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(g) 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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5.625% 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 political, regulatory and economic effects arising from the vote and resulting negotiations as a result of the vote by the U.K. electorate in favor of a U.K. exit from the European Union in the June 2016 referendum;
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•
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the reliability of, and changes in assumptions to, natural and man-made catastrophe pricing, accumulation and estimated loss models;
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•
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decreased demand for our insurance or reinsurance products:
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•
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cyclical changes in the insurance and reinsurance industry;
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•
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the models we use to assess our exposure to losses from future natural catastrophes (“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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changes in market conditions in the agriculture industry, which may vary depending upon demand for agricultural products, weather, commodity prices, natural disasters, and changes in legislation and policies related to agricultural products and producers;
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•
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termination of, or changes in, the terms of the U.S. Federal Multiple Peril Crop Insurance Program or the U.S. Farm Bill, including modifications to the Standard Reinsurance Agreement put in place by the Risk Management Agency of the U.S. Department of Agriculture;
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•
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the recent consolidation in the insurance and reinsurance 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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our ability to exercise capital management initiatives, including capital available to pursue our share repurchase program at various levels or to declare dividends, or to arrange banking facilities as a result of prevailing market conditions, the level of catastrophes or other losses 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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a failure in our operational systems or infrastructure or those of third parties, including those caused by security breaches or cyber-attacks;
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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 availability, cost or quality of reinsurance or retrocessional coverage;
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•
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changes in the total industry losses or our share of total industry losses resulting from events, such as catastrophes, that have occurred in prior years or may occur 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 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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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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|
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Twelve Months Ended December 31, 2016
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Twelve Months Ended December 31, 2015
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Twelve Months Ended December 31, 2014
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|||||||||||||||
Business Segment
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Gross
Written Premiums
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% of Total
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Gross
Written Premiums
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% of Total
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Gross
Written Premiums
|
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% of Total
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|||||||||
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($ in millions, except for percentages)
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|||||||||||||||||||
Reinsurance
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$
|
1,413.2
|
|
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44.9
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%
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$
|
1,248.9
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|
|
41.7
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%
|
|
$
|
1,172.8
|
|
|
40.4
|
%
|
|
Insurance
|
|
1,733.8
|
|
|
55.1
|
|
|
1,748.4
|
|
|
58.3
|
|
|
1,729.9
|
|
|
59.6
|
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||||
Total
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$
|
3,147.0
|
|
|
100.0
|
%
|
|
$
|
2,997.3
|
|
|
100.0
|
%
|
|
$
|
2,902.7
|
|
|
100.0
|
%
|
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
117.3
|
|
|
8.3
|
%
|
|
$
|
122.8
|
|
|
9.8
|
%
|
|
$
|
114.4
|
|
|
9.8
|
%
|
|
Caribbean
|
|
10.0
|
|
|
0.7
|
|
|
13.5
|
|
|
1.1
|
|
|
11.0
|
|
|
0.9
|
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||||
Europe (excluding U.K.)
|
|
99.1
|
|
|
7.0
|
|
|
100.9
|
|
|
8.1
|
|
|
101.3
|
|
|
8.6
|
|
||||
United Kingdom
|
|
14.1
|
|
|
1.0
|
|
|
15.3
|
|
|
1.2
|
|
|
15.5
|
|
|
1.3
|
|
||||
United States & Canada
(1)
|
|
698.4
|
|
|
49.4
|
|
|
530.1
|
|
|
42.5
|
|
|
453.6
|
|
|
38.7
|
|
||||
Worldwide excluding United States
(2)
|
|
36.5
|
|
|
2.6
|
|
|
40.3
|
|
|
3.2
|
|
|
50.6
|
|
|
4.3
|
|
||||
Worldwide including United States
(3)
|
|
357.6
|
|
|
25.3
|
|
|
345.9
|
|
|
27.7
|
|
|
363.8
|
|
|
31.0
|
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||||
Others
|
|
80.2
|
|
|
5.7
|
|
|
80.1
|
|
|
6.4
|
|
|
62.6
|
|
|
5.4
|
|
||||
Total
|
|
$
|
1,413.2
|
|
|
100.0
|
%
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
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, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Property catastrophe reinsurance
|
|
$
|
273.0
|
|
|
19.3
|
%
|
|
$
|
274.3
|
|
|
22.0
|
%
|
|
$
|
301.5
|
|
|
25.7
|
%
|
|
Other property reinsurance
|
|
328.2
|
|
|
23.2
|
|
|
360.3
|
|
|
28.8
|
|
|
343.0
|
|
|
29.3
|
|
||||
Casualty reinsurance
|
|
320.6
|
|
|
22.7
|
|
|
287.5
|
|
|
23.0
|
|
|
281.9
|
|
|
24.0
|
|
||||
Specialty reinsurance
(1)
|
|
491.4
|
|
|
34.8
|
|
|
326.8
|
|
|
26.2
|
|
|
246.4
|
|
|
21.0
|
|
||||
Total
|
|
$
|
1,413.2
|
|
|
100.0
|
%
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
(1)
|
Includes gross written premium of $178.9 million related to AgriLogic.
|
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Australia/Asia
|
|
$
|
23.2
|
|
|
1.3
|
%
|
|
$
|
17.2
|
|
|
1.0
|
%
|
|
$
|
15.7
|
|
|
0.9
|
%
|
|
Caribbean
|
|
4.3
|
|
|
0.2
|
|
|
6.8
|
|
|
0.4
|
|
|
8.7
|
|
|
0.5
|
|
||||
Europe (excluding U.K.)
|
|
10.6
|
|
|
0.6
|
|
|
12.7
|
|
|
0.7
|
|
|
12.6
|
|
|
0.7
|
|
||||
United Kingdom
|
|
217.3
|
|
|
12.5
|
|
|
208.2
|
|
|
11.9
|
|
|
193.8
|
|
|
11.2
|
|
||||
United States & Canada
(1)
|
|
898.6
|
|
|
51.8
|
|
|
949.4
|
|
|
54.3
|
|
|
903.7
|
|
|
52.3
|
|
||||
Worldwide excluding United States
(2)
|
|
54.2
|
|
|
3.2
|
|
|
66.9
|
|
|
3.8
|
|
|
65.6
|
|
|
3.8
|
|
||||
Worldwide including United States
(3)
|
|
479.6
|
|
|
27.7
|
|
|
447.7
|
|
|
25.6
|
|
|
488.0
|
|
|
28.2
|
|
||||
Others
|
|
46.0
|
|
|
2.7
|
|
|
39.5
|
|
|
2.3
|
|
|
41.8
|
|
|
2.4
|
|
||||
Total
|
|
$
|
1,733.8
|
|
|
100.0
|
%
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
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, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
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
|
|
$
|
858.2
|
|
|
49.5
|
%
|
|
$
|
890.6
|
|
|
51.0
|
%
|
|
$
|
801.0
|
|
|
46.3
|
%
|
|
Marine, aviation and energy insurance
|
|
396.3
|
|
|
22.9
|
|
|
427.3
|
|
|
24.0
|
|
|
519.3
|
|
|
30.0
|
|
||||
Financial and professional lines insurance
|
|
479.3
|
|
|
27.6
|
|
|
430.5
|
|
|
25.0
|
|
|
409.6
|
|
|
23.7
|
|
||||
Total
|
|
$
|
1,733.8
|
|
|
100.0
|
%
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
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 and a sampling methodology for simpler insurance risks;
|
•
|
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 and/or to the appropriate entity board 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, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
Reinsurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
394.6
|
|
|
27.9
|
%
|
|
$
|
367.2
|
|
|
29.4
|
%
|
|
$
|
321.3
|
|
|
27.4
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
285.1
|
|
|
20.2
|
|
|
307.2
|
|
|
24.6
|
|
|
287.3
|
|
|
24.5
|
|
||||
Willis Group Holdings, Ltd.
|
|
291.8
|
|
|
20.6
|
|
|
291.0
|
|
|
23.3
|
|
|
287.3
|
|
|
24.5
|
|
||||
Others
|
|
441.7
|
|
(1)
|
31.2
|
|
|
283.5
|
|
|
22.7
|
|
|
276.9
|
|
|
23.6
|
|
||||
Total
|
|
$
|
1,413.2
|
|
|
100.0
|
%
|
|
$
|
1,248.9
|
|
|
100.0
|
%
|
|
$
|
1,172.8
|
|
|
100.0
|
%
|
(1)
|
Includes gross written premium of $178.9 million related to AgriLogic.
|
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
|||||||||||||||
Insurance
|
|
|
Gross
Written Premiums
|
|
% of Total
|
|
Gross
Written Premiums |
|
% of Total
|
|
Gross
Written
Premiums
|
|
% of Total
|
|||||||||
|
|
|
($ in millions, except for percentages)
|
|||||||||||||||||||
Aon Corporation
|
|
$
|
183.1
|
|
|
10.6
|
%
|
|
$
|
192.5
|
|
|
11.0
|
%
|
|
$
|
196.0
|
|
|
11.3
|
%
|
|
Marsh & McLennan Companies, Inc.
|
|
177.1
|
|
|
10.2
|
|
|
155.1
|
|
|
8.9
|
|
|
151.9
|
|
|
8.8
|
|
||||
Willis Group Holdings, Ltd.
|
|
137.8
|
|
|
7.9
|
|
|
142.7
|
|
|
8.2
|
|
|
110.8
|
|
|
6.4
|
|
||||
Ryan Specialty
|
|
89.9
|
|
|
5.2
|
|
|
106.7
|
|
|
6.1
|
|
|
99.7
|
|
|
5.8
|
|
||||
Brownstone Agency
|
|
75.7
|
|
|
4.4
|
|
|
92.7
|
|
|
5.3
|
|
|
95.8
|
|
|
5.5
|
|
||||
Amwins
|
|
66.6
|
|
|
3.8
|
|
|
76.2
|
|
|
4.4
|
|
|
60.4
|
|
|
3.5
|
|
||||
Jardine Lloyd Thompson Ltd.
|
|
47.7
|
|
|
2.8
|
|
|
49.4
|
|
|
2.8
|
|
|
54.6
|
|
|
3.2
|
|
||||
Arthur J Gallagher (UK) Limited
|
|
45.1
|
|
|
2.6
|
|
|
33.1
|
|
|
1.9
|
|
|
26.4
|
|
|
1.5
|
|
||||
Brown & Brown
|
|
44.2
|
|
|
2.5
|
|
|
42.5
|
|
|
2.4
|
|
|
39.2
|
|
|
2.3
|
|
||||
Others
|
|
866.6
|
|
|
50.0
|
|
|
857.4
|
|
|
49.0
|
|
|
895.2
|
|
|
51.7
|
|
||||
Total
|
|
$
|
1,733.8
|
|
|
100.0
|
%
|
|
$
|
1,748.4
|
|
|
100.0
|
%
|
|
$
|
1,729.9
|
|
|
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, 2016
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
1,207.9
|
|
|
$
|
9.4
|
|
|
$
|
(11.2
|
)
|
|
$
|
1,206.1
|
|
U.S. Agency
|
117.7
|
|
|
1.9
|
|
|
—
|
|
|
119.6
|
|
||||
Municipal
|
23.2
|
|
|
1.6
|
|
|
(0.4
|
)
|
|
24.4
|
|
||||
Corporate
|
2,566.9
|
|
|
39.6
|
|
|
(20.0
|
)
|
|
2,586.5
|
|
||||
Non-U.S. Government-backed Corporate
|
89.2
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
89.8
|
|
||||
Foreign Government
|
477.7
|
|
|
11.8
|
|
|
(0.8
|
)
|
|
488.7
|
|
||||
Asset-backed
|
62.6
|
|
|
0.4
|
|
|
—
|
|
|
63.0
|
|
||||
Non-agency Commercial Mortgage-backed
|
12.3
|
|
|
0.3
|
|
|
—
|
|
|
12.6
|
|
||||
Agency Mortgage-backed
|
1,062.6
|
|
|
19.6
|
|
|
(8.3
|
)
|
|
1,073.9
|
|
||||
Total Fixed Income Securities — Available for Sale
|
5,620.1
|
|
|
85.3
|
|
|
(40.8
|
)
|
|
5,664.6
|
|
||||
Total Short-term Investments — Available for Sale
|
145.3
|
|
|
—
|
|
|
—
|
|
|
145.3
|
|
||||
Total
|
$
|
5,765.4
|
|
|
$
|
85.3
|
|
|
$
|
(40.8
|
)
|
|
$
|
5,809.9
|
|
|
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, 2016
|
||||||||||||||
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
($ in millions)
|
||||||||||||||
U.S. Government
|
$
|
82.8
|
|
|
$
|
0.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
82.4
|
|
Municipal
|
15.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
15.5
|
|
||||
Corporate
|
817.8
|
|
|
9.9
|
|
|
(7.1
|
)
|
|
820.6
|
|
||||
Foreign Government
|
203.4
|
|
|
3.5
|
|
|
(4.1
|
)
|
|
202.8
|
|
||||
Asset-backed
|
14.5
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
||||
Agency Mortgage-backed
|
130.6
|
|
|
0.2
|
|
|
(0.9
|
)
|
|
129.9
|
|
||||
Total Fixed Income Securities — Trading
|
1,264.8
|
|
|
14.0
|
|
|
(13.1
|
)
|
|
1,265.7
|
|
||||
Total Short-term Investments — Trading
|
185.4
|
|
|
—
|
|
|
—
|
|
|
185.4
|
|
||||
Total Equity Securities — Trading
|
554.3
|
|
|
55.4
|
|
|
(25.0
|
)
|
|
584.7
|
|
||||
Total Catastrophe Bonds — Trading
|
42.5
|
|
|
—
|
|
|
—
|
|
|
42.5
|
|
||||
Total
|
$
|
2,047.0
|
|
|
$
|
69.4
|
|
|
$
|
(38.1
|
)
|
|
$
|
2,078.3
|
|
|
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
|
|
||||
Catastrophe Bonds — Trading
|
55.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
55.4
|
|
||||
Total
|
$
|
1,581.4
|
|
|
$
|
65.2
|
|
|
$
|
(57.3
|
)
|
|
$
|
1,589.3
|
|
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, 2016
|
|
As at December 31, 2015
|
||
United Kingdom
|
|
658
|
|
|
579
|
|
|
United States
(1)
|
|
797
|
|
|
412
|
|
|
Bermuda
|
|
56
|
|
|
52
|
|
|
Switzerland
|
|
39
|
|
|
37
|
|
|
Singapore
|
|
23
|
|
|
19
|
|
|
Ireland
|
|
12
|
|
|
12
|
|
|
Dubai
|
|
6
|
|
|
—
|
|
|
France
|
|
4
|
|
|
5
|
|
|
Germany
|
|
4
|
|
|
3
|
|
|
Australia
|
|
3
|
|
|
2
|
|
|
Total
|
|
1,602
|
|
|
1,121
|
|
•
|
10% of its policyholders surplus as of the preceding December 31; or
|
•
|
the net income, not including realized capital gains, for the preceding calendar year.
|
•
|
10% of its policyholders surplus as of the preceding December 31; or
|
•
|
the net income for the preceding calendar year.
|
Item 1A.
|
Risk Factors
|
|
U.S. Dollars
|
|
|
GBP
|
|
|
Other
|
|
|
Gross Written Premiums
|
81.8
|
%
|
|
6.2
|
%
|
|
12.0
|
%
|
|
General, Administrative and Corporate Expenses
|
66.5
|
%
|
|
27.1
|
%
|
|
6.4
|
%
|
|
•
|
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
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
|
|
|
|
|
First Quarter
|
|
$48.32
|
|
$40.34
|
|
$0.21
|
|
Second Quarter
|
|
$48.35
|
|
$43.27
|
|
$0.22
|
|
Third Quarter
|
|
$47.47
|
|
$44.05
|
|
$0.22
|
|
Fourth Quarter
|
|
$55.80
|
|
$46.07
|
|
$0.22
|
|
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
|
|
$0.21
|
Period
|
|
|
Total
Number of
Shares (or
Units)
Purchased
|
|
Average
Price
Paid per
Share (or
Unit) ($)
|
|
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, 2016 to October 31, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.0
|
|
November 1, 2016 to November 30, 2016
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.0
|
|
December 1, 2016 to December 31, 2016
|
|
472,748
|
|
|
52.88
|
|
|
472,748
|
|
|
$341.3
|
|
Total
|
|
472,748
|
|
|
52.88
|
|
|
472,748
|
|
|
$341.3
|
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||
Aspen Insurance Holdings Limited
|
|
100.00
|
|
|
123.55
|
|
|
161.83
|
|
|
174.52
|
|
|
195.89
|
|
|
226.59
|
|
S&P 500
|
|
100.00
|
|
|
116.00
|
|
|
153.57
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
S&P 500 Property & Casualty Insurance
|
|
100.00
|
|
|
12.00
|
|
|
165.76
|
|
|
191.30
|
|
|
209.15
|
|
|
241.56
|
|
Item 6.
|
Selected Financial Data
|
|
|
Twelve Months Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
($ in millions, except per share amounts and percentages)
|
||||||||||||||||||
Summary Income Statement Data
|
|
|
|
|
|
|
|
|||||||||||||
Gross written premiums
|
|
$
|
3,147.0
|
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
|
$
|
2,646.7
|
|
|
$
|
2,583.3
|
|
Net premiums written
|
|
2,593.7
|
|
|
2,646.2
|
|
|
2,515.2
|
|
|
2,299.7
|
|
|
2,246.9
|
|
|||||
Net premiums earned
|
|
2,637.3
|
|
|
2,473.3
|
|
|
2,405.3
|
|
|
2,171.8
|
|
|
2,083.5
|
|
|||||
Loss and loss adjustment expenses
|
|
(1,576.1
|
)
|
|
(1,366.2
|
)
|
|
(1,307.5
|
)
|
|
(1,223.7
|
)
|
|
(1,238.5
|
)
|
|||||
Amortization of deferred policy acquisition costs, general, administrative and corporate expenses
|
|
(1,019.0
|
)
|
|
(907.6
|
)
|
|
(896.9
|
)
|
|
(790.1
|
)
|
|
(726.3
|
)
|
|||||
Net investment income
|
|
187.1
|
|
|
185.5
|
|
|
190.3
|
|
|
186.4
|
|
|
204.9
|
|
|||||
Net income/(loss)
|
|
203.4
|
|
|
323.1
|
|
|
355.8
|
|
|
329.3
|
|
|
280.4
|
|
|||||
Basic earnings/(loss) per share
|
|
2.67
|
|
|
4.64
|
|
|
4.92
|
|
|
4.29
|
|
|
3.51
|
|
|||||
Fully diluted earnings/(loss) per share
|
|
2.61
|
|
|
4.54
|
|
|
4.82
|
|
|
4.14
|
|
|
3.39
|
|
|||||
Basic weighted average shares outstanding (millions)
|
|
60.5
|
|
|
61.3
|
|
|
64.5
|
|
|
66.9
|
|
|
71.1
|
|
|||||
Diluted weighted average shares outstanding (millions)
|
|
61.9
|
|
|
62.7
|
|
|
65.9
|
|
|
69.4
|
|
|
73.7
|
|
|||||
Selected Ratios (based on U.S. GAAP income statement data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loss ratio (on net premiums earned)
(1)
|
|
59.8
|
%
|
|
55.2
|
%
|
|
54.4
|
%
|
|
56.3
|
%
|
|
59.4
|
%
|
|||||
Expense ratio (on net premiums earned)
(2)
|
|
38.7
|
%
|
|
36.7
|
%
|
|
37.3
|
%
|
|
36.3
|
%
|
|
34.9
|
%
|
|||||
Combined ratio
(3)
|
|
98.5
|
%
|
|
91.9
|
%
|
|
91.7
|
%
|
|
92.6
|
%
|
|
94.3
|
%
|
|||||
Summary Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total cash and investments
(4,8)
|
|
$
|
9,174.1
|
|
|
$
|
8,811.7
|
|
|
$
|
8,607.4
|
|
|
$
|
8,253.4
|
|
|
$
|
8,203.9
|
|
Premiums receivable
(5)
|
|
1,472.5
|
|
|
1,151.6
|
|
|
1,058.6
|
|
|
1,045.5
|
|
|
1,141.8
|
|
|||||
Total assets
|
|
12,090.1
|
|
|
11,048.8
|
|
|
10,716.3
|
|
|
10,230.5
|
|
|
10,310.6
|
|
|||||
Loss and loss adjustment expense reserves
|
|
5,319.9
|
|
|
4,938.2
|
|
|
4,750.8
|
|
|
4,678.9
|
|
|
4,779.7
|
|
|||||
Reserves for unearned premiums
|
|
1,618.6
|
|
|
1,587.2
|
|
|
1,441.8
|
|
|
1,280.6
|
|
|
1,120.8
|
|
|||||
Loan notes issued by variable interest entities, at fair value
(9)
|
|
223.4
|
|
|
190.6
|
|
|
138.6
|
|
|
50.0
|
|
|
—
|
|
|||||
Long-term debt
|
|
549.3
|
|
|
549.2
|
|
|
549.1
|
|
|
549.0
|
|
|
499.1
|
|
|||||
Total shareholders’ equity
|
|
3,648.3
|
|
|
3,419.9
|
|
|
3,419.3
|
|
|
3,299.6
|
|
|
3,488.4
|
|
|||||
Per Share Data (Based on U.S. GAAP balance sheet data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Book value per ordinary share
(6)
|
|
$47.68
|
|
$46.99
|
|
$46.16
|
|
$41.87
|
|
$42.12
|
||||||||||
Diluted book value per share (treasury stock method)
(7)
|
|
$46.72
|
|
$46.00
|
|
$45.13
|
|
$40.90
|
|
$40.65
|
||||||||||
Cash dividend declared per ordinary share
|
|
$0.86
|
|
$0.83
|
|
$0.78
|
|
$0.71
|
|
$0.66
|
(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
70,753,723
,
65,546,976
,
62,017,368
,
60,918,373
and
59,774,464
as at December 31,
2012
,
2013
,
2014
,
2015
and
2016
, 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, as at December 31,
2012
,
2013
,
2014
,
2015
and
2016
, divided by the number of dilutive equivalent shares outstanding of
73,312,340
,
67,089,572
,
63,444,356
,
62,240,466
and
61,001,071
as at December 31,
2012
,
2013
,
2014
,
2015
and
2016
, respectively. As at December 31,
2012
,
2013
,
2014
,
2015
and
2016
, there were
2,558,617
,
1,542,596
,
1,426,988
,
1,322,093
and
1,226,607
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
$291.3 million
as at
December 31, 2016
and
$243.3 million
as at
December 31, 2015
.
|
(9)
|
Of the total loan notes issued by our consolidated variable interest entities, at fair value, of
$223.4 million
as at
December 31, 2016
,
$115.0 million
were classified as long term liabilities and
$108.4 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.
|
•
|
Gross written premiums of
$3,147 million
in
2016
, an increase of
5.0%
from
2015
.
|
•
|
Annualized net income return on average equity of
5.4%
for
2016
compared with
10.0%
in
2015
and
11.1%
in
2014
.
|
•
|
Combined ratio of
98.5%
for
2016
, including
$164.4 million
, or
6.3
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements, compared with
91.9%
for
2015
, which included
$90.5 million
or
3.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements, and
91.7%
for
2014
, which included $65.5 million or
2.7
percentage points of pre-tax catastrophe losses, net of reinsurance and reinstatements.
|
•
|
Net favorable development on prior year loss reserves of
$129.3 million
, or
4.9
combined ratio points, for
2016
compared with
$156.5 million
, or
6.3
combined ratio points, for
2015
, and
$104.1 million
, or
4.3
combined ratio points, for
2014
.
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,413.2
|
|
|
13.2
|
%
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
Insurance
|
|
1,733.8
|
|
|
(0.8
|
)%
|
|
1,748.4
|
|
|
1.1
|
%
|
|
1,729.9
|
|
|||
Total
|
|
$
|
3,147.0
|
|
|
5.0
|
%
|
|
$
|
2,997.3
|
|
|
3.3
|
%
|
|
$
|
2,902.7
|
|
•
|
an increase of
$108.7 million
in retained earnings for the period;
|
•
|
a reduction of
$64.7 million
in other comprehensive income;
|
•
|
net proceeds of $241.3 million from the issuance of the 5.625% Preference Shares in September 2016; and
|
•
|
the repurchase of
1,595,076
ordinary shares for
$75.0 million
through open market and other repurchases.
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
Preference shares less issue expenses
|
|
(797.1
|
)
|
|
(555.8
|
)
|
||
Non-controlling interests
|
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Net assets attributable to ordinary shareholders
|
|
$
|
2,849.8
|
|
|
$
|
2,862.8
|
|
Issued ordinary shares
|
|
59,774,464
|
|
|
60,918,373
|
|
||
Issued and potentially dilutive ordinary shares
|
|
61,001,071
|
|
|
62,240,466
|
|
•
|
changes in the renewal rate or rate of new business acceptances by the cedant insurance companies leading to lower or greater volumes of ceded premiums than our estimate, which could result from changes in the relevant primary market that could affect more than one of our cedants or could be a consequence of changes in marketing strategy or risk appetite by a particular cedant;
|
•
|
changes in the rates being charged by cedants; and
|
•
|
differences between the pattern of inception dates assumed in our estimate and the actual pattern of inception dates.
|
•
|
the cost of claims reported to us but not yet paid known as case reserves (“case reserves”);
|
•
|
IBNR reserves to cover the anticipated cost of claims incurred but not reported and potential development of reported claims; and
|
•
|
the expenses associated with settling claims, including legal and other fees and the general expenses of administering the claims adjustment process, known as the loss adjustment expenses (“LAE”).
|
•
|
Initial expected loss ratio (“IELR”) method:
This method calculates an estimate of ultimate losses by applying an estimated loss ratio to an estimate of ultimate earned premium for each accident year. The estimated loss ratio may be based on pricing information and/or industry data and/or historical claims experience revalued to the year under review.
|
•
|
Bornhuetter-Ferguson (“BF”) method:
The BF method uses as a starting point an assumed IELR and blends in the loss ratio, which is implied by the claims experience to date using benchmark loss development patterns on paid claims data (“Paid BF”) or reported claims data (“Reported BF”). Although the method tends to provide less volatile indications at early stages of development and reflects changes in the external environment, it can be slow to react to emerging loss development and can, if the IELR proves to be inaccurate, produce loss estimates which take longer to converge with the final settlement value of loss.
|
•
|
Loss development (“Chain Ladder”) method:
This method uses actual loss data and the historical development profiles on older accident years to project more recent, less developed years to their ultimate position.
|
•
|
Exposure-based method:
This method is typically used for specific large catastrophic events such as a major hurricane. All exposure is identified and we work with known market information and information from our cedants to determine a percentage of the exposure to be taken as the ultimate loss.
|
•
|
changes in our processes which might accelerate or slow down the development and/or recording of paid or incurred claims;
|
•
|
changes in the legal environment (including challenges to tort reform);
|
•
|
the effects of inflation;
|
•
|
changes in the mix of business;
|
•
|
the impact of large losses; and
|
•
|
changes in our cedants’ reserving methodologies.
|
Change in assumption
|
|
|
Reserve for losses and loss expenses
|
||
|
|
($ in millions)
|
|||
Six month acceleration
|
|
$
|
4,631.5
|
|
|
Three month acceleration
|
|
$
|
4,690.0
|
|
|
No change (selected)
|
|
4,759.2
|
|
||
Three month deceleration
|
|
$
|
4,842.8
|
|
|
Six month deceleration
|
|
$
|
4,942.6
|
|
Change in assumption
|
|
|
Reserve for losses and loss expenses
|
||
|
|
($ in millions)
|
|||
10% favorable
|
|
$
|
4,452.3
|
|
|
5% favorable
|
|
$
|
4,609.2
|
|
|
No change (selected)
|
|
4,759.2
|
|
||
5% unfavorable
|
|
$
|
4,913.3
|
|
|
10% unfavorable
|
|
$
|
5,067.4
|
|
|
|
Twelve Months Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions, except for percentages)
|
||||||||||
Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
3,147.0
|
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
Net premiums written
|
|
2,593.7
|
|
|
2,646.2
|
|
|
2,515.2
|
|
|||
Gross premiums earned
|
|
3,086.3
|
|
|
2,856.8
|
|
|
2,736.6
|
|
|||
Net premiums earned
|
|
2,637.3
|
|
|
2,473.3
|
|
|
2,405.3
|
|
|||
Net investment income
|
|
187.1
|
|
|
185.5
|
|
|
190.3
|
|
|||
Realized and unrealized investment gains
|
|
108.4
|
|
|
94.5
|
|
|
46.3
|
|
|||
Other income
|
|
5.7
|
|
|
0.1
|
|
|
4.5
|
|
|||
Total Revenues
|
|
2,938.5
|
|
|
2,753.4
|
|
|
2,646.4
|
|
|||
Expenses
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses
|
|
1,576.1
|
|
|
1,366.2
|
|
|
1,307.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
528.9
|
|
|
483.6
|
|
|
451.2
|
|
|||
General, administrative and corporate expenses
|
|
490.1
|
|
|
424.0
|
|
|
445.7
|
|
|||
Interest on long-term debt
|
|
29.5
|
|
|
29.5
|
|
|
29.5
|
|
|||
Change in fair value of derivatives
|
|
24.6
|
|
|
(6.8
|
)
|
|
15.2
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
17.1
|
|
|
19.8
|
|
|
18.6
|
|
|||
Realized and unrealized investment losses
|
|
63.2
|
|
|
77.5
|
|
|
14.7
|
|
|||
Net realized and unrealized exchange losses/(gains)
|
|
(1.8
|
)
|
|
21.4
|
|
|
(5.6
|
)
|
|||
Other expense
|
|
1.3
|
|
|
0.7
|
|
|
1.7
|
|
|||
Total Expenses
|
|
2,729.0
|
|
|
2,415.9
|
|
|
2,278.5
|
|
|||
Income from operations before income tax
|
|
209.5
|
|
|
337.5
|
|
|
367.9
|
|
|||
Income tax (expense)
|
|
(6.1
|
)
|
|
(14.4
|
)
|
|
(12.1
|
)
|
|||
Net Income
|
|
$
|
203.4
|
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|||
Loss ratio
|
|
59.8
|
%
|
|
55.2
|
%
|
|
54.4
|
%
|
|||
Expense ratio
|
|
38.7
|
%
|
|
36.7
|
%
|
|
37.3
|
%
|
|||
Combined ratio
|
|
98.5
|
%
|
|
91.9
|
%
|
|
91.7
|
%
|
|
|
Gross Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,413.2
|
|
|
13.2
|
%
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
Insurance
|
|
1,733.8
|
|
|
(0.8
|
)%
|
|
1,748.4
|
|
|
1.1
|
%
|
|
1,729.9
|
|
|||
Total
|
|
$
|
3,147.0
|
|
|
5.0
|
%
|
|
$
|
2,997.3
|
|
|
3.3
|
%
|
|
$
|
2,902.7
|
|
|
|
Ceded Written Premiums for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
144.0
|
|
|
50.9
|
%
|
|
$
|
95.4
|
|
|
95.5
|
%
|
|
$
|
48.8
|
|
Insurance
|
|
409.3
|
|
|
60.1
|
%
|
|
255.7
|
|
|
(24.5
|
)%
|
|
338.7
|
|
|||
Total
|
|
$
|
553.3
|
|
|
57.6
|
%
|
|
$
|
351.1
|
|
|
(9.4
|
)%
|
|
$
|
387.5
|
|
|
|
Net Premiums Earned for the Twelve Months Ended December 31,
|
||||||||||||||||
Business Segment
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
(in millions)
|
||||||||
Reinsurance
|
|
$
|
1,181.9
|
|
(1)
|
10.2
|
%
|
|
$
|
1,072.6
|
|
|
(1.4
|
)%
|
|
$
|
1,088.2
|
|
Insurance
|
|
1,455.4
|
|
|
3.9
|
%
|
|
1,400.7
|
|
|
6.3
|
%
|
|
1,317.1
|
|
|||
Total
|
|
$
|
2,637.3
|
|
|
6.6
|
%
|
|
$
|
2,473.3
|
|
|
2.8
|
%
|
|
$
|
2,405.3
|
|
(1)
|
Includes gross written premium of $178.9 million related to the acquisition of AgriLogic in January 2016.
|
For the Twelve Months Ended December 31, 2016
|
|
Total Loss
Ratio
|
|
Current Year
Adjustments
|
|
Loss
Ratio Excluding
Current Year
Adjustments
|
|||
Reinsurance
|
|
55.7
|
%
|
|
(9.7
|
)%
|
|
46.0
|
%
|
Insurance
|
|
63.1
|
%
|
|
(3.5
|
)%
|
|
59.6
|
%
|
Total
|
|
59.8
|
%
|
|
(6.3
|
)%
|
|
53.5
|
%
|
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, 2016
|
|||||||
Ratios Based on Gross Earned Premium
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
|||
Policy acquisition expense ratio
|
|
17.2
|
%
|
|
17.1
|
%
|
|
17.1
|
%
|
General and administrative expense ratio
(1)
|
|
13.5
|
|
|
12.9
|
|
|
15.6
|
|
Gross expense ratio
|
|
30.7
|
|
|
30.0
|
|
|
32.7
|
|
Effect of reinsurance
|
|
3.6
|
|
|
6.5
|
|
|
6.0
|
|
Total net expense ratio
|
|
34.3
|
%
|
|
36.5
|
%
|
|
38.7
|
%
|
|
|
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
|
%
|
(1)
|
The total group general and administrative expense ratio includes corporate expenses. In 2014, corporate expenses included
$28.5 million
of costs associated with the unsolicited approach and an inadequate offer by Endurance.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
18.6
|
|
|
$
|
11.7
|
|
|
$
|
10.3
|
|
Fixed income securities — gross realized (losses)
|
|
(8.3
|
)
|
|
(2.7
|
)
|
|
(5.9
|
)
|
|||
Equity securities — gross realized gains
|
|
—
|
|
|
31.9
|
|
|
12.9
|
|
|||
Equity securities — gross realized (losses)
|
|
—
|
|
|
(3.0
|
)
|
|
(0.8
|
)
|
|||
Cash and cash equivalents - gross realized gains
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents — gross realized (losses)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Total other-than-temporary impairments
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
12.6
|
|
|
4.9
|
|
|
7.3
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(7.3
|
)
|
|
(6.1
|
)
|
|
(2.5
|
)
|
|||
Cash and cash equivalents - gross realized gains
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents — gross realized (losses)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Equity securities — gross realized gains
|
|
54.1
|
|
|
46.0
|
|
|
7.8
|
|
|||
Equity securities — gross realized (losses)
|
|
(46.3
|
)
|
|
(31.7
|
)
|
|
(3.1
|
)
|
|||
Catastrophe bonds — gross realized gains (losses)
|
|
—
|
|
|
(0.3
|
)
|
|
0.4
|
|
|||
Net change in gross unrealized (losses) gains
|
|
22.5
|
|
|
(33.1
|
)
|
|
7.6
|
|
|||
Gross realized and unrealized (losses) gains in other investments
|
|
(0.1
|
)
|
|
(0.6
|
)
|
|
—
|
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
45.2
|
|
|
$
|
17.0
|
|
|
$
|
31.6
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting income
|
|
$
|
125.7
|
|
|
$
|
263.4
|
|
|
$
|
294.7
|
|
Corporate expenses
|
|
(73.8
|
)
|
|
(63.9
|
)
|
|
(65.3
|
)
|
|||
Amortization and non-recurring corporate expenses
|
|
(9.7
|
)
|
|
—
|
|
|
(28.5
|
)
|
|||
Other income
|
|
4.4
|
|
|
(0.6
|
)
|
|
2.8
|
|
|||
Net investment income
|
|
187.1
|
|
|
185.5
|
|
|
190.3
|
|
|||
Change in fair value of derivatives
|
|
(24.6
|
)
|
|
6.8
|
|
|
(15.2
|
)
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
(17.1
|
)
|
|
(19.8
|
)
|
|
(18.6
|
)
|
|||
Realized and unrealized investment gains
|
|
108.4
|
|
|
94.5
|
|
|
46.3
|
|
|||
Realized and unrealized investment (losses)
|
|
(63.2
|
)
|
|
(77.5
|
)
|
|
(14.7
|
)
|
|||
Net realized and unrealized foreign exchange (losses) gains
|
|
1.8
|
|
|
(21.4
|
)
|
|
5.6
|
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|||
Income before tax
|
|
$
|
209.5
|
|
|
$
|
337.5
|
|
|
$
|
367.9
|
|
|
|
Twelve Months Ended December 31, 2016
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,413.2
|
|
|
$
|
1,733.8
|
|
|
$
|
3,147.0
|
|
Net written premiums
|
|
1,269.2
|
|
|
1,324.5
|
|
|
2,593.7
|
|
|||
Gross earned premiums
|
|
1,317.9
|
|
|
1,768.4
|
|
|
3,086.3
|
|
|||
Net earned premiums
|
|
1,181.9
|
|
|
1,455.4
|
|
|
2,637.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss expenses
|
|
657.9
|
|
|
918.2
|
|
|
1,576.1
|
|
|||
Amortization of deferred policy acquisition costs
|
|
226.4
|
|
|
302.5
|
|
|
528.9
|
|
|||
General and administrative expenses
|
|
178.2
|
|
|
228.4
|
|
|
406.6
|
|
|||
Underwriting income
|
|
$
|
119.4
|
|
|
$
|
6.3
|
|
|
125.7
|
|
|
Corporate expenses
|
|
|
|
|
|
(73.8
|
)
|
|||||
Amortization and non-recurring corporate expenses
|
|
|
|
|
|
(9.7
|
)
|
|||||
Net investment income
|
|
|
|
|
|
187.1
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
108.4
|
|
|||||
Realized and unrealized investment losses
|
|
|
|
|
|
(63.2
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(17.1
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(24.6
|
)
|
|||||
Interest on long-term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
1.8
|
|
|||||
Other income
|
|
|
|
|
|
5.7
|
|
|||||
Other expenses
|
|
|
|
|
|
(1.3
|
)
|
|||||
Income before income tax
|
|
|
|
|
|
209.5
|
|
|||||
Income tax expense
|
|
|
|
|
|
(6.1
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
203.4
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,462.1
|
|
|
$
|
2,297.1
|
|
|
$
|
4,759.2
|
|
|
|
|
|
|
|
|
||||||
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
55.7
|
%
|
|
63.1
|
%
|
|
59.8
|
%
|
|||
Policy acquisition expense ratio
|
|
19.2
|
|
|
20.8
|
|
|
20.1
|
|
|||
General and administrative expense ratio
(1)
|
|
15.1
|
|
|
15.7
|
|
|
18.6
|
|
|||
Expense ratio
|
|
34.3
|
|
|
36.5
|
|
|
38.7
|
|
|||
Combined ratio
|
|
90.0
|
%
|
|
99.6
|
%
|
|
98.5
|
%
|
(1)
|
The total group general and administrative expense ratio includes the impact from corporate expenses, amortization and non-recurring corporate expenses.
|
|
|
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 gains
|
|
|
|
|
|
|
|
(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, amortization and non-recurring 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 (loss)
|
|
$
|
244.0
|
|
|
$
|
50.7
|
|
|
294.7
|
|
|
Corporate expenses
|
|
|
|
|
|
(65.3
|
)
|
|||||
Amortization and non-recurring corporate expenses
|
|
|
|
|
|
(28.5
|
)
|
|||||
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 (losses)
|
|
|
|
|
|
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, amortization and non-recurring corporate expenses.
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property catastrophe reinsurance
|
|
$
|
273.0
|
|
|
(0.5
|
)%
|
|
$
|
274.3
|
|
|
(9.0
|
)%
|
|
$
|
301.5
|
|
Other property reinsurance
|
|
328.2
|
|
|
(8.9
|
)%
|
|
360.3
|
|
|
5.0
|
%
|
|
343.0
|
|
|||
Casualty reinsurance
|
|
320.6
|
|
|
11.5
|
%
|
|
287.5
|
|
|
2.0
|
%
|
|
281.9
|
|
|||
Specialty reinsurance
|
|
491.4
|
|
|
50.4
|
%
|
|
326.8
|
|
|
32.6
|
%
|
|
246.4
|
|
|||
Total
|
|
$
|
1,413.2
|
|
|
13.2
|
%
|
|
$
|
1,248.9
|
|
|
6.5
|
%
|
|
$
|
1,172.8
|
|
|
|
For the Twelve Months Ended December 31,
|
||||||||||||||||
Lines of Business
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
|
% change
|
|
($ in millions)
|
||||||||
Property and casualty insurance
|
|
$
|
858.2
|
|
|
(3.6
|
)%
|
|
$
|
890.6
|
|
|
11.2
|
%
|
|
$
|
801.0
|
|
Marine, aviation and energy insurance
|
|
396.3
|
|
|
(7.3
|
)%
|
|
427.3
|
|
|
(17.7
|
)%
|
|
519.3
|
|
|||
Financial and professional lines insurance
|
|
479.3
|
|
|
11.3
|
%
|
|
430.5
|
|
|
5.1
|
%
|
|
409.6
|
|
|||
Total
|
|
$
|
1,733.8
|
|
|
(0.8
|
)%
|
|
$
|
1,748.4
|
|
|
1.1
|
%
|
|
$
|
1,729.9
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||||||||
|
|
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
|
|
$
|
1,206.1
|
|
|
13.1
|
%
|
|
$
|
1,123.1
|
|
|
12.7
|
%
|
U.S. agency
|
|
119.6
|
|
|
1.3
|
|
|
158.7
|
|
|
1.8
|
|
||
Municipal
|
|
24.4
|
|
|
0.3
|
|
|
26.6
|
|
|
0.3
|
|
||
Corporate
|
|
2,586.5
|
|
|
28.2
|
|
|
2,660.6
|
|
|
30.2
|
|
||
Non-U.S. government-backed corporate
|
|
89.8
|
|
|
1.0
|
|
|
82.1
|
|
|
0.9
|
|
||
Foreign government
|
|
488.7
|
|
|
5.3
|
|
|
644.2
|
|
|
7.3
|
|
||
Asset-backed
|
|
63.0
|
|
|
0.7
|
|
|
76.0
|
|
|
0.9
|
|
||
Non-agency commercial mortgage-backed
|
|
12.6
|
|
|
0.1
|
|
|
26.7
|
|
|
0.3
|
|
||
Agency mortgage-backed
|
|
1,073.9
|
|
|
11.7
|
|
|
1,153.1
|
|
|
13.1
|
|
||
Total Fixed Income Securities — Available for Sale
|
|
$
|
5,664.6
|
|
|
61.7
|
%
|
|
$
|
5,951.1
|
|
|
67.5
|
%
|
Fixed Income Securities — Trading
|
|
|
|
|
|
|
|
|
||||||
U.S. government
|
|
82.4
|
|
|
0.9
|
%
|
|
27.3
|
|
|
0.3
|
%
|
||
Municipal
|
|
15.5
|
|
|
0.2
|
|
|
0.5
|
|
|
—
|
|
||
Corporate
|
|
820.6
|
|
|
8.9
|
|
|
558.2
|
|
|
6.3
|
|
||
Foreign government
|
|
202.8
|
|
|
2.2
|
|
|
179.5
|
|
|
2.0
|
|
||
Asset-backed
|
|
14.5
|
|
|
0.2
|
|
|
20.5
|
|
|
0.2
|
|
||
Bank loans
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
||
Agency mortgage-backed securities
|
|
129.9
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
||
Total Fixed Income Securities — Trading
|
|
$
|
1,265.7
|
|
|
13.8
|
%
|
|
$
|
788.0
|
|
|
8.8
|
%
|
Total other investments
|
|
12.1
|
|
|
0.1
|
|
|
8.9
|
|
|
0.1
|
|
||
Total catastrophe bonds — trading
|
|
42.5
|
|
|
0.5
|
|
|
55.4
|
|
|
0.6
|
|
||
Total equity securities — trading
|
|
584.7
|
|
|
6.4
|
|
|
736.4
|
|
|
8.4
|
|
||
Total short-term investments — available for sale
|
|
145.3
|
|
|
1.6
|
|
|
162.9
|
|
|
1.8
|
|
||
Total short-term investments — trading
|
|
185.4
|
|
|
2.0
|
|
|
9.5
|
|
|
0.1
|
|
||
Total cash and cash equivalents
|
|
1,273.8
|
|
|
13.9
|
|
|
1,099.5
|
|
|
12.5
|
|
||
Total Cash and Investments
|
|
$
|
9,174.1
|
|
|
100.0
|
%
|
|
$
|
8,811.7
|
|
|
100.0
|
%
|
|
|
AAA
|
|
AA and Below
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Agency
|
|
$
|
—
|
|
|
$
|
1,203.8
|
|
|
$
|
1,203.8
|
|
Non-agency commercial
|
|
12.4
|
|
|
0.2
|
|
|
12.6
|
|
|||
Total mortgage-backed securities
|
|
$
|
12.4
|
|
|
$
|
1,204.0
|
|
|
$
|
1,216.4
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Available for Sale Equity Portfolio
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
4.1
|
|
Realized investment gains
|
|
—
|
|
|
31.5
|
|
|
10.9
|
|
|||
Change in net unrealized gains, gross of tax
|
|
—
|
|
|
(31.5
|
)
|
|
(6.0
|
)
|
|||
Realized foreign exchange (losses)
|
|
—
|
|
|
(5.5
|
)
|
|
(0.5
|
)
|
|||
Net unrealized foreign exchange gains (losses)
|
|
—
|
|
|
4.2
|
|
|
(4.0
|
)
|
|||
Total investment return from the available for sale equity portfolio
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
$
|
4.5
|
|
|
|
For the Twelve Months Ended
|
||||||||||
Trading Equity Portfolio
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Dividend income
|
|
$
|
20.4
|
|
|
$
|
20.0
|
|
|
$
|
13.0
|
|
Realized investment gains
|
|
31.7
|
|
|
33.6
|
|
|
5.4
|
|
|||
Change in net unrealized gains, gross of tax
|
|
9.6
|
|
|
(9.8
|
)
|
|
28.1
|
|
|||
Realized foreign exchange (losses)
|
|
(24.1
|
)
|
|
(17.7
|
)
|
|
(0.7
|
)
|
|||
Net unrealized foreign exchange (losses)/gains
|
|
7.8
|
|
|
(7.1
|
)
|
|
(26.5
|
)
|
|||
Total investment return from the trading equity portfolio
|
|
$
|
45.4
|
|
|
$
|
19.0
|
|
|
$
|
19.3
|
|
|
|
As at December 31, 2016 by Ratings
|
|||||||||||||||||||||||||||||
Country
|
|
AAA
|
|
AA
|
|
A
|
|
BBB
|
|
BB
|
|
NR
|
|
Market
Value
|
|
Market
Value
%
|
|||||||||||||||
|
|
($ in millions except percentages)
|
|||||||||||||||||||||||||||||
Austria
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
1.1
|
%
|
Belgium
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
23.7
|
|
|
2.7
|
|
|||||||
Czech Republic
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|||||||
Denmark
|
|
3.2
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
5.0
|
|
|
8.9
|
|
|
1.0
|
|
|||||||
Finland
|
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
18.4
|
|
|
2.1
|
|
|||||||
France
|
|
—
|
|
|
17.7
|
|
|
37.8
|
|
|
2.3
|
|
|
—
|
|
|
11.2
|
|
|
69.0
|
|
|
7.9
|
|
|||||||
Germany
|
|
50.0
|
|
|
14.8
|
|
|
76.1
|
|
|
15.3
|
|
|
—
|
|
|
13.1
|
|
|
169.2
|
|
|
19.5
|
|
|||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|
0.1
|
|
|||||||
Lithuania
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
0.2
|
|
|||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|||||||
Netherlands
|
|
16.0
|
|
|
—
|
|
|
41.7
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
7.6
|
|
|||||||
Norway
|
|
0.6
|
|
|
—
|
|
|
13.0
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|
1.6
|
|
|||||||
Poland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
0.1
|
|
|
7.0
|
|
|
0.8
|
|
|||||||
Romania
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
0.6
|
|
|||||||
Sweden
|
|
—
|
|
|
13.2
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
5.6
|
|
|
19.8
|
|
|
2.3
|
|
|||||||
Switzerland
|
|
5.9
|
|
|
26.5
|
|
|
29.5
|
|
|
1.9
|
|
|
—
|
|
|
50.0
|
|
|
113.7
|
|
|
13.1
|
|
|||||||
United Kingdom
|
|
10.9
|
|
|
170.6
|
|
|
62.9
|
|
|
31.5
|
|
|
—
|
|
|
66.1
|
|
|
341.9
|
|
|
39.3
|
|
|||||||
Total European Exposure
|
|
$
|
86.5
|
|
|
$
|
263.8
|
|
|
$
|
285.5
|
|
|
$
|
74.2
|
|
|
$
|
—
|
|
|
$
|
159.6
|
|
|
$
|
869.6
|
|
|
100.0
|
%
|
|
|
As at December 31, 2016 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
|
|
$
|
2.9
|
|
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.8
|
|
|
$
|
0.2
|
|
Belgium
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.0
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
23.7
|
|
|
—
|
|
||||||||||||
Czech Republic
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||||||||
Denmark
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
8.9
|
|
|
(0.9
|
)
|
||||||||||||
Finland
|
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
18.4
|
|
|
0.6
|
|
||||||||||||
France
|
|
1.3
|
|
|
—
|
|
|
5.2
|
|
|
19.2
|
|
|
—
|
|
|
6.2
|
|
|
25.9
|
|
|
—
|
|
|
11.2
|
|
|
—
|
|
|
69.0
|
|
|
1.1
|
|
||||||||||||
Germany
|
|
6.7
|
|
|
—
|
|
|
37.8
|
|
|
5.7
|
|
|
13.3
|
|
|
—
|
|
|
92.7
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
|
169.2
|
|
|
3.1
|
|
||||||||||||
Ireland
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||||||||||||
Lithuania
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
(0.1
|
)
|
||||||||||||
Luxembourg
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||||||||||
Netherlands
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
15.4
|
|
|
33.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.9
|
|
|
1.0
|
|
||||||||||||
Norway
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.6
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.0
|
|
|
0.5
|
|
||||||||||||
Poland
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
7.0
|
|
|
(0.2
|
)
|
||||||||||||
Romania
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
(0.1
|
)
|
||||||||||||
Sweden
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
7.5
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
19.8
|
|
|
1.1
|
|
||||||||||||
Switzerland
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.9
|
|
|
47.9
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
113.7
|
|
|
0.8
|
|
||||||||||||
United Kingdom
|
|
168.5
|
|
|
0.5
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
15.6
|
|
|
78.3
|
|
|
10.9
|
|
|
66.1
|
|
|
—
|
|
|
341.9
|
|
|
12.8
|
|
||||||||||||
Total European Exposure
|
|
$
|
207.7
|
|
|
$
|
0.5
|
|
|
$
|
51.9
|
|
|
$
|
62.1
|
|
|
$
|
19.5
|
|
|
$
|
54.5
|
|
|
$
|
302.9
|
|
|
$
|
10.9
|
|
|
$
|
159.6
|
|
|
$
|
—
|
|
|
$
|
869.6
|
|
|
$
|
19.9
|
|
|
|
As at December 31, 2016
|
||||||||||
Business Segment
|
|
Gross
|
|
Reinsurance
Recoverable
|
|
Net
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
2,536.1
|
|
|
$
|
(74.0
|
)
|
|
$
|
2,462.1
|
|
Insurance
|
|
2,783.8
|
|
|
(486.7
|
)
|
|
2,297.1
|
|
|||
Total losses and loss expense reserves
|
|
$
|
5,319.9
|
|
|
$
|
(560.7
|
)
|
|
$
|
4,759.2
|
|
|
|
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
|
|
|
|
As at December 31, 2016
|
|||||||||||||
|
|
Gross
Outstandings
|
|
Gross
IBNR
|
|
Gross
Reserve
|
|
% IBNR
|
|||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||
Reinsurance
|
|
$
|
1,084.2
|
|
|
$
|
1,451.9
|
|
|
$
|
2,536.1
|
|
|
57.2
|
%
|
Insurance
|
|
1,190.8
|
|
|
1,593.0
|
|
|
2,783.8
|
|
|
57.2
|
%
|
|||
Total losses and loss expense reserves
|
|
$
|
2,275.0
|
|
|
$
|
3,044.9
|
|
|
$
|
5,319.9
|
|
|
57.2
|
%
|
|
|
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
|
%
|
|
|
For the Twelve Months Ended
|
||||||||||
Business Segment
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Reinsurance
|
|
$
|
87.0
|
|
|
$
|
90.8
|
|
|
$
|
99.0
|
|
Insurance
|
|
42.3
|
|
|
65.7
|
|
|
5.1
|
|
|||
Total losses and loss expense reserves reductions
|
|
$
|
129.3
|
|
|
$
|
156.5
|
|
|
$
|
104.1
|
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||
|
|
($ in millions)
|
||||||
Share capital, additional paid-in capital, retained income and accumulated other comprehensive income attributable to ordinary shareholders
|
|
$
|
2,851.2
|
|
|
$
|
2,864.1
|
|
Preference shares (liquidation preferences net of issue costs)
|
|
797.1
|
|
|
555.8
|
|
||
Long-term debt
|
|
549.3
|
|
|
549.2
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
223.4
|
|
|
190.6
|
|
||
Total capital
|
|
$
|
4,421.0
|
|
|
$
|
4,159.7
|
|
•
|
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 canceled a total of
1,790,333
ordinary shares in open market repurchases. We paid a total consideration of
$83.7 million
and an average price of
$46.74
per ordinary share for the twelve months ended December 31, 2015. As at December 31, 2015, we had
$416.3 million
remaining under our then existing share repurchase authorization of
$500.0 million
which was approved on February 5, 2015 and expired on February 6, 2017.
|
•
|
On April 21, 2016, we announced a 5.0% increase in our quarterly dividend to our ordinary shareholders from
$0.21
to $0.22 per ordinary share.
|
•
|
For the
twelve months ended
December 31, 2016, we repurchased of
1,595,076
ordinary shares in open market repurchases for a total consideration of
$75.0 million
at an average price of
$47.02
per ordinary share. As at
December 31, 2016
, we had
$341.3 million
remaining under our then existing
$500.0 million
share repurchase authorization program.
|
•
|
On February 8, 2017, our Board of Directors authorized a new share repurchase program of
$250.0 million
. The total share repurchase authorization, which was effective immediately through February 8, 2019, permits us to effect the repurchases of our shares from time to time through a combination of transactions, including open market purchases, privately negotiated transactions and accelerated share repurchase transactions.
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,482.8
|
|
|
$
|
1,421.0
|
|
Third party
|
|
2,380.8
|
|
|
2,265.6
|
|
||
Letters of credit / guarantees
|
|
672.1
|
|
|
708.5
|
|
||
Total restricted assets
|
|
$
|
4,535.7
|
|
|
$
|
4,395.1
|
|
Total as percent of investable assets
|
|
49.3
|
%
|
|
49.6
|
%
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Later
Years |
|
Total
|
||||||||||||||
|
($ in millions)
|
||||||||||||||||||||||||||
Operating lease obligations
|
$
|
16.1
|
|
|
$
|
15.3
|
|
|
$
|
14.0
|
|
|
$
|
9.9
|
|
|
$
|
8.7
|
|
|
$
|
86.4
|
|
|
$
|
150.4
|
|
Long-term debt obligations
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250.0
|
|
|
300.0
|
|
|
550.0
|
|
|||||||
Reserves for losses and LAE
(2)
|
1,332.1
|
|
|
979.0
|
|
|
731.7
|
|
|
510.2
|
|
|
346.3
|
|
|
1,420.6
|
|
|
5,319.9
|
|
|||||||
Total
|
$
|
1,348.2
|
|
|
$
|
994.3
|
|
|
$
|
745.7
|
|
|
$
|
520.1
|
|
|
$
|
605.0
|
|
|
$
|
1,807.0
|
|
|
$
|
6,020.3
|
|
(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
$223.4 million
.
|
(2)
|
In estimating the time intervals into which payments of our reserves for losses and loss adjustment expenses fall, as set out above, we have utilized actuarially assessed payment patterns. By the nature of the insurance and reinsurance contracts under which these liabilities are assumed, there can be no certainty that actual payments will fall in the periods shown and there could be a material acceleration or deceleration of claims payments depending on factors outside our control. This uncertainty is heightened by the relatively short time in which we have operated (relevant in particular to longer-tail lines), thereby providing limited Company-specific claims loss payment patterns. The total amount of payments in respect of our reserves, as well as the timing of such payments, may differ materially from our current estimates for the reasons set out under “ — Critical Accounting Policies — Reserves for Losses and Loss Expenses” above.
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
|
($ in millions, except for share amounts)
|
||||||
Total shareholders’ equity
|
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
Accumulated other comprehensive income, net of taxes
|
|
5.1
|
|
|
(59.6
|
)
|
||
Preference shares less issue expenses
|
|
(797.1
|
)
|
|
(555.8
|
)
|
||
Non-controlling interest
|
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Ordinary dividends
|
|
52.7
|
|
|
50.9
|
|
||
Adjusted total shareholders’ equity
|
|
$
|
2,907.6
|
|
|
$
|
2,854.1
|
|
|
|
|
|
|
||||
Ordinary shares
|
|
59,774,464
|
|
|
60,918,373
|
|
||
Diluted ordinary shares
|
|
61,001,071
|
|
|
62,240,466
|
|
||
|
|
|
|
|
||||
Book Value Per Share
|
|
|
|
|
||||
Basic
|
|
$
|
47.68
|
|
|
$
|
46.99
|
|
Diluted
|
|
$
|
46.72
|
|
|
$
|
46.00
|
|
Adjusted Diluted
|
|
$
|
47.67
|
|
|
$
|
44.98
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
|
($ in millions)
|
||||||
Total shareholders’ equity
|
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
Non-controlling interest
|
|
(1.4
|
)
|
|
(1.3
|
)
|
||
Preference shares less issue expenses
|
|
(797.1
|
)
|
|
(555.8
|
)
|
||
Average adjustment
|
|
144.2
|
|
|
(13.3
|
)
|
||
Average equity
|
|
$
|
2,994.0
|
|
|
$
|
2,849.5
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
|
($ in millions)
|
||||||
Net income after tax
|
|
$
|
203.4
|
|
|
$
|
323.1
|
|
Add (deduct) after tax income:
|
|
|
|
|
|
|
||
Net realized and unrealized investment (gains)
|
|
(20.6
|
)
|
|
(16.0
|
)
|
||
Net realized and unrealized exchange (gains)/losses
|
|
14.8
|
|
|
10.2
|
|
||
Changes to the fair value of derivatives
|
|
(20.4
|
)
|
|
4.1
|
|
||
Amortization and other non-recurring expenses
|
|
8.7
|
|
|
—
|
|
||
Proportion due to non-controlling interest
|
|
(0.1
|
)
|
|
(0.8
|
)
|
||
Operating income after tax and non-controlling interest
|
|
$
|
185.8
|
|
|
$
|
320.6
|
|
Preference Shares dividends
|
|
$
|
(41.8
|
)
|
|
$
|
(37.8
|
)
|
Operating Income available to ordinary shareholders'
|
|
$
|
144.0
|
|
|
$
|
282.8
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
|
|
A
|
|
B
|
|
C
|
|
|||
Plan Category
|
|
Number of Securities to
Be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants and
Rights
(2)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column A)
|
|
|||
Equity compensation plans approved by security
holders
(1)
|
|
1,170,789
|
|
|
—
|
|
|
2,052,605
|
|
(3) (4)
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,170,789
|
|
|
—
|
|
|
2,052,605
|
|
(3) (4)
|
(1)
|
In respect of performance shares, this includes (i)
293,216
performance shares that have been earned based on applicable performance testing prior to
December 31, 2016
and (ii)
342,047
performance shares that are subject to performance testing after
December 31, 2016
, 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 of outstanding options, warrants and rights is $nil, as there are no outstanding options.
|
(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 maximum aggregate number of ordinary shares that may be issued under the 2013 Share Incentive Plan will be cumulatively increased from time to time by the number of ordinary shares that are subject to awards outstanding pursuant to the 2003 Share Inventive Plan as of the effective date of the 2013 Share Incentive Plan, on or after such date, are forfeited, canceled, expire, terminate or lapse without payment of consideration.
|
(4)
|
Includes
673,183
ordinary shares authorized and remaining available for issuance under the 2008 Employee Purchase Plans as at
December 31, 2016
. Of these,
42,883
ordinary shares under the 2008 Employee Purchase Plans were subject to purchase rights as at
December 31, 2016
.
|
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
|
|
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))
|
|
|
|
4.3
|
|
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))
|
|
|
|
4.4
|
|
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).
|
|
|
|
4.5
|
|
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)
|
|
|
|
4.6
|
|
Form of Certificate of Designations of the Company’s 7.401% Perpetual Non-Cumulative 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)
|
|
|
|
4.7
|
|
Specimen Certificate for the Company’s 7.401% 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 November 15, 2006)
|
|
|
|
4.8
|
|
Form of Certificate of Designations of the Company’s 7.250% Perpetual Non-Cumulative 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)
|
|
|
|
4.9
|
|
Specimen Certificate for the Company’s 7.250% 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 April 11, 2012)
|
|
|
|
4.10
|
|
Form of Certificate of Designations of the Company’s 5.95% Fixed-to-Floating Rate 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)
|
|
|
|
4.11
|
|
Specimen Certificate for the Company’s 5.95% Fixed-to-Floating Rate 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)
|
|
|
|
4.12
|
|
Form of Certificate of Designation of the Company’s 5.625% Perpetual Non-Cumulative Preference Shares, dated September 20, 2016 (incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 21, 2016)
|
|
|
|
4.13
|
|
Specimen Certificate for the Company’s 5.625% 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 September 21, 2016)
|
|
|
|
4.14
|
|
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)
|
|
|
|
10.1
|
|
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)*
|
|
|
|
10.2
|
|
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)*
|
|
|
|
10.3
|
|
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)*
|
|
|
|
10.4
|
|
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)*
|
|
|
|
10.5
|
|
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)*
|
|
|
|
10.6
|
|
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)*
|
|
|
|
10.7
|
|
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)*
|
|
|
|
10.8
|
|
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)*
|
|
|
|
10.9
|
|
Service Agreement, dated May 19, 2014, between Scott Kirk and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on February 23, 2015)*
|
|
|
|
10.10
|
|
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)*
|
|
|
|
10.11
|
|
Service Agreement, dated September 4, 2014, between Stephen Postlewhite and Aspen Insurance UK Services Limited (incorporated herein by reference to exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 19, 2016)*
|
|
|
|
10.12
|
|
Change of Control Agreement, dated February 23, 2015, between Stephen Postlewhite, Aspen Insurance UK Services Limited and the Company (Addendum to Service 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, 2015, filed on February 19, 2016)*
|
|
|
|
10.13
|
|
Employment Agreement, dated October 29, 2008, between Thomas Lillelund and Aspen Insurance UK Services Limited, filed with this report.*
|
|
|
|
10.14
|
|
Amendment to Employment Agreement, dated March 11, 2013, between Thomas Lillelund and Aspen UK Services Limited, filed with this report.*
|
|
|
|
10.15
|
|
Amendment to Employment Agreement, dated May 14, 2013, between Thomas Lillelund and Aspen UK Services Limited, filed with this report*
|
|
|
|
10.16
|
|
Amendment to Employment Agreement, dated December 9, 2013, between Thomas Lillelund and Aspen UK Services Limited, filed with this report*
|
|
|
|
10.17
|
|
Change of Control Agreement, dated March 3, 2016, between Thomas Lillelund, Aspen Insurance UK Services Limited and the Company (Addendum to Employment Agreement) filed with this report.*
|
|
|
|
10.18
|
|
Service Agreement, dated June 29, 2016, between Thomas Lillelund and Aspen Insurance UK Services Limited, filed with this report.*
|
|
|
|
10.19
|
|
International Assignment Letter, dated June 29, 2016, between Thomas Lillelund and Aspen Insurance UK Services Limited, filed with this report.*
|
|
|
|
10.20
|
|
Form of Retention Bonus Agreement, filed with this report*
|
|
|
|
10.21
|
|
Appointment Letter, dated April 19, 2007, between Glyn Jones and the Company (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for three months ended March 31, 2007, filed on May 9, 2007)*
|
|
|
|
10.22
|
|
Appointment Letter, dated May 6, 2010 between Glyn Jones and the Company (incorporated herein by reference to exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q for three months ended March 31, 2010, filed on May 7, 2010)*
|
|
|
|
10.23
|
|
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)*
|
|
|
|
10.24
|
|
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 three months ended September 30, 2008, filed on November 10, 2008)*
|
|
|
|
10.25
|
|
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)*
|
|
|
|
10.26
|
|
Aspen Insurance Holdings Limited 2016 Stock Incentive Plan for Non-Employee Directors (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, 2016, filed on August 4, 2016)*
|
|
|
|
10.27
|
|
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)*
|
|
|
|
10.28
|
|
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)*
|
|
|
|
10.29
|
|
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)*
|
|
|
|
10.30
|
|
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)*
|
|
|
|
10.31
|
|
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)*
|
|
|
|
10.32
|
|
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)*
|
|
|
|
10.33
|
|
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)*
|
|
|
|
10.34
|
|
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)*
|
|
|
|
10.35
|
|
Form of 2016 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, 2016, filed on April 28, 2016)*
|
|
|
|
10.36
|
|
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)*
|
|
|
|
10.37
|
|
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)*
|
|
|
|
10.38
|
|
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
|
|
|
|
10.39
|
|
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)
|
|
|
|
10.40
|
|
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)
|
|
|
|
10.41
|
|
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)*
|
|
|
|
10.42
|
|
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)*
|
|
|
|
10.43
|
|
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)*
|
|
|
|
10.44
|
|
Form of Restricted Share Unit Award Agreement (U.S. version) (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, 2016, filed on April 28, 2016)*
|
|
|
|
10.45
|
|
Form of Restricted Share Unit Award Agreement (U.K version) (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, 2016, filed on April 28, 2016)*
|
|
|
|
10.46
|
|
Form of Restricted Share Unit Award Agreement made as part of the annual incentive grant (U.S. recipients) (incorporated herein by reference to exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016, filed on April 28, 2016)*
|
|
|
|
10.47
|
|
Form of Restricted Share Unit Award Agreement made as part of the annual incentive grant (U.K. recipients) (incorporated herein by reference to exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016, filed on April 28, 2016)*
|
|
|
|
10.48
|
|
Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014, filed on May 1, 2014)*
|
|
|
|
10.49
|
|
Amended and Restated Aspen Insurance U.S. Services Inc. Nonqualified Deferred Compensation Plan (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014, filed on November 7, 2014)*
|
|
|
|
10.50
|
|
Master Confirmation, dated September 28 2007, between the Company and Goldman, Sachs & Co relating to the accelerated share repurchase (incorporated herein by reference to exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2007 filed on November 8, 2007)**
|
|
|
|
10.51
|
|
Supplemental Confirmation, dated as of February 26, 2013, between the Company and Goldman, Sachs & Co relating to the accelerated share repurchase (incorporated herein by reference to exhibit 10.2 to the Company’s Quarterly Report for the three months ended March 31, 2013 filed on April 29, 2013)**
|
|
|
|
10.52
|
|
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)
|
|
|
|
10.53
|
|
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)
|
|
|
|
10.54
|
|
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)
|
|
|
|
10.55
|
|
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)
|
|
|
|
10.56
|
|
Reinsurance Deposit 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)
|
|
|
|
10.57
|
|
Committed Letter of Credit Facility, 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)
|
|
|
|
10.58
|
|
Committed 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)
|
|
|
|
10.59
|
|
Committed Letter of Credit Facility, dated June 30, 2016, between Aspen Bermuda Limited and Citibank Europe plc (incorporated herein by reference to exhibit 1 of the Company’s Current Report on Form 8-K, filed on June 30, 2016)
|
|
|
|
10.60
|
|
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)
|
|
|
|
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, 2016 formatted in XBRL: (i) Consolidated Statements of Operations and Comprehensive Income for the twelve months ended December 31, 2016, 2015 and 2014; (ii) Consolidated Balance Sheets at December 31, 2016 and December 31, 2015; (iii) Consolidated Statements of Shareholders’ Equity for the twelve months ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the twelve months ended December 31, 2016, 2015 and 2014; and (v) Notes to the Audited Consolidated Financial Statements, tagged as blocks of text and in detail***
|
*
|
This exhibit is a management contract or compensatory plan or arrangement.
|
**
|
Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been separately filed with the SEC.
|
***
|
As provided in Rule 406T of Regulation S-T, this information is “furnished” herewith and not “filed” for the purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Exchange Act. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act unless Aspen Insurance Holdings Limited specifically incorporates it by reference.
|
|
|
|
|
||
|
ASPEN INSURANCE HOLDINGS LIMITED
|
|
|||
|
|
|
|
||
|
By:
|
/s/ Christopher O’Kane
|
|
||
|
|
Name: Christopher O’Kane
|
|
||
|
|
Title: Chief Executive Officer
|
|
Signature
|
|
Title
|
/s/ Glyn Jones
|
|
Chairman and Director
|
Glyn Jones
|
|
|
|
||
/s/ Christopher O’Kane
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Christopher O’Kane
|
|
|
|
|
|
/s/ Scott Kirk
|
|
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
|
Scott Kirk
|
|
|
|
|
|
/s/ Liaquat Ahamed
|
|
Director
|
Liaquat Ahamed
|
|
|
|
|
|
/s/ Albert Beer
|
|
Director
|
Albert Beer
|
|
|
|
|
|
/s/ Matthew Botein
|
|
Director
|
Matthew Botein
|
|
|
|
|
|
/s/ John Cavoores
|
|
Director
|
John Cavoores
|
|
|
|
|
|
/s/ Gary Gregg
|
|
Director
|
Gary Gregg
|
|
|
|
|
|
/s/ Heidi Hutter
|
|
Director
|
Heidi Hutter
|
|
|
|
|
|
/s/ Gordon Ireland
|
|
Director
|
Gordon Ireland
|
|
|
|
|
|
/s/ Karl Mayr
|
|
Director
|
Karl Mayr
|
|
|
|
|
|
/s/ Bret Pearlman
|
|
Director
|
Bret Pearlman
|
|
|
|
|
|
/s/ Ronald Pressman
|
|
Director
|
Ronald Pressman
|
|
|
|
Page
|
Management’s Report on Internal Control over Financial Reporting
|
|
Reports of Independent Registered Public Accounting Firms
|
|
Consolidated Financial Statements for the
Twelve Months Ended
December 31, 2016, December 31, 2015 and December 2014
|
|
Consolidated Statements of Operations and Comprehensive Income for the Twelve Months Ended December 31, 2016, December 31, 2015 and December 31, 2014
|
|
Consolidated Balance Sheets as at December 31, 2016 and December 31, 2015
|
|
Consolidated Statements of Shareholders’ Equity for the Twelve Months Ended December 31, 2016, December 31, 2015 and December 31, 2014
|
|
Consolidated Statements of Cash Flows for the Twelve Months Ended December 31, 2016, December 31, 2015 and December 31, 2014
|
|
Notes to the Audited Consolidated Financial Statements for the Twelve Months Ended December 31, 2016, December 31, 2015 and December 31, 2014
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
Net earned premium
|
|
$
|
2,637.3
|
|
|
$
|
2,473.3
|
|
|
$
|
2,405.3
|
|
Net investment income
|
|
187.1
|
|
|
185.5
|
|
|
190.3
|
|
|||
Realized and unrealized investment gains
|
|
108.4
|
|
|
94.5
|
|
|
46.3
|
|
|||
Other income
|
|
5.7
|
|
|
0.1
|
|
|
4.5
|
|
|||
Total revenues
|
|
2,938.5
|
|
|
2,753.4
|
|
|
2,646.4
|
|
|||
Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
1,576.1
|
|
|
1,366.2
|
|
|
1,307.5
|
|
|||
Amortization of deferred policy acquisition costs
|
|
528.9
|
|
|
483.6
|
|
|
451.2
|
|
|||
General, administrative and corporate expenses
|
|
490.1
|
|
|
424.0
|
|
|
445.7
|
|
|||
Interest on long-term debt
|
|
29.5
|
|
|
29.5
|
|
|
29.5
|
|
|||
Change in fair value of derivatives
|
|
24.6
|
|
|
(6.8
|
)
|
|
15.2
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
17.1
|
|
|
19.8
|
|
|
18.6
|
|
|||
Realized and unrealized investment losses
|
|
63.2
|
|
|
77.5
|
|
|
14.7
|
|
|||
Net realized and unrealized foreign exchange (losses)/gains
|
|
(1.8
|
)
|
|
21.4
|
|
|
(5.6
|
)
|
|||
Other expenses
|
|
1.3
|
|
|
0.7
|
|
|
1.7
|
|
|||
Total expenses
|
|
2,729.0
|
|
|
2,415.9
|
|
|
2,278.5
|
|
|||
Income from operations before income tax
|
|
209.5
|
|
|
337.5
|
|
|
367.9
|
|
|||
Income tax expense
|
|
(6.1
|
)
|
|
(14.4
|
)
|
|
(12.1
|
)
|
|||
Net income
|
|
$
|
203.4
|
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
Amount attributable to non-controlling interest
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Net income attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
|
|
$
|
203.3
|
|
|
$
|
322.3
|
|
|
$
|
355.0
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
||||||
Available for sale investments:
|
|
|
|
|
|
|
||||||
Reclassification adjustment for net realized gains on investments included in net income
|
|
$
|
(9.9
|
)
|
|
$
|
(37.9
|
)
|
|
$
|
(7.7
|
)
|
Change in net unrealized gains on available for sale securities held
|
|
(29.1
|
)
|
|
(71.7
|
)
|
|
45.4
|
|
|||
Net change from current period hedged transactions
|
|
0.6
|
|
|
2.6
|
|
|
(3.8
|
)
|
|||
Change in foreign currency translation adjustment
|
|
(28.0
|
)
|
|
(83.0
|
)
|
|
(23.8
|
)
|
|||
Other comprehensive (loss)/income, gross of tax
|
|
(66.4
|
)
|
|
(190.0
|
)
|
|
10.1
|
|
|||
Tax thereon:
|
|
|
|
|
|
|
||||||
Reclassification adjustment for net realized losses on investments included in net income
|
|
1.0
|
|
|
1.2
|
|
|
0.2
|
|
|||
Change in net unrealized gains on available for sale securities held
|
|
0.3
|
|
|
3.2
|
|
|
(3.0
|
)
|
|||
Net change from current period hedged transactions
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Change in foreign currency translation adjustment
|
|
0.3
|
|
|
10.9
|
|
|
7.9
|
|
|||
Total tax on other comprehensive income
|
|
1.7
|
|
|
15.3
|
|
|
5.1
|
|
|||
Other comprehensive (loss)/income, net of tax
|
|
(64.7
|
)
|
|
(174.7
|
)
|
|
15.2
|
|
|||
Total comprehensive income attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
|
|
$
|
138.6
|
|
|
$
|
147.6
|
|
|
$
|
370.2
|
|
Per Share Data
|
|
|
|
|
|
|
||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
||||||
Basic
|
|
60,478,740
|
|
|
61,287,884
|
|
|
64,536,491
|
|
|||
Diluted
|
|
61,860,689
|
|
|
62,687,503
|
|
|
65,872,949
|
|
|||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
2.67
|
|
|
$
|
4.64
|
|
|
$
|
4.92
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
2.61
|
|
|
$
|
4.54
|
|
|
$
|
4.82
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
ASSETS
|
|
|
|
|
||||
Investments:
|
|
|
|
|
||||
Fixed income securities, available for sale at fair value
(amortized cost — $5,620.1 and $5,867.5) |
|
$
|
5,664.6
|
|
|
$
|
5,951.1
|
|
Fixed income securities, trading at fair value
(amortized cost — $1,264.8 and $794.2)
|
|
1,265.7
|
|
|
788.0
|
|
||
Equity securities, trading at fair value
(cost — $554.3 and $722.5)
|
|
584.7
|
|
|
736.4
|
|
||
Short-term investments, available for sale at fair value
(amortized cost — $145.3 and $162.9)
|
|
145.3
|
|
|
162.9
|
|
||
Short-term investments, trading at fair value
(amortized cost — $185.4 and $9.5)
|
|
185.4
|
|
|
9.5
|
|
||
Catastrophe bonds, trading at fair value (cost — $42.5 and $55.2)
|
|
42.5
|
|
|
55.4
|
|
||
Other investments, equity method
|
|
12.1
|
|
|
8.9
|
|
||
Total investments
|
|
7,900.3
|
|
|
7,712.2
|
|
||
Cash and cash equivalents (including cash within consolidated variable interest entities of ($291.3 and $243.3)
|
|
1,273.8
|
|
|
1,099.5
|
|
||
Reinsurance recoverables:
|
|
|
|
|
||||
Unpaid losses
|
|
560.7
|
|
|
354.8
|
|
||
Ceded unearned premiums
|
|
255.2
|
|
|
168.9
|
|
||
Receivables:
|
|
|
|
|
||||
Underwriting premiums
|
|
1,399.4
|
|
|
1,115.6
|
|
||
Other
|
|
95.5
|
|
|
94.3
|
|
||
Funds withheld
|
|
73.1
|
|
|
36.0
|
|
||
Deferred policy acquisition costs
|
|
358.4
|
|
|
361.1
|
|
||
Derivatives at fair value
|
|
7.2
|
|
|
9.2
|
|
||
Receivables for securities sold
|
|
1.6
|
|
|
0.6
|
|
||
Office properties and equipment
|
|
83.8
|
|
|
70.6
|
|
||
Tax recoverable
|
|
0.5
|
|
|
—
|
|
||
Deferred tax assets
|
|
—
|
|
|
3.7
|
|
||
Other assets
|
|
1.0
|
|
|
4.1
|
|
||
Intangible assets
|
|
79.6
|
|
|
18.2
|
|
||
Total assets
|
|
$
|
12,090.1
|
|
|
$
|
11,048.8
|
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||
LIABILITIES
|
|
|
|
|
||||
Insurance reserves
|
|
|
|
|
||||
Losses and loss adjustment expenses
|
|
$
|
5,319.9
|
|
|
$
|
4,938.2
|
|
Unearned premiums
|
|
1,618.6
|
|
|
1,587.2
|
|
||
Total insurance reserves
|
|
6,938.5
|
|
|
6,525.4
|
|
||
Payables
|
|
|
|
|
||||
Reinsurance premiums
|
|
345.3
|
|
|
92.7
|
|
||
Income taxes payable
|
|
—
|
|
|
10.8
|
|
||
Deferred tax liability
|
|
6.1
|
|
|
—
|
|
||
Accrued expenses and other payables
|
|
469.2
|
|
|
343.8
|
|
||
Liabilities under derivative contracts
|
|
18.4
|
|
|
4.0
|
|
||
Total payables
|
|
839.0
|
|
|
451.3
|
|
||
Loan notes issued by variable interest entities, at fair value
|
|
115.0
|
|
|
103.0
|
|
||
Long-term debt
|
|
549.3
|
|
|
549.2
|
|
||
Total liabilities
|
|
$
|
8,441.8
|
|
|
$
|
7,628.9
|
|
Commitments and contingent liabilities (see Note 19)
|
|
—
|
|
|
—
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Ordinary shares:
|
|
|
|
|
||||
59,774,464 shares of par value 0.15144558¢ each
(December 31, 2015 — 60,918,373) |
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2015 — 11,000,000) |
|
—
|
|
|
—
|
|
||
5,327,500 7.401% shares of par value 0.15144558¢ each
(December 31, 2015 — 5,327,500) |
|
—
|
|
|
—
|
|
||
6,400,000 7.250% shares of par value 0.15144558¢ each
(December 31, 2015— 6,400,000) |
|
—
|
|
|
—
|
|
||
10,000,000 5.625% shares of par value 0.15144558¢ each
(December 31, 2015 — Nil) |
|
—
|
|
|
—
|
|
||
Non-controlling interest
|
|
1.4
|
|
|
1.3
|
|
||
Additional paid-in capital
|
|
1,259.6
|
|
|
1,075.3
|
|
||
Retained earnings
|
|
2,392.3
|
|
|
2,283.6
|
|
||
Accumulated other comprehensive income, net of taxes
|
|
(5.1
|
)
|
|
59.6
|
|
||
Total shareholders’ equity
|
|
3,648.3
|
|
|
3,419.9
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
12,090.1
|
|
|
$
|
11,048.8
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
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
|
|
1.3
|
|
|
0.5
|
|
|
(0.3
|
)
|
|||
Net change attributable to non-controlling interest for the year
|
|
0.1
|
|
|
0.8
|
|
|
0.8
|
|
|||
End of the year
|
|
1.4
|
|
|
1.3
|
|
|
0.5
|
|
|||
Additional paid-in capital
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
1,075.3
|
|
|
1,134.3
|
|
|
1,297.4
|
|
|||
New ordinary shares issued
|
|
2.5
|
|
|
6.8
|
|
|
2.7
|
|
|||
Ordinary shares repurchased and cancelled
|
|
(75.0
|
)
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|||
Preference shares issued
|
|
241.3
|
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
|
15.5
|
|
|
17.9
|
|
|
15.1
|
|
|||
End of the year
|
|
1,259.6
|
|
|
1,075.3
|
|
|
1,134.3
|
|
|||
Retained earnings
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
2,283.6
|
|
|
2,050.1
|
|
|
1,783.3
|
|
|||
Net income for the year
|
|
203.4
|
|
|
323.1
|
|
|
355.8
|
|
|||
Dividends on ordinary shares
|
|
(52.7
|
)
|
|
(50.9
|
)
|
|
(50.3
|
)
|
|||
Dividends on preference shares
|
|
(41.8
|
)
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|||
Amount attributable to non-controlling interest for the year
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Dividends due to non-controlling interest
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
End of the year
|
|
2,392.3
|
|
|
2,283.6
|
|
|
2,050.1
|
|
|||
Accumulated other comprehensive income:
|
|
|
|
|
|
|
||||||
Cumulative foreign currency translation adjustments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
0.6
|
|
|
72.7
|
|
|
88.6
|
|
|||
Change for the year, net of income tax
|
|
(27.7
|
)
|
|
(72.1
|
)
|
|
(15.9
|
)
|
|||
End of the year
|
|
(27.1
|
)
|
|
0.6
|
|
|
72.7
|
|
|||
Loss on derivatives, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
(1.2
|
)
|
|
(3.8
|
)
|
|
—
|
|
|||
Net change from current period hedged transactions
|
|
0.7
|
|
|
2.6
|
|
|
(3.8
|
)
|
|||
End of the year
|
|
(0.5
|
)
|
|
(1.2
|
)
|
|
(3.8
|
)
|
|||
Unrealized appreciation on available for sale investments, net of taxes:
|
|
|
|
|
|
|
||||||
Beginning of the year
|
|
60.2
|
|
|
165.4
|
|
|
130.5
|
|
|||
Change for the year, net of taxes
|
|
(37.7
|
)
|
|
(105.2
|
)
|
|
34.9
|
|
|||
End of the year
|
|
22.5
|
|
|
60.2
|
|
|
165.4
|
|
|||
Total accumulated other comprehensive (losses)/income, net of taxes
|
|
(5.1
|
)
|
|
59.6
|
|
|
234.3
|
|
|||
|
|
|
|
|
|
|
||||||
Total shareholders’ equity
|
|
$
|
3,648.3
|
|
|
$
|
3,419.9
|
|
|
$
|
3,419.3
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
203.4
|
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
Proportion due to non-controlling interest
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
51.5
|
|
|
28.5
|
|
|
29.6
|
|
|||
Share-based compensation
|
|
15.5
|
|
|
17.9
|
|
|
15.1
|
|
|||
Realized and unrealized investment (gains)
|
|
(108.4
|
)
|
|
(94.5
|
)
|
|
(46.3
|
)
|
|||
Realized and unrealized investment losses
|
|
63.2
|
|
|
77.5
|
|
|
14.7
|
|
|||
Change in fair value of loan notes issued by variable interest entities
|
|
17.1
|
|
|
19.8
|
|
|
18.6
|
|
|||
Deferred taxes
|
|
9.4
|
|
|
(6.8
|
)
|
|
4.7
|
|
|||
Net realized and unrealized investment foreign exchange losses
|
|
1.4
|
|
|
5.5
|
|
|
0.8
|
|
|||
Loss on derivative contracts
|
|
0.7
|
|
|
2.6
|
|
|
—
|
|
|||
Changes in:
|
|
|
|
|
|
|
||||||
Insurance reserves:
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
466.2
|
|
|
244.5
|
|
|
159.3
|
|
|||
Unearned premiums
|
|
23.9
|
|
|
120.4
|
|
|
152.6
|
|
|||
Reinsurance recoverables:
|
|
|
|
|
|
|
||||||
Unpaid losses
|
|
(219.9
|
)
|
|
(8.6
|
)
|
|
(19.3
|
)
|
|||
Ceded unearned premiums
|
|
(87.6
|
)
|
|
37.8
|
|
|
(51.8
|
)
|
|||
Other receivables
|
|
1.4
|
|
|
0.6
|
|
|
(4.5
|
)
|
|||
Deferred policy acquisition costs
|
|
2.4
|
|
|
(61.9
|
)
|
|
(41.5
|
)
|
|||
Reinsurance premiums payable
|
|
234.0
|
|
|
2.7
|
|
|
4.5
|
|
|||
Funds withheld
|
|
(37.1
|
)
|
|
10.9
|
|
|
(0.4
|
)
|
|||
Premiums receivable
|
|
(271.1
|
)
|
|
(123.7
|
)
|
|
(28.5
|
)
|
|||
Income tax payable
|
|
(20.1
|
)
|
|
(7.4
|
)
|
|
(10.8
|
)
|
|||
Accrued expenses and other payable
|
|
75.7
|
|
|
(11.9
|
)
|
|
51.6
|
|
|||
Fair value of derivatives and settlement of liabilities under derivatives
|
|
16.4
|
|
|
(11.4
|
)
|
|
10.4
|
|
|||
Long-term debt and loan notes issued by variable interest entities
|
|
12.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Intangible assets
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||
Other assets
|
|
3.1
|
|
|
9.3
|
|
|
(6.3
|
)
|
|||
Net cash generated by operating activities
|
|
$
|
453.2
|
|
|
$
|
574.2
|
|
|
$
|
607.4
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows (used in)/from investing activities:
|
|
|
|
|
|
|
||||||
(Purchases) of fixed income securities — Available for sale
|
|
$
|
(2,236.7
|
)
|
|
$
|
(2,131.9
|
)
|
|
$
|
(2,005.0
|
)
|
(Purchases) of fixed income securities — Trading
|
|
(973.3
|
)
|
|
(556.9
|
)
|
|
(653.4
|
)
|
|||
Proceeds from sales and maturities of fixed income securities — Available for sale
|
|
2,307.9
|
|
|
1,656.3
|
|
|
1,909.5
|
|
|||
Proceeds from sales and maturities of fixed income securities — Trading
|
|
593.7
|
|
|
519.9
|
|
|
615.9
|
|
|||
(Purchases) of equity securities — Trading
|
|
(195.3
|
)
|
|
(392.2
|
)
|
|
(361.0
|
)
|
|||
Net proceeds of catastrophe bonds — Trading
|
|
12.8
|
|
|
(20.9
|
)
|
|
(28.7
|
)
|
|||
Proceeds from sales of equity securities — Available for sale
|
|
—
|
|
|
108.6
|
|
|
40.0
|
|
|||
Proceeds from sales of equity securities — Trading
|
|
372.0
|
|
|
270.8
|
|
|
62.2
|
|
|||
(Purchases) of short-term investments — Available for sale
|
|
(224.6
|
)
|
|
(212.1
|
)
|
|
(580.6
|
)
|
|||
Proceeds from sale of short-term investments — Available for sale
|
|
242.9
|
|
|
282.6
|
|
|
470.3
|
|
|||
(Purchases) of short-term investments — Trading
|
|
(190.6
|
)
|
|
(45.6
|
)
|
|
(114.2
|
)
|
|||
Proceeds from sale of short-term investments — Trading
|
|
14.1
|
|
|
36.3
|
|
|
114.0
|
|
|||
Net change in (payable)/receivable for securities (purchased)/sold
|
|
12.7
|
|
|
(2.1
|
)
|
|
2.8
|
|
|||
Net proceeds from other investments
|
|
—
|
|
|
—
|
|
|
39.3
|
|
|||
Purchase of equipment
|
|
(23.7
|
)
|
|
(13.9
|
)
|
|
(26.1
|
)
|
|||
Other investments
|
|
(3.3
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Payments for acquisitions and investments, net of cash acquired
|
|
(59.5
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) investing activities
|
|
(350.9
|
)
|
|
(501.9
|
)
|
|
(515.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows (used in)/from financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from the issuance of ordinary shares, net of issuance costs
|
|
2.5
|
|
|
6.8
|
|
|
2.7
|
|
|||
Proceeds from the issuance of preference shares, net of issuance costs
|
|
241.3
|
|
|
—
|
|
|
—
|
|
|||
Ordinary shares repurchased
|
|
(75.0
|
)
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|||
Proceeds from loan notes issued by Silverton
|
|
105.0
|
|
|
100.0
|
|
|
70.0
|
|
|||
Repayment of long-term debt issued by Silverton
|
|
(89.3
|
)
|
|
(67.8
|
)
|
|
—
|
|
|||
Dividends paid on ordinary shares
|
|
(52.7
|
)
|
|
(50.9
|
)
|
|
(50.3
|
)
|
|||
Dividends paid on preference shares
|
|
(41.8
|
)
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|||
Dividends paid to non-controlling interest
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||
Net cash from/(used in) financing activities
|
|
90.0
|
|
|
(133.5
|
)
|
|
(196.4
|
)
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate movements on cash and cash equivalents
|
|
(18.0
|
)
|
|
(17.8
|
)
|
|
(11.1
|
)
|
|||
|
|
|
|
|
|
|
||||||
Increase/(Decrease) in cash and cash equivalents
|
|
174.3
|
|
|
(79.0
|
)
|
|
(115.1
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
1,099.5
|
|
|
1,178.5
|
|
|
1,293.6
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
1,273.8
|
|
|
$
|
1,099.5
|
|
|
$
|
1,178.5
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
||||||
Net cash paid during the period for income tax
|
|
$
|
7.0
|
|
|
$
|
8.8
|
|
|
$
|
1.8
|
|
Cash paid during the period for interest
|
|
$
|
29.0
|
|
|
$
|
29.0
|
|
|
$
|
29.0
|
|
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)
|
Accounting for Earnings per Ordinary Share
|
(i)
|
Accounting for Income Taxes
|
(j)
|
Accounting for Preference Shares
|
(k)
|
Accounting for Long-term Incentive Plans
|
(l)
|
Accounting for Long-term Debt Issued by Variable Interest Entities
|
(m)
|
Accounting for Business Combinations
|
(n)
|
New Accounting Pronouncements
|
3.
|
Related Party Transactions
|
4.
|
Earnings per Ordinary Share
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
||||||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
203.4
|
|
|
$
|
323.1
|
|
|
$
|
355.8
|
|
Preference share dividends
|
|
(41.8
|
)
|
|
(37.8
|
)
|
|
(37.8
|
)
|
|||
Net profit attributable to non-controlling interest
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Net and diluted net income available to ordinary shareholders
|
|
$
|
161.5
|
|
|
$
|
284.5
|
|
|
$
|
317.2
|
|
Ordinary shares:
|
|
|
|
|
|
|
||||||
Basic weighted average ordinary shares
|
|
60,478,740
|
|
|
61,287,884
|
|
|
64,536,491
|
|
|||
Weighted average effect of dilutive securities
(1)
|
|
1,381,949
|
|
|
1,399,619
|
|
|
1,336,458
|
|
|||
Total diluted weighted average ordinary shares
|
|
61,860,689
|
|
|
62,687,503
|
|
|
65,872,949
|
|
|||
Earnings per ordinary share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.67
|
|
|
$
|
4.64
|
|
|
$
|
4.92
|
|
Diluted
|
|
$
|
2.61
|
|
|
$
|
4.54
|
|
|
$
|
4.82
|
|
(1)
|
Dilutive securities consist of 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 17.
|
|
|
Dividend
|
|
Payable on:
|
|
Record Date:
|
||
Ordinary shares
|
|
$
|
0.22
|
|
|
March 14, 2017
|
|
February 24, 2017
|
7.250% Preference Shares
|
|
$
|
0.4531
|
|
|
April 1, 2017
|
|
March 15, 2017
|
5.95% Preference Shares
|
|
$
|
0.3719
|
|
|
April 1, 2017
|
|
March 15, 2017
|
5.625% Preference Shares
|
|
$
|
0.3516
|
|
|
April 1, 2017
|
|
March 15, 2017
|
5.
|
Segment Reporting
|
|
|
Twelve Months Ended December 31, 2016
|
||||||||||
|
|
Reinsurance
|
|
Insurance
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Underwriting Revenues
|
|
|
|
|
|
|
||||||
Gross written premiums
|
|
$
|
1,413.2
|
|
|
$
|
1,733.8
|
|
|
$
|
3,147.0
|
|
Net written premiums
|
|
1,269.2
|
|
|
1,324.5
|
|
|
2,593.7
|
|
|||
Gross earned premiums
|
|
1,317.9
|
|
|
1,768.4
|
|
|
3,086.3
|
|
|||
Net earned premiums
|
|
1,181.9
|
|
|
1,455.4
|
|
|
2,637.3
|
|
|||
Underwriting Expenses
|
|
|
|
|
|
|
||||||
Losses and loss adjustment expenses
|
|
657.9
|
|
|
918.2
|
|
|
1,576.1
|
|
|||
Amortization of deferred policy acquisition costs
|
|
226.4
|
|
|
302.5
|
|
|
528.9
|
|
|||
General and administrative expenses
|
|
178.2
|
|
|
228.4
|
|
|
406.6
|
|
|||
Underwriting income
|
|
119.4
|
|
|
6.3
|
|
|
125.7
|
|
|||
Corporate expenses
|
|
|
|
|
|
(73.8
|
)
|
|||||
Amortization and non-recurring corporate expenses
(1)
|
|
|
|
|
|
(9.7
|
)
|
|||||
Net investment income
|
|
|
|
|
|
187.1
|
|
|||||
Realized and unrealized investment gains
|
|
|
|
|
|
108.4
|
|
|||||
Realized and unrealized investment losses
|
|
|
|
|
|
(63.2
|
)
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
|
|
|
|
(17.1
|
)
|
|||||
Change in fair value of derivatives
|
|
|
|
|
|
(24.6
|
)
|
|||||
Interest expense on long term debt
|
|
|
|
|
|
(29.5
|
)
|
|||||
Net realized and unrealized foreign exchange (losses)
|
|
|
|
|
|
1.8
|
|
|||||
Other income
|
|
|
|
|
|
5.7
|
|
|||||
Other expenses
|
|
|
|
|
|
(1.3
|
)
|
|||||
Income before tax
|
|
|
|
|
|
209.5
|
|
|||||
Income tax expense
|
|
|
|
|
|
(6.1
|
)
|
|||||
Net income
|
|
|
|
|
|
$
|
203.4
|
|
||||
|
|
|
|
|
|
|
||||||
Net reserves for loss and loss adjustment expenses
|
|
$
|
2,462.1
|
|
|
$
|
2,297.1
|
|
|
$
|
4,759.2
|
|
Ratios
|
|
|
|
|
|
|
||||||
Loss ratio
|
|
55.7
|
%
|
|
63.1
|
%
|
|
59.8
|
%
|
|||
Policy acquisition expense ratio
|
|
19.2
|
|
|
20.8
|
|
|
20.1
|
|
|||
General and administrative expense ratio
(1)
|
|
15.1
|
|
|
15.7
|
|
|
18.6
|
|
|||
Expense ratio
|
|
34.3
|
|
|
36.5
|
|
|
38.7
|
|
|||
Combined ratio
|
|
90.0
|
%
|
|
99.6
|
%
|
|
98.5
|
%
|
(1)
|
Amortization and non-recurring corporate expenses includes amortization of intangibles acquired from the acquisition of Agrilogic.
|
(2)
|
The general and administrative expense ratio in the total column includes corporate expenses, amortization and non-recurring corporate expenses.
|
|
|
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, amortization and non-recurring 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
|
|
|
|
|
|
(65.3
|
)
|
|||||
Amortization and non-recurring corporate expenses
(1)
|
|
|
|
|
|
(28.5
|
)
|
|||||
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
(2)
|
|
13.5
|
|
|
15.6
|
|
|
18.5
|
|
|||
Expense ratio
|
|
31.9
|
|
|
34.7
|
|
|
37.3
|
|
|||
Combined ratio
|
|
77.6
|
%
|
|
96.2
|
%
|
|
91.7
|
%
|
(1)
|
Amortization and non-recurring corporate expenses includes
$28.5 million
of costs associated with the unsolicited approach and an inadequate offer by Endurance.
|
(2)
|
The general and administrative expense ratio in the total column includes corporate expenses, amortization and non-recurring corporate expenses.
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Australia/Asia
|
|
$
|
140.5
|
|
|
$
|
140.0
|
|
|
$
|
130.1
|
|
Caribbean
|
|
14.3
|
|
|
20.3
|
|
|
19.7
|
|
|||
Europe
|
|
109.7
|
|
|
113.6
|
|
|
113.9
|
|
|||
United Kingdom
|
|
231.4
|
|
|
223.6
|
|
|
209.3
|
|
|||
United States & Canada
(1)
|
|
1,597.0
|
|
|
1,479.5
|
|
|
1,357.3
|
|
|||
Worldwide excluding United States
(2)
|
|
90.7
|
|
|
107.2
|
|
|
116.2
|
|
|||
Worldwide including United States
(3)
|
|
837.2
|
|
|
793.6
|
|
|
851.8
|
|
|||
Others
|
|
126.2
|
|
|
119.5
|
|
|
104.4
|
|
|||
Total
|
|
$
|
3,147.0
|
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
(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, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Fixed income securities — Available for sale
|
|
$
|
141.3
|
|
|
$
|
143.4
|
|
|
$
|
151.1
|
|
Fixed income securities — Trading
|
|
31.6
|
|
|
27.8
|
|
|
26.7
|
|
|||
Short-term investments — Available for sale
|
|
0.6
|
|
|
1.1
|
|
|
1.4
|
|
|||
Short-term investments — Trading
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Fixed term deposits (included in cash and cash equivalents)
|
|
3.4
|
|
|
3.0
|
|
|
3.3
|
|
|||
Equity securities — Available for sale
|
|
—
|
|
|
0.1
|
|
|
4.1
|
|
|||
Equity securities — Trading
|
|
20.4
|
|
|
20.0
|
|
|
13.0
|
|
|||
Catastrophe bonds — Trading
|
|
1.6
|
|
|
1.9
|
|
|
1.3
|
|
|||
Total
|
|
199.1
|
|
|
197.3
|
|
|
200.9
|
|
|||
Investment expenses
|
|
(12.0
|
)
|
|
(11.8
|
)
|
|
(10.6
|
)
|
|||
Net investment income
|
|
$
|
187.1
|
|
|
$
|
185.5
|
|
|
$
|
190.3
|
|
|
|
For the Twelve Months Ended
|
||||||||||
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Available for sale:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
$
|
18.6
|
|
|
$
|
11.7
|
|
|
$
|
10.3
|
|
Fixed income securities — gross realized (losses)
|
|
(8.3
|
)
|
|
(2.7
|
)
|
|
(5.9
|
)
|
|||
Equity securities — gross realized gains
|
|
—
|
|
|
31.9
|
|
|
12.9
|
|
|||
Equity securities — gross realized (losses)
|
|
—
|
|
|
(3.0
|
)
|
|
(0.8
|
)
|
|||
Cash and cash equivalents — gross realized gains
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents — gross realized (losses)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other-than-temporary impairments
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Trading:
|
|
|
|
|
|
|
||||||
Fixed income securities — gross realized gains
|
|
12.6
|
|
|
4.9
|
|
|
7.3
|
|
|||
Fixed income securities — gross realized (losses)
|
|
(7.3
|
)
|
|
(6.1
|
)
|
|
(2.5
|
)
|
|||
Cash and cash equivalents — gross realized gains
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents — gross realized (losses)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Equity securities — gross realized gains
|
|
54.1
|
|
|
46.0
|
|
|
7.8
|
|
|||
Equity securities — gross realized (losses)
|
|
(46.3
|
)
|
|
(31.7
|
)
|
|
(3.1
|
)
|
|||
Catastrophe bonds
|
|
—
|
|
|
(0.3
|
)
|
|
0.4
|
|
|||
Net change in gross unrealized (losses) gains
|
|
22.5
|
|
|
(33.1
|
)
|
|
7.6
|
|
|||
Other investments:
|
|
|
|
|
|
|
||||||
Gross realized and unrealized (loss) in MVI
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Gross unrealized gain/(loss) in Chaspark
|
|
0.3
|
|
|
(0.6
|
)
|
|
—
|
|
|||
Gross realized and unrealized (loss) in Bene
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Total net realized and unrealized investment gains recorded in the statement of operations
|
|
$
|
45.2
|
|
|
$
|
17.0
|
|
|
$
|
31.6
|
|
|
|
|
|
|
|
|
||||||
Change in available for sale net unrealized gains:
|
|
|
|
|
|
|
||||||
Fixed income securities
|
|
(39.0
|
)
|
|
(82.2
|
)
|
|
47.7
|
|
|||
Short-term investments
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Equity securities
|
|
—
|
|
|
(27.3
|
)
|
|
(10.0
|
)
|
|||
Total change in pre-tax available for sale unrealized gains
|
|
(39.0
|
)
|
|
(109.6
|
)
|
|
37.7
|
|
|||
Change in taxes
|
|
1.3
|
|
|
4.4
|
|
|
(2.8
|
)
|
|||
Total change in net unrealized gains/(losses), net of taxes recorded in other comprehensive income
|
|
$
|
(37.7
|
)
|
|
$
|
(105.2
|
)
|
|
$
|
34.9
|
|
|
|
As at December 31, 2016
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
1,207.9
|
|
|
$
|
9.4
|
|
|
$
|
(11.2
|
)
|
|
$
|
1,206.1
|
|
U.S. agency
|
|
117.7
|
|
|
1.9
|
|
|
—
|
|
|
119.6
|
|
||||
Municipal
|
|
23.2
|
|
|
1.6
|
|
|
(0.4
|
)
|
|
24.4
|
|
||||
Corporate
|
|
2,566.9
|
|
|
39.6
|
|
|
(20.0
|
)
|
|
2,586.5
|
|
||||
Non-U.S. government-backed corporate
|
|
89.2
|
|
|
0.7
|
|
|
(0.1
|
)
|
|
89.8
|
|
||||
Non-U.S Government
|
|
477.7
|
|
|
11.8
|
|
|
(0.8
|
)
|
|
488.7
|
|
||||
Asset-backed
|
|
62.6
|
|
|
0.4
|
|
|
—
|
|
|
63.0
|
|
||||
Non-agency commercial mortgage-backed
|
|
12.3
|
|
|
0.3
|
|
|
—
|
|
|
12.6
|
|
||||
Agency mortgage-backed
|
|
1,062.6
|
|
|
19.6
|
|
|
(8.3
|
)
|
|
1,073.9
|
|
||||
Total fixed income securities — Available for sale
|
|
5,620.1
|
|
|
85.3
|
|
|
(40.8
|
)
|
|
5,664.6
|
|
||||
Total short-term investments — Available for sale
|
|
145.3
|
|
|
—
|
|
|
—
|
|
|
145.3
|
|
||||
Total
|
|
$
|
5,765.4
|
|
|
$
|
85.3
|
|
|
$
|
(40.8
|
)
|
|
$
|
5,809.9
|
|
|
|
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
|
|
||||
Non-U.S 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, 2016
|
||||||||||||||
|
|
Cost or
Amortized Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair Market
Value
|
||||||||
|
|
($ in millions)
|
||||||||||||||
U.S. government
|
|
$
|
82.8
|
|
|
$
|
0.4
|
|
|
$
|
(0.8
|
)
|
|
$
|
82.4
|
|
Municipal
|
|
15.7
|
|
|
—
|
|
|
(0.2
|
)
|
|
15.5
|
|
||||
Corporate
|
|
817.8
|
|
|
9.9
|
|
|
(7.1
|
)
|
|
820.6
|
|
||||
Non-U.S Government
|
|
203.4
|
|
|
3.5
|
|
|
(4.1
|
)
|
|
202.8
|
|
||||
Asset-backed
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
||||
Agency mortgage-backed securities
|
|
130.6
|
|
|
0.2
|
|
|
(0.9
|
)
|
|
129.9
|
|
||||
Total fixed income securities — Trading
|
|
1,264.8
|
|
|
14.0
|
|
|
(13.1
|
)
|
|
1,265.7
|
|
||||
Total short-term investments — Trading
|
|
185.4
|
|
|
—
|
|
|
—
|
|
|
185.4
|
|
||||
Total equity securities — Trading
|
|
554.3
|
|
|
55.4
|
|
|
(25.0
|
)
|
|
584.7
|
|
||||
Total catastrophe bonds — Trading
|
|
42.5
|
|
|
—
|
|
|
—
|
|
|
42.5
|
|
||||
Total
|
|
$
|
2,047.0
|
|
|
$
|
69.4
|
|
|
$
|
(38.1
|
)
|
|
$
|
2,078.3
|
|
|
|
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
|
|
||||
Non-U.S 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
|
|
|
|
MVI
|
|
Chaspark
|
|
Bene
|
|
Total
|
||||||||
|
|
|
|
|
||||||||||||
Opening undistributed value of investment as at January 1, 2016
|
|
$
|
0.8
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
Investment in the period
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
3.3
|
|
||||
Unrealized (loss)/gain for the twelve months to December 31, 2016
|
|
(0.3
|
)
|
|
0.3
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Closing value of investment as at December 31, 2016
|
|
$
|
0.5
|
|
|
$
|
8.4
|
|
|
$
|
3.2
|
|
|
$
|
12.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
Opening undistributed value of investment as at January 1, 2015
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
Investment in the period
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Unrealized (loss) for the twelve months to December 31, 2015
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
||||
Closing value of investment as at December 31, 2015
|
|
$
|
0.8
|
|
|
$
|
8.1
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
|
As at December 31, 2016
|
||||||||
|
|
Amortized
Cost or Cost
|
|
Fair Market
Value
|
|
Average
S&P Ratings by
Maturity
|
||||
|
|
($ in millions)
|
||||||||
Due one year or less
|
|
$
|
567.2
|
|
|
$
|
570.0
|
|
|
AA
|
Due after one year through five years
|
|
2,643.7
|
|
|
2,671.9
|
|
|
AA-
|
||
Due after five years through ten years
|
|
1,172.3
|
|
|
1,168.1
|
|
|
A+
|
||
Due after ten years
|
|
99.4
|
|
|
105.1
|
|
|
A+
|
||
Subtotal
|
|
4,482.6
|
|
|
4,515.1
|
|
|
|
||
Non-agency commercial mortgage-backed
|
|
12.3
|
|
|
12.6
|
|
|
AAA
|
||
Agency mortgage-backed
|
|
1,062.6
|
|
|
1,073.9
|
|
|
AA+
|
||
Asset-backed
|
|
62.6
|
|
|
63.0
|
|
|
AAA
|
||
Total fixed income securities — Available for sale
|
|
$
|
5,620.1
|
|
|
$
|
5,664.6
|
|
|
|
|
|
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
|
|
|
|
|
|
December 31, 2016
|
||||||||||||||||||||||||
|
|
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
|
|
$
|
724.4
|
|
|
$
|
(11.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
724.4
|
|
|
$
|
(11.2
|
)
|
|
78
|
U.S. agency
|
|
14.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.1
|
|
|
—
|
|
|
4
|
||||||
Municipal
|
|
7.7
|
|
|
(0.2
|
)
|
|
0.8
|
|
|
(0.2
|
)
|
|
8.5
|
|
|
(0.4
|
)
|
|
6
|
||||||
Corporate
|
|
1,044.4
|
|
|
(19.4
|
)
|
|
6.6
|
|
|
(0.6
|
)
|
|
1,051.0
|
|
|
(20.0
|
)
|
|
386
|
||||||
Non-U.S. government-backed corporate
|
|
29.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
29.6
|
|
|
(0.1
|
)
|
|
11
|
||||||
Non-U.S Government
|
|
143.5
|
|
|
(0.8
|
)
|
|
1.0
|
|
|
—
|
|
|
144.5
|
|
|
(0.8
|
)
|
|
29
|
||||||
Asset-backed
|
|
25.8
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
27.2
|
|
|
—
|
|
|
15
|
||||||
Agency mortgage-backed
|
|
527.6
|
|
|
(7.6
|
)
|
|
27.2
|
|
|
(0.7
|
)
|
|
554.8
|
|
|
(8.3
|
)
|
|
148
|
||||||
Total fixed income securities — Available for sale
|
|
2,517.1
|
|
|
(39.3
|
)
|
|
37.0
|
|
|
(1.5
|
)
|
|
2,554.1
|
|
|
(40.8
|
)
|
|
677
|
||||||
Total short-term investments — Available for sale
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
2
|
||||||
Total
|
|
$
|
2,518.2
|
|
|
$
|
(39.3
|
)
|
|
$
|
37.0
|
|
|
$
|
(1.5
|
)
|
|
$
|
2,555.2
|
|
|
$
|
(40.8
|
)
|
|
679
|
|
|
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
|
||||||
Non-U.S 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
|
7.
|
Variable Interest Entities
|
|
|
For the Twelve Months Ended December 31, 2016
|
||||||||||
|
|
Third Party
|
|
Aspen Holdings
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Opening balance
|
|
$
|
190.6
|
|
|
$
|
44.4
|
|
|
$
|
235.0
|
|
Total change in fair value for the period
|
|
17.1
|
|
|
4.3
|
|
|
21.4
|
|
|||
Total distributed in the period
|
|
(89.3
|
)
|
|
(19.2
|
)
|
|
(108.5
|
)
|
|||
Total issued in the period
|
|
105.0
|
|
|
25.0
|
|
|
130.0
|
|
|||
Closing balance as at December 31, 2016
|
|
$
|
223.4
|
|
|
$
|
54.5
|
|
|
$
|
277.9
|
|
|
|
|
|
|
|
|
||||||
Liability
|
|
|
|
|
|
|
||||||
Loan notes (long-term liabilities)
|
|
$
|
115.0
|
|
|
$
|
27.0
|
|
|
$
|
142.0
|
|
Accrued expenses (current liabilities)
|
|
108.4
|
|
|
27.5
|
|
|
135.9
|
|
|||
Total aggregate unpaid balance as at December 31, 2016
|
|
$
|
223.4
|
|
|
$
|
54.5
|
|
|
$
|
277.9
|
|
|
|
For the Twelve Months Ended December 31, 2015
|
||||||||||
|
|
Third Party
|
|
Aspen Holdings
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Opening balance
|
|
$
|
138.6
|
|
|
$
|
35.6
|
|
|
$
|
174.2
|
|
Total change in fair value for the period
|
|
19.8
|
|
|
4.3
|
|
|
24.1
|
|
|||
Total distributed in the period
|
|
(67.8
|
)
|
|
(20.5
|
)
|
|
(88.3
|
)
|
|||
Total issued in the period
|
|
100.0
|
|
|
25.0
|
|
|
125.0
|
|
|||
Closing balance as at December 31, 2015
|
|
$
|
190.6
|
|
|
$
|
44.4
|
|
|
$
|
235.0
|
|
|
|
|
|
|
|
|
||||||
Liability
|
|
|
|
|
|
|
||||||
Loan notes (long-term liabilities)
|
|
$
|
103.0
|
|
|
$
|
25.6
|
|
|
$
|
128.6
|
|
Accrued expenses (current liabilities)
|
|
87.6
|
|
|
18.8
|
|
|
106.4
|
|
|||
Total aggregate unpaid balance as at December 31, 2015
|
|
$
|
190.6
|
|
|
$
|
44.4
|
|
|
$
|
235.0
|
|
i.
|
Silverton has collateralized the aggregate limit provided to Aspen Bermuda and Aspen U.K. by way of a trust in favor of Aspen Bermuda and Aspen U.K. as beneficiaries;
|
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, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
($ in millions)
|
||||||||||||||
Available for sale financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
$
|
1,206.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,206.1
|
|
U.S. agency
|
|
—
|
|
|
119.6
|
|
|
—
|
|
|
119.6
|
|
||||
Municipal
|
|
—
|
|
|
24.4
|
|
|
—
|
|
|
24.4
|
|
||||
Corporate
|
|
—
|
|
|
2,586.5
|
|
|
—
|
|
|
2,586.5
|
|
||||
Non-U.S. government-backed corporate
|
|
—
|
|
|
89.8
|
|
|
—
|
|
|
89.8
|
|
||||
Non-U.S. government
|
|
343.7
|
|
|
145.0
|
|
|
—
|
|
|
488.7
|
|
||||
Asset-backed
|
|
—
|
|
|
63.0
|
|
|
—
|
|
|
63.0
|
|
||||
Non-agency commercial mortgage-backed
|
|
—
|
|
|
12.6
|
|
|
—
|
|
|
12.6
|
|
||||
Agency mortgage-backed
|
|
—
|
|
|
1,073.9
|
|
|
—
|
|
|
1,073.9
|
|
||||
Total fixed income securities available for sale, at fair value
|
|
1,549.8
|
|
|
4,114.8
|
|
|
—
|
|
|
5,664.6
|
|
||||
Short-term investments available for sale, at fair value
|
|
118.6
|
|
|
26.7
|
|
|
—
|
|
|
145.3
|
|
||||
Held for trading financial assets, at fair value
|
|
|
|
|
|
|
|
|
||||||||
U.S. government
|
|
82.4
|
|
|
—
|
|
|
—
|
|
|
82.4
|
|
||||
U.S. agency
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Municipal
|
|
—
|
|
|
15.5
|
|
|
—
|
|
|
15.5
|
|
||||
Corporate
|
|
—
|
|
|
820.6
|
|
|
—
|
|
|
820.6
|
|
||||
Non-U.S. government
|
|
—
|
|
|
202.8
|
|
|
—
|
|
|
202.8
|
|
||||
Asset-backed
|
|
—
|
|
|
14.5
|
|
|
—
|
|
|
14.5
|
|
||||
Agency Mortgage-Backed
|
|
—
|
|
|
129.9
|
|
|
—
|
|
|
129.9
|
|
||||
Total fixed income securities trading, at fair value
|
|
82.4
|
|
|
1,183.3
|
|
|
—
|
|
|
1,265.7
|
|
||||
Short-term investments trading, at fair value
|
|
76.1
|
|
|
109.3
|
|
|
—
|
|
|
185.4
|
|
||||
Equity investments trading, at fair value
|
|
584.7
|
|
|
—
|
|
|
—
|
|
|
584.7
|
|
||||
Catastrophe bonds trading, at fair value
|
|
—
|
|
|
42.5
|
|
|
—
|
|
|
42.5
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other financial assets and liabilities, at fair value
|
|
|
|
|
|
|
|
|
||||||||
Derivatives at fair value — foreign exchange contracts
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||
Derivatives at fair value — interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Liabilities under derivative contracts — foreign exchange contracts
|
|
—
|
|
|
(18.4
|
)
|
|
—
|
|
|
(18.4
|
)
|
||||
Loan notes issued by variable interest entities, at fair value
|
|
—
|
|
|
—
|
|
|
(115.0
|
)
|
|
(115.0
|
)
|
||||
Loan notes issued by variable interest entities, at fair value (included within accrued expenses and other payables)
|
|
—
|
|
|
—
|
|
|
(108.4
|
)
|
|
(108.4
|
)
|
||||
Total
|
|
$
|
2,411.6
|
|
|
$
|
5,465.4
|
|
|
$
|
(223.4
|
)
|
|
$
|
7,653.6
|
|
|
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
|
|
||||
Non-U.S. 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
|
|
||||
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
|
|
||||
Non-U.S. 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 (included within accrued expenses and other payables)
|
—
|
|
|
—
|
|
|
(87.6
|
)
|
|
(87.6
|
)
|
||||
Total
|
$
|
2,548.0
|
|
|
$
|
5,160.5
|
|
|
$
|
(190.6
|
)
|
|
$
|
7,517.9
|
|
Reconciliation of Liabilities Using Level 3 Inputs
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
||||
|
|
|
($ in millions)
|
||||||
Balance at the beginning of the period
(1)
|
|
$
|
190.6
|
|
|
$
|
138.6
|
|
|
Distributed to third party
|
|
(89.3
|
)
|
|
(67.8
|
)
|
|||
Loan notes issued during the period
|
|
105.0
|
|
|
100.0
|
|
|||
Total change in fair value included in the statement of operations
|
|
17.1
|
|
|
19.8
|
|
|||
Balance at the end of the period
(1)
|
|
$
|
223.4
|
|
|
$
|
190.6
|
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||
Index providers
|
|
87
|
%
|
|
85
|
%
|
Pricing services
|
|
7
|
|
|
10
|
|
Broker-dealers
|
|
6
|
|
|
5
|
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||||||
|
|
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
|
|
$
|
1,288.2
|
|
|
100%
|
|
$
|
1,095.4
|
|
|
95%
|
U.S. agency
|
|
110.2
|
|
|
92%
|
|
148.5
|
|
|
94%
|
||
Municipal
|
|
28.8
|
|
|
72%
|
|
10.5
|
|
|
39%
|
||
Corporate
|
|
3,275.3
|
|
|
96%
|
|
3,083.5
|
|
|
96%
|
||
Non-U.S. government-backed corporate
|
|
44.8
|
|
|
50%
|
|
41.7
|
|
|
51%
|
||
Non-U.S. government
|
|
455.6
|
|
|
72%
|
|
517.6
|
|
|
63%
|
||
Asset-backed
|
|
32.1
|
|
|
41%
|
|
55.3
|
|
|
57%
|
||
Non-agency commercial mortgage-backed
|
|
12.5
|
|
|
98%
|
|
22.7
|
|
|
85%
|
||
Agency mortgage-backed
|
|
691.9
|
|
|
58%
|
|
742.9
|
|
|
64%
|
||
Total fixed income securities
(1)
|
|
$
|
5,939.4
|
|
|
87%
|
|
$
|
5,718.1
|
|
|
85%
|
|
|
|
|
|
|
|
|
|
||||
Equities
|
|
$
|
584.7
|
|
|
100%
|
|
$
|
736.4
|
|
|
100%
|
Total fixed income securities and equity investments
(1)
|
|
$
|
6,524.1
|
|
|
88%
|
|
$
|
6,454.5
|
|
|
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, 2016
|
|
Fair Value
Level 3
|
|
Valuation Method
|
|
Observable (O) and
Unobservable (U) inputs
|
|
Low
|
|
High
|
||||||
|
($ in millions)
|
|
|
|
|
($ in millions)
|
||||||||||
Loan Notes
|
|
$
|
223.4
|
|
(1)
|
Internal Valuation Model
|
|
Gross premiums written (O)
|
|
$
|
38.9
|
|
|
$
|
43.4
|
|
|
|
|
|
|
|
Reserve for losses (U)
|
|
$
|
2.7
|
|
|
$
|
11.8
|
|
||
|
|
|
|
|
|
Contract period (O)
|
|
N/A
|
|
|
365 days
|
|
||||
|
|
|
|
|
|
Initial value of issuance (O)
|
|
$
|
220.0
|
|
|
$
|
220.0
|
|
At December 31, 2015
|
|
Fair Value
Level 3
|
|
Valuation Method
|
|
Observable (O) and
Unobservable (U) inputs
|
|
Low
|
|
High
|
||||||
|
($ in millions)
|
|
|
|
|
($ in millions)
|
||||||||||
Loan Notes
|
|
$
|
190.6
|
|
(1)
|
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
|
|
9.
|
Reinsurance
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
($ in millions)
|
||||||||||
Premiums written
:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
1,733.8
|
|
|
$
|
1,748.4
|
|
|
$
|
1,729.9
|
|
Assumed
|
|
1,413.2
|
|
|
1,248.9
|
|
|
1,172.8
|
|
|||
Ceded
|
|
(553.3
|
)
|
|
(351.1
|
)
|
|
(387.5
|
)
|
|||
Net premiums written
|
|
$
|
2,593.7
|
|
|
$
|
2,646.2
|
|
|
$
|
2,515.2
|
|
|
|
|
|
|
|
|
|
|
|
|||
Premiums earned:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
1,768.4
|
|
|
$
|
1,703.3
|
|
|
$
|
1,599.0
|
|
Assumed
|
|
1,317.9
|
|
|
1,153.5
|
|
|
1,137.6
|
|
|||
Ceded
|
|
(449.0
|
)
|
|
(383.5
|
)
|
|
(331.3
|
)
|
|||
Net premiums earned
|
|
$
|
2,637.3
|
|
|
$
|
2,473.3
|
|
|
$
|
2,405.3
|
|
|
|
|
|
|
|
|
|
|
|
|||
Insurance losses and loss adjustment expenses:
|
|
|
|
|
|
|
|
|
|
|||
Direct
|
|
$
|
1,091.9
|
|
|
$
|
980.6
|
|
|
$
|
908.2
|
|
Assumed
|
|
699.6
|
|
|
493.0
|
|
|
496.9
|
|
|||
Ceded
|
|
(215.4
|
)
|
|
(107.4
|
)
|
|
(97.6
|
)
|
|||
Net insurance losses and loss adjustment expenses
|
|
$
|
1,576.1
|
|
|
$
|
1,366.2
|
|
|
$
|
1,307.5
|
|
10.
|
Derivative Contracts
|
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
|
||||||||||||
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)
|
Foreign Exchange Contracts
|
|
Derivatives at Fair Value
|
|
$
|
240.2
|
|
|
$
|
5.0
|
|
|
$
|
217.7
|
|
|
$
|
8.8
|
|
|
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
425.4
|
|
|
$
|
(17.7
|
)
|
|
$
|
162.2
|
|
|
$
|
(2.8
|
)
|
|
(1)
|
Net of
$10.1 million
of cash collateral provided to the counterparty, Goldman Sachs International (
$256.3 million
notional) under an International Swap Dealers Association agreement, which terminated on May 9, 2016 as security for the Company’s net liability position.
|
|
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
|
||||||||||||
Derivatives Designated as Hedging Instruments Under ASC 815
|
|
Balance Sheet Location
|
|
Notional
Amount
|
|
Fair
Value
|
|
Notional
Amount
|
|
Fair
Value
|
|
||||||||
|
|
|
|
($ in millions)
|
|
($ in millions)
|
|
||||||||||||
Foreign Exchange Contracts
|
|
Liabilities under Derivative Contracts
|
|
$
|
108.6
|
|
|
$
|
(0.7
|
)
|
|
$
|
113.6
|
|
|
$
|
(1.2
|
)
|
|
Foreign Exchange Contracts
|
|
Derivatives at Fair Value
|
|
—
|
|
|
$
|
2.2
|
|
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
(1)
|
This amount refers to cash collateral.
|
|
|
|
|
Amount of Income/(Loss)
Recognized in the Statement
of Operations and Other Comprehensive Income
|
||||||
|
|
|
|
For the 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, 2016
|
|
December 31, 2015
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
Change in Fair Value of Derivatives
|
|
$
|
(21.5
|
)
|
|
$
|
11.6
|
|
Interest Rate Swaps
|
|
Change in Fair Value of Derivatives
|
|
$
|
(3.1
|
)
|
|
$
|
(4.8
|
)
|
|
|
|
|
Amount of Income/(Loss)
Recognized in the Statement
of Operations and Other Comprehensive Income
|
||||||
|
|
|
|
For the 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, 2016
|
|
December 31, 2015
|
||||
|
|
|
|
($ in millions)
|
||||||
Foreign Exchange Contracts
|
|
General, administrative and corporate expenses
|
|
$
|
(8.7
|
)
|
|
$
|
(4.9
|
)
|
Foreign Exchange Contracts
|
|
Net change from current period hedged transactions
|
|
$
|
0.7
|
|
|
$
|
2.6
|
|
11.
|
Deferred Policy Acquisition Costs
|
|
|
|
Twelve Months Ended
December 31, 2016 |
|
Twelve Months Ended December 31, 2015
|
||||
|
|
($ in millions)
|
|||||||
Balance at the beginning of the period
|
|
$
|
361.1
|
|
|
$
|
299.0
|
|
|
|
Acquisition costs deferred
|
|
526.2
|
|
|
545.7
|
|
||
|
Amortization of deferred policy acquisition costs
|
|
(528.9
|
)
|
|
(483.6
|
)
|
||
Balance at the end of the period
|
|
$
|
358.4
|
|
|
$
|
361.1
|
|
|
|
As at December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
($ in millions)
|
||||||||||
Provision for losses and LAE at the start of the year
|
|
$
|
4,938.2
|
|
|
$
|
4,750.8
|
|
|
$
|
4,678.9
|
|
Less reinsurance recoverable
|
|
(354.8
|
)
|
|
(350.0
|
)
|
|
(332.7
|
)
|
|||
Net loss and LAE at the start of the year
|
|
4,583.4
|
|
|
4,400.8
|
|
|
4,346.2
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss and LAE expenses (disposed)
|
|
(80.1
|
)
|
|
—
|
|
|
(24.2
|
)
|
|||
Provision for losses and LAE for claims incurred:
|
|
|
|
|
|
|
||||||
Current year
|
|
1,705.4
|
|
|
1,522.7
|
|
|
1,411.6
|
|
|||
Prior years
|
|
(129.3
|
)
|
|
(156.5
|
)
|
|
(104.1
|
)
|
|||
Total incurred
|
|
1,576.1
|
|
|
1,366.2
|
|
|
1,307.5
|
|
|||
Losses and LAE payments for claims incurred
(1)
:
|
|
|
|
|
|
|
||||||
Current year
|
|
(241.0
|
)
|
|
(178.8
|
)
|
|
(161.9
|
)
|
|||
Prior years
|
|
(981.8
|
)
|
|
(929.7
|
)
|
|
(945.8
|
)
|
|||
Total paid
|
|
(1,222.8
|
)
|
|
(1,108.5
|
)
|
|
(1,107.7
|
)
|
|||
|
|
|
|
|
|
|
||||||
Foreign exchange (gains)
|
|
(97.4
|
)
|
|
(75.1
|
)
|
|
(121.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net losses and LAE reserves at the end of the year
|
|
4,759.2
|
|
|
4,583.4
|
|
|
4,400.8
|
|
|||
Plus reinsurance recoverable on unpaid losses at the end of the year
|
|
560.7
|
|
|
354.8
|
|
|
350.0
|
|
|||
Provision for losses and LAE at the end of the year
|
|
$
|
5,319.9
|
|
|
$
|
4,938.2
|
|
|
$
|
4,750.8
|
|
|
|
Insurance
|
||||||||||||||
|
|
Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the Years Ended December 31,
|
||||||||||||||
|
|
|
|
|
||||||||||||
Accident Year
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
($ in millions)
|
||||||||||||||
2012
|
|
115.3
|
|
|
304.2
|
|
|
373.4
|
|
|
446.6
|
|
|
496.8
|
|
|
2013
|
|
|
|
89.2
|
|
|
251.4
|
|
|
360.9
|
|
|
450.1
|
|
||
2014
|
|
|
|
|
|
98.7
|
|
|
245.0
|
|
|
386.0
|
|
|||
2015
|
|
|
|
|
|
|
|
117.8
|
|
|
322.0
|
|
||||
2016
|
|
|
|
|
|
|
|
|
|
115.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
1,770.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
All outstanding liabilities for 2012 and subsequent years, net of reinsurance
|
|
|
$
|
2,013.2
|
|
|||||||||
|
|
|
|
All outstanding liabilities before 2012, net of reinsurance
|
|
|
254.9
|
|
||||||||
|
|
|
|
Liabilities for claims and claim adjustment expenses, net of reinsurance
|
|
|
$
|
2,268.1
|
|
|
|
Reinsurance
|
|
|
|
|
||||||||||||||||
|
|
Incurred Claims, IBNR and Loss Adjustment Expenses, Net of Reinsurance
|
|
As at December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Total of IBNR Plus Expected Development on Reported Claims
|
|
Cumulative Number of Reported Claims
|
||||||||
|
|
For the Years Ended December 31,
|
|
|
|
|
||||||||||||||||
|
|
Unaudited Prior Years
|
|
|
|
|
||||||||||||||||
Accident
Year
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
|
||||||||||
|
|
$ (in millions)
|
|
|
|
|
||||||||||||||||
2012
|
|
683.8
|
|
|
728.2
|
|
|
711.8
|
|
|
681.9
|
|
|
680.6
|
|
|
109.2
|
|
|
3,479
|
|
|
2013
|
|
|
|
566.5
|
|
|
558.6
|
|
|
537.1
|
|
|
511.7
|
|
|
111.6
|
|
|
3,251
|
|
||
2014
|
|
|
|
|
|
540.2
|
|
|
518.5
|
|
|
503.1
|
|
|
156.2
|
|
|
3,056
|
|
|||
2015
|
|
|
|
|
|
|
|
569.6
|
|
|
552.3
|
|
|
253.1
|
|
|
2,833
|
|
||||
2016
|
|
|
|
|
|
|
|
|
|
736.2
|
|
|
462.0
|
|
|
1,901
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
2,983.9
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance
|
||||||||||||||
|
|
Cumulative Paid Claims and Allocated Loss Adjustment Expenses, Net of Reinsurance
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
For the Years Ended December 31,
|
||||||||||||||
|
|
|
|
|
||||||||||||
Accident Year
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
||||||
|
|
($ in millions)
|
||||||||||||||
2012
|
|
62.4
|
|
|
244.1
|
|
|
356.0
|
|
|
409.4
|
|
|
452.9
|
|
|
2013
|
|
|
|
61.8
|
|
|
180.6
|
|
|
270.5
|
|
|
311.4
|
|
||
2014
|
|
|
|
|
|
56.0
|
|
|
168.6
|
|
|
243.3
|
|
|||
2015
|
|
|
|
|
|
|
|
56.6
|
|
|
167.8
|
|
||||
2016
|
|
|
|
|
|
|
|
|
|
124.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
1,299.8
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
All outstanding liabilities for 2012 and subsequent years, net of reinsurance
|
|
|
1,684.1
|
|
||||||||||
|
|
|
|
All outstanding liabilities before 2012, net of reinsurance
|
|
|
758.1
|
|
||||||||
|
|
|
|
Liabilities for claims and claim adjustment expenses, net of reinsurance
|
|
|
$
|
2,442.2
|
|
|
Twelve Months Ended
December 31, 2016 |
||
|
($ in millions)
|
||
Net outstanding liabilities:
|
|
||
Insurance lines
|
$
|
2,268.1
|
|
Reinsurance lines
|
2,442.2
|
|
|
Net loss and LAE
|
4,710.3
|
|
|
|
|
||
Reinsurance recoverable on unpaid losses:
|
|
||
Insurance lines
|
486.7
|
|
|
Reinsurance lines
|
74.0
|
|
|
Total reinsurance recoverable on unpaid losses
|
560.7
|
|
|
|
|
||
Insurance lines other than short-duration
|
—
|
|
|
Unallocated claims incurred
|
44.7
|
|
|
Other
|
4.2
|
|
|
|
$
|
48.9
|
|
|
|
||
Provision for losses and LAE at the end of the year
|
$
|
5,319.9
|
|
Years
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||
Insurance
|
|
14.4
|
%
|
|
24.5
|
%
|
|
15.9
|
%
|
|
12.5
|
%
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Reinsurance
|
|
11.9
|
%
|
|
23.1
|
%
|
|
16.3
|
%
|
|
7.9
|
%
|
|
6.4
|
%
|
13.
|
Income Taxes
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
($ in millions)
|
||||||||||
Income tax expense allocated to net income
|
|
$
|
6.1
|
|
|
$
|
14.4
|
|
|
$
|
12.1
|
|
Income tax (benefit) allocated to other comprehensive income
|
|
(1.7
|
)
|
|
(15.3
|
)
|
|
(5.1
|
)
|
|||
Income tax (benefit) allocated directly to shareholders’ equity
|
|
(1.0
|
)
|
|
(1.9
|
)
|
|
(1.2
|
)
|
|||
Total income tax expense/(benefit)
|
|
$
|
3.4
|
|
|
$
|
(2.8
|
)
|
|
$
|
5.8
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Income Tax Reconciliation
|
|
($ in millions)
|
||||||||||
Expected tax (benefit)/expense
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Overseas statutory tax rates differential
|
|
(19.3
|
)
|
|
6.4
|
|
|
(7.3
|
)
|
|||
Prior year adjustments
(1)
|
|
3.3
|
|
|
(4.5
|
)
|
|
(0.6
|
)
|
|||
Valuation allowance
|
|
21.0
|
|
|
11.8
|
|
|
12.7
|
|
|||
Impact of unrecognized tax benefits
(2)
|
|
(1.9
|
)
|
|
—
|
|
|
5.3
|
|
|||
Restricted foreign tax credits
|
|
1.9
|
|
|
0.6
|
|
|
—
|
|
|||
Non-deductible expenses
|
|
1.0
|
|
|
1.3
|
|
|
1.8
|
|
|||
Non-taxable items
|
|
(0.9
|
)
|
|
(1.3
|
)
|
|
—
|
|
|||
Impact of changes in statutory tax rates
|
|
1.0
|
|
|
0.1
|
|
|
0.2
|
|
|||
Total income tax expense
|
|
$
|
6.1
|
|
|
$
|
14.4
|
|
|
$
|
12.1
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
($ in millions)
|
||||||
Unrecognized tax benefits balance at January 1
|
|
$
|
29.2
|
|
|
$
|
29.2
|
|
Foreign exchange re-translation
|
|
(3.4
|
)
|
|
—
|
|
||
Settlement in respect of tax position of prior years
|
|
$
|
(15.3
|
)
|
|
—
|
|
|
Unrecognized tax benefits balance at December 31
|
|
$
|
10.5
|
|
|
$
|
29.2
|
|
|
|
As at December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
($ in millions)
|
||||||
Deferred tax assets:
|
||||||||
Share-based payments
|
|
$
|
5.6
|
|
|
$
|
4.0
|
|
Operating loss carryforwards
|
|
124.5
|
|
|
108.3
|
|
||
Loss reserves
|
|
7.8
|
|
|
0.5
|
|
||
Accrued expenses
|
|
14.4
|
|
|
7.9
|
|
||
Foreign tax credit carryforwards
|
|
2.5
|
|
|
16.3
|
|
||
Unearned premiums
|
|
20.0
|
|
|
6.0
|
|
||
Deferred policy acquisition costs
|
|
2.1
|
|
|
3.2
|
|
||
Office properties and equipment
|
|
5.6
|
|
|
7.1
|
|
||
Other temporary differences
|
|
3.8
|
|
|
9.6
|
|
||
Total gross deferred tax assets
|
|
186.3
|
|
|
162.9
|
|
||
Less valuation allowance
|
|
(142.5
|
)
|
|
(124.4
|
)
|
||
Net deferred tax assets
|
|
$
|
43.8
|
|
|
$
|
38.5
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Equalization provision reserves
|
|
$
|
(23.0
|
)
|
|
$
|
(30.9
|
)
|
Intangible assets (other)
|
|
(2.8
|
)
|
|
(2.5
|
)
|
||
Deferred policy acquisition costs
|
|
(22.4
|
)
|
|
—
|
|
||
Other temporary differences
|
|
(1.7
|
)
|
|
(1.4
|
)
|
||
Total gross deferred tax (liabilities)
|
|
(49.9
|
)
|
|
(34.8
|
)
|
||
|
|
|
|
|
||||
Net deferred tax (liability)/asset
|
|
$
|
(6.1
|
)
|
|
$
|
3.7
|
|
14.
|
Capital Structure
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||||||
|
|
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
|
|
59,774,464
|
|
|
91
|
|
|
60,918,373
|
|
|
92
|
|
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
|
|
Issued 5.625% Preference Shares of 0.15144558¢ each with a liquidation preference of $25 per share
|
|
10,000,000
|
|
|
15
|
|
|
—
|
|
|
—
|
|
Total issued share capital
|
|
|
|
140
|
|
|
|
|
127
|
|
|
|
Number of Ordinary Shares
|
||||
|
|
2016
|
|
2015
|
||
Ordinary shares in issue at the beginning of the year
|
|
60,918,373
|
|
|
62,017,368
|
|
Ordinary shares issued to employees under the 2003 and 2013 share incentive plans and/or 2008 share purchase plan
|
|
419,255
|
|
|
649,394
|
|
Ordinary shares issued to non-employee directors
|
|
32,241
|
|
|
41,944
|
|
Ordinary shares repurchased
|
|
(1,595,405
|
)
|
|
(1,790,333
|
)
|
Ordinary shares in issue at the end of the year
|
|
59,774,464
|
|
|
60,918,373
|
|
15.
|
Statutory Requirements and Dividends Restrictions
|
|
|
As at December 31, 2016
|
||||||||||
|
|
U.S.
|
|
Bermuda
|
|
U.K.
|
||||||
|
|
($ in millions)
|
||||||||||
Required statutory capital and surplus
|
|
$
|
77.3
|
|
|
$
|
1,259.4
|
|
|
$
|
558.1
|
|
Statutory capital and surplus
|
|
$
|
598.3
|
|
|
$
|
2,294.4
|
|
|
$
|
970.3
|
|
|
|
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
|
|
16.
|
Retirement Plans
|
17.
|
Share-Based Payments
|
(a)
|
Employee Equity Incentives
|
|
|
As at December 31, 2016
|
||||||||||||||||
|
|
Options
Granted
|
|
Options
Forfeited
|
|
Options
Exercised
|
|
Outstanding
and
Exercisable
|
|
Exercise
Price
|
|
Weighted Average
Fair Value at
Grant Date
|
|
Remaining
Contractual
Time
|
||||
Option Holder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2006 Option granted February 16
|
1,072,490
|
|
|
450,567
|
|
|
621,923
|
|
|
—
|
|
|
$23.65
|
|
$6.99
|
|
expired
|
|
2007 Option granted May 4
|
607,635
|
|
|
157,980
|
|
|
449,655
|
|
|
—
|
|
|
$27.28
|
|
$6.14
|
|
expired
|
|
|
Grant Date
|
||||||||||||||
|
|
October 22, 2007
|
|
May 4,
2007
|
|
August 4,
2006
|
|
February 16,
2006
|
||||||||
Per share weighted average fair value
|
|
$
|
5.76
|
|
|
$
|
6.14
|
|
|
$
|
4.41
|
|
|
$
|
6.99
|
|
Risk free interest rate
|
|
4.09
|
%
|
|
4.55
|
%
|
|
5.06
|
%
|
|
4.66
|
%
|
||||
Dividend yield
|
|
2.1
|
%
|
|
2.2
|
%
|
|
2.6
|
%
|
|
2.7
|
%
|
||||
Expected life
|
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
|
5 years
|
|
||||
Share price volatility
|
|
20.28
|
%
|
|
23.76
|
%
|
|
19.33
|
%
|
|
35.12
|
%
|
||||
Foreign currency volatility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
As at December 31, 2016
|
||||||||||
|
|
|
Restricted Share Units
|
||||||||||
RSU Holder
|
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
2004 - 2013 Grants
|
|
1,624,251
|
|
|
1,472,152
|
|
|
152,099
|
|
|
—
|
|
|
2014 Grants
|
|
259,640
|
|
|
152,543
|
|
|
44,621
|
|
|
62,476
|
|
|
2015 Grants
|
|
287,852
|
|
|
91,749
|
|
|
32,067
|
|
|
164,036
|
|
|
2016 Grants
|
|
328,550
|
|
|
2,824
|
|
|
21,898
|
|
|
303,828
|
|
|
Total
|
|
2,500,293
|
|
|
1,719,268
|
|
|
250,685
|
|
|
530,340
|
|
|
|
As at December 31, 2016
|
||||||||||
|
|
Performance Share Awards
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount Outstanding
|
||||
2004 - 2013 Grants
(1)
|
|
4,788,835
|
|
|
2,665,202
|
|
|
2,123,633
|
|
|
—
|
|
2014 Grants
|
|
315,389
|
|
|
243,827
|
|
|
71,562
|
|
|
—
|
|
2015 Grants
(2)
|
|
277,585
|
|
|
107,882
|
|
|
81,802
|
|
|
87,902
|
|
2016 Grants
(2)
|
|
278,477
|
|
|
28,566
|
|
|
82,824
|
|
|
167,086
|
|
Total
|
|
5,660,286
|
|
|
3,045,477
|
|
|
2,359,821
|
|
|
254,988
|
|
(1)
|
The amounts vested and forfeited in respect of the 2004 - 2013 performance share awards have been updated to reflect employees leaving after the financial reporting date but before the final vesting date.
|
(2)
|
The amount granted 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; 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, 2016
|
|||
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding performance share awards, beginning of period
|
|
266,424
|
|
|
$24.17
|
Granted
|
|
278,477
|
|
|
$34.44
|
Earned
|
|
(87,059
|
)
|
|
$37.30
|
Forfeited
|
|
(202,854
|
)
|
|
$36.93
|
Outstanding performance share awards, end of period
|
|
254,988
|
|
|
$36.92
|
2013 Phantom Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2013
|
|
33.3
|
%
|
|
6.2
|
%
|
|
10.5
|
%
|
||
2014
|
|
33.3
|
%
|
|
13.3
|
%
|
|
43.0
|
%
|
||
2015
|
|
33.3
|
%
|
|
10.7
|
%
|
|
31.2
|
%
|
||
Total
|
|
100.0
|
%
|
|
|
|
84.7
|
%
|
2016 Phantom Shares
|
|
|
|
|
|
|
|
||||
Year
|
|
|
|
Split
|
|
Increase in BVPS
|
|
Banked
|
|||
2016
|
|
33.3
|
%
|
|
5.9
|
%
|
|
11.4
|
%
|
||
2017
|
|
33.3
|
%
|
|
NA
|
|
|
NA
|
|
||
2018
|
|
33.3
|
%
|
|
NA
|
|
|
NA
|
|
||
Total
|
|
100.0
|
%
|
|
|
|
11.4
|
%
|
Grant Date
|
|
Per share
weighted
average
fair value
|
|
Risk free
interest rate
|
|
Dividend yield
|
|
Expected life
|
|
Share price
volatility
|
|||
|
|
($)
|
|
(%)
|
|
(%)
|
|
(in years)
|
|
(%)
|
|||
November 4, 2008
|
|
$3.18
|
|
0.48
|
%
|
|
2.70
|
%
|
|
3.0
|
|
68.0
|
%
|
December 4, 2008
|
|
2.87
|
|
(0.41
|
)
|
|
3.16
|
|
|
2.0
|
|
102.0
|
|
November 23, 2009
|
|
3.76
|
|
0.01
|
|
|
2.28
|
|
|
3.0
|
|
22.0
|
|
December 21, 2009
|
|
3.82
|
|
0.04
|
|
|
2.34
|
|
|
2.0
|
|
18.0
|
|
December 22, 2010
|
|
4.24
|
|
0.13
|
|
|
2.07
|
|
|
3.0
|
|
14.0
|
|
December 22, 2010
|
|
4.46
|
|
0.13
|
|
|
2.07
|
|
|
2.0
|
|
14.0
|
|
December 13, 2011
|
|
4.20
|
|
0.05
|
|
|
2.80
|
|
|
3.0
|
|
26.2
|
|
December 13, 2011
|
|
3.85
|
|
0.05
|
|
|
2.75
|
|
|
2.0
|
|
26.2
|
|
March 20, 2013
|
|
7.79
|
|
0.38
|
|
|
1.88
|
|
|
3.0
|
|
2.8
|
|
March 20, 2013
|
|
5.75
|
|
0.25
|
|
|
1.88
|
|
|
2.0
|
|
3.2
|
|
September 26, 2014
|
|
6.61
|
|
1.06
|
|
|
1.87
|
|
|
3.0
|
|
6.2
|
|
September 26, 2014
|
|
6.43
|
|
0.58
|
|
|
1.87
|
|
|
2.0
|
|
4.0
|
|
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
|
|
March 25, 2016
|
|
7.97
|
|
1.04
|
|
|
1.88
|
|
|
3.0
|
|
4.2
|
|
March 25, 2016
|
|
7.00
|
|
0.87
|
|
|
1.88
|
|
|
2.0
|
|
2.4
|
|
Option Holder
|
|
Options Outstanding
|
|
Options Exercisable
|
|
Exercise
Price
|
|
Fair Value at
Grant Date
|
|
Remaining
Contractual Time
|
||
Non-employee directors - 2006 Option grants (May 25)
|
|
—
|
|
|
—
|
|
|
$21.96
|
|
$4.24
|
|
Expired
|
Non-employee directors - 2007 Option grants (July 30)
|
|
—
|
|
|
—
|
|
|
$24.76
|
|
$4.97
|
|
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, 2016
|
||||||||||
|
|
Restricted Share Units
|
||||||||||
|
|
Amount
Granted
|
|
Amount
Vested
|
|
Amount
Forfeited
|
|
Amount
Outstanding
|
||||
Non-Employee Directors — 2014 and prior
|
|
194,776
|
|
|
185,773
|
|
|
9,003
|
|
|
—
|
|
Non-Employee Directors — 2015
|
|
27,620
|
|
|
27,620
|
|
|
—
|
|
|
—
|
|
Non-Employee Directors — 2016
|
|
24,456
|
|
|
18,006
|
|
|
3,104
|
|
|
3,346
|
|
Chairman — 2014 and prior
|
|
103,577
|
|
|
103,577
|
|
|
—
|
|
|
—
|
|
Chairman — 2015
|
|
12,154
|
|
|
12,154
|
|
|
—
|
|
|
—
|
|
Chairman — 2016
|
|
10,952
|
|
|
9,127
|
|
|
—
|
|
|
1,825
|
|
Total
|
|
373,535
|
|
|
356,257
|
|
|
12,107
|
|
|
5,171
|
|
|
|
|
Twelve Months Ended December 31, 2016
|
||||
Option activity
|
|
|
Number of Options
|
|
Weighted Average
Exercise Price
|
||
Outstanding options, beginning of period
|
|
29,222
|
|
|
$23.59
|
||
Exercised and issued
|
|
(29,222
|
)
|
|
23.59
|
||
Outstanding and exercisable options, end of period
|
|
—
|
|
|
—
|
|
|
|
|
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, 2016
|
|||
Restricted share unit activity
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Outstanding restricted stock, beginning of period
|
|
510,870
|
|
|
$40.40
|
|
Granted
|
|
363,958
|
|
|
37.84
|
|
Vested
|
|
(280,257
|
)
|
|
39.69
|
|
Forfeited
|
|
(59,059
|
)
|
|
39.59
|
|
Outstanding restricted stock, end of period
|
|
535,511
|
|
|
$39.25
|
|
|
|
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
|
|
|
$40.40
|
18.
|
Intangible Assets
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
||||||||||||||||||||||||
|
Beginning of the Year
|
|
Additions
|
|
Amortization
|
|
End of
the Year
|
|
Beginning of the Year
|
|
Amortization
|
|
End of
the Year
|
||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||||||
Intangible Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Trade Mark
|
$
|
1.6
|
|
|
$
|
5.5
|
|
|
$
|
(0.5
|
)
|
|
$
|
6.6
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
Insurance Licenses
|
16.6
|
|
|
0.05
|
|
|
—
|
|
|
16.7
|
|
|
16.6
|
|
|
—
|
|
|
16.6
|
|
|||||||
Agency Relationships
|
—
|
|
|
28.1
|
|
|
(1.8
|
)
|
|
26.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Non-compete Agreements
|
—
|
|
|
3.9
|
|
|
(0.6
|
)
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Value of Business Acquired
|
—
|
|
|
1.8
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consulting Relationships
|
—
|
|
|
1.0
|
|
|
(0.1
|
)
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
24.2
|
|
|
—
|
|
|
24.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Renewal Rights
|
—
|
|
|
1.9
|
|
|
(0.2
|
)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
$
|
18.2
|
|
|
$
|
66.5
|
|
|
$
|
(5.0
|
)
|
|
$
|
79.6
|
|
|
$
|
18.2
|
|
|
$
|
—
|
|
|
$
|
18.2
|
|
19.
|
Commitments and Contingent Liabilities
|
(a)
|
Restricted assets
|
|
|
As at December 31, 2016
|
|
At December 31, 2015
|
||||
|
|
($ in millions, except percentages)
|
||||||
Regulatory trusts and deposits:
|
|
|
|
|
||||
Affiliated transactions
|
|
$
|
1,482.8
|
|
|
$
|
1,421.0
|
|
Third party
|
|
2,380.8
|
|
|
2,265.6
|
|
||
Letters of credit / guarantees
(1)
|
|
672.1
|
|
|
708.5
|
|
||
Total restricted assets
|
|
$
|
4,535.7
|
|
|
$
|
4,395.1
|
|
|
|
|
|
|
||||
Total as percent of investable assets
|
|
49.3
|
%
|
|
49.6
|
%
|
(1)
|
As at
December 31, 2016
, the Company had pledged funds of
$672.0 million
and
£7.2 million
(
December 31, 2015
—
$697.6 million
and
£7.1 million
) as collateral for the secured letters of credit.
|
As at December 31, 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Later
Years |
|
Total
|
||||||||||||||
|
|
($ in millions)
|
||||||||||||||||||||||||||
Operating Lease Obligations
|
|
$
|
16.1
|
|
|
$
|
15.3
|
|
|
$
|
14.0
|
|
|
$
|
9.9
|
|
|
$
|
8.7
|
|
|
$
|
86.4
|
|
|
$
|
150.4
|
|
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
|
|
(c)
|
Variable interest entities
|
(d)
|
Contingent liabilities
|
20.
|
Concentrations of Credit Risk
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Broker
|
|
|
(in percentages)
|
||||||||||
Aon Corporation
|
|
18.4
|
%
|
|
18.7
|
%
|
|
17.8
|
%
|
||||
Marsh & McLennan Companies, Inc.
|
|
14.7
|
|
|
15.4
|
|
|
15.1
|
|
||||
Willis Group Holdings, Ltd.
|
|
13.7
|
|
|
14.5
|
|
|
13.7
|
|
||||
Others
(1)
|
|
53.2
|
|
|
51.4
|
|
|
53.4
|
|
||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
||||
|
|
|
|
|
|
|
|||||||
Gross written premiums ($ millions)
|
|
$
|
3,147.0
|
|
|
$
|
2,997.3
|
|
|
$
|
2,902.7
|
|
(1)
|
No other individual broker accounted for more than
10%
of total gross written premiums.
|
21.
|
Reclassifications from Accumulated Other Comprehensive Income
|
|
|
Amount Reclassified from AOCI
|
|
|||||||
Details about the AOCI Components
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Affected Line Item in the
Consolidated Statement of Operations
|
||||
|
|
($ in millions)
|
|
|
||||||
Available for sale securities:
|
|
|
|
|
||||||
Realized gain on sale of securities
|
|
$
|
18.8
|
|
|
$
|
43.6
|
|
|
Realized and unrealized investment gains
|
Realized (losses) on sale of securities
|
|
(8.9
|
)
|
|
(5.7
|
)
|
|
Realized and unrealized investment losses
|
||
|
|
9.9
|
|
|
37.9
|
|
|
Income from operations before income tax
|
||
Tax on net realized gains of securities
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|
Income tax expense
|
||
|
|
$
|
8.9
|
|
|
$
|
36.7
|
|
|
Net income
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments, before tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net realized and unrealized foreign exchange gains/(losses)
|
Tax on foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net income
|
Realized derivatives:
|
|
|
|
|
|
|
||||
Net realized (losses) on settled derivatives
|
|
(8.7
|
)
|
|
(4.9
|
)
|
|
General, administrative and corporate expenses
|
||
Tax on settled derivatives
|
|
—
|
|
|
—
|
|
|
Income tax expense
|
||
|
|
$
|
(8.7
|
)
|
|
$
|
(4.9
|
)
|
|
Net income
|
|
|
|
|
|
|
|
||||
Total reclassifications from AOCI to the statement of operations, net of income tax
|
|
$
|
0.2
|
|
|
$
|
31.8
|
|
|
Net income
|
22.
|
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
|
|
23.
|
Unaudited Quarterly Financial Data
|
|
|
2016
|
||||||||||||||||||
|
|
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
|
|
$
|
663.1
|
|
|
$
|
680.8
|
|
|
$
|
681.0
|
|
|
$
|
612.4
|
|
|
$
|
2,637.3
|
|
Net investment income
|
|
49.5
|
|
|
48.0
|
|
|
46.4
|
|
|
43.2
|
|
|
187.1
|
|
|||||
Realized and unrealized investment gains
|
|
65.6
|
|
|
45.1
|
|
|
26.7
|
|
|
(29.0
|
)
|
|
108.4
|
|
|||||
Other income
|
|
1.4
|
|
|
(0.5
|
)
|
|
1.5
|
|
|
3.3
|
|
|
5.7
|
|
|||||
Total revenues
|
|
779.6
|
|
|
773.4
|
|
|
755.6
|
|
|
629.9
|
|
|
2,938.5
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Losses and loss adjustment expenses
|
|
357.4
|
|
|
442.2
|
|
|
389.2
|
|
|
387.3
|
|
|
1,576.1
|
|
|||||
Amortization of deferred policy acquisition costs
|
|
130.2
|
|
|
126.7
|
|
|
130.9
|
|
|
141.1
|
|
|
528.9
|
|
|||||
General, administrative and corporate expenses
|
|
119.8
|
|
|
116.4
|
|
|
125.0
|
|
|
128.9
|
|
|
490.1
|
|
|||||
Interest on long-term debt
|
|
7.4
|
|
|
7.4
|
|
|
7.3
|
|
|
7.4
|
|
|
29.5
|
|
|||||
Change in fair value of derivatives
|
|
7.2
|
|
|
0.4
|
|
|
(0.6
|
)
|
|
17.6
|
|
|
24.6
|
|
|||||
Change in fair value of loan notes issued by variable interest entities
|
|
4.4
|
|
|
(0.5
|
)
|
|
9.8
|
|
|
3.4
|
|
|
17.1
|
|
|||||
Realized and unrealized investment losses/(gains)
|
|
20.6
|
|
|
8.3
|
|
|
5.2
|
|
|
29.1
|
|
|
63.2
|
|
|||||
Net realized and unrealized foreign exchange losses/(gains)
|
|
15.7
|
|
|
5.3
|
|
|
(10.8
|
)
|
|
(12.0
|
)
|
|
(1.8
|
)
|
|||||
Other expenses
|
|
—
|
|
|
1.0
|
|
|
(0.9
|
)
|
|
1.2
|
|
|
1.3
|
|
|||||
Total expenses
|
|
662.7
|
|
|
707.2
|
|
|
655.1
|
|
|
704.0
|
|
|
2,729.0
|
|
|||||
Income from operations before income tax
|
|
116.9
|
|
|
66.2
|
|
|
100.5
|
|
|
(74.1
|
)
|
|
209.5
|
|
|||||
Income tax (expense)
|
|
(2.5
|
)
|
|
(1.3
|
)
|
|
(4.9
|
)
|
|
2.6
|
|
|
(6.1
|
)
|
|||||
Net income
|
|
$
|
114.4
|
|
|
$
|
64.9
|
|
|
$
|
95.6
|
|
|
$
|
(71.5
|
)
|
|
$
|
203.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of ordinary share and share equivalents
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
60,867,815
|
|
|
60,705,028
|
|
|
60,225,705
|
|
|
60,152,420
|
|
|
60,478,740
|
|
|||||
Diluted
|
|
62,483,938
|
|
|
62,192,142
|
|
|
61,577,018
|
|
|
61,198,041
|
|
|
61,860,689
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.73
|
|
|
$
|
0.91
|
|
|
$
|
1.43
|
|
|
$
|
(1.41
|
)
|
|
$
|
2.67
|
|
Diluted earnings per ordinary share adjusted for preference share dividends
|
|
$
|
1.68
|
|
|
$
|
0.89
|
|
|
$
|
1.40
|
|
|
$
|
(1.41
|
)
|
|
$
|
2.61
|
|
|
|
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
|
|
24.
|
Subsequent Events
|
|
|
As at December 31, 2016
|
|
As at December 31, 2015
|
||||
|
|
($ in millions, except per share amounts)
|
||||||
ASSETS
|
|
|
|
|
||||
Short-term investments (available for sale)
|
|
$
|
25.1
|
|
|
$
|
25.0
|
|
Fixed Income Maturities (Trading)
|
|
145.7
|
|
|
—
|
|
||
Cash and cash equivalents
|
|
156.3
|
|
|
110.5
|
|
||
Investments in subsidiaries
(1)
|
|
3,405.8
|
|
|
3,439.4
|
|
||
Other investments
|
|
11.7
|
|
|
0.8
|
|
||
Eurobond issued by subsidiary
|
|
480.0
|
|
|
480.0
|
|
||
Long-term debt issued by Silverton
|
|
54.5
|
|
|
44.5
|
|
||
Intercompany funds due from affiliates
|
|
9.8
|
|
|
5.3
|
|
||
Other assets
|
|
8.6
|
|
|
9.0
|
|
||
Total assets
|
|
$
|
4,297.5
|
|
|
$
|
4,114.5
|
|
LIABILITIES
|
|
|
|
|
|
|
||
Accrued expenses and other payables
|
|
6.4
|
|
|
15.7
|
|
||
Intercompany funds due to affiliates
|
|
93.5
|
|
|
129.7
|
|
||
Long-term debt
|
|
549.3
|
|
|
549.2
|
|
||
Total liabilities
|
|
$
|
649.2
|
|
|
$
|
694.6
|
|
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
Ordinary Shares:
|
|
|
|
|
||||
59,774,464 shares of par value 0.15144558¢ each
(December 31, 2015 — 60,918,373) |
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Preference Shares:
|
|
|
|
|
||||
11,000,000 5.950% shares of par value 0.15144558¢ each
(December 31, 2015 — 11,000,000) |
|
—
|
|
|
—
|
|
||
5,327,500 7.401% shares of par value 0.15144558¢ each
(December 31, 2015 — 5,327,500) |
|
—
|
|
|
—
|
|
||
6,400,000 7.250% shares of par value 0.15144558¢ each
(December 31, 2015 — 6,400,000) |
|
—
|
|
|
—
|
|
||
10,000,000 5.625% shares of par value 0.15144558¢ each
(December 31, 2015 — Nil) |
|
—
|
|
|
—
|
|
||
Additional paid in capital
|
|
1,259.6
|
|
|
1,075.3
|
|
||
Retained earnings
|
|
2,392.3
|
|
|
2,283.6
|
|
||
Non-controlling interest
|
|
1.4
|
|
|
1.3
|
|
||
Accumulated other comprehensive income, net of taxes:
|
|
|
|
|
|
|
||
Unrealized gains on investments
|
|
22.5
|
|
|
60.2
|
|
||
Loss on derivatives
|
|
(0.5
|
)
|
|
(1.2
|
)
|
||
Gains on foreign currency translation
|
|
(27.1
|
)
|
|
0.6
|
|
||
Total accumulated other comprehensive (loss)/income
|
|
(5.1
|
)
|
|
59.6
|
|
||
Total shareholders’ equity
|
|
3,648.3
|
|
|
3,419.9
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
4,297.5
|
|
|
$
|
4,114.5
|
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Operating Activities:
|
|
|
|
|
|
|
||||||
Equity in net earnings of subsidiaries and other investments
|
|
$
|
(85.2
|
)
|
|
$
|
59.0
|
|
|
$
|
146.9
|
|
Dividend income
|
|
331.3
|
|
|
292.3
|
|
|
258.5
|
|
|||
Interest income on Eurobond
|
|
21.1
|
|
|
29.5
|
|
|
29.5
|
|
|||
Net realized and unrealized investment gains/(losses)
|
|
3.8
|
|
|
4.3
|
|
|
5.6
|
|
|||
Other income
|
|
—
|
|
|
1.9
|
|
|
1.9
|
|
|||
Total revenues
|
|
271.0
|
|
|
387.0
|
|
|
442.4
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
General, administrative and corporate expenses
|
|
(38.1
|
)
|
|
(34.4
|
)
|
|
(57.1
|
)
|
|||
Interest expense
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|
(29.5
|
)
|
|||
Income from operations before income tax
|
|
203.4
|
|
|
323.1
|
|
|
355.8
|
|
|||
Income tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
203.4
|
|
|
323.1
|
|
|
355.8
|
|
|||
Amount attributable to non-controlling interest
|
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
Net income attributable to Aspen Insurance Holdings Limited ordinary shareholders
|
|
203.3
|
|
|
322.3
|
|
|
355.0
|
|
|||
Other comprehensive income/(loss), net of taxes:
|
|
|
|
|
|
|
|
|
|
|||
Change in unrealized gains on investments
|
|
(37.7
|
)
|
|
(105.2
|
)
|
|
34.9
|
|
|||
Net change from current period hedged transactions
|
|
0.7
|
|
|
2.6
|
|
|
(3.8
|
)
|
|||
Change in foreign currency translation adjustment
|
|
(27.7
|
)
|
|
(72.1
|
)
|
|
(15.9
|
)
|
|||
Other comprehensive (loss)/income, net of tax
|
|
(64.7
|
)
|
|
(174.7
|
)
|
|
15.2
|
|
|||
Comprehensive income
|
|
$
|
138.6
|
|
|
$
|
147.6
|
|
|
$
|
370.2
|
|
|
|
Twelve Months Ended December 31, 2016
|
|
Twelve Months Ended December 31, 2015
|
|
Twelve Months Ended December 31, 2014
|
||||||
|
|
($ in millions)
|
||||||||||
Cash Flows From/(Used In) Operating Activities:
|
|
|
|
|
|
|
||||||
Net income (excluding equity in net earnings of subsidiaries)
|
|
$
|
289.3
|
|
|
$
|
256.4
|
|
|
$
|
209.8
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|||
Share-based compensation expenses
|
|
15.5
|
|
|
17.9
|
|
|
15.1
|
|
|||
Realized and unrealized losses/(gains)
|
|
(3.2
|
)
|
|
(4.3
|
)
|
|
(5.6
|
)
|
|||
Loss on derivative contracts
|
|
0.5
|
|
|
1.2
|
|
|
—
|
|
|||
Change in other receivables
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||
Change in other assets
|
|
0.4
|
|
|
(9.0
|
)
|
|
0.6
|
|
|||
Change in accrued expenses and other payables
|
|
(9.3
|
)
|
|
(36.8
|
)
|
|
37.9
|
|
|||
Change in intercompany activities
|
|
(40.7
|
)
|
|
71.9
|
|
|
32.3
|
|
|||
Net cash generated by operating activities
|
|
252.5
|
|
|
297.3
|
|
|
291.2
|
|
|||
Cash Flows From/(Used in) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchase of short term investments
|
|
(0.1
|
)
|
|
(25.0
|
)
|
|
—
|
|
|||
Purchase of Fixed Income Securities
|
|
(145.7
|
)
|
|
—
|
|
|
—
|
|
|||
Investment in subsidiaries
|
|
(126.1
|
)
|
|
(171.5
|
)
|
|
(56.6
|
)
|
|||
Investment in long-term debt issued by Silverton
|
|
(25.0
|
)
|
|
(25.0
|
)
|
|
(15.0
|
)
|
|||
Repayment of loan notes issued by Silverton
|
|
19.2
|
|
|
20.5
|
|
|
—
|
|
|||
Investment in Micro-insurance
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|||
Investment in Bene
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from other investments
|
|
—
|
|
|
—
|
|
|
39.3
|
|
|||
Net cash (used in) investing activities
|
|
(281.0
|
)
|
|
(201.8
|
)
|
|
(32.3
|
)
|
|||
Cash Flows From/(Used in) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from issuance of ordinary shares, net of issuance costs
|
|
2.5
|
|
|
6.8
|
|
|
2.7
|
|
|||
Proceeds from issuance of preference shares, net of issuance costs
|
|
241.3
|
|
|
—
|
|
|
—
|
|
|||
Ordinary share repurchase
|
|
(75.0
|
)
|
|
(83.7
|
)
|
|
(180.9
|
)
|
|||
Ordinary and preference share dividends paid
|
|
(94.5
|
)
|
|
(88.7
|
)
|
|
(88.1
|
)
|
|||
Proceeds from maturity of Eurobond
|
|
—
|
|
|
573.8
|
|
|
—
|
|
|||
Eurobond purchased from subsidiary
|
|
—
|
|
|
(480.0
|
)
|
|
—
|
|
|||
Net cash (used in)/from financing activities
|
|
74.3
|
|
|
(71.8
|
)
|
|
(266.3
|
)
|
|||
Increase/(decrease) in cash and cash equivalents
|
|
45.8
|
|
|
23.7
|
|
|
(7.4
|
)
|
|||
Cash and cash equivalents — beginning of period
|
|
110.5
|
|
|
86.8
|
|
|
94.2
|
|
|||
Cash and cash equivalents — end of period
|
|
$
|
156.3
|
|
|
$
|
110.5
|
|
|
$
|
86.8
|
|
Year Ended December 31, 2016
|
|
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
|
|
$
|
239.6
|
|
|
$
|
2,462.1
|
|
|
$
|
813.3
|
|
|
$
|
1,181.9
|
|
|
|
|
|
$
|
657.9
|
|
|
$
|
226.4
|
|
|
$
|
1,269.2
|
|
|
$
|
178.2
|
|
|
Insurance
|
|
118.8
|
|
|
2,297.1
|
|
|
550.1
|
|
|
1,455.4
|
|
|
|
|
|
918.2
|
|
|
302.5
|
|
|
1,324.5
|
|
|
228.4
|
|
|||||||||
Total
|
|
$
|
358.4
|
|
|
$
|
4,759.2
|
|
|
$
|
1,363.4
|
|
|
$
|
2,637.3
|
|
|
$
|
187.1
|
|
|
$
|
1,576.1
|
|
|
$
|
528.9
|
|
|
$
|
2,593.7
|
|
|
$
|
406.6
|
|
Year to date 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
|
|
|
|
Direct
|
|
Assumed
|
|
Ceded
|
|
Net Amount
|
||||||||
|
|
($ in millions)
|
||||||||||||||
2016
|
|
$
|
1,733.8
|
|
|
$
|
1,413.2
|
|
|
$
|
(553.3
|
)
|
|
$
|
2,593.7
|
|
2015
|
|
$
|
1,748.4
|
|
|
$
|
1,248.9
|
|
|
$
|
(351.1
|
)
|
|
$
|
2,646.2
|
|
2014
|
|
$
|
1,729.9
|
|
|
$
|
1,172.8
|
|
|
$
|
(387.5
|
)
|
|
$
|
2,515.2
|
|
|
|
Gross Amount
|
|
Ceded to Other
Companies
|
|
Assumed From
Other
Companies
|
|
Net Amount
|
|
Percentage of
Amount
Assumed
to Net
|
|||||||||
|
|
($ in millions, except for percentages)
|
|||||||||||||||||
2016
|
|
$
|
1,768.4
|
|
|
$
|
(449.0
|
)
|
|
$
|
1,317.9
|
|
|
$
|
2,637.3
|
|
|
50.0
|
%
|
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
|
%
|
|
|
Balance at
Beginning of
Year
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||||
|
|
($ in millions)
|
||||||||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Premiums receivable from underwriting activities
|
|
$
|
2.6
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
Reinsurance
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Thomas Lillelund of [Address Intentionally Omitted] ("you"); and
|
(2)
|
ASPEN INSURANCE UK SERVICES LIMITED
incorporated in England and Wales (Registered Number 4270446) whose registered office is at 30 Fenchurch Street, London, EC3M 3BD (the "Company").
|
1.
|
INTRODUCTION
|
(a)
|
Your employer will be
Aspen Insurance UK Services Limited
(the "Company").
|
(b)
|
You will serve the Group as Principle Officer, Asia Pacific and Singapore. The job title is subject to MAS approval.
|
(c)
|
Your salary will be $325,000 (US dollars) net of tax per annum, paid in accordance with clauses 5.1 and 5.2.
|
(d)
|
Your normal place of work will be 80 Raffles Place, # 36-00, UOB Plaza 1, Singapore, 048624. The Company reserves the right to require you to work elsewhere if the interests of the Company's business so require. In addition, you may be expected to work and travel outside of Singapore and abroad from time to time.
|
(e)
|
The commencement date of your employment under the Terms and Conditions of Employment (the “Agreement”) is to be agreed, subject to clause 1.2 and the satisfactory completion of the pre-employment assessment process.
|
(f)
|
You will report to Heather Goodhew, Head of International Property Facultative & Head of Business Development, Emerging Markets but the
|
(g)
|
Your notice period will be as set out in clause 16.
|
(h)
|
Your normal retirement age will be in accordance with that prescribed in the Retirement Age Act, Chapter 274A, Singapore Statutes.
|
(i)
|
Subject to clause 4, your normal hours of work will be from 9.00 a.m. to 5.00 p.m.
|
(j)
|
Subject to clause 7, you shall be entitled to 25 days' leave.
|
(k)
|
Your probationary period will be six months. The Company reserves the right to extend your probation for such period(s) as it may consider appropriate. Your probation shall be deemed to be extended unless and until you receive written confirmation that it has ended from the Company.
|
1.1
|
DEALING CODE
|
1.2
|
PRE CONDITIONS
|
(a)
|
you continuing to hold a work permit to ensure you have the right to work in Singapore.
|
(b)
|
the satisfactory completion of the pre-employment background checks process and the pre-employment assessment process.
|
(c)
|
you obtaining registration with any relevant authority, including the Monetary Authority of Singapore, which may be necessary and in the event that your registration is revoked or amended so that you are not permitted to carry out your duties you will be liable to be summarily dismissed. The Company reserves the right to do this notwithstanding any right of appeal you may have.
|
(d)
|
you obtaining a release from any obligations to your previous employer which would prevent you from commencing employment with the Company.
|
2.
|
SCOPE OF DUTIES
|
3.
|
VARIATION OF WORK
|
4.
|
HOURS
|
5.
|
SALARY AND BONUS
|
5.1
|
METHOD
|
5.2
|
DATE
|
5.3
|
BONUS
|
6.
|
EXPENSES
|
7.
|
LEAVE ENTITLEMENT
|
8.
|
SICKNESS ABSENCE AND SICK PAY
|
8.1
|
You are allowed paid sick leave not exceeding:-
|
(a)
|
14 days in each completed year of service if no hospitalisation is necessary;
|
(b)
|
60 days in each completed year of service if hospitalisation is necessary.
|
8.2
|
Sick leave must be supported by a certificate issued by a registered medical practitioner from a Government outpatient clinic or hospital. This is to be renewed at appropriate intervals.
|
8.3
|
You must inform the person to whom you report by telephone as early as possible during the first working day of the period of absence. This must be done by you in person unless the situation renders it impossible and then it may be undertaken on your behalf by a member of your family. An indication of the expected date of return should also be given.
|
8.4
|
The Company may, at any time, require you to undergo a medical examination by a practitioner of the Company's choice. The cost of such examination will be the responsibility of the Company. The guidelines on the periods of sick leave are as follows:
|
(a)
|
Should you be absent for short periods on a recurring basis or for a continuous period of several weeks, the situation will be kept under review by the person to whom you report in consultation with the Human Resources Department.
|
(b)
|
In the event of a protracted period of ill health the Company will continue to pay you during absence from work for a maximum period of two months and thereafter subject to the discretion of the Company.
|
9.
|
HOME LEAVE
|
10.
|
HOUSING ALLOWANCE
|
11.
|
SCHOOL FEES ALLOWANCE
|
12.
|
PENSION AND CENTRAL PROVIDENT FUND
|
12.1
|
You will be eligible to become a member of the Aspen UK Pension Scheme (the "Scheme"). Your membership of the Scheme shall be subject to the Trust Deed and Rules as may be amended from time to time, including conditions relating to risk and benefits and the powers of amendment and termination.
|
12.2
|
Employer contributions are based on a rate for age scale. At your current age this will be 10.5%. The contributions made into the Aspen UK Pension Scheme will be based on a UK notional salary of £180,000. Your notional salary will be reviewed on an annual basis. To participate in the scheme, you will be expected to contribute 3% of notional salary.
|
12.3
|
The Company shall provide you with medical insurance, permanent health insurance, personal accident insurance and life assurance (subject to the relevant insurers' terms and conditions). The Board shall have the right to change the
|
12.4
|
You agree that, if the Company provides you with any insured benefits, the Company will have no responsibility for the decisions taken by the insurers about any claim by the Company or you and that there are no circumstances in which the Group can be liable to you for any such insured benefits, or loss of such insured benefits, which the insurers have declined to pay for whatever reason. Any such insured benefits will be subject always to the terms of the relevant insurance policy between the Company and the insurer.
|
12.5
|
If applicable, you will receive a statement showing monthly deductions for your share of Central Provident Fund (“CPF”) contributions, personal contributions, and any other special deductions from salary.
|
13.
|
CONFIDENTIALITY OF INFORMATION
|
14.
|
COMPANY RULES AND POLICIES
|
15.
|
GRIEVANCE POLICY
|
16.
|
TERMINATION AND NOTICE
|
16.1
|
You are entitled to receive, and are required to give, six months' notice in order to terminate your employment.
|
16.2
|
The Company reserves the right in its absolute discretion to terminate your employment under clause 16.1 with immediate effect by making a payment to you in lieu of notice.
|
16.3
|
Notwithstanding anything contained herein, the Company shall be entitled at any time to terminate your employment with immediate effect and without any payment or compensation whatsoever should you:
|
(i)
|
commit any serious or persistent breach of any of the terms of your employment;
|
(ii)
|
be guilty of any grave misconduct or wilful neglect in the discharge of your duties;
|
(iii)
|
become bankrupt or make any arrangement or composition with your creditors;
|
(iv)
|
be convicted of any criminal offence involving dishonesty or fraud;
|
(v)
|
become incapacitated by injury, ill-health or other cause from performing your duties for three (3) consecutive months in any period of twelve (12) months and for the purposes of this sub-clause (v), a certificate from a registered medical practitioner that you will be unable to perform your duties for such period will be deemed to be incapacity;
|
(vi)
|
become of unsound mind;
|
(vii)
|
be guilty of conduct tending to bring yourself or the Company into disrepute; or
|
(viii)
|
fail to hold a work permit to enable you to legally work in Singapore, for any reason whatsoever.
|
16.4
|
Upon termination of your employment:
|
(i)
|
you shall immediately and without claim for compensation resign from all positions and offices held in the Company or any of its related corporations;
|
(ii)
|
you shall deliver to the Company in proper order and condition all books, documents, papers, materials and any other property or assets relating to the business or affairs of the Company which may then be in your possession or control; and
|
(iii)
|
you shall not at any time thereafter represent yourself as being in any way connected with the business of the Company or any or its related corporations.
|
16.5
|
During any period of notice given by you pursuant to clause 16.1 or during any period not exceeding three months
from the date of notice being given by the Company pursuant to clause 16.1 the Company shall be under no obligation to assign to or vest in you any powers, duties or functions or to provide any work for you and may at any time exclude you from any premises of the Company. During any such period of exclusion the Company shall have the right to require you not to speak to or otherwise communicate with any director or employee of the Company or any Associated Corporation or any person, firm or company, who at the date of such exclusion is a client or customer of the Company or any Associated Corporation, about any matter or thing relating to the business or affairs or finances of the Company or any Associated Corporation or of any such client or customer of the Company or any Associated Corporation.
|
16.6
|
In the event of gross misconduct the Company has the right to dismiss you summarily without notice.
|
17.
|
RESTRICTIVE COVENANTS
|
17.1
|
SCOPE OF RESTRICTIVE COVENANTS
|
(a)
|
for a period equal to your notice period, to any material extent, undertake, carry on or be employed, engaged or interested in any capacity in the supply or proposed supply of Competitive Services within the Territory. Competitive Services will be provided within the Territory if any business in which you are to be involved is located, or will be located, or is conducted or will be conducted, wholly or partly within the Territory;
|
(b)
|
for six months entice, induce or encourage a Customer to transfer or remove custom from the Company or any Associated Corporation;
|
(c)
|
for six months solicit or accept
business from a Customer for the supply of Competitive Services; or
|
(d)
|
for six months entice, induce or encourage an Employee to leave or seek to leave his or her position with the Company or any Associated Corporation for the purpose of being involved in or concerned with the supply or proposed supply of Competitive Services, regardless of whether or not that Employee acts in breach of his or her contract of employment with the Company or any Associated Corporation by so doing.
|
17.2
|
DEFINED TERMS IN CLAUSE 17
|
(a)
|
"Competitive Services"
means goods or services competitive with those which during or at the expiry of the Relevant Period the Company or any Associated Corporation was supplying or negotiating or actively and directly seeking to supply to any Customer for the purpose of Relevant Business but excluding such types of goods or services if they were only provided to persons who indicated unequivocally during the first six months of the Relevant Period that they would not be a customer for the purposes of clause 17.2(b)(i);
|
(b)
|
"Customer"
means a person:
|
(i)
|
who is at the expiry of the Relevant Period or who was at any time during the Relevant Period a customer of the Company or any Associated Corporation or to whom at the expiry of the Relevant Period the Company or any Associated Corporation was actively and directly seeking to supply goods or services, in either case for the purpose of Relevant Business; and
|
(ii)
|
with whom you or an Employee reporting directly to you working to any material extent in Relevant Business had dealings at any
|
(i)
|
is employed in or who renders services to Relevant Business of the Company or any Associated Corporation in a managerial or marketing or sales or distribution or senior capacity;
|
(ii)
|
has responsibility for customers of the Company or any Associated Corporation or influence over them; or
|
(iii)
|
is in possession of confidential information about the Group's business;
|
(v)
|
about whom at the end of the Relevant Period you had confidential or sensitive information by virtue of your duties;
|
(d)
|
"Relevant Business"
means the areas of business of the Company or any Associated Corporation in which, pursuant to your duties, you were materially involved at any time during the Relevant Period;
|
(e)
|
"Relevant Period"
means:
|
(i)
|
in relation to your actions during your employment, the period of your employment; and
|
(ii)
|
in relation to your actions following the end of your employment, the period of twelve months ending on the last day of your
|
(f)
|
"Territory"
means the jurisdictions in which you were specifically involved for the purposes of Relevant Business, including Singapore or any jurisdiction in which the Company or any Associated Corporation is operating or planning to operate Relevant Business at the expiry of the Relevant Period. Relevant Business will be operating within the Territory at the expiry of the Relevant Period if it has been located, conducted or promoted in that country or state during the Relevant Period.
|
17.3
|
SEVERABILITY
|
18.
|
ENTIRE AGREEMENT
|
18.1
|
This Agreement constitutes the entire agreement and understanding between the parties. If there is any conflict or inconsistency between this Agreement and the Employee Handbook or your offer letter, then this Agreement will take precedence. The Company will have no liability or remedy in tort against it in respect of any representation, warranty or other statement (other than those contained in this
|
19.
|
INTERPRETATION
|
19.1
|
In this Agreement:
|
"Associated Corporation"
|
means any company which from time to time is:
|
(a)
|
deemed to be related to the Company within the meaning of section 6 of the Companies Act, Chapter 50, Singapore Statutes, the “
Singapore
Companies Act
”); or
|
(b)
|
any company whose equity share capital (from time to time) is owned as to 20 per cent or more but not more than 50 per cent by the Company.
|
"Board"
|
means the board of directors of the Company from time to time;
|
"Group"
|
means the Company and/or any Associated Corporation.
|
(a)
|
The provisions of the Singapore Companies Act, Chapter 50 apply in determining whether you have an interest in any shares or other securities.
|
(b)
|
References to acting directly or indirectly include acting alone or jointly with or on behalf of or by means of another person and/or giving advice or providing services with a view to assisting another person.
|
(c)
|
References to a person include an individual, firm, corporation and any other organisation however it is constituted and words denoting the singular include the plural and vice versa.
|
(d)
|
References to an individual holding a position in the Company or the Group mean the holder of that position from time to time or his or her nominee or such other representative as the Board may nominate.
|
2.
|
POSITION
2
|
3.
|
TERM
2
|
4.
|
DUTIES
2
|
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.
|
TERMINA
TION
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
|
20.
|
GENERAL RELEASE 15
|
21.
|
OTHER TERMS AND CONDITIONS 15
|
22.
|
NOTICES 16
|
24.
|
ENTIRE AGREEMENT/AMENDMENT 16
|
25.
|
ASSIGNMENT 16
|
30.
|
COUNTERPARTS 17
|
"Affil
i
ate"
|
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, and shall include Aspen Insurance UK Limited (Singapore Branch) and Aspen Insurance UK Limited;
|
''Board"
|
means the Board of Directors of the Company from time to time;
|
"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
|
4.1
|
During his employment hereunder the Executive shall:
|
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.
|
(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
|
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
|
17.
|
TERMINATION OF EMPLOYMENT BY THE EXECUTIVE
|
(b)
|
to relieve the Executive of all or any part of his
duties;
and/or
|
18.
|
OBLIGATIONS UPON TERMINATION OFEMPLOYMBNT; CERTAIN OTHER TERMINATIONS
|
19.
|
EFFECT OF TERMINATION OF THIS AGREEMENT
|
20.
|
GENERAL RELEASE
|
21.
|
OTHER TERMSAND CONDITIONS
|
22.
|
NOTICES
|
23.
|
PREVIOUS AND OTHER AGREEMENTS
|
25.
|
ASSIGNMENT
|
26.
|
SEVERABILITY
|
27.
|
CO-OPERATION
|
28.
|
GOVERNING LAW
|
29.
|
COUNTERPARTS
|
(1)
|
ASPEN INSURANCE UK SERVICES LIMITED (Registered in England No.
|
(2)
|
Thomas Lillelund of [Address Intentionally Omitted] (the
|
l.
|
INTERPRETATION
|
1.
|
"
Group Company
" has the meaning ascribed to it in the Service Agreement; and
|
2.
|
"
Service Agreement
" shall mean the service agreement entered into between the Executive and the Company dated 29 June 2016, as may subsequently be amended from time to time.
|
4.
|
TERMINATION SUMS
|
(i)
|
£[appropriate figure to be inserted]
in respect of the Executive's entitlement to an annual incentive award for the year in which the termination of the Executive' s employment with the Company occurs, as calculated in accordance with Clause 18.2(b) of the Service Agreement;
|
(ii)
|
the sum of
£[appropriate figure to be inserted]
in respect of the Executive
’
s entitlement to a Severance Payment, as calculated and defined in accordance with Clause 18.2 (c) of the Service Agreement; and
|
(iii)
|
the sum of
£[appropriate figure to be inserted]
in respect of the Executive' s entitlement to the unpaid balance of all previously earned cash bonus and other incentive awards with respect to performance periods which have been completed
|
5.
|
SHARE OPTIONS
|
6.
|
WAIVER OF CLAIMS
|
7.
|
CONFIRMATION OF NO BREACHES
|
8.
|
LEGAL ADVICE
|
(a)
|
To the extent applicable, this Agreement satisfies the conditions regulating compromise agreements and settlement agreements under s203 Employment Rights Act 1996, s77 Sex Discrimination Act 1975, s72 Race Relations Act 1976, Paragraph 2(2). Schedule 3A Disability Discrimination Act 1995, Regulation 35 Working Time Regulations 1998, s288 Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 9 Part time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 41 Transnational Information and Consultation of Employees Regulations 1999, Paragraph 2(2), Schedule 4 Employment Equality (Religion or Belief) Regulations 2003, Paragraph 2(2), Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003, Regulation 40 Information and Consultation of Employees Regulations 2004, Paragraph 2 of Schedule
5
of the Employment Equality (Age) Regulations 2006, Paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 and s147 Equality Act 2010 (collectively "the Employment Legislation") have been satisfied.
|
(b)
|
The Executive is aware of his rights under the Employment Rights Act 1996, the Equal Pay Act 1970, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation) Act 1992,the Disability Discrimination Act 1995
,
the Human Rights Act
1998,
the Working T
i
me Regulations 1998, the National Minimum Wage Act 1998, the Employment Relations Act 1999, Part VII Transnational Information and Consultation of Employees Regulations 1999, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed-Term Employees
(
Prevention of Less Favourable Treatment) Regulations 2002, Regulation 28 (detriment relating to paternity or adoption leave) of the Paternity and Adoption Leave Regulations 2002, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003, Part VIII Information and Consultation of Employees Regulations 2004.the Employment Equality (Age) Regulations 2006, the
|
10.
|
POST-TERMINATION RESTRAINTS
|
11.
|
RETURN OF COMPANY PROPERTY
|
(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.
|
15.
|
TAX INDEMNJTY
|
16.
|
ENTIREAGREEMENT
|
17.
|
THIRD PARTY RIGHTS
|
18.
|
APPLICABLE LAW
|
1
|
Comply with UK and Singapore tax obligations;
|
2
|
Reimburse the Company via payroll in the event of UK or Singapore tax/ social security refunds/ overpayments relating to the assignment;
|
3
|
Reimburse Aspen within 30 days if you are no longer employed by the Company in the event of UK or Singapore tax/ social security refunds/ overpayments relating to the assignment.
|
4
|
Accept that Aspen is entitled to ownership of all foreign tax credits related to the international assignment, and that the credits may be set-off against tax liabilities before, during and after the assignment.
|
5
|
Cooperate fully with and provide all requested information to our tax advisers in connection with tax return preparation and other obligations.
|
1
|
A tax interview on your exit from Singapore will be provided by PricewaterhouseCoopers (PwC) who are our preferred suppliers.
|
2
|
A tax interview on your arrival in and departure from the UK will also be provided by PwC.
|
3
|
To ensure compliance with Singapore and UK tax and Social Security regulations and as a condition of your overseas assignment, you are also required to use the services of PwC to prepare your Singapore and UK tax returns for the tax years where services are performed and remuneration received applicable to your assignment. The cost of this service is covered by the Company. Note that any interest, penalties or additional professional fees attributable to insufficient or untimely provision of information to PwC will be for your own account.
|
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
|
Golden State Crop and Insurance Services, Inc.
|
California
|
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
|
AG Logic Acquisition, LLC
|
North Carolina
|
Aspen Specialty Insurance Company
|
North Dakota
|
Crop Insurance Services, Inc.
|
Oregon
|
Aspen American Insurance Company
|
Texas
|
AG Logic Holdings, LLC
|
Texas
|
AgriLogic Insurance Services, LLC
|
Texas
|
AgriLogic Consulting, LLC
|
Texas
|
Aspen Singapore Pte. Ltd.
|
Singapore
|
Blue Waters Insurers, Corp.
|
Puerto Rico
|
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 22, 2017
|
|
|
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 22, 2017
|
|
|
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 22, 2017
|
||||
|
|
|
|||
|
By:
|
|
/s/ Christopher O’Kane
|
||
|
|
|
Name:
|
|
Christopher O’Kane
|
|
|
|
Title:
|
|
Chief Executive Officer
|
|
|
||||
|
Date: February 22, 2017
|
||||
|
|
|
|||
|
By:
|
|
/s/ Scott Kirk
|
||
|
|
|
Name:
|
|
Scott Kirk
|
|
|
|
Title:
|
|
Chief Financial Officer
|