|
1,497.3
|
|
|
1,599.7
|
|
|
1,557.6
|
|
|
1,694.9
|
|
|
1,975.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
1,313.4
|
|
|
1,547.2
|
|
|
1,600.0
|
|
|
1,722.7
|
|
|
1,750.4
|
|
|
1,833.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
1,434.9
|
|
|
1,605.0
|
|
|
1,658.2
|
|
|
1,843.9
|
|
|
1,823.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
1,483.5
|
|
|
1,629.1
|
|
|
1,701.2
|
|
|
1,874.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
1,490.8
|
|
|
1,655.0
|
|
|
1,719.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
1,510.9
|
|
|
1,663.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
1,516.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31,
|
|||||||||||||||||||||||||||||||
|
|
2005
|
|
2006
|
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|||||||||||
|
|
($ in millions)
|
|||||||||||||||||||||||||||||||
Estimated liability for unpaid losses and loss expenses
|
|
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
|
|
|
4,938.2
|
|
Liability re-estimate as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One year later
|
|
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
|
|
|
4,586.2
|
|
|
|
|
Two years later
|
|
3,027.6
|
|
|
2,634.6
|
|
|
2,896.1
|
|
|
3,011.3
|
|
|
3,330.4
|
|
|
3,689.5
|
|
|
4,187.6
|
|
|
4,568.7
|
|
|
4,438.7
|
|
|
|
|
|
|
|
Three years later
|
|
2,957.4
|
|
|
2,625.9
|
|
|
2,853.5
|
|
|
2,994.3
|
|
|
3,260.4
|
|
|
3,589.0
|
|
|
4,108.7
|
|
|
4,447.5
|
|
|
|
|
|
|
|
|
|
|
Four years later
|
|
2,943.6
|
|
|
2,589.0
|
|
|
2,792.3
|
|
|
2,938.2
|
|
|
3,164.5
|
|
|
3,540.2
|
|
|
4,006.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five years later
|
|
2,909.5
|
|
|
2,541.3
|
|
|
2,733.1
|
|
|
2,874.8
|
|
|
3,140.6
|
|
|
3,474.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six years later
|
|
2,886.0
|
|
|
2,497.3
|
|
|
2,679.2
|
|
|
2,873.1
|
|
|
3,096.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Seven years later
|
|
2,854.8
|
|
|
2,481.5
|
|
|
2,677.0
|
|
|
2,844.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eight years later
|
|
2,854.9
|
|
|
2,474.1
|
|
|
2,665.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine years later
|
|
2,847.6
|
|
|
2,458.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ten years later
|
|
2,832.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative redundancy
|
|
209.5
|
|
|
361.9
|
|
|
280.1
|
|
|
225.9
|
|
|
234.3
|
|
|
346.1
|
|
|
518.7
|
|
|
332.2
|
|
|
240.2
|
|
|
164.6
|
|
|
|
|
As at December 31, 2015
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
1,113.9
|
|
|
$
|
13.0
|
|
|
$
|
(3.8
|
)
|
|
$
|
1,123.1
|
|
U.S. Agency
|
154.5
|
|
|
4.3
|
|
|
(0.1
|
)
|
|
158.7
|
|
||||
Municipal
|
25.0
|
|
|
1.6
|
|
|
—
|
|
|
26.6
|
|
||||
Corporate
|
2,626.2
|
|
|
49.5
|
|
|
(15.1
|
)
|
|
2,660.6
|
|
||||
Non-U.S. Government-backed Corporate
|
81.6
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
82.1
|
|
||||
Foreign Government
|
634.6
|
|
|
10.5
|
|
|
(0.9
|
)
|
|
644.2
|
|
||||
Asset-backed
|
75.4
|
|
|
0.9
|
|
|
(0.3
|
)
|
|
76.0
|
|
||||
Non-agency Commercial Mortgage-backed
|
25.5
|
|
|
1.2
|
|
|
—
|
|
|
26.7
|
|
||||
Agency Mortgage-backed
|
1,130.8
|
|
|
27.6
|
|
|
(5.3
|
)
|
|
1,153.1
|
|
||||
Total Fixed Income Securities — Available for Sale
|
5,867.5
|
|
|
109.2
|
|
|
(25.6
|
)
|
|
5,951.1
|
|
||||
Total Short-term Investments — Available for Sale
|
162.9
|
|
|
—
|
|
|
—
|
|
|
162.9
|
|
||||
Total
|
$
|
6,030.4
|
|
|
$
|
109.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
6,114.0
|
|
|
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, 2015
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
27.3
|
|
Municipal
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Corporate
|
561.9
|
|
|
5.9
|
|
|
(9.6
|
)
|
|
558.2
|
|
||||
Foreign Government
|
181.5
|
|
|
1.7
|
|
|
(3.7
|
)
|
|
179.5
|
|
||||
Asset-backed
|
20.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
20.5
|
|
||||
Bank Loans
|
2.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
2.0
|
|
||||
Total Fixed Income Securities — Trading
|
794.2
|
|
|
7.6
|
|
|
(13.8
|
)
|
|
788.0
|
|
||||
Total Short-term Investments — Trading
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
||||
Total Equity Securities — Trading
|
722.5
|
|
|
57.3
|
|
|
(43.4
|
)
|
|
736.4
|
|
||||
Total Catastrophe Bonds — Trading
|
55.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
55.4
|
|
||||
Total
|
$
|
1,581.4
|
|
|
$
|
65.2
|
|
|
$
|
(57.3
|
)
|
|
$
|
1,589.3
|
|
|
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
|
|
||||
Catastrophe Bonds — Trading
|
34.4
|
|
|
0.4
|
|
|
—
|
|
|
34.8
|
|
||||
Total
|
$
|
1,380.7
|
|
|
$
|
72.0
|
|
|
$
|
(30.7
|
)
|
|
$
|
1,422.0
|
|
•
|
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 (Stable) (seventh highest of twenty-three levels)
|
Moody’s
|
|
A2 (sixth highest of twenty-one levels)
|
Aspen Bermuda:
|
|
|
A.M. Best
|
|
A (Excellent) (third highest of fifteen levels)
|
S&P
|
|
A (Stable) (seventh highest of twenty-three levels)
|
Moody’s
|
|
A2 (sixth highest of twenty-one 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, 2015
|
|
As at December 31, 2014
|
||
United Kingdom
|
|
579
|
|
|
527
|
|
|
United States
|
|
412
|
|
|
353
|
|
|
Bermuda
|
|
52
|
|
|
48
|
|
|
Switzerland
|
|
37
|
|
|
36
|
|
|
Singapore
|
|
19
|
|
|
15
|
|
|
Ireland
|
|
12
|
|
|
11
|
|
|
France
|
|
5
|
|
|
5
|
|
|
Germany
|
|
3
|
|
|
3
|
|
|
Australia
|
|
2
|
|
|
0
|
|
|
Total
|
|
1,121
|
|
|
998
|
|
•
|
10% of its policyholders surplus as of the 31st day of December of the preceding calendar year; or
|
•
|
the statutory net income, not including realized capital gains for the preceding calendar year.
|
Item 1A.
|
Risk Factors
|
|
U.S. Dollars
|
|
|
GBP
|
|
|
Other
|
|
|
Gross Written Premiums
|
73.3
|
%
|
|
10.2
|
%
|
|
16.5
|
%
|
|
General, Administrative and Corporate Expenses
|
41.8
|
%
|
|
51.1
|
%
|
|
7.1
|
%
|
|
•
|
the clients and brokers of an acquired entity may be unwilling to place their continuing insurance and 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, whether by general economic or market conditions or unforeseen internal difficulties;
|
•
|
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;
|
•
|
the assets and liabilities related to acquisitions or new ventures may be subject to foreign currency exchange rate fluctuation;
|
•
|
financial exposures in the event that 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;
|
•
|
the investment does not create the expected return and shareholder value is diluted; and
|
•
|
adverse tax consequences at the stockholder level.
|
•
|
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);
|
•
|
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 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.
|
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
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
|
|
|
|
|
|
First Quarter
|
|
$47.74
|
|
$41.96
|
|
$0.20
|
|
Second Quarter
|
|
$49.00
|
|
$46.00
|
|
$0.21
|
|
Third Quarter
|
|
$49.84
|
|
$44.88
|
|
$0.21
|
|
Fourth Quarter
|
|
$51.01
|
|
$45.38
|
|
$0.21
|
|
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
|
|
$0.20
|
Period
|
|
|
Total
Number of
Shares (or
Units)
Purchased
|
|
Average
Price
Paid per
Share (or
Unit) ($)
|
|
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 ($millions)
|
|||
October 1, 2015 to October 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$416.3
|
|
November 1, 2015 to November 30, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$416.3
|
|
December 1, 2015 to December 31, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$416.3
|
|
Total
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$416.3
|
(1)
|
During the
fourth
quarter of
2015
, there were no share repurchases. We had
$416.3 million
remaining under the share repurchase authorization as at
December 31, 2015
. On February 5, 2015, the Board replaced the existing share repurchase authorization program with a new share repurchase authorization program of $500.0 million. The total share repurchase authorization, which was effective immediately through February 6, 2017, permits us to effect the repurchases of our ordinary shares from time to time through a combination of transactions, including open market purchases, privately negotiated transactions and accelerated share repurchase transactions.
|
|
|
12/10
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
||||||
Aspen Insurance Holdings Limited
|
|
100.00
|
|
|
94.70
|
|
|
117.00
|
|
|
153.20
|
|
|
165.30
|
|
|
185.50
|
|
S&P 500
|
|
100.00
|
|
|
102.10
|
|
|
118.30
|
|
|
156.20
|
|
|
177.30
|
|
|
179.80
|
|
S&P 500 Property & Casualty Insurance
|
|
100.00
|
|
|
99.70
|
|
|
119.70
|
|
|
165.30
|
|
|
190.80
|
|
|
208.60
|
|
•
|
exercise respective voting rights as shareholders to approve the change of control; and
|
•
|
tender its respective shares for sale in relation to the change of control on terms no less favorable than those on which the investors sell their shares.
|
Item 6.
|
Selected Financial Data
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
($ in millions, except per share amounts and percentages)
|
||||||||||||||||||
Summary Income Statement Data
|
|
|
|
|
|
|
|
|||||||||||||
Gross written premiums
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
|
$
|
2,207.8
|
|
Net premiums written
|
|
2,646.2
|
|
|
2,515.2
|
|
|
2,299.7
|
|
|
2,246.9
|
|
|
1,929.1
|
|
|||||
Net premiums earned
|
|
2,473.3
|
|
|
2,405.3
|
|
|
2,171.8
|
|
|
2,083.5
|
|
|
1,888.5
|
|
|||||
Loss and loss adjustment expenses
|
|
(1,366.2
|
)
|
|
(1,307.5
|
)
|
|
(1,223.7
|
)
|
|
(1,238.5
|
)
|
|
(1,556.0
|
)
|
|||||
Amortization of deferred policy acquisition costs, general, administrative and corporate expenses
|
|
(907.6
|
)
|
|
(896.9
|
)
|
|
(790.1
|
)
|
|
(726.3
|
)
|
|
(631.5
|
)
|
|||||
Net investment income
|
|
185.5
|
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|
225.6
|
|
|||||
Net income/(loss)
|
|
323.1
|
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|
(110.1
|
)
|
|||||
Basic earnings/(loss) per share
|
|
4.64
|
|
|
4.92
|
|
|
4.29
|
|
|
3.51
|
|
|
(1.88
|
)
|
|||||
Fully diluted earnings/(loss) per share
|
|
4.54
|
|
|
4.82
|
|
|
4.14
|
|
|
3.39
|
|
|
(1.88
|
)
|
|||||
Basic weighted average shares outstanding (millions)
|
|
61.3
|
|
|
64.5
|
|
|
66.9
|
|
|
71.1
|
|
|
70.7
|
|
|||||
Diluted weighted average shares outstanding (millions)
|
|
62.7
|
|
|
65.9
|
|
|
69.4
|
|
|
73.7
|
|
|
70.7
|
|
|||||
Selected Ratios (based on U.S. GAAP income statement data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss ratio (on net premiums earned)
(1)
|
|
55.2
|
%
|
|
54.4
|
%
|
|
56.3
|
%
|
|
59.4
|
%
|
|
82.4
|
%
|
|||||
Expense ratio (on net premiums earned)
(2)
|
|
36.7
|
%
|
|
37.3
|
%
|
|
36.3
|
%
|
|
34.9
|
%
|
|
33.5
|
%
|
|||||
Combined ratio
(3)
|
|
91.9
|
%
|
|
91.7
|
%
|
|
92.6
|
%
|
|
94.3
|
%
|
|
115.9
|
%
|
|||||
Summary Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total cash and investments
(4,8)
|
|
$
|
8,811.7
|
|
|
$
|
8,607.4
|
|
|
$
|
8,253.4
|
|
|
$
|
8,203.9
|
|
|
$
|
7,624.9
|
|
Premiums receivable
(5)
|
|
1,151.6
|
|
|
1,058.6
|
|
|
1,045.5
|
|
|
1,141.8
|
|
|
985.1
|
|
|||||
Total assets
|
|
11,048.8
|
|
|
10,716.3
|
|
|
10,230.5
|
|
|
10,310.6
|
|
|
9,460.5
|
|
|||||
Loss and loss adjustment expense reserves
|
|
4,938.2
|
|
|
4,750.8
|
|
|
4,678.9
|
|
|
4,779.7
|
|
|
4,525.2
|
|
|||||
Reserves for unearned premiums
|
|
1,587.2
|
|
|
1,441.8
|
|
|
1,280.6
|
|
|
1,120.8
|
|
|
916.1
|
|
|||||
Loan notes issued by variable interest entities, at fair value
(9)
|
|
190.6
|
|
|
138.6
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
|
549.2
|
|
|
549.1
|
|
|
549.0
|
|
|
499.1
|
|
|
499.0
|
|
|||||
Total shareholders’ equity
|
|
3,419.9
|
|
|
3,419.3
|
|
|
3,299.6
|
|
|
3,488.4
|
|
|
3,156.0
|
|
|||||
Per Share Data (Based on U.S. GAAP balance sheet data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per ordinary share
(6)
|
|
$46.99
|
|
$46.16
|
|
$41.87
|
|
$42.12
|
|
$39.66
|
||||||||||
Diluted book value per share (treasury stock method)
(7)
|
|
$46.00
|
|
$45.13
|
|
$40.90
|
|
$40.65
|
|
$38.21
|
||||||||||
Cash dividend declared per ordinary share
|
|
$0.83
|
|
$0.78
|
|
$0.71
|
|
$0.66
|
|
$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
70,655,698
,
70,753,723
,
65,546,976
,
62,017,368
and
60,918,373
at December 31,
2011
,
2012
,
2013
,
2014
and
2015
, 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,
2011
,
2012
,
2013
,
2014
and
2015
, divided by the number of dilutive equivalent shares outstanding of
73,355,674
,
73,312,340
,
67,089,572
,
63,444,356
and
62,240,466
at December 31,
2011
,
2012
,
2013
,
2014
and
2015
, respectively. At December 31,
2011
,
2012
,
2013
,
2014
and
2015
, there were
2,699,976
,
2,558,617
,
1,542,596
,
1,426,988
and
1,322,093
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
$243.3 million
as at
December 31, 2015
and
$176.7 million
as at
December 31, 2014
.
|
(9)
|
Of the total loan notes issued by our consolidated variable interest entities, at fair value, of
$190.6 million
as at
December 31, 2015
,
$103.0 million
were classified as long term liabilities and
$87.6 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
10.0%
for
2015
compared with
11.1%
in
2014
and
10.6%
in
2013
.
|
•
|
Gross written premiums of
$2,997.3 million
in
2015
, an increase of
3.3%
compared with
2014
and
13.2%
compared to
2013
.
|
•
|
Combined ratio of
91.9%
for
2015
, including
$90.5 million
, or
3.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements, compared with
91.7%
for
2014
, which included
$65.5 million
or
2.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements and
92.6%
for
2013
, which included
4.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements. Excluding the charge in 2014 attributable to defending the unsolicited approach and an inadequate offer by Endurance Specialty Holdings Limited (“Endurance”), the combined ratio was 90.5%.
|
•
|
Net favorable development on prior year loss reserves of
$156.5 million
, or
6.3
combined ratio points, for
2015
compared with
$104.1 million
, or
4.3
combined ratio points, for
2014
, and
$107.7 million
, or
5.0
combined ratio points, for
2013
.
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
Insurance
|
|
1,748.4
|
|
|
1.1
|
%
|
|
1,729.9
|
|
|
14.4
|
%
|
|
1,512.8
|
|
|||
Total
|
|
$
|
2,997.3
|
|
|
3.3
|
%
|
|
$
|
2,902.7
|
|
|
9.7
|
%
|
|
$
|
2,646.7
|
|
•
|
an increase of
$233.5 million
in retained earnings for the period;
|
•
|
a reduction of
$174.7 million
in other comprehensive income; and
|
•
|
the repurchase of
1,790,333
ordinary shares for
$83.7 million
through open market and other repurchases.
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.9
|
|
|
$
|
3,419.3
|
|
Preference shares less issue expenses
|
|
(555.8
|
)
|
|
(555.8
|
)
|
||
Non-controlling interests
|
|
(1.3
|
)
|
|
(0.5
|
)
|
||
Net assets attributable to ordinary shareholders
|
|
$
|
2,862.8
|
|
|
$
|
2,863.0
|
|
Issued ordinary shares
|
|
60,918,373
|
|
|
62,017,368
|
|
||
Issued and potentially dilutive ordinary shares
|
|
62,240,466
|
|
|
63,448,319
|
|
•
|
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”);
|
•
|
incurred but not reported (“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
|
|
$
|
4,469.9
|
|
|
Three month acceleration
|
|
$
|
4,521.4
|
|
|
No change (selected)
|
|
$
|
4,583.4
|
|
|
Three month deceleration
|
|
$
|
4,656.7
|
|
|
Six month deceleration
|
|
$
|
4,749.2
|
|
Change in assumption
|
|
|
Reserve for losses and loss expenses
|
||
|
|
($ in millions)
|
|||
10% favorable
|
|
$
|
4,273.1
|
|
|
5% favorable
|
|
$
|
4,428.5
|
|
|
No change (selected)
|
|
$
|
4,583.4
|
|
|
5% unfavorable
|
|
$
|
4,739.5
|
|
|
10% unfavorable
|
|
$
|
4,895.1
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions, except for percentages)
|
||||||||||
Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
Net premiums written
|
|
2,646.2
|
|
|
2,515.2
|
|
|
2,299.7
|
|
|||
Gross premiums earned
|
|
2,856.8
|
|
|
2,736.6
|
|
|
2,493.4
|
|
|||
Net premiums earned
|
|
2,473.3
|
|
|
2,405.3
|
|
|
2,171.8
|
|
|||
Net investment income
|
|
185.5
|
|
|
190.3
|
|
|
186.4
|
|
|||
Realized and unrealized investment gains
|
|
94.5
|
|
|
46.3
|
|
|
56.9
|
|
|||
Other income
|
|
0.1
|
|
|
4.5
|
|
|
8.2
|
|
|||
Total Revenues
|
|
2,753.4
|
|
|
2,646.4
|
|
|
2,423.3
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses
|
|
1,366.2
|
|
|
1,307.5
|
|
|
1,223.7
|
|
|||
Amortization of deferred policy acquisition costs
|
|
483.6
|
|
|
451.2
|
|
|
422.0
|
|
|||
General, administrative and corporate expenses
|
|
424.0
|
|
|
445.7
|
|
|
368.1
|
|
|||
Interest on long-term debt
|
|
29.5
|
|
|
29.5
|
|
|
32.7
|
|
|||
Change in fair value of derivatives
|
|
(6.8
|
)
|
|
15.2
|
|
|
(1.3
|
)
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
19.8
|
|
|
18.6
|
|
|
—
|
|
|||
Realized and unrealized investment losses
|
|
77.5
|
|
|
14.7
|
|
|
20.5
|
|
|||
Net realized and unrealized exchange losses/(gains)
|
|
21.4
|
|
|
(5.6
|
)
|
|
13.2
|
|
|||
Other expense
|
|
0.7
|
|
|
1.7
|
|
|
1.7
|
|
|||
Total Expenses
|
|
2,415.9
|
|
|
2,278.5
|
|
|
2,080.6
|
|
|||
Income from operations before income tax
|
|
337.5
|
|
|
367.9
|
|
|
342.7
|
|
|||
Income tax (expense)
|
|
(14.4
|
)
|
|
(12.1
|
)
|
|
(13.4
|
)
|
|||
Net Income
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|||
Loss ratio
|
|
55.2
|
%
|
|
54.4
|
%
|
|
56.3
|
%
|
|||
Expense ratio
|
|
36.7
|
%
|
|
37.3
|
%
|
|
36.3
|
%
|
|||
Combined ratio
|
|
91.9
|
%
|
|
91.7
|
%
|
|
92.6
|
%
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
Insurance
|
|
1,748.4
|
|
|
1.1
|
%
|
|
1,729.9
|
|
|
14.4
|
%
|
|
1,512.8
|
|
|||
Total
|
|
$
|
2,997.3
|
|
|
3.3
|
%
|
|
$
|
2,902.7
|
|
|
9.7
|
%
|
|
$
|
2,646.7
|
|
|
|
Net Premiums Earned for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,072.6
|
|
|
(1.4
|
)%
|
|
$
|
1,088.2
|
|
|
1.4
|
%
|
|
$
|
1,073.0
|
|
Insurance
|
|
1,400.7
|
|
|
6.3
|
%
|
|
1,317.1
|
|
|
19.9
|
%
|
|
1,098.8
|
|
|||
Total
|
|
$
|
2,473.3
|
|
|
2.8
|
%
|
|
$
|
2,405.3
|
|
|
10.8
|
%
|
|
$
|
2,171.8
|
|
For the Twelve Months Ended December 31, 2015
|
|
Total Loss
Ratio
|
|
Current Year
Adjustments
|
|
Loss
Ratio Excluding
Current Year
Adjustments
|
|||
Reinsurance
|
|
45.8
|
%
|
|
(4.6
|
)%
|
|
41.2
|
%
|
Insurance
|
|
62.4
|
%
|
|
(2.9
|
)%
|
|
59.5
|
%
|
Total
|
|
55.2
|
%
|
|
(3.7
|
)%
|
|
51.5
|
%
|
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, 2015
|
|||||||
Ratios Based on Gross Earned Premium
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
|||
Policy acquisition expense ratio
|
|
19.5
|
%
|
|
15.2
|
%
|
|
16.9
|
%
|
General and administrative expense ratio
(1)
|
|
12.7
|
|
|
12.5
|
|
|
14.8
|
|
Gross expense ratio
|
|
32.2
|
|
|
27.7
|
|
|
31.7
|
|
Effect of reinsurance
|
|
2.4
|
|
|
6.0
|
|
|
5.0
|
|
Total net expense ratio
|
|
34.6
|
%
|
|
33.7
|
%
|
|
36.7
|
%
|
|
|
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
|
%
|
(1)
|
The total group general and administrative expense ratio includes corporate expenses. In 2014, corporate expenses included
$28.5 million
of costs associated with the unsolicited approach and an inadequate offer by Endurance.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
11.7
|
|
|
$
|
10.3
|
|
|
$
|
18.2
|
|
Fixed income securities — gross realized (losses)
|
|
(2.7
|
)
|
|
(5.9
|
)
|
|
(7.4
|
)
|
|||
Equity securities — gross realized gains
|
|
31.9
|
|
|
12.9
|
|
|
18.0
|
|
|||
Equity securities — gross realized (losses)
|
|
(3.0
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|||
Total other-than-temporary impairments
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
4.9
|
|
|
7.3
|
|
|
9.5
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(6.1
|
)
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|||
Equity securities — gross realized gains
|
|
46.0
|
|
|
7.8
|
|
|
2.1
|
|
|||
Equity securities — gross realized (losses)
|
|
(31.7
|
)
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|||
Catastrophe bonds — gross realized gains (losses)
|
|
(0.3
|
)
|
|
0.4
|
|
|
—
|
|
|||
Net change in gross unrealized (losses) gains
|
|
(33.1
|
)
|
|
7.6
|
|
|
6.1
|
|
|||
Gross realized and unrealized (losses) gains in other investments
|
|
(0.6
|
)
|
|
—
|
|
|
3.0
|
|
|||
Other realized losses
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
17.0
|
|
|
$
|
31.6
|
|
|
$
|
36.4
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting income
|
|
$
|
263.4
|
|
|
$
|
294.7
|
|
|
$
|
209.2
|
|
Corporate expenses
|
|
(63.9
|
)
|
|
(93.8
|
)
|
|
(51.2
|
)
|
|||
Other income
|
|
(0.6
|
)
|
|
2.8
|
|
|
6.5
|
|
|||
Net investment income
|
|
185.5
|
|
|
190.3
|
|
|
186.4
|
|
|||
Change in fair value of derivatives
|
|
6.8
|
|
|
(15.2
|
)
|
|
1.3
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
(19.8
|
)
|
|
(18.6
|
)
|
|
—
|
|
|||
Realized and unrealized investment gains
|
|
94.5
|
|
|
46.3
|
|
|
56.9
|
|
|||
Realized and unrealized investment (losses)
|
|
(77.5
|
)
|
|
(14.7
|
)
|
|
(20.5
|
)
|
|||
Net realized and unrealized foreign exchange (losses) gains
|
|
(21.4
|
)
|
|
5.6
|
|
|
(13.2
|
)
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|
(32.7
|
)
|
|||
Income before tax
|
|
$
|
337.5
|
|
|
$
|
367.9
|
|
|
$
|
342.7
|
|
|
|
Twelve Months Ended December 31, 2015
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,248.9
|
|
|
$
|
1,748.4
|
|
|
$
|
2,997.3
|
|
Net written premiums
|
|
1,153.5
|
|
|
1,492.7
|
|
|
2,646.2
|
|
|||
Gross earned premiums
|
|
1,153.5
|
|
|
1,703.3
|
|
|
2,856.8
|
|
|||
Net earned premiums
|
|
1,072.6
|
|
|
1,400.7
|
|
|
2,473.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss expenses
|
|
491.6
|
|
|
874.6
|
|
|
1,366.2
|
|
|||
Amortization of deferred policy acquisition costs
|
|
224.7
|
|
|
258.9
|
|
|
483.6
|
|
|||
General and administrative expenses
|
|
146.5
|
|
|
213.6
|
|
|
360.1
|
|
|||
Underwriting income
|
|
$
|
209.8
|
|
|
$
|
53.6
|
|
|
263.4
|
|
|
Corporate expenses
|
|
|
|
|
|
(63.9
|
)
|
|||||
Net investment income
|
|
|
|
|
|
185.5
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
94.5
|
|
|||||
Realized and unrealized investment losses
|
|
|
|
|
|
(77.5
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(19.8
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
6.8
|
|
|||||
Interest on long-term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
(21.4
|
)
|
|||||
Other income
|
|
|
|
|
|
0.1
|
|
|||||
Other expenses
|
|
|
|
|
|
(0.7
|
)
|
|||||
Income before income tax
|
|
|
|
|
|
337.5
|
|
|||||
Income tax expense
|
|
|
|
|
|
(14.4
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
323.1
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,409.5
|
|
|
$
|
2,173.9
|
|
|
$
|
4,583.4
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
45.8
|
%
|
|
62.4
|
%
|
|
55.2
|
%
|
|||
Policy acquisition expense ratio
|
|
20.9
|
|
|
18.5
|
|
|
19.6
|
|
|||
General and administrative expense ratio
(1)
|
|
13.7
|
|
|
15.2
|
|
|
17.1
|
|
|||
Expense ratio
|
|
34.6
|
|
|
33.7
|
|
|
36.7
|
|
|||
Combined ratio
|
|
80.4
|
%
|
|
96.1
|
%
|
|
91.9
|
%
|
(1)
|
The total group general and administrative expense ratio includes the impact from corporate expenses.
|
|
|
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.
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property catastrophe reinsurance
|
|
$
|
274.3
|
|
|
(9.0
|
)%
|
|
$
|
301.5
|
|
|
10.3
|
%
|
|
$
|
273.3
|
|
Other property reinsurance
|
|
360.3
|
|
|
5.0
|
%
|
|
343.0
|
|
|
13.3
|
%
|
|
302.8
|
|
|||
Casualty reinsurance
|
|
287.5
|
|
|
2.0
|
%
|
|
281.9
|
|
|
(9.7
|
)%
|
|
312.3
|
|
|||
Specialty reinsurance
|
|
326.8
|
|
|
32.6
|
%
|
|
246.4
|
|
|
0.4
|
%
|
|
245.5
|
|
|||
Total
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
|
3.4
|
%
|
|
$
|
1,133.9
|
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property and casualty insurance
|
|
$
|
890.6
|
|
|
11.2
|
%
|
|
$
|
801.0
|
|
|
22.5
|
%
|
|
$
|
654.1
|
|
Marine, aviation and energy insurance
|
|
427.3
|
|
|
(17.7
|
)%
|
|
519.3
|
|
|
(0.8
|
)%
|
|
523.4
|
|
|||
Financial and professional lines insurance
|
|
430.5
|
|
|
5.1
|
%
|
|
409.6
|
|
|
22.2
|
%
|
|
335.3
|
|
|||
Total
|
|
$
|
1,748.4
|
|
|
1.1
|
%
|
|
$
|
1,729.9
|
|
|
14.4
|
%
|
|
$
|
1,512.8
|
|
|
|
As at December 31, 2015
|
|
As at December 31, 2014
|
||||||||||
|
|
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
|
|
$
|
1,123.1
|
|
|
12.7
|
%
|
|
$
|
1,094.4
|
|
|
12.6
|
%
|
U.S. agency
|
|
158.7
|
|
|
1.8
|
|
|
197.4
|
|
|
2.3
|
|
||
Municipal
|
|
26.6
|
|
|
0.3
|
|
|
31.5
|
|
|
0.4
|
|
||
Corporate
|
|
2,660.6
|
|
|
30.4
|
|
|
2,319.4
|
|
|
26.9
|
|
||
Non-U.S. government-backed corporate
|
|
82.1
|
|
|
0.9
|
|
|
78.0
|
|
|
0.9
|
|
||
Foreign government
|
|
644.2
|
|
|
7.3
|
|
|
665.7
|
|
|
7.7
|
|
||
Asset-backed
|
|
76.0
|
|
|
0.9
|
|
|
143.5
|
|
|
1.7
|
|
||
Non-agency commercial mortgage-backed
|
|
26.7
|
|
|
0.3
|
|
|
44.8
|
|
|
0.5
|
|
||
Agency mortgage-backed
|
|
1,153.1
|
|
|
13.1
|
|
|
1,055.3
|
|
|
12.3
|
|
||
Total Fixed Income Securities — Available for Sale
|
|
$
|
5,951.1
|
|
|
67.7
|
%
|
|
$
|
5,630.0
|
|
|
65.3
|
%
|
Fixed Income Securities — Trading
|
|
|
|
|
|
|
|
|
||||||
U.S. government
|
|
27.3
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
||
U.S. agency
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||
Municipal
|
|
0.5
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
||
Corporate
|
|
558.2
|
|
|
6.3
|
|
|
529.8
|
|
|
6.2
|
|
||
Foreign government
|
|
179.5
|
|
|
2.0
|
|
|
140.1
|
|
|
1.6
|
|
||
Asset-backed
|
|
20.5
|
|
|
0.2
|
|
|
14.7
|
|
|
0.2
|
|
||
Bank loans
|
|
2.0
|
|
|
—
|
|
|
85.1
|
|
|
1.0
|
|
||
Total Fixed Income Securities — Trading
|
|
$
|
788.0
|
|
|
8.8
|
%
|
|
$
|
771.0
|
|
|
9.0
|
%
|
Total other investments
|
|
8.9
|
|
|
0.1
|
|
|
8.7
|
|
|
0.1
|
|
||
Total catastrophe bonds — trading
|
|
55.4
|
|
|
0.6
|
|
|
34.8
|
|
|
0.4
|
|
||
Total equity securities — available for sale
|
|
—
|
|
|
—
|
|
|
109.9
|
|
|
1.3
|
|
||
Total equity securities — trading
|
|
736.4
|
|
|
8.4
|
|
|
616.0
|
|
|
7.2
|
|
||
Total short-term investments — available for sale
|
|
162.9
|
|
|
1.8
|
|
|
258.3
|
|
|
3.0
|
|
||
Total short-term investments — trading
|
|
9.5
|
|
|
0.1
|
|
|
0.2
|
|
|
—
|
|
||
Total cash and cash equivalents
|
|
1,099.5
|
|
|
12.5
|
|
|
1,178.5
|
|
|
13.7
|
|
||
Total Cash and Investments
|
|
$
|
8,811.7
|
|
|
100.0
|
%
|
|
$
|
8,607.4
|
|
|
100.0
|
%
|
|
|
AAA
|
|
AA and Below
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Agency
|
|
$
|
—
|
|
|
$
|
1,153.1
|
|
|
$
|
1,153.1
|
|
Non-agency commercial
|
|
5.1
|
|
|
21.6
|
|
|
26.7
|
|
|||
Total mortgage-backed securities
|
|
$
|
5.1
|
|
|
$
|
1,174.7
|
|
|
$
|
1,179.8
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Available for Sale Equity Portfolio
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
0.1
|
|
|
$
|
4.1
|
|
|
$
|
5.6
|
|
Realized investment gains
|
|
31.5
|
|
|
10.9
|
|
|
17.7
|
|
|||
Change in net unrealized gains, gross of tax
|
|
(31.5
|
)
|
|
(6.0
|
)
|
|
11.2
|
|
|||
Realized foreign exchange (losses)
|
|
(5.5
|
)
|
|
(0.5
|
)
|
|
(1.3
|
)
|
|||
Net unrealized foreign exchange gains (losses)
|
|
4.2
|
|
|
(4.0
|
)
|
|
1.4
|
|
|||
Total investment return from the available for sale equity portfolio
|
|
$
|
(1.2
|
)
|
|
$
|
4.5
|
|
|
$
|
34.6
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Trading Equity Portfolio
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
20.0
|
|
|
$
|
13.0
|
|
|
$
|
7.0
|
|
Realized investment gains
|
|
33.6
|
|
|
5.4
|
|
|
1.5
|
|
|||
Change in net unrealized gains, gross of tax
|
|
(9.8
|
)
|
|
28.1
|
|
|
26.5
|
|
|||
Realized foreign exchange (losses)
|
|
(17.7
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|||
Net unrealized foreign exchange (losses)/gains
|
|
(7.1
|
)
|
|
(26.5
|
)
|
|
2.8
|
|
|||
Total investment return from the trading equity portfolio
|
|
$
|
19.0
|
|
|
$
|
19.3
|
|
|
$
|
37.5
|
|
|
|
As at December 31, 2015 by Ratings
|
|||||||||||||||||||||||||||||
Country
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
BB
|
|
NR
|
|
Market
Value
|
|
Market
Value
%
|
|||||||||||||||
|
|
($ in millions except percentages)
|
|||||||||||||||||||||||||||||
Austria
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
1.5
|
%
|
Belgium
|
|
—
|
|
|
—
|
|
|
16.2
|
|
|
0.6
|
|
|
—
|
|
|
6.6
|
|
|
23.4
|
|
|
2.3
|
|
|||||||
Denmark
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
12.0
|
|
|
1.2
|
|
|||||||
Finland
|
|
—
|
|
|
18.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
24.3
|
|
|
2.4
|
|
|||||||
France
|
|
—
|
|
|
38.9
|
|
|
18.2
|
|
|
3.8
|
|
|
—
|
|
|
16.9
|
|
|
77.8
|
|
|
7.8
|
|
|||||||
Germany
|
|
40.7
|
|
|
20.0
|
|
|
58.8
|
|
|
17.3
|
|
|
—
|
|
|
11.8
|
|
|
148.6
|
|
|
14.8
|
|
|||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|||||||
Latvia
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.1
|
|
|||||||
Lithuania
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
0.5
|
|
|||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|||||||
Netherlands
|
|
28.0
|
|
|
24.1
|
|
|
4.1
|
|
|
11.2
|
|
|
—
|
|
|
4.7
|
|
|
72.1
|
|
|
7.2
|
|
|||||||
Norway
|
|
3.7
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
1.8
|
|
|||||||
Poland
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.2
|
|
|||||||
Romania
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
0.6
|
|
|||||||
Sweden
|
|
3.0
|
|
|
13.4
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
11.4
|
|
|
28.8
|
|
|
2.9
|
|
|||||||
Switzerland
|
|
9.9
|
|
|
34.2
|
|
|
23.4
|
|
|
6.8
|
|
|
—
|
|
|
61.6
|
|
|
135.9
|
|
|
13.5
|
|
|||||||
United Kingdom
|
|
16.6
|
|
|
198.2
|
|
|
74.2
|
|
|
40.9
|
|
|
—
|
|
|
103.5
|
|
|
433.4
|
|
|
43.2
|
|
|||||||
Total European Exposures
|
|
$
|
107.8
|
|
|
$
|
376.3
|
|
|
$
|
203.3
|
|
|
$
|
87.6
|
|
|
$
|
—
|
|
|
$
|
229.0
|
|
|
$
|
1,004.0
|
|
|
100.0
|
%
|
|
|
As at December 31, 2015 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
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15.5
|
|
|
$
|
0.2
|
|
Belgium
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
|
6.6
|
|
|
—
|
|
|
23.4
|
|
|
1.4
|
|
||||||||||||
Denmark
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
12.0
|
|
|
2.0
|
|
||||||||||||
Finland
|
|
9.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
24.3
|
|
|
2.0
|
|
||||||||||||
France
|
|
3.0
|
|
|
—
|
|
|
8.8
|
|
|
23.6
|
|
|
—
|
|
|
1.3
|
|
|
24.3
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
77.9
|
|
|
1.7
|
|
||||||||||||
Germany
|
|
7.2
|
|
|
—
|
|
|
30.8
|
|
|
9.4
|
|
|
11.5
|
|
|
—
|
|
|
78.0
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
148.7
|
|
|
1.3
|
|
||||||||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
0.1
|
|
||||||||||||
Latvia
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||||||||
Lithuania
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
|
0.2
|
|
||||||||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||||||||||
Netherlands
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
26.3
|
|
|
—
|
|
|
2.8
|
|
|
35.2
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
72.1
|
|
|
(1.5
|
)
|
||||||||||||
Norway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
0.6
|
|
||||||||||||
Poland
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
0.1
|
|
||||||||||||
Romania
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|
(0.1
|
)
|
||||||||||||
Sweden
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
3.0
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
28.7
|
|
|
(0.4
|
)
|
||||||||||||
Switzerland
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
54.8
|
|
|
3.7
|
|
|
61.6
|
|
|
—
|
|
|
135.8
|
|
|
8.9
|
|
||||||||||||
United Kingdom
|
|
197.3
|
|
|
0.1
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
109.5
|
|
|
13.1
|
|
|
103.5
|
|
|
—
|
|
|
433.3
|
|
|
10.4
|
|
||||||||||||
Total European Exposures
|
|
$
|
248.0
|
|
|
$
|
0.1
|
|
|
$
|
51.6
|
|
|
$
|
85.0
|
|
|
$
|
28.7
|
|
|
$
|
25.9
|
|
|
$
|
318.9
|
|
|
$
|
16.8
|
|
|
$
|
229.0
|
|
|
$
|
—
|
|
|
$
|
1,004.0
|
|
|
$
|
26.9
|
|
|
|
As at December 31, 2015
|
||||||||||
Business Segment
|
|
Gross
|
|
Reinsurance
Recoverable
|
|
Net
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
2,441.9
|
|
|
$
|
(32.4
|
)
|
|
$
|
2,409.5
|
|
Insurance
|
|
2,496.3
|
|
|
(322.4
|
)
|
|
2,173.9
|
|
|||
Total losses and loss expense reserves
|
|
$
|
4,938.2
|
|
|
$
|
(354.8
|
)
|
|
$
|
4,583.4
|
|
|
|
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
|
|
|
|
As at December 31, 2015
|
|||||||||||||
|
|
Gross
Outstandings
|
|
Gross
IBNR
|
|
Gross
Reserve
|
|
% IBNR
|
|||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||
Reinsurance
|
|
$
|
1,048.2
|
|
|
$
|
1,395.0
|
|
|
$
|
2,443.2
|
|
|
57.1
|
%
|
Insurance
|
|
1,048.4
|
|
|
1,446.6
|
|
|
2,495.0
|
|
|
58.0
|
%
|
|||
Total losses and loss expense reserves
|
|
$
|
2,096.6
|
|
|
$
|
2,841.6
|
|
|
$
|
4,938.2
|
|
|
57.5
|
%
|
|
|
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
|
%
|
|
|
For the Twelve Months Ended
|
||||||||||
Business Segment
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
90.8
|
|
|
$
|
99.0
|
|
|
$
|
122.6
|
|
Insurance
|
|
65.7
|
|
|
5.1
|
|
|
(14.9
|
)
|
|||
Total losses and loss expense reserves reductions
|
|
$
|
156.5
|
|
|
$
|
104.1
|
|
|
$
|
107.7
|
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||
|
|
($ in millions)
|
||||||
Share capital, additional paid-in capital, retained income and accumulated other comprehensive income attributable to ordinary shareholders
|
|
$
|
2,864.1
|
|
|
$
|
2,863.5
|
|
Preference shares (liquidation preferences net of issue costs)
|
|
555.8
|
|
|
555.8
|
|
||
Long-term debt
|
|
549.2
|
|
|
549.1
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
190.6
|
|
|
138.6
|
|
||
Total capital
|
|
$
|
4,159.7
|
|
|
$
|
4,107.0
|
|
•
|
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, we had
$43.3 million
remaining under our current share repurchase authorization of
$500.0 million
granted on February 7, 2013.
|
•
|
On April 22, 2015, we announced a
5.0%
increase in our quarterly dividend to our ordinary shareholders from
$0.20
per ordinary share to
$0.21
per ordinary share.
|
•
|
For the
twelve months ended
December 31, 2015, we acquired and cancelled a total of
1,790,333
ordinary shares in open market repurchases. The total consideration paid for the twelve months ended December 31, 2015 was
$83.7 million
with the average price for the twelve months ended December 31, 2015 being
$46.74
. As at December 31, 2015, we had
$416.3 million
remaining under our current share repurchase authorization of
$500.0 million
granted on February 5, 2015.
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,421.0
|
|
|
$
|
1,094.3
|
|
Third party
|
|
2,265.6
|
|
|
2,268.2
|
|
||
Letters of credit / guarantees
|
|
708.5
|
|
|
788.9
|
|
||
Total restricted assets
|
|
$
|
4,395.1
|
|
|
$
|
4,151.4
|
|
Total as percent of investable assets
(1)
|
|
49.6
|
%
|
|
48.0
|
%
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Later
Years |
|
Total
|
||||||||||||||
|
($ in millions)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
10.5
|
|
|
$
|
14.4
|
|
|
$
|
13.9
|
|
|
$
|
12.4
|
|
|
$
|
8.7
|
|
|
$
|
88.9
|
|
|
$
|
148.8
|
|
Long-term debt obligations
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|
300.0
|
|
|
550.0
|
|
|||||||
Reserves for losses and LAE
(2)
|
1,260.9
|
|
|
927.6
|
|
|
663.9
|
|
|
481.3
|
|
|
337.7
|
|
|
1,266.8
|
|
|
4,938.2
|
|
|||||||
Total
|
$
|
1,271.4
|
|
|
$
|
942.0
|
|
|
$
|
677.8
|
|
|
$
|
493.7
|
|
|
$
|
596.4
|
|
|
$
|
1,655.7
|
|
|
$
|
5,637.0
|
|
(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
$190.6 million
.
|
(2)
|
In estimating the time intervals into which payments of our reserves for losses and loss adjustment expenses fall, as set out above, we have utilized actuarially assessed payment patterns. By the nature of the insurance and reinsurance contracts under which these liabilities are assumed, there can be no certainty that actual payments will fall in the periods shown and there could be a material acceleration or deceleration of claims payments depending on factors outside our control. This uncertainty is heightened by the relatively short time in which we have operated (relevant in particular to longer-tail lines), thereby providing limited Company-specific claims loss payment patterns. The total amount of payments in respect of our reserves, as well as the timing of such payments, may differ materially from our current estimates for the reasons set out under “ — Critical Accounting Policies — Reserves for Losses and Loss Expenses” above.
|
|
|
As at December 31, 2015
|
|
As at December 31, 2014
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.9
|
|
|
$
|
3,419.3
|
|
Accumulated other comprehensive income, net of taxes
|
|
(59.6
|
)
|
|
(234.3
|
)
|
||
Preference shares less issue expenses
|
|
(555.8
|
)
|
|
(555.8
|
)
|
||
Non-controlling interest
|
|
(1.3
|
)
|
|
(0.5
|
)
|
||
Ordinary dividends
|
|
50.9
|
|
|
50.3
|
|
||
Adjusted total shareholders’ equity
|
|
$
|
2,854.1
|
|
|
$
|
2,679.0
|
|
|
|
|
|
|
||||
Ordinary shares
|
|
60,918,373
|
|
|
62,017,368
|
|
||
Diluted ordinary shares
|
|
62,240,466
|
|
|
63,448,319
|
|
|
|
As at December 31, 2015
|
|
As at December 31, 2014
|
||||
|
|
($ in millions)
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.9
|
|
|
$
|
3,419.3
|
|
Non-controlling interest
|
|
(1.3
|
)
|
|
(0.5
|
)
|
||
Average preference shares
|
|
(555.8
|
)
|
|
(555.8
|
)
|
||
Average adjustment
|
|
(13.3
|
)
|
|
11.6
|
|
||
Average equity
|
|
$
|
2,849.5
|
|
|
$
|
2,874.6
|
|
|
|
As at December 31, 2015
|
|
As at December 31, 2014
|
||||
|
|
($ in millions)
|
||||||
Net income after tax
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
Add (deduct) after tax income:
|
|
|
|
|
|
|
||
Net realized and unrealized investment (gains)
|
|
(16.7
|
)
|
|
(25.2
|
)
|
||
Net realized and unrealized exchange (gains)/losses
|
|
19.7
|
|
|
(4.8
|
)
|
||
Changes to the fair value of derivatives
|
|
(4.1
|
)
|
|
14.4
|
|
||
Costs associated with defending the unsolicited approach from Endurance
|
|
—
|
|
|
28.5
|
|
||
Tax on non-operating income
|
|
(0.6
|
)
|
|
(0.2
|
)
|
||
Amount attributable to non-controlling interest
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Operating income after tax and non-controlling interest
|
|
$
|
320.6
|
|
|
$
|
367.7
|
|
•
|
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, 2015
, 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, 2015
, the Goldman Sachs Group (the guarantor of the obligations of Goldman under the Goldman ISDA Agreement) was rated “BBB+” from S&P and “A3” from Moody's 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)
250,630
performance shares that have been earned based on applicable performance testing prior to
December 31, 2015
and (ii)
512,403
performance shares that are subject to performance testing after
December 31, 2015
, 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
$24.76
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
$23.59
.
|
(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
639,712
ordinary shares authorized and remaining available for issuance under the 2008 Employee Purchase Plans as of
December 31, 2015
. Of these,
32,833
ordinary shares under the 2008 Employee Purchase Plans were subject to purchase rights as of
December 31, 2015
.
|
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 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 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) (incorporated herein by reference to exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 23, 2015)*
|
|
|
|
10.6
|
|
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)*
|
|
|
|
10.7
|
|
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)*
|
|
|
|
10.8
|
|
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)*
|
|
|
|
10.9
|
|
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)*
|
|
|
|
10.10
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Brian Boornazian, Aspen Insurance U.S. Services Inc. and the Company (Addendum to Employment Agreement) (incorporated herein by reference to exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 23, 2015)*
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Service Agreement, dated May 19, 2014, between Scott Kirk and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.17 the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 23, 2015)*
|
|
|
|
10.12
|
|
Change of Control Employment Agreement, dated February 23, 2015, between Scott Kirk, Aspen Insurance UK Services Limited and the Company (Addendum to Service Agreement) (incorporated herein by reference to exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 23, 2015)*
|
|
|
|
10.13
|
|
Service Agreement, dated September 4, 2014, between Stephen Postlewhite and Aspen Insurance UK Services Limited, filed with this report*
|
|
|
|
10.14
|
|
Change of Control Agreement, dated February 23, 2015, between Stephen Postlewhite, Aspen Insurance UK Services Limited and the Company (Addendum to Service Agreement), filed with this report*
|
|
|
|
10.15
|
|
Employment Agreement, dated January 24, 2011, between Emil Issavi and Aspen Insurance U.S. Services Inc., filed with this report*
|
|
|
|
10.16
|
|
Change of Control Agreement, dated February 24, 2015, between Emil Issavi, Aspen Insurance U.S. Services Inc. and the Company (Addendum to Employment Agreement), filed with this report*
|
|
|
|
10.17
|
|
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)*
|
|
|
|
10.18
|
|
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)*
|
|
|
|
10.19
|
|
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)*
|
|
|
|
10.20
|
|
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)*
|
|
|
|
10.21
|
|
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)*
|
|
|
|
10.22
|
|
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)*
|
|
|
|
10.23
|
|
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)*
|
|
|
|
10.24
|
|
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)*
|
|
|
|
10.25
|
|
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)*
|
|
|
|
10.26
|
|
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)*
|
|
|
|
10.27
|
|
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)*
|
|
|
|
10.28
|
|
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)*
|
|
|
|
10.29
|
|
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)*
|
|
|
|
10.30
|
|
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)*
|
|
|
|
10.31
|
|
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)*
|
|
|
|
10.32
|
|
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)*
|
|
|
|
10.33
|
|
Form of 2015 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, 2015, filed on April 30, 2015)*
|
|
|
|
10.34
|
|
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)*
|
|
|
|
10.35
|
|
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)*
|
|
|
|
10.36
|
|
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
|
|
|
|
10.37
|
|
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)
|
|
|
|
10.38
|
|
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)
|
|
|
|
10.39
|
|
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)*
|
|
|
|
10.40
|
|
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)*
|
|
|
|
10.41
|
|
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)*
|
|
|
|
10.42
|
|
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)*
|
|
|
|
10.43
|
|
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)*
|
|
|
|
10.44
|
|
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)**
|
|
|
|
10.45
|
|
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)**
|
|
|
|
10.46
|
|
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)
|
|
|
|
10.47
|
|
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)
|
|
|
|
10.48
|
|
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)
|
|
|
|
10.49
|
|
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)
|
|
|
|
10.50
|
|
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)
|
|
|
|
10.51
|
|
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)
|
|
|
|
10.52
|
|
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)
|
|
|
|
10.53
|
|
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)
|
|
|
|
10.54
|
|
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)
|
|
|
|
10.55
|
|
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)
|
|
|
|
10.56
|
|
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)
|
|
|
|
10.57
|
|
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)
|
|
|
|
10.58
|
|
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)
|
|
|
|
10.59
|
|
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)
|
|
|
|
10.60
|
|
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)
|
|
|
|
10.61
|
|
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)
|
|
|
|
10.62
|
|
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)
|
|
|
|
10.63
|
|
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)
|
|
|
|
10.64
|
|
$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)
|
|
|
|
10.65
|
|
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)
|
|
|
|
10.66
|
|
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
|
|
|
|
23.2
|
|
Consent of KPMG LLP, 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, 2015 formatted in XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the twelve months ended December 31, 2015, 2014 and 2013; (ii) Consolidated Balance Sheets at December 31, 2015 and December 31, 2014; (iii) Consolidated Statements of Shareholders’ Equity for the twelve months ended December 31, 2015, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2015, 2014 and 2013; 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.
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ASPEN INSURANCE HOLDINGS LIMITED
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By:
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/s/ Christopher O’Kane
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Name: Christopher O’Kane
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Title: Chief Executive Officer
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Signature
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Title
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/s/ Glyn Jones
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Chairman and Director
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Glyn Jones
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/s/ Christopher O’Kane
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Chief Executive Officer
(Principal Executive Officer)
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Christopher O’Kane
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/s/ Scott Kirk
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Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
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Scott Kirk
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/s/ Liaquat Ahamed
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Director
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Liaquat Ahamed
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/s/ Albert Beer
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Director
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Albert Beer
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/s/ Richard Bucknall
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Director
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Richard Bucknall
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/s/ John Cavoores
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Director
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John Cavoores
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/s/ Gary Gregg
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Director
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Gary Gregg
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/s/ Heidi Hutter
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Director
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Heidi Hutter
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/s/ Gordon Ireland
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Director
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Gordon Ireland
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/s/ Karl Mayr
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Director
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Karl Mayr
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/s/ Peter O’Flinn
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Director
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Peter O’Flinn
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/s/ Bret Pearlman
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Director
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Bret Pearlman
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/s/ Ronald Pressman
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Director
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Ronald Pressman
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Page
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Management’s Report on Internal Control over Financial Reporting
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Report of Independent Registered Public Accounting Firm
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Consolidated Financial Statements for the Twelve Months Ended December 31, 2015, December 31, 2014 and December 2013
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Consolidated Statements of Operations and Comprehensive Income for the Twelve Months Ended December 31, 2015, December 31, 2014 and December 31, 2013
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Consolidated Balance Sheets as at December 31, 2015 and December 31, 2014
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Consolidated Statements of Shareholders’ Equity for the Twelve Months Ended December 31, 2015, December 31, 2014 and December 31, 2013
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Consolidated Statements of Cash Flows for the Twelve Months Ended December 31, 2015, December 31, 2014 and December 31, 2013
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Notes to the Audited Consolidated Financial Statements for the Twelve Months Ended December 31, 2015, December 31, 2014 and December 31, 2013
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Twelve Months Ended December 31,
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||||||||||
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2015
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2014
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2013
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||||||
Revenues
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||||||
Net earned premium
|
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$
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2,473.3
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$
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2,405.3
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$
|
2,171.8
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Net investment income
|
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185.5
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190.3
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|
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186.4
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|||
Realized and unrealized investment gains
|
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94.5
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46.3
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|
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56.9
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|||
Other income
|
|
0.1
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4.5
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8.2
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|||
Total revenues
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2,753.4
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2,646.4
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2,423.3
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|||
Expenses
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||||||
Losses and loss adjustment expenses
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1,366.2
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1,307.5
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1,223.7
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|||
Amortization of deferred policy acquisition costs
|
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483.6
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451.2
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|
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422.0
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|||
General, administrative and corporate expenses
|
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424.0
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445.7
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368.1
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|||
Interest on long-term debt
|
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29.5
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29.5
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32.7
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|||
Change in fair value of derivatives
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(6.8
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)
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15.2
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(1.3
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)
|
|||
Change in fair value of loan notes issued by variable interest entities
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19.8
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18.6
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—
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Realized and unrealized investment losses
|
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77.5
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|
14.7
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20.5
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|||
Net realized and unrealized foreign exchange gains/(losses)
|
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21.4
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(5.6
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)
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13.2
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Other expenses
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0.7
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1.7
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1.7
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Total expenses
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2,415.9
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2,278.5
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2,080.6
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Income from operations before income tax
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337.5
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367.9
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342.7
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Income tax expense
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(14.4
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)
|
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(12.1
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)
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(13.4
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)
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Net income
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$
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323.1
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$
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355.8
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$
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329.3
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Amount attributable to non-controlling interest
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(0.8
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)
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(0.8
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)
|
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0.5
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Net income attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
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$
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322.3
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$
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355.0
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$
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329.8
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Other Comprehensive Income:
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|
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||||||
Available for sale investments:
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||||||
Reclassification adjustment for net realized gains on investments included in net income
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$
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(37.9
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)
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$
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(7.7
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)
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$
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(24.1
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)
|
Change in net unrealized gains on available for sale securities held
|
|
(71.7
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)
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45.4
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(174.3
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)
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Amortization of loss on derivative contract
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—
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—
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0.5
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Net change from current period hedged transactions
|
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2.6
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(3.8
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)
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—
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Change in foreign currency translation adjustment
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(83.0
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)
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(23.8
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)
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(24.1
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)
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Other comprehensive (loss)/income, gross of tax
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(190.0
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)
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10.1
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(222.0
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)
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Tax thereon:
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Reclassification adjustment for net realized losses on investments included in net income
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1.2
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0.2
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0.7
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Change in net unrealized gains on available for sale securities held
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3.2
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(3.0
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)
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13.0
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Net change from current period hedged transactions
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—
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—
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—
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|||
Change in foreign currency translation adjustment
|
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10.9
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7.9
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—
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Total tax on other comprehensive income
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15.3
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|
5.1
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13.7
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Other comprehensive (loss)/income, net of tax
|
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(174.7
|
)
|
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15.2
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(208.3
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)
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Total comprehensive income attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
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$
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147.6
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$
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370.2
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$
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121.5
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Per Share Data
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Weighted average number of ordinary share and share equivalents
|
|
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Basic
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61,287,884
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64,536,491
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66,872,048
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Diluted
|
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62,687,503
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65,872,949
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69,417,903
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Basic earnings per ordinary share adjusted for preference share dividends
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$
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4.64
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$
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4.92
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$
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4.29
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Diluted earnings per ordinary share adjusted for preference share dividends
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$
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4.54
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$
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4.82
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$
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4.14
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As at December 31, 2015
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As at December 31, 2014
|
||||
ASSETS
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|
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Investments:
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Fixed income securities, available for sale at fair value
(amortized cost — $5,867.5 and $5,462.9) |
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$
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5,951.1
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$
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5,630.0
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Fixed income securities, trading at fair value
(amortized cost — $794.2 and $760.9)
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788.0
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771.0
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Equity securities, available for sale at fair value
(cost — $Nil and $82.6)
|
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—
|
|
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109.9
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|
||
Equity securities, trading at fair value
(cost — $722.5 and $585.2)
|
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736.4
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616.0
|
|
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Short-term investments, available for sale at fair value
(amortized cost — $162.9 and $258.2)
|
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162.9
|
|
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258.3
|
|
||
Short-term investments, trading at fair value
(amortized cost — $9.5 and $0.2)
|
|
9.5
|
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0.2
|
|
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Catastrophe bonds, trading at fair value (cost — $55.2 and $34.4)
|
|
55.4
|
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|
34.8
|
|
||
Other investments, equity method
|
|
8.9
|
|
|
8.7
|
|
||
Total investments
|
|
7,712.2
|
|
|
7,428.9
|
|
||
Cash and cash equivalents (including cash within consolidated variable interest entities of ($243.3 and $176.7)
|
|
1,099.5
|
|
|
1,178.5
|
|
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Reinsurance recoverables:
|
|
|
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|
||||
Unpaid losses
|
|
354.8
|
|
|
350.0
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|
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Ceded unearned premiums
|
|
168.9
|
|
|
206.8
|
|
||
Receivables:
|
|
|
|
|
||||
Underwriting premiums
|
|
1,115.6
|
|
|
1,011.7
|
|
||
Other
|
|
94.3
|
|
|
90.2
|
|
||
Funds withheld
|
|
36.0
|
|
|
46.9
|
|
||
Deferred policy acquisition costs
|
|
361.1
|
|
|
299.0
|
|
||
Derivatives at fair value
|
|
9.2
|
|
|
8.0
|
|
||
Receivables for securities sold
|
|
0.6
|
|
|
2.3
|
|
||
Office properties and equipment
|
|
70.6
|
|
|
62.2
|
|
||
Deferred taxation
|
|
3.7
|
|
|
—
|
|
||
Other assets
|
|
4.1
|
|
|
13.6
|
|
||
Intangible assets
|
|
18.2
|
|
|
18.2
|
|
||
Total assets
|
|
$
|
11,048.8
|
|
|
$
|
10,716.3
|
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||
LIABILITIES
|
|
|
|
|
||||
Insurance reserves
|
|
|
|
|
||||
Losses and loss adjustment expenses
|
|
$
|
4,938.2
|
|
|
$
|
4,750.8
|
|
Unearned premiums
|
|
1,587.2
|
|
|
1,441.8
|
|
||
Total insurance reserves
|
|
6,525.4
|
|
|
6,192.6
|
|
||
Payables
|
|
|
|
|
||||
Reinsurance premiums
|
|
92.7
|
|
|
92.0
|
|
||
Current taxation
|
|
10.8
|
|
|
18.3
|
|
||
Deferred taxation
|
|
—
|
|
|
3.1
|
|
||
Accrued expenses and other payables
|
|
343.8
|
|
|
356.9
|
|
||
Liabilities under derivative contracts
|
|
4.0
|
|
|
14.3
|
|
||
Total payables
|
|
451.3
|
|
|
484.6
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
103.0
|
|
|
70.7
|
|
||
Long-term debt
|
|
549.2
|
|
|
549.1
|
|
||
Total liabilities
|
|
$
|
7,628.9
|
|
|
$
|
7,297.0
|
|
Commitments and contingent liabilities (see Note 20)
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Ordinary shares:
|
|
|
|
|
||||
60,918,373 shares of par value 0.15144558¢ each
(December 31, 2014 — 62,017,368) |
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2014 — 11,000,000) |
|
—
|
|
|
—
|
|
||
5,327,500 7.401% shares of par value 0.15144558¢ each
(December 31, 2014 — 5,327,500) |
|
—
|
|
|
—
|
|
||
6,400,000 7.250% shares of par value 0.15144558¢ each
(December 31, 2014— 6,400,000) |
|
—
|
|
|
—
|
|
||
Non-controlling interest
|
|
1.3
|
|
|
0.5
|
|
||
Additional paid-in capital
|
|
1,075.3
|
|
|
1,134.3
|
|
||
Retained earnings
|
|
2,283.6
|
|
|
2,050.1
|
|
||
Accumulated other comprehensive income, net of taxes
|
|
59.6
|
|
|
234.3
|
|
||
Total shareholders’ equity
|
|
3,419.9
|
|
|
3,419.3
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
11,048.8
|
|
|
$
|
10,716.3
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
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
|
|
0.5
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Net change attributable to non-controlling interest for the year
|
|
0.8
|
|
|
0.8
|
|
|
(0.5
|
)
|
|||
End of the year
|
|
1.3
|
|
|
0.5
|
|
|
(0.3
|
)
|
|||
Additional paid-in capital
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
1,134.3
|
|
|
1,297.4
|
|
|
1,516.7
|
|
|||
New ordinary shares issued
|
|
6.8
|
|
|
2.7
|
|
|
21.2
|
|
|||
Ordinary shares repurchased and cancelled
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|||
Preference shares issued
|
|
—
|
|
|
—
|
|
|
270.6
|
|
|||
PIERS redeemed and cancelled
|
|
—
|
|
|
—
|
|
|
(230.0
|
)
|
|||
PIERS redemption
(1)
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|||
Share-based compensation
|
|
17.9
|
|
|
15.1
|
|
|
21.4
|
|
|||
End of the year
|
|
1,075.3
|
|
|
1,134.3
|
|
|
1,297.4
|
|
|||
Retained earnings
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
2,050.1
|
|
|
1,783.3
|
|
|
1,544.0
|
|
|||
Net income for the year
|
|
323.1
|
|
|
355.8
|
|
|
329.3
|
|
|||
Dividends on ordinary shares
|
|
(50.9
|
)
|
|
(50.3
|
)
|
|
(47.8
|
)
|
|||
Dividends on preference shares
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|||
PIERS redemption
(1)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||
Amount attributable to non-controlling interest for the year
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
0.5
|
|
|||
Dividends due to non-controlling interest
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
End of the year
(1)
|
|
2,283.6
|
|
|
2,050.1
|
|
|
1,783.3
|
|
|||
Accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
72.7
|
|
|
88.6
|
|
|
112.7
|
|
|||
Change for the year, net of income tax
|
|
(72.1
|
)
|
|
(15.9
|
)
|
|
(24.1
|
)
|
|||
End of the year
|
|
0.6
|
|
|
72.7
|
|
|
88.6
|
|
|||
Loss on derivatives, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
(3.8
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Reclassification to interest on long-term debt
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Net change from current period hedged transactions
|
|
2.6
|
|
|
(3.8
|
)
|
|
—
|
|
|||
End of the year
|
|
(1.2
|
)
|
|
(3.8
|
)
|
|
—
|
|
|||
Unrealized appreciation on available for sale investments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
165.4
|
|
|
130.5
|
|
|
315.2
|
|
|||
Change for the year, net of taxes
|
|
(105.2
|
)
|
|
34.9
|
|
|
(184.7
|
)
|
|||
End of the year
|
|
60.2
|
|
|
165.4
|
|
|
130.5
|
|
|||
Total accumulated other comprehensive income, net of taxes
|
|
59.6
|
|
|
234.3
|
|
|
219.1
|
|
|||
|
|
|
|
|
|
|
||||||
Total shareholders’ equity
|
|
$
|
3,419.9
|
|
|
$
|
3,419.3
|
|
|
$
|
3,299.6
|
|
(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,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
Proportion due to non-controlling interest
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
0.5
|
|
|||
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
28.5
|
|
|
29.6
|
|
|
41.1
|
|
|||
Share-based compensation
|
|
17.9
|
|
|
15.1
|
|
|
21.4
|
|
|||
Realized and unrealized investment (gains)
|
|
(94.5
|
)
|
|
(46.3
|
)
|
|
(56.9
|
)
|
|||
Realized and unrealized investment losses
|
|
77.5
|
|
|
14.7
|
|
|
20.5
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
19.8
|
|
|
18.6
|
|
|
—
|
|
|||
Other investments gains
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Net realized and unrealized investment foreign exchange losses
|
|
5.5
|
|
|
0.8
|
|
|
3.7
|
|
|||
Loss on derivative contracts
|
|
2.6
|
|
|
—
|
|
|
0.5
|
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Insurance reserves:
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
244.5
|
|
|
159.3
|
|
|
(82.9
|
)
|
|||
Unearned premiums
|
|
120.4
|
|
|
152.6
|
|
|
158.5
|
|
|||
Reinsurance recoverables:
|
|
|
|
|
|
|
||||||
Unpaid losses
|
|
(8.6
|
)
|
|
(19.3
|
)
|
|
164.1
|
|
|||
Ceded unearned premiums
|
|
37.8
|
|
|
(51.8
|
)
|
|
(29.4
|
)
|
|||
Other receivables
|
|
0.6
|
|
|
(4.5
|
)
|
|
12.4
|
|
|||
Deferred policy acquisition costs
|
|
(61.9
|
)
|
|
(41.5
|
)
|
|
(39.1
|
)
|
|||
Reinsurance premiums payable
|
|
2.7
|
|
|
4.5
|
|
|
(32.8
|
)
|
|||
Funds withheld
|
|
10.9
|
|
|
(0.4
|
)
|
|
37.8
|
|
|||
Premiums receivable
|
|
(123.7
|
)
|
|
(28.5
|
)
|
|
52.1
|
|
|||
Deferred taxes
|
|
(6.8
|
)
|
|
4.7
|
|
|
(19.5
|
)
|
|||
Income tax payable
|
|
(7.4
|
)
|
|
(10.8
|
)
|
|
21.3
|
|
|||
Accrued expenses and other payable
|
|
(11.9
|
)
|
|
51.6
|
|
|
(9.6
|
)
|
|||
Fair value of derivatives and settlement of liabilities under derivatives
|
|
(11.4
|
)
|
|
10.4
|
|
|
(9.2
|
)
|
|||
Long-term debt
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Intangible assets
|
|
—
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Other assets
|
|
9.3
|
|
|
(6.3
|
)
|
|
(19.8
|
)
|
|||
Net cash generated by operating activities
|
|
$
|
574.2
|
|
|
$
|
607.4
|
|
|
$
|
566.4
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows (used in)/from investing activities:
|
|
|
|
|
|
|
||||||
(Purchases) of fixed income securities — Available for sale
|
|
$
|
(2,131.9
|
)
|
|
$
|
(2,005.0
|
)
|
|
$
|
(2,129.8
|
)
|
(Purchases) of fixed income securities — Trading
|
|
(556.9
|
)
|
|
(653.4
|
)
|
|
(763.4
|
)
|
|||
Proceeds from sales and maturities of fixed income securities — Available for sale
|
|
1,656.3
|
|
|
1,909.5
|
|
|
1,872.3
|
|
|||
Proceeds from sales and maturities of fixed income securities — Trading
|
|
519.9
|
|
|
615.9
|
|
|
486.0
|
|
|||
(Purchases) of equity securities — Available for sale
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||
(Purchases) of equity securities — Trading
|
|
(392.2
|
)
|
|
(361.0
|
)
|
|
(304.4
|
)
|
|||
Net proceeds/(purchases) of catastrophe bonds — Trading
|
|
(20.9
|
)
|
|
(28.7
|
)
|
|
(5.8
|
)
|
|||
Proceeds from sales of equity securities — Available for sale
|
|
108.6
|
|
|
40.0
|
|
|
82.2
|
|
|||
Proceeds from sales of equity securities — Trading
|
|
270.8
|
|
|
62.2
|
|
|
24.1
|
|
|||
(Purchases) of short-term investments — Available for sale
|
|
(212.1
|
)
|
|
(580.6
|
)
|
|
(382.3
|
)
|
|||
Proceeds from sale of short-term investments — Available for sale
|
|
282.6
|
|
|
470.3
|
|
|
640.5
|
|
|||
(Purchases) of short-term investments — Trading
|
|
(45.6
|
)
|
|
(114.2
|
)
|
|
(80.3
|
)
|
|||
Proceeds from sale of short-term investments — Trading
|
|
36.3
|
|
|
114.0
|
|
|
82.7
|
|
|||
Net change in (payable)/receivable for securities sold
|
|
(2.1
|
)
|
|
2.8
|
|
|
(0.9
|
)
|
|||
Net proceeds from other investments
|
|
—
|
|
|
39.3
|
|
|
—
|
|
|||
Purchase of equipment
|
|
(13.9
|
)
|
|
(26.1
|
)
|
|
(16.3
|
)
|
|||
Investment in Micro-insurance venture
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) investing activities
|
|
(501.9
|
)
|
|
(515.0
|
)
|
|
(497.9
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows (used in)/from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of ordinary shares, net of issuance costs
|
|
6.8
|
|
|
2.7
|
|
|
21.2
|
|
|||
Proceeds from the issuance of preference shares, net of issuance costs
|
|
—
|
|
|
—
|
|
|
270.6
|
|
|||
PIERS repurchased and cancelled
|
|
—
|
|
|
—
|
|
|
(230.0
|
)
|
|||
Ordinary shares repurchased
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|||
Proceeds from loan notes issued by Silverton
|
|
100.0
|
|
|
70.0
|
|
|
50.0
|
|
|||
Repayment of loan notes issued by Silverton
|
|
(67.8
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on ordinary shares
|
|
(50.9
|
)
|
|
(50.3
|
)
|
|
(47.8
|
)
|
|||
Dividends paid on preference shares
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|||
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) financing activities
|
|
(133.5
|
)
|
|
(196.4
|
)
|
|
(240.8
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate movements on cash and cash equivalents
|
|
(17.8
|
)
|
|
(11.1
|
)
|
|
2.3
|
|
|||
|
|
|
|
|
|
|
||||||
(Decrease) in cash and cash equivalents
|
|
(79.0
|
)
|
|
(115.1
|
)
|
|
(170.0
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
1,178.5
|
|
|
1,293.6
|
|
|
1,463.6
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,099.5
|
|
|
$
|
1,178.5
|
|
|
$
|
1,293.6
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Net cash paid/(received) during the period for income tax
|
|
$
|
8.8
|
|
|
$
|
1.8
|
|
|
$
|
(6.3
|
)
|
Cash paid during the period for interest
|
|
$
|
29.0
|
|
|
$
|
29.0
|
|
|
$
|
35.0
|
|
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)
|
Accounting for Intangible Assets
|
(f)
|
Accounting for Office Properties and Equipment
|
(g)
|
Accounting for Foreign Currencies Translation
|
(h)
|
Earnings per Ordinary Share
|
(i)
|
Accounting for Income Tax
|
(j)
|
Accounting for Preference Shares
|
(k)
|
Accounting for Long-term Incentive Plans
|
(l)
|
Accounting for Long-term Debt Issued by Variable Interest Entities
|
(m)
|
New Accounting Pronouncements
|
3.
|
Related Party Transactions
|
4.
|
Earnings per Ordinary Share
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
|
$
|
329.3
|
|
Preference share dividends
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|
(35.5
|
)
|
|||
Change in redemption value
(1)
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||
Net profit attributable to non-controlling interest
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
0.5
|
|
|||
Basic and diluted net income available to ordinary shareholders
|
|
$
|
284.5
|
|
|
$
|
317.2
|
|
|
$
|
287.2
|
|
Ordinary shares:
|
|
|
|
|
|
|
||||||
Basic weighted average ordinary shares
|
|
61,287,884
|
|
|
64,536,491
|
|
|
66,872,048
|
|
|||
Weighted average effect of dilutive securities
(2)
|
|
1,399,619
|
|
|
1,336,458
|
|
|
2,545,855
|
|
|||
Total diluted weighted average ordinary shares
|
|
62,687,503
|
|
|
65,872,949
|
|
|
69,417,903
|
|
|||
Earnings per ordinary share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.64
|
|
|
$
|
4.92
|
|
|
$
|
4.29
|
|
Diluted
|
|
$
|
4.54
|
|
|
$
|
4.82
|
|
|
$
|
4.14
|
|
(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.
|
(2)
|
Dilutive securities comprise: employee options, restricted share units and performance shares associated with the Company’s long term incentive plan, employee share purchase plans and director restricted stock units and options as described in Note 18.
|
|
|
Dividend
|
|
Payable on:
|
|
Record Date:
|
||
Ordinary shares
|
|
$
|
0.21
|
|
|
March 9, 2016
|
|
February 20, 2016
|
7.401% Preference Shares
|
|
$
|
0.462563
|
|
|
April 1, 2016
|
|
March 15, 2016
|
7.250% Preference Shares
|
|
$
|
0.4531
|
|
|
April 1, 2016
|
|
March 15, 2016
|
5.95% Preference Shares
|
|
$
|
0.3719
|
|
|
April 1, 2016
|
|
March 15, 2016
|
5.
|
Segment Reporting
|
|
|
Twelve Months Ended December 31, 2015
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,248.9
|
|
|
$
|
1,748.4
|
|
|
$
|
2,997.3
|
|
Net written premiums
|
|
1,153.5
|
|
|
1,492.7
|
|
|
2,646.2
|
|
|||
Gross earned premiums
|
|
1,153.5
|
|
|
1,703.3
|
|
|
2,856.8
|
|
|||
Net earned premiums
|
|
1,072.6
|
|
|
1,400.7
|
|
|
2,473.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
491.6
|
|
|
874.6
|
|
|
1,366.2
|
|
|||
Amortization of deferred policy acquisition costs
|
|
224.7
|
|
|
258.9
|
|
|
483.6
|
|
|||
General and administrative expenses
|
|
146.5
|
|
|
213.6
|
|
|
360.1
|
|
|||
Underwriting income
|
|
209.8
|
|
|
53.6
|
|
|
263.4
|
|
|||
Corporate expenses
|
|
|
|
|
|
(63.9
|
)
|
|||||
Net investment income
|
|
|
|
|
|
185.5
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
94.5
|
|
|||||
Realized and unrealized investment losses
|
|
|
|
|
|
(77.5
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(19.8
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
6.8
|
|
|||||
Interest expense on long term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
(21.4
|
)
|
|||||
Other income
|
|
|
|
|
|
0.1
|
|
|||||
Other expenses
|
|
|
|
|
|
(0.7
|
)
|
|||||
Income before tax
|
|
|
|
|
|
337.5
|
|
|||||
Income tax expense
|
|
|
|
|
|
(14.4
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
323.1
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,409.5
|
|
|
$
|
2,173.9
|
|
|
$
|
4,583.4
|
|
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
45.8
|
%
|
|
62.4
|
%
|
|
55.2
|
%
|
|||
Policy acquisition expense ratio
|
|
20.9
|
|
|
18.5
|
|
|
19.6
|
|
|||
General and administrative expense ratio
(1)
|
|
13.7
|
|
|
15.2
|
|
|
17.1
|
|
|||
Expense ratio
|
|
34.6
|
|
|
33.7
|
|
|
36.7
|
|
|||
Combined ratio
|
|
80.4
|
%
|
|
96.1
|
%
|
|
91.9
|
%
|
(1)
|
The general and administrative expense ratio in the total column includes corporate expenses.
|
|
|
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 gains
|
|
|
|
|
|
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.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Australia/Asia
|
|
$
|
140.0
|
|
|
$
|
130.1
|
|
|
$
|
108.4
|
|
Caribbean
|
|
20.3
|
|
|
19.7
|
|
|
14.4
|
|
|||
Europe
|
|
113.6
|
|
|
113.9
|
|
|
112.2
|
|
|||
United Kingdom
|
|
223.6
|
|
|
209.3
|
|
|
166.4
|
|
|||
United States & Canada
(1)
|
|
1,479.5
|
|
|
1,357.3
|
|
|
1,179.6
|
|
|||
Worldwide excluding United States
(2)
|
|
107.2
|
|
|
116.2
|
|
|
145.7
|
|
|||
Worldwide including United States
(3)
|
|
793.6
|
|
|
851.8
|
|
|
827.4
|
|
|||
Others
|
|
119.5
|
|
|
104.4
|
|
|
92.6
|
|
|||
Total
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
(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, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Fixed income securities — Available for sale
|
|
$
|
143.4
|
|
|
$
|
151.1
|
|
|
$
|
155.6
|
|
Fixed income securities — Trading
|
|
27.8
|
|
|
26.7
|
|
|
20.3
|
|
|||
Short-term investments — Available for sale
|
|
1.1
|
|
|
1.4
|
|
|
2.1
|
|
|||
Fixed term deposits (included in cash and cash equivalents)
|
|
3.0
|
|
|
3.3
|
|
|
5.3
|
|
|||
Equity securities — Available for sale
|
|
0.1
|
|
|
4.1
|
|
|
5.6
|
|
|||
Equity securities — Trading
|
|
20.0
|
|
|
13.0
|
|
|
7.0
|
|
|||
Catastrophe bonds — Trading
|
|
1.9
|
|
|
1.3
|
|
|
—
|
|
|||
Total
|
|
197.3
|
|
|
200.9
|
|
|
195.9
|
|
|||
Investment expenses
|
|
(11.8
|
)
|
|
(10.6
|
)
|
|
(9.5
|
)
|
|||
Net investment income
|
|
$
|
185.5
|
|
|
$
|
190.3
|
|
|
$
|
186.4
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
11.7
|
|
|
$
|
10.3
|
|
|
$
|
18.2
|
|
Fixed income securities — gross realized (losses)
|
|
(2.7
|
)
|
|
(5.9
|
)
|
|
(7.4
|
)
|
|||
Equity securities — gross realized gains
|
|
31.9
|
|
|
12.9
|
|
|
18.0
|
|
|||
Equity securities — gross realized (losses)
|
|
(3.0
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|||
Other-than-temporary impairments
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
4.9
|
|
|
7.3
|
|
|
9.5
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(6.1
|
)
|
|
(2.5
|
)
|
|
(2.9
|
)
|
|||
Equity securities — gross realized gains
|
|
46.0
|
|
|
7.8
|
|
|
2.1
|
|
|||
Equity securities — gross realized (losses)
|
|
(31.7
|
)
|
|
(3.1
|
)
|
|
(0.6
|
)
|
|||
Catastrophe bonds
|
|
(0.3
|
)
|
|
0.4
|
|
|
—
|
|
|||
Net change in gross unrealized (losses) gains
|
|
(33.1
|
)
|
|
7.6
|
|
|
6.1
|
|
|||
Other investments:
|
|
|
|
|
|
|
||||||
Gross realized and unrealized gains in Cartesian
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||
Gross unrealized loss in Chaspark
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other realized losses
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
17.0
|
|
|
$
|
31.6
|
|
|
$
|
36.4
|
|
|
|
|
|
|
|
|
||||||
Change in available for sale net unrealized gains:
|
|
|
|
|
|
|
||||||
Fixed income securities
|
|
(82.2
|
)
|
|
47.7
|
|
|
(209.6
|
)
|
|||
Short-term investments
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Equity securities
|
|
(27.3
|
)
|
|
(10.0
|
)
|
|
11.2
|
|
|||
Total change in pre-tax available for sale unrealized gains
|
|
(109.6
|
)
|
|
37.7
|
|
|
(198.4
|
)
|
|||
Change in taxes
|
|
4.4
|
|
|
(2.8
|
)
|
|
13.7
|
|
|||
Total change in net unrealized gains, net of taxes recorded in other comprehensive income
|
|
$
|
(105.2
|
)
|
|
$
|
34.9
|
|
|
$
|
(184.7
|
)
|
|
|
As at December 31, 2015
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
1,113.9
|
|
|
$
|
13.0
|
|
|
$
|
(3.8
|
)
|
|
$
|
1,123.1
|
|
U.S. agency
|
|
154.5
|
|
|
4.3
|
|
|
(0.1
|
)
|
|
158.7
|
|
||||
Municipal
|
|
25.0
|
|
|
1.6
|
|
|
—
|
|
|
26.6
|
|
||||
Corporate
|
|
2,626.2
|
|
|
49.5
|
|
|
(15.1
|
)
|
|
2,660.6
|
|
||||
Non-U.S. government-backed corporate
|
|
81.6
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
82.1
|
|
||||
Foreign government
|
|
634.6
|
|
|
10.5
|
|
|
(0.9
|
)
|
|
644.2
|
|
||||
Asset-backed
|
|
75.4
|
|
|
0.9
|
|
|
(0.3
|
)
|
|
76.0
|
|
||||
Non-agency commercial mortgage-backed
|
|
25.5
|
|
|
1.2
|
|
|
—
|
|
|
26.7
|
|
||||
Agency mortgage-backed
|
|
1,130.8
|
|
|
27.6
|
|
|
(5.3
|
)
|
|
1,153.1
|
|
||||
Total fixed income securities — Available for sale
|
|
5,867.5
|
|
|
109.2
|
|
|
(25.6
|
)
|
|
5,951.1
|
|
||||
Total short-term investments — Available for sale
|
|
162.9
|
|
|
—
|
|
|
—
|
|
|
162.9
|
|
||||
Total
|
|
$
|
6,030.4
|
|
|
$
|
109.2
|
|
|
$
|
(25.6
|
)
|
|
$
|
6,114.0
|
|
|
|
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, 2015
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
27.3
|
|
Municipal
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||
Corporate
|
|
561.9
|
|
|
5.9
|
|
|
(9.6
|
)
|
|
558.2
|
|
||||
Foreign government
|
|
181.5
|
|
|
1.7
|
|
|
(3.7
|
)
|
|
179.5
|
|
||||
Asset-backed
|
|
20.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
20.5
|
|
||||
Bank loans
|
|
2.2
|
|
|
—
|
|
|
(0.2
|
)
|
|
2.0
|
|
||||
Total fixed income securities — Trading
|
|
794.2
|
|
|
7.6
|
|
|
(13.8
|
)
|
|
788.0
|
|
||||
Total short-term investments — Trading
|
|
9.5
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
||||
Total equity securities — Trading
|
|
722.5
|
|
|
57.3
|
|
|
(43.4
|
)
|
|
736.4
|
|
||||
Total catastrophe bonds — Trading
|
|
55.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
55.4
|
|
||||
Total
|
|
$
|
1,581.4
|
|
|
$
|
65.2
|
|
|
$
|
(57.3
|
)
|
|
$
|
1,589.3
|
|
|
|
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
|
|
|
|
MVI
|
|
Cartesian
|
|
Chaspark
|
|
Total
|
||||||||
|
|
|
|
($ in millions)
|
||||||||||||
Opening undistributed value of investment as at January 1, 2015
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
8.7
|
|
Initial investment for the twelve months to December 31, 2015
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Gross realized and unrealized loss
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Closing value of investment as at December 31, 2015
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
8.1
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
|
As at December 31, 2015
|
||||||||
|
|
Amortized
Cost or Cost
|
|
Fair Market
Value
|
|
Average
S&P Ratings by
Maturity
|
||||
|
|
($ in millions)
|
||||||||
Due one year or less
|
|
$
|
661.8
|
|
|
$
|
664.4
|
|
|
AA
|
Due after one year through five years
|
|
2,765.2
|
|
|
2,806.6
|
|
|
AA-
|
||
Due after five years through ten years
|
|
1,122.5
|
|
|
1,132.0
|
|
|
A+
|
||
Due after ten years
|
|
86.3
|
|
|
92.3
|
|
|
A+
|
||
Subtotal
|
|
4,635.8
|
|
|
4,695.3
|
|
|
|
||
Non-agency commercial mortgage-backed
|
|
25.5
|
|
|
26.7
|
|
|
AA+
|
||
Agency mortgage-backed
|
|
1,130.8
|
|
|
1,153.1
|
|
|
AA+
|
||
Asset-backed
|
|
75.4
|
|
|
76.0
|
|
|
AAA
|
||
Total fixed income securities — Available for sale
|
|
$
|
5,867.5
|
|
|
$
|
5,951.1
|
|
|
|
|
|
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
|
|
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||||
|
|
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
|
|
$
|
583.2
|
|
|
$
|
(3.7
|
)
|
|
$
|
4.6
|
|
|
$
|
(0.1
|
)
|
|
$
|
587.8
|
|
|
$
|
(3.8
|
)
|
|
72
|
U.S. agency
|
|
17.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
17.6
|
|
|
(0.1
|
)
|
|
12
|
||||||
Municipal
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
3
|
||||||
Corporate
|
|
1,179.7
|
|
|
(13.3
|
)
|
|
81.1
|
|
|
(1.8
|
)
|
|
1,260.8
|
|
|
(15.1
|
)
|
|
510
|
||||||
Non-U.S. government-backed corporate
|
|
40.9
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
40.9
|
|
|
(0.1
|
)
|
|
9
|
||||||
Foreign government
|
|
174.6
|
|
|
(0.8
|
)
|
|
2.8
|
|
|
(0.1
|
)
|
|
177.4
|
|
|
(0.9
|
)
|
|
43
|
||||||
Asset-backed
|
|
51.4
|
|
|
(0.3
|
)
|
|
4.2
|
|
|
—
|
|
|
55.6
|
|
|
(0.3
|
)
|
|
39
|
||||||
Agency mortgage-backed
|
|
348.1
|
|
|
(3.6
|
)
|
|
72.2
|
|
|
(1.7
|
)
|
|
420.3
|
|
|
(5.3
|
)
|
|
105
|
||||||
Total fixed income securities — Available for sale
|
|
2,397.2
|
|
|
(21.9
|
)
|
|
164.9
|
|
|
(3.7
|
)
|
|
2,562.1
|
|
|
(25.6
|
)
|
|
793
|
||||||
Total short-term investments — Available for sale
|
|
56.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.7
|
|
|
—
|
|
|
12
|
||||||
Total
|
|
$
|
2,453.9
|
|
|
$
|
(21.9
|
)
|
|
$
|
164.9
|
|
|
$
|
(3.7
|
)
|
|
$
|
2,618.8
|
|
|
$
|
(25.6
|
)
|
|
805
|
|
|
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
|
||||||
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
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
|
December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
(Purchases) of fixed income securities — Available for sale
|
|
$
|
(2,131.9
|
)
|
|
$
|
(2,005.0
|
)
|
|
$
|
(2,129.8
|
)
|
(Purchases) of fixed income securities — Trading
|
|
(556.9
|
)
|
|
(653.4
|
)
|
|
(763.4
|
)
|
|||
(Purchases) of equity securities — Available for sale
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||
(Purchases) of equity securities — Trading
|
|
(392.2
|
)
|
|
(361.0
|
)
|
|
(304.4
|
)
|
|||
Proceeds from sales and maturities of fixed income securities — Available for sale
|
|
1,656.3
|
|
|
1,909.5
|
|
|
1,872.3
|
|
|||
Proceeds from sales and maturities of fixed income securities — Trading
|
|
519.9
|
|
|
615.9
|
|
|
486.0
|
|
|||
Proceeds from sales of equity securities — Available for sale
|
|
108.6
|
|
|
40.0
|
|
|
82.2
|
|
|||
Proceeds from sales of equity securities — Trading
|
|
270.8
|
|
|
62.2
|
|
|
24.1
|
|
|||
Net change in (payable)/receivable for securities (purchased)/sold
|
|
(2.1
|
)
|
|
2.8
|
|
|
(0.9
|
)
|
|||
(Purchases) of short-term investments — Available for sale
|
|
(212.1
|
)
|
|
(580.6
|
)
|
|
(382.3
|
)
|
|||
Proceeds from short-term investments — Available for sale
|
|
282.6
|
|
|
470.3
|
|
|
640.5
|
|
|||
(Purchases) of short-term investments — Trading
|
|
(45.6
|
)
|
|
(114.2
|
)
|
|
(80.3
|
)
|
|||
Proceeds from short-term investments — Trading
|
|
36.3
|
|
|
114.0
|
|
|
82.7
|
|
|||
Investment in Micro-insurance Venture
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds/(purchases) of catastrophe bonds — Trading
|
|
(20.9
|
)
|
|
(28.7
|
)
|
|
(5.8
|
)
|
|||
Proceeds from other investments
|
|
—
|
|
|
39.3
|
|
|
—
|
|
|||
Net (purchases) for the year
|
|
$
|
(488.0
|
)
|
|
$
|
(488.9
|
)
|
|
$
|
(481.6
|
)
|
7.
|
Variable Interest Entities
|
i.
|
Silverton has collateralized the aggregate limit provided to Aspen Bermuda and/or Aspen U.K. 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.
|
8.
|
Fair Value Measurements
|
|
|
As at December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
($ in millions)
|
||||||||||||||
Available for sale financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
$
|
1,123.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,123.1
|
|
U.S. agency
|
|
—
|
|
|
158.7
|
|
|
—
|
|
|
158.7
|
|
||||
Municipal
|
|
—
|
|
|
26.6
|
|
|
—
|
|
|
26.6
|
|
||||
Corporate
|
|
—
|
|
|
2,660.6
|
|
|
—
|
|
|
2,660.6
|
|
||||
Non-U.S. government-backed corporate
|
|
—
|
|
|
82.1
|
|
|
—
|
|
|
82.1
|
|
||||
Foreign government
|
|
449.5
|
|
|
194.7
|
|
|
—
|
|
|
644.2
|
|
||||
Asset-backed
|
|
—
|
|
|
76.0
|
|
|
—
|
|
|
76.0
|
|
||||
Non-agency commercial mortgage-backed
|
|
—
|
|
|
26.7
|
|
|
—
|
|
|
26.7
|
|
||||
Agency mortgage-backed
|
|
—
|
|
|
1,153.1
|
|
|
—
|
|
|
1,153.1
|
|
||||
Total fixed income securities available for sale, at fair value
|
|
1,572.6
|
|
|
4,378.5
|
|
|
—
|
|
|
5,951.1
|
|
||||
Short-term investments available for sale, at fair value
|
|
130.5
|
|
|
32.4
|
|
|
—
|
|
|
162.9
|
|
||||
Equity investments available for sale, at fair value
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Held for trading financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
27.3
|
|
|
—
|
|
|
—
|
|
|
27.3
|
|
||||
U.S. agency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Municipal
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
||||
Corporate
|
|
—
|
|
|
558.2
|
|
|
—
|
|
|
558.2
|
|
||||
Foreign government
|
|
73.8
|
|
|
105.7
|
|
|
—
|
|
|
179.5
|
|
||||
Asset-backed
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
20.5
|
|
||||
Bank loans
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.0
|
|
||||
Total fixed income securities trading, at fair value
|
|
101.1
|
|
|
686.9
|
|
|
—
|
|
|
788.0
|
|
||||
Short-term investments trading, at fair value
|
|
7.4
|
|
|
2.1
|
|
|
—
|
|
|
9.5
|
|
||||
Equity investments trading, at fair value
|
|
736.4
|
|
|
—
|
|
|
—
|
|
|
736.4
|
|
||||
Catastrophe bonds trading, at fair value
|
|
—
|
|
|
55.4
|
|
|
—
|
|
|
55.4
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other financial assets and liabilities, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Derivatives at fair value — foreign exchange contracts
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|
8.8
|
|
||||
Derivatives at fair value — interest rate swaps
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
Liabilities under derivative contracts — foreign exchange contracts
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||
Loan notes issued by variable interest entities, at fair value
|
|
—
|
|
|
—
|
|
|
(103.0
|
)
|
|
(103.0
|
)
|
||||
Loan notes issued by variable interest entities, at fair value (classified as a current liability)
|
|
—
|
|
|
—
|
|
|
(87.6
|
)
|
|
(87.6
|
)
|
||||
Total
|
|
$
|
2,548.0
|
|
|
$
|
5,160.5
|
|
|
$
|
(190.6
|
)
|
|
$
|
7,517.9
|
|
|
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. government
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
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
|
|
||||
Total fixed income securities trading, at fair value
|
36.1
|
|
|
734.9
|
|
|
—
|
|
|
771.0
|
|
||||
Short-term investments trading, at fair value
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.2
|
|
||||
Equity investments trading, at fair value
|
616.0
|
|
|
—
|
|
|
—
|
|
|
616.0
|
|
||||
Catastrophe bonds trading, at fair value
|
—
|
|
|
34.8
|
|
|
—
|
|
|
34.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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
|
|
Reconciliation of Liabilities Using Level 3 Inputs
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
||||
|
|
|
($ in millions)
|
||||||
Balance at the beginning of the period
(1)
|
|
$
|
138.6
|
|
|
$
|
50.0
|
|
|
Distributed to third party
|
|
(67.8
|
)
|
|
—
|
|
|||
Loan notes issued during the period
|
|
100.0
|
|
|
70.0
|
|
|||
Total change in fair value included in the statement of operations
|
|
19.8
|
|
|
18.6
|
|
|||
Balance at the end of the period
(1)
|
|
$
|
190.6
|
|
|
$
|
138.6
|
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||
Index providers
|
|
85
|
%
|
|
84
|
%
|
Pricing services
|
|
10
|
|
|
11
|
|
Broker-dealers
|
|
5
|
|
|
5
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||||||
|
|
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
|
|
$
|
1,095.4
|
|
|
95%
|
|
$
|
1,044.4
|
|
|
95%
|
U.S. agency
|
|
148.5
|
|
|
94%
|
|
186.9
|
|
|
95%
|
||
Municipal
|
|
10.5
|
|
|
39%
|
|
13.7
|
|
|
42%
|
||
Corporate
|
|
3,083.5
|
|
|
96%
|
|
2,731.1
|
|
|
96%
|
||
Non-U.S. government-backed corporate
|
|
41.7
|
|
|
51%
|
|
48.7
|
|
|
62%
|
||
Foreign government
|
|
517.6
|
|
|
63%
|
|
504.4
|
|
|
63%
|
||
Asset-backed
|
|
55.3
|
|
|
57%
|
|
140.5
|
|
|
89%
|
||
Non-agency commercial mortgage-backed
|
|
22.7
|
|
|
85%
|
|
44.8
|
|
|
100%
|
||
Agency mortgage-backed
|
|
742.9
|
|
|
64%
|
|
680.6
|
|
|
64%
|
||
Total fixed income securities
|
|
$
|
5,718.1
|
|
|
85%
|
|
$
|
5,395.1
|
|
|
84%
|
|
|
|
|
|
|
|
|
|
||||
Equities
|
|
$
|
736.4
|
|
|
100%
|
|
$
|
725.9
|
|
|
100%
|
Total fixed income securities and equity investments
|
|
$
|
6,454.5
|
|
|
86%
|
|
$
|
6,121.0
|
|
|
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, 2015
|
|
Fair Value
Level 3
|
|
Valuation Method
|
|
Observable (O) and
Unobservable (U) inputs
|
|
Low
|
|
High
|
||||||
|
($ in millions)
|
|
|
|
|
($ in millions)
|
||||||||||
Loan notes held by third parties
|
|
$
|
190.6
|
|
|
Internal Valuation Model
|
|
Gross premiums written (O)
|
|
$
|
—
|
|
|
$
|
38.9
|
|
|
|
|
|
|
|
Reserve for losses (U)
|
|
$
|
—
|
|
|
$
|
4.2
|
|
||
|
|
|
|
|
|
Contract period (O)
|
|
N/A
|
|
|
365 days
|
|
||||
|
|
|
|
|
|
Initial value of issuance (O)
|
|
$
|
220.0
|
|
|
$
|
220.0
|
|
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
|
|
9.
|
Reinsurance
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
($ in millions)
|
||||||||||
Premiums written
:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
1,748.4
|
|
|
$
|
1,729.9
|
|
|
$
|
1,512.8
|
|
Assumed
|
|
1,248.9
|
|
|
1,172.8
|
|
|
1,133.9
|
|
|||
Ceded
|
|
(351.1
|
)
|
|
(387.5
|
)
|
|
(347.0
|
)
|
|||
Net premiums written
|
|
$
|
2,646.2
|
|
|
$
|
2,515.2
|
|
|
$
|
2,299.7
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
1,703.3
|
|
|
$
|
1,599.0
|
|
|
$
|
1,366.8
|
|
Assumed
|
|
1,153.5
|
|
|
1,137.6
|
|
|
1,126.6
|
|
|||
Ceded
|
|
(383.5
|
)
|
|
(331.3
|
)
|
|
(321.6
|
)
|
|||
Net premiums earned
|
|
$
|
2,473.3
|
|
|
$
|
2,405.3
|
|
|
$
|
2,171.8
|
|
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
980.6
|
|
|
$
|
908.2
|
|
|
$
|
829.4
|
|
Assumed
|
|
493.0
|
|
|
496.9
|
|
|
459.4
|
|
|||
Ceded
|
|
(107.4
|
)
|
|
(97.6
|
)
|
|
(65.1
|
)
|
|||
Net insurance losses and loss adjustment expenses
|
|
$
|
1,366.2
|
|
|
$
|
1,307.5
|
|
|
$
|
1,223.7
|
|
10.
|
Derivative Contracts
|
|
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
|
||||||||||||
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
|
|
$
|
756.3
|
|
|
$
|
0.4
|
|
(1)
|
$
|
951.3
|
|
|
$
|
0.1
|
|
(1)
|
Foreign Exchange Contracts
|
|
Derivatives at Fair Value
|
|
$
|
217.7
|
|
|
$
|
8.8
|
|
|
$
|
165.8
|
|
|
$
|
7.9
|
|
|
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
162.2
|
|
|
$
|
(2.8
|
)
|
|
$
|
237.6
|
|
|
$
|
(10.5
|
)
|
|
(1)
|
Net of
$10.1 million
of cash collateral provided to counterparties, Goldman Sachs International (
$256.3 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, 2014
—
$22.3 million
).
|
|
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
|
||||||||||||
Derivatives Designated as Hedging Instruments Under ASC 815
|
|
Balance Sheet Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|
||||||||
|
|
|
|
($ in millions)
|
|
($ in millions)
|
|
||||||||||||
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
113.6
|
|
|
$
|
(1.2
|
)
|
|
$
|
135.8
|
|
|
$
|
(3.8
|
)
|
(1)
|
(1)
|
Net of $
Nil
cash collateral (
December 31, 2014
— $
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, 2015
|
|
December 31, 2014
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
Change in Fair Value of Derivatives
|
|
$
|
11.6
|
|
|
$
|
(7.7
|
)
|
Interest Rate Swaps
|
|
Change in Fair Value of Derivatives
|
|
$
|
(4.8
|
)
|
|
$
|
(7.2
|
)
|
|
|
|
|
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, 2015
|
|
December 31, 2014
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
General, administrative and corporate expenses / Change in Fair Value of Derivatives
|
|
$
|
(4.9
|
)
|
|
$
|
(0.3
|
)
|
Foreign Exchange Contracts
|
|
Net change from current period hedged transactions
|
|
$
|
2.6
|
|
|
$
|
(3.8
|
)
|
11.
|
Deferred Policy Acquisition Costs
|
|
|
|
Twelve Months Ended
December 31, 2015 |
|
Twelve Months Ended December 31, 2014
|
||||
|
|
($ in millions)
|
|||||||
Balance at the beginning of the period
|
|
$
|
299.0
|
|
|
$
|
262.2
|
|
|
|
Acquisition costs deferred
|
|
545.7
|
|
|
488.0
|
|
||
|
Amortization of deferred policy acquisition costs
|
|
(483.6
|
)
|
|
(451.2
|
)
|
||
Balance at the end of the period
|
|
$
|
361.1
|
|
|
$
|
299.0
|
|
|
|
As at December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
($ in millions)
|
||||||||||
Provision for losses and LAE at the start of the year
|
|
$
|
4,750.8
|
|
|
$
|
4,678.9
|
|
|
$
|
4,779.7
|
|
Less reinsurance recoverable
|
|
(350.0
|
)
|
|
(332.7
|
)
|
|
(499.0
|
)
|
|||
Net loss and LAE at the start of the year
|
|
4,400.8
|
|
|
4,346.2
|
|
|
4,280.7
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss and LAE expenses (disposed)
|
|
—
|
|
|
(24.2
|
)
|
|
(34.6
|
)
|
|||
Provision for losses and LAE for claims incurred:
|
|
|
|
|
|
|
||||||
Current year
|
|
1,522.7
|
|
|
1,411.6
|
|
|
1,331.4
|
|
|||
Prior years
|
|
(156.5
|
)
|
|
(104.1
|
)
|
|
(107.7
|
)
|
|||
Total incurred
|
|
1,366.2
|
|
|
1,307.5
|
|
|
1,223.7
|
|
|||
Losses and LAE payments for claims incurred:
|
|
|
|
|
|
|
||||||
Current year
|
|
(141.9
|
)
|
|
(112.1
|
)
|
|
(172.8
|
)
|
|||
Prior years
|
|
(966.6
|
)
|
|
(995.6
|
)
|
|
(912.3
|
)
|
|||
Total paid
|
|
(1,108.5
|
)
|
|
(1,107.7
|
)
|
|
(1,085.1
|
)
|
|||
|
|
|
|
|
|
|
||||||
Foreign exchange (gains)/losses
|
|
(75.1
|
)
|
|
(121.0
|
)
|
|
(38.5
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net losses and LAE reserves at the end of the year
|
|
4,583.4
|
|
|
4,400.8
|
|
|
4,346.2
|
|
|||
Plus reinsurance recoverable on unpaid losses at the end of the year
|
|
354.8
|
|
|
350.0
|
|
|
332.7
|
|
|||
Provision for losses and LAE at the end of the year
|
|
$
|
4,938.2
|
|
|
$
|
4,750.8
|
|
|
$
|
4,678.9
|
|
13.
|
Income Taxes
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
($ in millions)
|
||||||||||
Income tax expense on continuing operations
|
|
$
|
14.4
|
|
|
$
|
12.1
|
|
|
$
|
13.4
|
|
Income tax (benefit) on other comprehensive income
|
|
(15.3
|
)
|
|
(5.1
|
)
|
|
(13.7
|
)
|
|||
Income tax (benefit) charged directly to shareholders’ equity
|
|
(1.9
|
)
|
|
(1.2
|
)
|
|
(1.5
|
)
|
|||
Total income tax expense/(benefit)
|
|
$
|
(2.8
|
)
|
|
$
|
5.8
|
|
|
$
|
(1.8
|
)
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income Tax Reconciliation
|
|
($ in millions)
|
||||||||||
Expected tax (benefit)/expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Overseas statutory tax rates differential
|
|
6.4
|
|
|
(7.3
|
)
|
|
(7.5
|
)
|
|||
Prior year adjustments
(1)
|
|
(4.5
|
)
|
|
(0.6
|
)
|
|
(4.2
|
)
|
|||
Valuation allowance on U.S. deferred tax assets
|
|
11.8
|
|
|
12.7
|
|
|
15.1
|
|
|||
Unrecognized tax benefits
|
|
—
|
|
|
5.3
|
|
|
8.5
|
|
|||
Valuation allowance on foreign tax credits
|
|
0.6
|
|
|
—
|
|
|
2.6
|
|
|||
Nondeductible expenses
|
|
1.3
|
|
|
1.8
|
|
|
1.6
|
|
|||
Non-taxable items
|
|
(1.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
Impact of changes in statutory tax rates
|
|
0.1
|
|
|
0.2
|
|
|
(2.5
|
)
|
|||
Total income tax expense
|
|
$
|
14.4
|
|
|
$
|
12.1
|
|
|
$
|
13.4
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
($ in millions)
|
||||||
Unrecognized tax benefits balance at January 1
|
|
$
|
29.2
|
|
|
$
|
23.9
|
|
Gross increases/(decreases) for tax positions of prior years
|
|
—
|
|
|
5.3
|
|
||
Gross increases/(decreases) for tax positions of current year
|
|
—
|
|
|
—
|
|
||
Unrecognized tax benefits balance at December 31
|
|
$
|
29.2
|
|
|
$
|
29.2
|
|
14.
|
Deferred Taxation
|
|
|
As at December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
($ in millions)
|
||||||
Deferred tax assets:
|
||||||||
Share based payments
|
|
$
|
4.0
|
|
|
$
|
2.8
|
|
Operating loss carryforwards
(1)
|
|
108.3
|
|
|
101.1
|
|
||
Loss reserves
|
|
0.5
|
|
|
1.8
|
|
||
Accrued expenses
|
|
7.9
|
|
|
11.2
|
|
||
Foreign tax credit carryforwards
|
|
16.3
|
|
|
13.0
|
|
||
Unearned premiums
|
|
6.0
|
|
|
4.9
|
|
||
Deferred policy acquisition costs
|
|
3.2
|
|
|
—
|
|
||
Office properties and equipment
|
|
7.1
|
|
|
8.7
|
|
||
Other temporary differences
|
|
9.8
|
|
|
6.7
|
|
||
Total gross deferred tax assets
|
|
163.1
|
|
|
150.2
|
|
||
Less valuation allowance
(1)
|
|
(124.4
|
)
|
|
(113.2
|
)
|
||
Net deferred tax assets
|
|
$
|
38.7
|
|
|
$
|
37.0
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Equalization provision reserves
|
|
$
|
(30.9
|
)
|
|
$
|
(32.1
|
)
|
Unrealized (gains) on investments
|
|
(0.2
|
)
|
|
(2.2
|
)
|
||
Intangible assets (other)
|
|
(2.5
|
)
|
|
(1.5
|
)
|
||
Deferred policy acquisition costs
|
|
—
|
|
|
(2.0
|
)
|
||
Other temporary differences
|
|
(1.4
|
)
|
|
(2.3
|
)
|
||
Total gross deferred tax (liabilities)
|
|
(35.0
|
)
|
|
(40.1
|
)
|
||
|
|
|
|
|
||||
Net deferred tax asset/(liability)
|
|
$
|
3.7
|
|
|
$
|
(3.1
|
)
|
15.
|
Capital Structure
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||||||
|
|
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
|
|
60,918,373
|
|
|
92
|
|
|
62,017,368
|
|
|
94
|
|
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 $25 per share
|
|
11,000,000
|
|
|
17
|
|
|
11,000,000
|
|
|
17
|
|
Total issued share capital
|
|
|
|
127
|
|
|
|
|
129
|
|
|
|
Number of Ordinary Shares
|
||||
|
|
2015
|
|
2014
|
||
Ordinary shares in issue at the beginning of the year
|
|
62,017,368
|
|
|
65,546,976
|
|
Ordinary shares issued to employees under the 2003 and 2013 share incentive plans and/or 2008 share purchase plan
|
|
649,394
|
|
|
756,676
|
|
Ordinary shares issued to non-employee directors
|
|
41,944
|
|
|
3,573
|
|
Ordinary shares repurchased
|
|
(1,790,333
|
)
|
|
(4,289,857
|
)
|
Ordinary shares in issue at the end of the year
|
|
60,918,373
|
|
|
62,017,368
|
|
16.
|
Statutory Requirements and Dividends Restrictions
|
|
|
As at December 31, 2015
|
||||||||||
|
|
U.S.
|
|
Bermuda
|
|
U.K.
|
||||||
|
|
($ in millions)
|
||||||||||
Required statutory capital and surplus
|
|
$
|
61.1
|
|
|
$
|
1,162.6
|
|
|
$
|
202.2
|
|
Statutory capital and surplus
|
|
$
|
409.9
|
|
|
$
|
2,028.3
|
|
|
$
|
934.9
|
|
|
|
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
|
|
17.
|
Retirement Plans
|
18.
|
Share-Based Payments
|
(a)
|
Employee Equity Incentives
|
|
|
As at December 31, 2015
|
||||||||||||||||
|
|
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
|
|
|
597,148
|
|
|
24,775
|
|
|
$23.65
|
|
$6.99
|
|
2 months
|
|
2007 Option grants May 4 (1)
|
607,635
|
|
|
157,980
|
|
|
449,655
|
|
|
—
|
|
|
$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, 2015
|
||||||||||
|
|
|
Restricted Share Units
|
||||||||||
RSU Holder
|
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
2004 - 2012 Grants
|
|
1,316,810
|
|
|
1,199,592
|
|
|
117,218
|
|
|
—
|
|
|
2013 Grants
|
|
307,441
|
|
|
192,173
|
|
|
34,880
|
|
|
80,388
|
|
|
2014 Grants
|
|
259,640
|
|
|
81,015
|
|
|
31,842
|
|
|
146,783
|
|
|
2015 Grants
|
|
287,852
|
|
|
—
|
|
|
10,789
|
|
|
277,063
|
|
|
Total
|
|
2,171,743
|
|
|
1,472,780
|
|
|
194,729
|
|
|
504,234
|
|
|
|
As at December 31, 2015
|
||||||||||
|
|
Performance Share Awards
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount Outstanding
|
||||
2004 - 2012 Grants
(1)
|
|
4,538,769
|
|
|
2,461,809
|
|
|
2,076,960
|
|
|
—
|
|
2013 Grants
|
|
250,066
|
|
|
203,393
|
|
|
46,673
|
|
|
—
|
|
2014 Grants
(2)
|
|
315,389
|
|
|
215,516
|
|
|
—
|
|
|
99,873
|
|
2015 Grants
(2)
|
|
277,585
|
|
|
77,825
|
|
|
33,209
|
|
|
166,551
|
|
Total
|
|
5,381,809
|
|
|
2,958,543
|
|
|
2,156,842
|
|
|
266,424
|
|
(1)
|
The amounts vested and forfeited in respect of the 2004 - 2012 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
5%
, then the portion of the performance shares subject to the vesting conditions in such year was 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 was 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 was 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 was 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 was 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 was between
100%
and
200%
on a straight-line basis.
|
|
|
Twelve Months Ended December 31, 2015
|
|||
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding performance share awards, beginning of period
|
|
268,418
|
|
|
$25.35
|
Granted
|
|
277,585
|
|
|
$38.92
|
Earned
|
|
(208,830
|
)
|
|
$38.11
|
Forfeited
|
|
(70,749
|
)
|
|
$30.26
|
Outstanding performance share awards, end of period
|
|
266,424
|
|
|
$24.17
|
2012 Phantom Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2012
|
|
33.3
|
%
|
|
8.1
|
%
|
|
21.9
|
%
|
||
2013
|
|
33.3
|
%
|
|
6.2
|
%
|
|
10.5
|
%
|
||
2014
|
|
33.3
|
%
|
|
13.3
|
%
|
|
43.0
|
%
|
||
Total
|
|
100.0
|
%
|
|
|
|
|
75.4
|
%
|
2015 Phantom Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2015
|
|
33.3
|
%
|
|
10.7
|
%
|
|
31.2
|
%
|
||
2016
|
|
33.3
|
%
|
|
NA
|
|
|
NA
|
|
||
2017
|
|
33.3
|
%
|
|
NA
|
|
|
NA
|
|
||
Total
|
|
100.0
|
%
|
|
|
|
31.2
|
%
|
Grant Date
|
|
Per share
weighted
average
fair value
|
|
Risk free
interest rate
|
|
Dividend yield
|
|
Expected life
|
|
Share price
volatility
|
|||
|
|
($)
|
|
(%)
|
|
(%)
|
|
(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
|
|
March 25, 2015
|
|
8.17
|
|
0.94
|
|
|
1.78
|
|
|
3.0
|
|
16.0
|
|
March 25, 2015
|
|
7.08
|
|
0.60
|
|
|
1.78
|
|
|
2.0
|
|
16.0
|
|
Option Holder
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Exercise
Price
|
|
Fair Value at
Grant Date
|
|
Remaining
Contractual Time
|
||
Non-employee directors - 2006 Option grants (May 25)
|
|
2,435
|
|
|
2,435
|
|
|
$21.96
|
|
$4.24
|
|
5 months
|
Non-employee directors - 2007 Option grants (July 30)
|
|
2,012
|
|
|
2,012
|
|
|
$24.76
|
|
$4.97
|
|
1 year, 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, 2015
|
||||||||||
|
|
Restricted Share Units
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
Non-Employee Directors — 2013 and prior
|
|
167,596
|
|
|
158,593
|
|
|
9,003
|
|
|
—
|
|
Non-Employee Directors — 2014
|
|
27,180
|
|
|
27,180
|
|
|
—
|
|
|
—
|
|
Non-Employee Directors — 2015
|
|
27,620
|
|
|
23,011
|
|
|
—
|
|
|
4,609
|
|
Chairman — 2013 and prior
|
|
89,987
|
|
|
89,987
|
|
|
—
|
|
|
—
|
|
Chairman — 2014
|
|
13,590
|
|
|
13,590
|
|
|
—
|
|
|
—
|
|
Chairman — 2015
|
|
12,154
|
|
|
10,127
|
|
|
—
|
|
|
2,027
|
|
Total
|
|
338,127
|
|
|
322,488
|
|
|
9,003
|
|
|
6,636
|
|
|
|
|
Twelve Months Ended December 31, 2015
|
|||
Option activity
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price
|
|
Outstanding options, beginning of period
|
|
224,141
|
|
|
$24.91
|
|
Exercised and issued
|
|
(194,919
|
)
|
|
25.04
|
|
Outstanding and exercisable options, end of period
|
|
29,222
|
|
|
$23.59
|
|
|
|
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, 2015
|
|||
Restricted share unit activity
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding restricted stock, beginning of period
|
|
525,918
|
|
|
$35.83
|
|
Granted
|
|
327,626
|
|
|
41.05
|
|
Vested
|
|
(306,888
|
)
|
|
35.85
|
|
Forfeited
|
|
(35,786
|
)
|
|
39.59
|
|
Outstanding restricted stock, end of period
|
|
510,870
|
|
|
$40.40
|
|
|
|
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
|
|
|
$35.83
|
19.
|
Intangible Assets
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
||||||||||||||||||||||||
|
|
Trade
Mark
|
|
Insurance
Licenses
|
|
Total
|
|
Trade
Mark
|
|
Insurance
Licenses
|
|
Other
|
|
Total
|
||||||||||||||
|
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||||||
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning of the period
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
18.2
|
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
0.2
|
|
|
$
|
18.4
|
|
Amortization
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||||||
End of the period
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
18.2
|
|
|
$
|
1.6
|
|
|
$
|
16.6
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
20.
|
Commitments and Contingent Liabilities
|
(a)
|
Restricted assets
|
|
|
As at December 31, 2015
|
|
At December 31, 2014
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,421.0
|
|
|
$
|
1,094.3
|
|
Third party
|
|
2,265.6
|
|
|
2,268.2
|
|
||
Letters of credit / guarantees
(1)
|
|
708.5
|
|
|
788.9
|
|
||
Total restricted assets
|
|
$
|
4,395.1
|
|
|
$
|
4,151.4
|
|
|
|
|
|
|
||||
Total as percent of investable assets
(2)
|
|
49.6
|
%
|
|
48.0
|
%
|
(1)
|
As of
December 31, 2015
, the Company had pledged funds of
$697.6 million
and
£7.1 million
(
December 31, 2014
—
$774.6 million
and
£9.2 million
) as collateral for the secured letters of credit.
|
(2)
|
The comparative balance has been re-presented to reflect total restricted investable assets as a percent of investable assets. Investable assets comprise total investments, cash and cash equivalents, accrued interest, receivables for securities sold and payables for securities purchased.
|
As at December 31, 2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Later
Years |
|
Total
|
||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||
Operating Lease Obligations
(1)
|
|
$
|
10.5
|
|
|
$
|
14.4
|
|
|
$
|
13.9
|
|
|
$
|
12.4
|
|
|
$
|
8.7
|
|
|
$
|
88.9
|
|
|
$
|
148.8
|
|
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
|
|
(c)
|
Variable interest entities
|
(d)
|
Contingent liabilities
|
21.
|
Concentrations of Credit Risk
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Broker
|
|
|
(in percentages)
|
||||||||||
Aon Corporation
|
|
18.7
|
%
|
|
17.8
|
%
|
|
16.8
|
%
|
||||
Marsh & McLennan Companies, Inc.
|
|
15.4
|
|
|
15.1
|
|
|
15.0
|
|
||||
Willis Group Holdings, Ltd.
|
|
14.5
|
|
|
13.7
|
|
|
14.4
|
|
||||
Others
(1)
|
|
51.4
|
|
|
53.4
|
|
|
53.8
|
|
||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|||||||
Gross written premiums ($ millions)
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
(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, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Affected Line Item in the
Consolidated Statement of Operations
|
||||
|
|
($ in millions)
|
|
|
||||||
Available for sale securities:
|
|
|
|
|
||||||
Realized gain on sale of securities
|
|
$
|
43.6
|
|
|
$
|
13.9
|
|
|
Realized and unrealized investment gains
|
Realized (losses) on sale of securities
|
|
(5.7
|
)
|
|
(6.2
|
)
|
|
Realized and unrealized investment losses
|
||
|
|
37.9
|
|
|
7.7
|
|
|
Income from operations before income tax
|
||
Income tax on net realized gains of securities
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|
Income tax expense
|
||
|
|
$
|
36.7
|
|
|
$
|
7.5
|
|
|
Net income
|
Realized derivatives:
|
|
|
|
|
|
|
||||
Net realized (losses) on settled derivatives
|
|
(4.9
|
)
|
|
(0.3
|
)
|
|
General, administrative and corporate expenses / Change in fair value of derivatives
|
||
|
|
$
|
(4.9
|
)
|
|
$
|
(0.3
|
)
|
|
Net income
|
|
|
|
|
|
|
|
||||
Total reclassifications from AOCI to the statement of operations, net of income tax
|
|
$
|
31.8
|
|
|
$
|
7.2
|
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
250.0
|
|
|
$
|
300.0
|
|
|
$
|
550.0
|
|
24.
|
Unaudited Quarterly Financial Data
|
|
|
2015
|
||||||||||||||||||
|
|
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
|
|
$
|
593.6
|
|
|
$
|
609.4
|
|
|
$
|
640.6
|
|
|
$
|
629.7
|
|
|
$
|
2,473.3
|
|
Net investment income
|
|
47.4
|
|
|
46.7
|
|
|
45.0
|
|
|
46.4
|
|
|
185.5
|
|
|||||
Realized and unrealized investment gains
|
|
57.4
|
|
|
13.5
|
|
|
10.7
|
|
|
12.9
|
|
|
94.5
|
|
|||||
Other income
|
|
3.9
|
|
|
(1.2
|
)
|
|
(2.3
|
)
|
|
(0.3
|
)
|
|
0.1
|
|
|||||
Total revenues
|
|
702.3
|
|
|
668.4
|
|
|
694.0
|
|
|
688.7
|
|
|
2,753.4
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Losses and loss adjustment expenses
|
|
306.1
|
|
|
360.5
|
|
|
365.6
|
|
|
334.0
|
|
|
1,366.2
|
|
|||||
Amortization of deferred policy acquisition costs
|
|
119.3
|
|
|
114.1
|
|
|
132.0
|
|
|
118.2
|
|
|
483.6
|
|
|||||
General, administrative and corporate expenses
|
|
102.2
|
|
|
95.4
|
|
|
100.5
|
|
|
125.9
|
|
|
424.0
|
|
|||||
Interest on long-term debt
|
|
7.4
|
|
|
7.3
|
|
|
7.4
|
|
|
7.4
|
|
|
29.5
|
|
|||||
Change in fair value of derivatives
|
|
7.8
|
|
|
(2.0
|
)
|
|
(10.1
|
)
|
|
(2.5
|
)
|
|
(6.8
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
2.9
|
|
|
3.3
|
|
|
8.3
|
|
|
5.3
|
|
|
19.8
|
|
|||||
Realized and unrealized investment losses/(gains)
|
|
14.5
|
|
|
28.8
|
|
|
51.9
|
|
|
(17.7
|
)
|
|
77.5
|
|
|||||
Net realized and unrealized foreign exchange losses/(gains)
|
|
6.4
|
|
|
11.6
|
|
|
8.4
|
|
|
(5.0
|
)
|
|
21.4
|
|
|||||
Other expenses
|
|
2.6
|
|
|
(1.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
0.7
|
|
|||||
Total expenses
|
|
569.2
|
|
|
617.2
|
|
|
664.0
|
|
|
565.5
|
|
|
2,415.9
|
|
|||||
Income from operations before income tax
|
|
133.1
|
|
|
51.2
|
|
|
30.0
|
|
|
123.2
|
|
|
337.5
|
|
|||||
Income tax (expense)
|
|
(5.1
|
)
|
|
(2.2
|
)
|
|
(1.8
|
)
|
|
(5.3
|
)
|
|
(14.4
|
)
|
|||||
Net income
|
|
$
|
128.0
|
|
|
$
|
49.0
|
|
|
$
|
28.2
|
|
|
$
|
117.9
|
|
|
$
|
323.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
62,159,303
|
|
|
61,408,633
|
|
|
60,779,295
|
|
|
60,784,832
|
|
|
61,287,884
|
|
|||||
Diluted
|
|
63,532,662
|
|
|
62,896,907
|
|
|
62,155,125
|
|
|
62,176,505
|
|
|
62,687,503
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.91
|
|
|
$
|
0.64
|
|
|
$
|
0.30
|
|
|
$
|
1.78
|
|
|
$
|
4.64
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.87
|
|
|
$
|
0.62
|
|
|
$
|
0.30
|
|
|
$
|
1.75
|
|
|
$
|
4.54
|
|
|
|
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
|
|
25.
|
Subsequent Events
|
|
|
As at December 31, 2015
|
|
As at December 31, 2014
|
||||
|
|
($ in millions, except per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Short-term investments (available for sale)
|
|
$
|
25.0
|
|
|
$
|
—
|
|
Cash and cash equivalents
|
|
110.5
|
|
|
86.8
|
|
||
Investments in subsidiaries
|
|
3,439.4
|
|
|
3,368.5
|
|
||
Other investments
|
|
0.8
|
|
|
8.7
|
|
||
Eurobond issued by subsidiary
|
|
480.0
|
|
|
573.8
|
|
||
Long-term debt issued by Silverton
|
|
44.5
|
|
|
35.6
|
|
||
Intercompany funds due from affiliates
|
|
5.3
|
|
|
43.6
|
|
||
Other assets
|
|
9.0
|
|
|
—
|
|
||
Total assets
|
|
$
|
4,114.5
|
|
|
$
|
4,117.0
|
|
LIABILITIES
|
|
|
|
|
|
|
||
Accrued expenses and other payables
|
|
15.7
|
|
|
52.5
|
|
||
Intercompany funds due to affiliates
|
|
129.7
|
|
|
96.1
|
|
||
Long-term debt
|
|
549.2
|
|
|
549.1
|
|
||
Total liabilities
|
|
$
|
694.6
|
|
|
$
|
697.7
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Ordinary Shares:
|
|
|
|
|
||||
60,918,373 shares of par value 0.15144558¢ each
(December 31, 2014 — 62,017,368) |
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference Shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2014 — 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, 2014 — 6,400,000) |
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
|
1,075.3
|
|
|
1,134.3
|
|
||
Retained earnings
|
|
2,283.6
|
|
|
2,050.1
|
|
||
Non-controlling interest
|
|
1.3
|
|
|
0.5
|
|
||
Accumulated other comprehensive income, net of taxes:
|
|
|
|
|
|
|
||
Unrealized gains on investments
|
|
60.2
|
|
|
165.4
|
|
||
Loss on derivatives
|
|
(1.2
|
)
|
|
(3.8
|
)
|
||
Gains on foreign currency translation
|
|
0.6
|
|
|
72.7
|
|
||
Total accumulated other comprehensive income
|
|
59.6
|
|
|
234.3
|
|
||
Total shareholders’ equity
|
|
3,419.9
|
|
|
3,419.3
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
4,114.5
|
|
|
$
|
4,117.0
|
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Equity in net earnings of subsidiaries and other investments
|
|
$
|
59.0
|
|
|
$
|
146.9
|
|
|
$
|
40.6
|
|
Dividend income
|
|
292.3
|
|
|
258.5
|
|
|
301.8
|
|
|||
Interest income on Eurobond
|
|
29.5
|
|
|
29.5
|
|
|
44.6
|
|
|||
Net realized and unrealized investment gains/(losses)
|
|
4.3
|
|
|
5.6
|
|
|
(6.3
|
)
|
|||
Other income
|
|
1.9
|
|
|
1.9
|
|
|
1.9
|
|
|||
Total revenues
|
|
387.0
|
|
|
442.4
|
|
|
382.6
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
General, administrative and corporate expenses
|
|
(34.4
|
)
|
|
(57.1
|
)
|
|
(20.6
|
)
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|
(32.7
|
)
|
|||
Income from operations before income tax
|
|
323.1
|
|
|
355.8
|
|
|
329.3
|
|
|||
Income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
323.1
|
|
|
355.8
|
|
|
329.3
|
|
|||
Amount attributable to non-controlling interest
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
0.5
|
|
|||
Net income attributable to Aspen Insurance Holdings Limited ordinary shareholders
|
|
322.3
|
|
|
355.0
|
|
|
329.8
|
|
|||
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized gains on investments
|
|
(105.2
|
)
|
|
34.9
|
|
|
(184.7
|
)
|
|||
Loss on derivatives reclassified to interest expense
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Net change from current period hedged transactions
|
|
2.6
|
|
|
(3.8
|
)
|
|
—
|
|
|||
Change in foreign currency translation adjustment
|
|
(72.1
|
)
|
|
(15.9
|
)
|
|
(24.1
|
)
|
|||
Other comprehensive (loss)/income, net of tax
|
|
(174.7
|
)
|
|
15.2
|
|
|
(208.3
|
)
|
|||
Comprehensive income
|
|
$
|
147.6
|
|
|
$
|
370.2
|
|
|
$
|
121.5
|
|
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|
Twelve Months Ended December 31, 2013
|
||||||
|
|
($ in millions)
|
||||||||||
Cash Flows From/(Used In) Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (excluding equity in net earnings of subsidiaries)
|
|
$
|
256.4
|
|
|
$
|
209.8
|
|
|
$
|
288.8
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|||
Share-based compensation expenses
|
|
17.9
|
|
|
15.1
|
|
|
21.4
|
|
|||
Realized and unrealized losses/(gains)
|
|
(4.3
|
)
|
|
(5.6
|
)
|
|
6.3
|
|
|||
Loss on derivative contracts
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|||
Loss on derivative reclassified to interest expense
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Change in other receivables
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|||
Change in other assets
|
|
(9.0
|
)
|
|
0.6
|
|
|
(2.8
|
)
|
|||
Change in accrued expenses and other payables
|
|
(36.8
|
)
|
|
37.9
|
|
|
(5.5
|
)
|
|||
Change in intercompany activities
|
|
71.9
|
|
|
32.3
|
|
|
104.3
|
|
|||
Net cash generated by operating activities
|
|
297.3
|
|
|
291.2
|
|
|
413.0
|
|
|||
Cash Flows From/(Used in) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchase of short term investments
|
|
(25.0
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in subsidiaries
|
|
(171.5
|
)
|
|
(56.6
|
)
|
|
(605.4
|
)
|
|||
Investment in long-term debt issued by Silverton
|
|
(25.0
|
)
|
|
(15.0
|
)
|
|
(15.0
|
)
|
|||
Repayment of loan notes issued by Silverton
|
|
20.5
|
|
|
—
|
|
|
—
|
|
|||
Investment in Micro-insurance
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from other investments
|
|
—
|
|
|
39.3
|
|
|
—
|
|
|||
Net cash (used in) investing activities
|
|
(201.8
|
)
|
|
(32.3
|
)
|
|
(620.4
|
)
|
|||
Cash Flows From/(Used in) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of ordinary shares, net of issuance costs
|
|
6.8
|
|
|
2.7
|
|
|
21.2
|
|
|||
Proceeds from issuance of preference shares, net of issuance costs
|
|
—
|
|
|
—
|
|
|
270.6
|
|
|||
PIERS redeemed and cancelled
|
|
—
|
|
|
—
|
|
|
(230.0
|
)
|
|||
Ordinary share repurchase
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|
(309.6
|
)
|
|||
Make-whole payment
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|||
Proceeds from long term debt
|
|
—
|
|
|
—
|
|
|
299.7
|
|
|||
Debt redemption
|
|
—
|
|
|
—
|
|
|
(250.0
|
)
|
|||
Ordinary and preference share dividends paid
|
|
(88.7
|
)
|
|
(88.1
|
)
|
|
(83.3
|
)
|
|||
Proceeds from maturity of Eurobond
|
|
573.8
|
|
|
—
|
|
|
400.0
|
|
|||
Eurobond purchased from subsidiary
|
|
(480.0
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in)/from financing activities
|
|
(71.8
|
)
|
|
(266.3
|
)
|
|
109.3
|
|
|||
Increase/(decrease) in cash and cash equivalents
|
|
23.7
|
|
|
(7.4
|
)
|
|
(98.1
|
)
|
|||
Cash and cash equivalents — beginning of period
|
|
86.8
|
|
|
94.2
|
|
|
192.3
|
|
|||
Cash and cash equivalents — end of period
|
|
$
|
110.5
|
|
|
$
|
86.8
|
|
|
$
|
94.2
|
|
Year Ended December 31, 2015
|
|
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
|
|
$
|
235.2
|
|
|
$
|
2,409.5
|
|
|
$
|
484.2
|
|
|
$
|
1,072.6
|
|
|
|
|
|
$
|
491.6
|
|
|
$
|
224.7
|
|
|
$
|
1,153.5
|
|
|
$
|
146.5
|
|
|
Insurance
|
|
125.9
|
|
|
2,173.9
|
|
|
934.1
|
|
|
1,400.7
|
|
|
|
|
|
874.6
|
|
|
258.9
|
|
|
1,492.7
|
|
|
213.6
|
|
|||||||||
Total
|
|
$
|
361.1
|
|
|
$
|
4,583.4
|
|
|
$
|
1,418.3
|
|
|
$
|
2,473.3
|
|
|
$
|
185.5
|
|
|
$
|
1,366.2
|
|
|
$
|
483.6
|
|
|
$
|
2,646.2
|
|
|
$
|
360.1
|
|
Year to date 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
|
|
|
|
Direct
|
|
Assumed
|
|
Ceded
|
|
Net Amount
|
||||||||
|
|
($ in millions)
|
||||||||||||||
2015
|
|
$
|
1,748.4
|
|
|
$
|
1,248.9
|
|
|
$
|
(351.1
|
)
|
|
$
|
2,646.2
|
|
2014
|
|
$
|
1,729.9
|
|
|
$
|
1,172.8
|
|
|
$
|
(387.5
|
)
|
|
$
|
2,515.2
|
|
2013
|
|
$
|
1,512.8
|
|
|
$
|
1,133.9
|
|
|
$
|
(347.0
|
)
|
|
$
|
2,299.7
|
|
|
|
Gross Amount
|
|
Ceded to Other
Companies
|
|
Assumed From
Other
Companies
|
|
Net Amount
|
|
Percentage of
Amount
Assumed
to Net
|
|||||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||||||
2015
|
|
$
|
1,703.3
|
|
|
$
|
(383.5
|
)
|
|
$
|
1,153.5
|
|
|
$
|
2,473.3
|
|
|
46.6
|
%
|
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
|
%
|
|
|
Balance at
Beginning of
Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||||
|
|
($ in millions)
|
||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Premiums receivable from underwriting activities
|
|
$
|
4.3
|
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
$
|
—
|
|
|
$
|
2.6
|
|
Reinsurance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.
|
INTERPRETATION 1
|
2.
|
POSITION 2
|
3.
|
TERM 2
|
4.
|
DUTIES 2
|
5.
|
REMUNERATION AND COMMISSION 3
|
6.
|
PENSION AND INSURANCE BENEFITS 4
|
7.
|
EXPENSES 5
|
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 15
|
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
|
IT IS AGREED
as follows:
|
19
|
(1)
|
Stephen Postlewhite 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
|
“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;
|
“Former Agreement”
|
means the employment agreements between the Executive and the Company dated 21
st
July, 2003 and 1
st
November 2010, which this Agreement supersedes replaces;
|
“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 Chief Executive Officer or such other person as the Company may nominate from time to time as the person to whom the Executive shall report.
|
2.
|
POSITION
|
3.
|
TERM
|
4.
|
DUTIES
|
5.
|
REMUNERATION AND COMMISSION
|
6.
|
PENSION AND INSURANCE BENEFITS
|
7.
|
EXPENSES
|
8.
|
HOLIDAYS AND HOLIDAY PAY
|
9.
|
DISABILITY OR DEATH
|
10.
|
CONFIDENTIAL INFORMATION
|
(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;
|
11.
|
COPYRIGHT AND DESIGNS
|
12.
|
GRATUITIES AND CODES OF CONDUCT
|
13.
|
RESTRICTIVE COVENANTS
|
14.
|
TERMINATION BY RECONSTRUCTION OR AMALGAMATION; CHANGE IN CONTROL
|
15.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE
|
16.
|
TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
|
17.
|
TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
|
18.
|
OBLIGATIONS UPON TERMINATION OF EMPLOYMENT; CERTAIN OTHER TERMINATIONS
|
19.
|
EFFECT OF TERMINATION OF THIS AGREEMENT
|
20.
|
GENERAL RELEASE
|
21.
|
OTHER TERMS AND CONDITIONS
|
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
|
Witness Occupation:
|
|
|
|
ASPEN INSURANCE UK SERVICES LIMITED
|
|
By:
|
/s/ Chris O’Kane
|
Chris O’Kane
|
|
Chief Executive Officer
|
(1)
|
ASPEN INSURANCE UK SERVICES LIMITED
, (Registered in England No. 1184193), 30 Fenchurch Street, London EC3M 3BD, England (formerly known as (the “Company”); and
|
(2)
|
Stephen Postlewhite of [address intentionally omitted]
(hereinafter referred to as the “
Executive
”).
|
1.
|
INTERPRETATION
|
2.
|
TERMINATION DATE
|
3.
|
PAYMENT OF SALARY ETC
|
|
The Company will continue to provide the Executive with his salary and all other contractual benefits up to the Termination Date in the normal way. Within 14 days of the Termination Date the Company will also pay the Executive in respect of his accrued but untaken holiday (less such deductions for income tax and national insurance as are required by law).
|
4.
|
TERMINATION SUMS
|
1.
|
£[
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;
|
2.
|
the sum of £[
appropriate figure to be inserted
] in respect of the Executive’s entitlement to a Severance Payment, as calculated and defined in accordance with Clause 18.2(c) of the Service Agreement; and
|
3.
|
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
|
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);
|
(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; or
|
(c)
|
make any derogatory or disparaging comments about the Company, any Group Company or any of its or their shareholders, directors, officers, employees or agents.
|
14.
|
NO ADMISSION OF LIABILITY
|
15.
|
TAX INDEMNITY
|
16.
|
ENTIRE AGREEMENT
|
17.
|
THIRD PARTY RIGHTS
|
18.
|
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
|
APJ Asset Protection Jersey Limited
|
Jersey
|
Aspen Specialty Insurance Solutions LLC
|
California
|
Aspen Re America CA LLC
|
California
|
Aspen Re America Risk Solutions LLC
|
Connecticut
|
Aspen U.S. Holdings, Inc.
|
Delaware
|
Aspen Capital Advisors Inc.
|
Delaware
|
Aspen Insurance U.S. Services Inc.
|
Delaware
|
Aspen Re America, Inc.
|
Delaware
|
Aspen Specialty Insurance Management, Inc.
|
Massachusetts
|
Aspen Specialty Insurance Company
|
North Dakota
|
Aspen American Insurance Company
|
Texas
|
Aspen Singapore Pte. Ltd.
|
Singapore
|
1.
|
I have reviewed this annual report on Form 10-K of Aspen Insurance Holdings Limited;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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.
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
|
By:
|
|
/s/ Christopher O’Kane
|
||
|
|
|
Name:
|
|
Christopher O’Kane
|
Date: February 19, 2016
|
|
|
Title:
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Aspen Insurance Holdings Limited;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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.
|
5.
|
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):
|
a)
|
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
|
b)
|
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.
|
|
|
|
|
|
|
|
By:
|
|
/s/ Scott Kirk
|
||
|
|
|
Name:
|
|
Scott Kirk
|
Date:February 19, 2016
|
|
|
Title:
|
|
Chief Financial Officer
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: February 19, 2016
|
||||
|
|
|
|||
|
By:
|
|
/s/ Christopher O’Kane
|
||
|
|
|
Name:
|
|
Christopher O’Kane
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
||||
|
Date: February 19, 2016
|
||||
|
|
|
|||
|
By:
|
|
/s/ Scott Kirk
|
||
|
|
|
Name:
|
|
Scott Kirk
|
|
|
|
Title:
|
|
Chief Financial Officer
|