GREENLIGHT CAPITAL RE, LTD. (Form: 10-Q, Received: 07/30/2012 16:46:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2012



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to

Commission file number 001-33493

____________________________________________________________________________________

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in its charter)

____________________________________________________________________________________



CAYMAN ISLANDS	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
65 MARKET STREET SUITE 1207, CAMANA BAY P.O. BOX 31110 GRAND CAYMAN CAYMAN ISLANDS	KY1-1205
(Address of principal executive offices)	(Zip code)

(345) 943-4573

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x

Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x



Class A Ordinary Shares, $0.10 par value	30,423,704
Class B Ordinary Shares, $0.10 par value	6,254,949
(Class)	(Outstanding as of July 27, 2012)

GREENLIGHT CAPITAL RE, LTD.

TABLE OF CONTENTS



		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011	3
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	4
	Condensed Consolidated Statements of Shareholders' Equity for the Six Months Ended June 30, 2012 and 2011 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	43
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44
SIGNATURES		46

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PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2012 and December 31, 2011

(expressed in thousands of U.S. dollars, except per share and share amounts)



	June 30, 2012		December 31, 2011
	(unaudited)		(audited)
Assets
Investments
Debt instruments, trading, at fair value	$	9,088	$	10,639
Equity securities, trading, at fair value	1,058,729		890,822
Other investments, at fair value	138,513		128,685
Total investments	1,206,330		1,030,146
Cash and cash equivalents	11,262		42,284
Restricted cash and cash equivalents	922,889		957,462
Financial contracts receivable, at fair value	23,972		23,673
Reinsurance balances receivable	179,958		141,278
Loss and loss adjustment expenses recoverable	36,911		29,758
Deferred acquisition costs, net	60,321		68,725
Unearned premiums ceded	11,929		27,233
Notes receivable	19,082		17,437
Other assets	4,755		5,492
Total assets	$	2,477,409	$	2,343,488
Liabilities and equity
Liabilities
Securities sold, not yet purchased, at fair value	$	663,542	$	683,816
Financial contracts payable, at fair value	12,972		6,324
Due to prime brokers	365,007		260,359
Loss and loss adjustment expense reserves	294,647		241,279
Unearned premium reserves	208,766		225,735
Reinsurance balances payable	37,947		32,192
Funds withheld	33,185		38,031
Other liabilities	7,777		10,054
Performance compensation payable to related party	7,870		—
Total liabilities	1,631,713		1,497,790
Equity
Preferred share capital (par value $0.10; authorized, 50,000,000; none issued)	—		—
Ordinary share capital (Class A: par value $0.10; authorized, 100,000,000; issued and outstanding, 30,423,704 (2011: 30,283,200): Class B: par value $0.10; authorized, 25,000,000; issued and outstanding, 6,254,949 (2011: 6,254,949))	3,668		3,654
Additional paid-in capital	490,215		488,478
Retained earnings	340,035		310,971
Shareholders’ equity attributable to shareholders	833,918		803,103
Non-controlling interest in joint venture	11,778		42,595
Total equity	845,696		845,698
Total liabilities and equity	$	2,477,409	$	2,343,488

The accompanying Notes to the Condensed Consolidated Financial Statements are an

integral part of the Condensed Consolidated Financial Statements.

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GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

For the three and six months ended June 30, 2012 and 2011

(expressed in thousands of U.S. dollars, except per share and share amounts)



	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
Revenues
Gross premiums written	$	83,986		$	113,266		$	236,206		$	214,005
Gross premiums ceded	4,602			(17,183		)	(6,393		)	(20,659		)
Net premiums written	88,588			96,083			229,813			193,346
Change in net unearned premium reserves	41,426			11,068			1,789			18,962
Net premiums earned	130,014			107,151			231,602			212,308
Net investment income (loss)	(36,896		)	(19,469		)	34,711			(55,645		)
Other income (expense), net	(236		)	(86		)	(448		)	(347		)
Total revenues	92,882			87,596			265,865			156,316
Expenses
Loss and loss adjustment expenses incurred, net	87,337			56,870			150,644			122,595
Acquisition costs, net	37,905			42,824			73,930			84,945
General and administrative expenses	4,359			4,336			8,982			9,335
Total expenses	129,601			104,030			233,556			216,875
Income (loss) before income tax expense	(36,719		)	(16,434		)	32,309			(60,559		)
Income tax benefit (expense)	201			(40		)	(62		)	(41		)
Net income (loss) including non-controlling interest	(36,518		)	(16,474		)	32,247			(60,600		)
(Income) loss attributable to non-controlling interest in joint venture	449			513			(3,183		)	1,649
Net income (loss)	$	(36,069	)	$	(15,961	)	$	29,064		$	(58,951	)
Earnings (loss) per share
Basic	$	(0.98	)	$	(0.44	)	$	0.80		$	(1.63	)
Diluted	$	(0.98	)	$	(0.44	)	$	0.78		$	(1.63	)
Weighted average number of ordinary shares used in the determination of earnings (loss) per share
Basic	36,660,267			36,153,743			36,605,610			36,153,743
Diluted	36,660,267			36,153,743			37,338,484			36,153,743

The accompanying Notes to the Condensed Consolidated Financial Statements are an

integral part of the Condensed Consolidated Financial Statements.

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GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

For the six months ended June 30, 2012 and 2011

(expressed in thousands of U.S. dollars)



	Ordinary share capital		Additional paid-in capital		Retained earnings			Shareholders' Equity Attributable to Shareholders			Non-controlling interest in joint venture			Total Equity
Balance at December 31, 2010	$	3,646	$	485,555	$	304,202		$	793,403		$	45,758		$	839,161
Issue of Class A ordinary shares, net of forfeitures	12		—		—			12			—			12
Share-based compensation expense, net of forfeitures	—		2,012		—			2,012			—			2,012
Non-controlling interest withdrawal from joint venture, net	—		—		—			—			(10,400		)	(10,400		)
Income (loss) attributable to non-controlling interest in joint venture	—		—		—			—			(1,649		)	(1,649		)
Net income (loss)	—		—		(58,951		)	(58,951		)	—			(58,951		)
Balance at June 30, 2011	$	3,658	$	487,567	$	245,251		$	736,476		$	33,709		$	770,185

Balance at December 31, 2011	$	3,654	$	488,478	$	310,971		$	803,103		$	42,595		$	845,698
Issue of Class A ordinary shares, net of forfeitures	14		—		—			14			—			14
Share-based compensation expense, net of forfeitures	—		1,737		—			1,737			—			1,737
Non-controlling interest withdrawal from joint venture, net	—		—		—			—			(34,000		)	(34,000		)
Income (loss) attributable to non-controlling interest in joint venture	—		—		—			—			3,183			3,183
Net income (loss)	—		—		29,064			29,064			—			29,064
Balance at June 30, 2012	$	3,668	$	490,215	$	340,035		$	833,918		$	11,778		$	845,696

The accompanying Notes to the Condensed Consolidated Financial Statements are an

integral part of the Condensed Consolidated Financial Statements.

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GREENLIGHT CAPITAL RE, LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the six months ended June 30, 2012 and 2011

(expressed in thousands of U.S. dollars)



	Six months ended June 30,
	2012		2011
Cash provided by (used in) operating activities
Net income (loss)	29,064		(58,951	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Net change in unrealized gains and losses on investments and financial contracts	(62,309	)	92,833
Net realized (gains) losses on investments and financial contracts	5,513		(57,394	)
Foreign exchange (gains) losses on restricted cash and cash equivalents	1,208		7,630
Income (loss) attributable to non-controlling interest in joint venture	3,183		(1,649	)
Share-based compensation expense, net of forfeitures	1,751		2,024
Depreciation expense	125		112
Net change in
Reinsurance balances receivable	(38,680	)	(8,862	)
Loss and loss adjustment expenses recoverable	(7,153	)	(3,260	)
Deferred acquisition costs, net	8,404		6,764
Unearned premiums ceded	15,304		(10,735	)
Other assets	612		(1,590	)
Loss and loss adjustment expense reserves	53,368		32,151
Unearned premium reserves	(16,969	)	(8,068	)
Reinsurance balances payable	5,755		7,988
Funds withheld	(4,846	)	4,364
Other liabilities	(2,277	)	(1,413	)
Performance compensation payable to related party	7,870		—
Net cash (used in) provided by operating activities	(77	)	1,944
Investing activities
Purchases of investments and financial contracts	(809,588	)	(800,629	)
Sales of investments and financial contracts	676,275		727,485
Change in due to prime brokers	104,648		36,421
Change in restricted cash and cash equivalents, net	33,365		13,000
Change in notes receivable, net	(1,645	)	(3,750	)
Non-controlling interest withdrawal from joint venture	(34,000	)	(10,400	)
Net cash used in investing activities	(30,945	)	(37,873	)
Net decrease in cash and cash equivalents	(31,022	)	(35,929	)
Cash and cash equivalents at beginning of the period	42,284		45,540
Cash and cash equivalents at end of the period	11,262		9,611
Supplementary information
Interest paid in cash	13,796		9,203
Interest received in cash	498		876
Income tax paid in cash	—		144

The accompanying Notes to the Condensed Consolidated Financial Statements are an

integral part of the Condensed Consolidated Financial Statements.

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GREENLIGHT CAPITAL RE, LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2012

1. ORGANIZATION AND BASIS OF PRESENTATION

Greenlight Capital Re, Ltd. (‘‘GLRE”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. GLRE’s principal wholly-owned subsidiary, Greenlight Reinsurance, Ltd. (‘‘Greenlight Re”), provides global specialty property and casualty reinsurance. Greenlight Re has an unrestricted Class ‘‘B” insurance license under Section 4(2) of the Cayman Islands Insurance Law. Greenlight Re commenced underwriting in April 2006. Effective May 30, 2007, GLRE completed an initial public offering of 11,787,500 Class A ordinary shares at $19.00 per share. Concurrently, 2,631,579 Class B ordinary shares of GLRE were sold at $19.00 per share in a private placement offering. During 2008, Verdant Holding Company, Ltd. (‘‘Verdant”), a wholly owned subsidiary of GLRE, was incorporated in the state of Delaware. During 2010, GLRE established Greenlight Reinsurance Ireland, Ltd. ("GRIL"), a wholly-owned reinsurance subsidiary based in Dublin, Ireland. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America. As used herein, the ‘‘Company” refers collectively to GLRE and its subsidiaries.

The Class A ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol ‘‘GLRE”.

These unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2011 . In the opinion of management, these unaudited condensed consolidated financial statements reflect all of the normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations as of the dates and for the periods presented.

The results for the six months ended June 30, 2012 are not necessarily indicative of the results expected for the full calendar year.

2. SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the period. Actual results could differ from these estimates.

Restricted Cash and Cash Equivalents

The Company is required to maintain certain cash in segregated accounts with prime brokers and derivative counterparties. The amount of restricted cash held by prime brokers is primarily used to support the liability created from securities sold, not yet purchased, and for collateralizing the letters of credit issued under certain letter of credit facilities (see Notes 4 and 8). The amount of cash encumbered varies depending on the market value of the securities sold, not yet purchased, and letters of credit issued. In addition, derivative counterparties require cash collateral to support the current value of any amounts that may be due to the counterparty based on the value of the underlying financial instrument.

Deferred Acquisition Costs

Policy acquisition costs, such as commission and brokerage costs, relate directly to, and vary with, the writing of reinsurance contracts. Acquisition costs relating solely to bound contracts are deferred subject to ultimate recoverability and are amortized over the related contract term. The Company evaluates the recoverability of deferred acquisition costs by determining if the sum of future earned premiums and anticipated investment income is greater than the expected future claims

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and expenses. If a loss is probable on the unexpired portion of policies in force, a premium deficiency loss is recognized. At June 30, 2012 and December 31, 2011 , the deferred acquisition costs were considered fully recoverable and no premium deficiency loss was recorded.

Acquisition costs also include profit commissions which are expensed when incurred. Profit commissions are calculated and accrued based on the expected loss experience for contracts and recorded when the current loss estimate indicates that a profit commission is probable under the contract terms. As of June 30, 2012 , $9.1 million ( December 31, 2011 : $10.1 million ) of profit commission reserves were included in reinsurance balances payable on the condensed consolidated balance sheets. For the three and six months ended June 30, 2012 , $0.3 million and $0.3 million ( 2011 : $2.2 million and $2.6 million ) of net profit commission expenses were included in acquisition costs, respectively, on the condensed consolidated statements of income.

Loss and Loss Adjustment Expense Reserves and Recoverable

The Company establishes reserves for contracts based on estimates of the ultimate cost of all losses including losses incurred but not reported ("IBNR"). These estimated ultimate reserves are based on the Company’s own actuarial estimates derived from reports received from ceding companies, industry data and historical experience. These estimates are reviewed by the Company periodically on a contract by contract basis and adjusted as necessary. Since reserves are estimates, the final settlement of losses may vary from the reserves established and any adjustments to the estimates, which may be material, are recorded in the period they are determined.

Loss and loss adjustment expenses recoverable include the amounts due from retrocessionaires for paid and unpaid loss and loss adjustment expenses on retrocession agreements. Ceded losses incurred but not reported are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may not be able to ultimately recover the loss and loss adjustment expense recoverable amounts due to the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and records provisions for uncollectible reinsurance expenses recoverable when recovery is no longer probable.

Notes Receivable

Notes receivable include promissory notes receivable from third party entities. These notes are recorded at cost along with accrued interest, if any, which approximates the fair value. The Company regularly reviews all notes receivable individually for impairment and records provisions for uncollectible and non-performing notes. The Company places notes on non-accrual status when the value of the note is not considered impaired but there is uncertainty as to the collection of interest based on the terms of the note. The Company resumes accrual of interest on a note when none of the principal or interest remains past due or outstanding, and the Company expects to collect the remaining contractual principal and interest. Interest collected on notes that are placed on non-accrual status is treated on a cash-basis and recorded as interest income when collected, provided that the recorded value of the note is deemed to be fully collectible. Where doubt exists as to the collectability of the remaining recorded value of the notes placed on non-accrual status, any payments received are applied to reduce the recorded value of the notes. At June 30, 2012 and December 31, 2011 , no interest was received relating to the notes placed on non-accrual status.

For the six months ended June 30, 2012 , the notes earned interest at annual interest rates ranging from 6.0% to 15.0% and had maturity terms ranging from approximately 2 years to 7 years . At June 30, 2012 , included in the notes receivable balance was $16.5 million ( December 31, 2011 : $16.5 million ), related to notes placed on non-accrual status based on expectations of the Company’s ability to collect any further interest that would accrue up to maturity. At June 30, 2012 , included in the notes receivable balance was $2.0 million of accrued interest ( December 31, 2011 : $2.0 million ).

Based on management’s assessment, the recorded values of the notes at June 30, 2012 and December 31, 2011 , were expected to be fully collectible and therefore no provision for uncollectible amounts was deemed necessary at June 30, 2012 and December 31, 2011 . Interest income earned on notes receivable is included under net investment income in the condensed consolidated statements of income.

Deposit Assets and Liabilities

In accordance with U.S. GAAP, deposit accounting is used in the event that a reinsurance contract does not transfer sufficient risk, or a contract provides retroactive reinsurance. Any losses on such contracts are charged to earnings immediately. Any gains relating to such contracts are deferred and amortized over the estimated remaining settlement period. All such deferred gains are included in reinsurance balances payable in the condensed consolidated balance sheets. Amortized gains are recorded in the condensed consolidated statements of income as other income. At June 30, 2012 , included in the condensed

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consolidated balance sheets under reinsurance balances receivable and reinsurance balances payable were $5.2 million and $1.2 million of deposit assets and deposit liabilities ( December 31, 2011 : $4.7 million and $1.1 million ), respectively. For the three and six months ended June 30, 2012 , $0.2 million and $0.4 million was included in other income (expense), net, relating to losses on deposit accounted contracts ( 2011 : $0.2 million and $0.5 million ), respectively. There was no gain on deposit accounted contracts recorded for the three and six months ended June 30, 2012 and 2011 .

Fixed Assets

Fixed assets are included in other assets on the condensed consolidated balance sheets and are recorded at cost. Fixed assets are comprised of computer software, furniture and fixtures and leasehold improvements and are depreciated, using the straight-line method, over their estimated useful lives, which are five years for both computer software, and furniture and fixtures. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or remaining lease term.

At June 30, 2012 , the cost, accumulated depreciation and net book values of the fixed assets were as follows:



	Cost		Accumulated depreciation			Net book value
	($ in thousands)
Computer software	$	200	$	(200	)	$	—
Furniture and fixtures	451		(187		)	264
Leasehold improvements	1,487		(412		)	1,075
Total	$	2,138	$	(799	)	$	1,339

At December 31, 2011 , the cost, accumulated depreciation and net book values of the fixed assets were as follows:



	Cost		Accumulated depreciation			Net book value
	($ in thousands)
Computer software	$	200	$	(200	)	$	—
Furniture and fixtures	451		(142		)	309
Leasehold improvements	1,487		(332		)	1,155
Total	$	2,138	$	(674	)	$	1,464

The Company periodically reviews fixed assets that have finite lives, and that are not held for sale, for impairment by comparing the carrying value of the assets to their estimated future undiscounted cash flows. For the six months ended June 30, 2012 and the year ended December 31, 2011 , there were no impairments in fixed assets.

Financial Instruments

Investments in Securities and Investments in Securities Sold, Not Yet Purchased

The Company’s investments in debt instruments and equity securities that are classified as “trading securities” are carried at fair value. The fair values of the listed equity investments are derived based on quoted prices (unadjusted) in active markets for identical assets (Level 1 inputs). The fair values of listed equities that have restrictions on sale or transfer which expire within one year, are determined by adjusting the observed market price of the equity using a liquidity discount based on observable market inputs. The fair values of debt instruments are derived based on inputs that are observable, either directly or indirectly, such as market maker or broker quotes reflecting recent transactions (Level 2 inputs), and are generally derived based on the average of multiple market maker or broker quotes which are considered to be binding. Where quotes are not available, debt instruments are valued using cash flow models using assumptions and estimates that may be subjective and non-observable (Level 3 inputs).

The Company’s “other investments” may include investments in private and unlisted equity securities, limited partnerships, and commodities, which are all carried at fair value. The fair values of commodities are determined based on quoted prices in active markets for identical assets (Level 1). The Company maximizes the use of observable direct or indirect inputs (Level 2 inputs) when deriving the fair values for “other investments”. For limited partnerships and private and unlisted equity securities, where observable inputs are not available, the fair values are derived based on unobservable inputs (Level 3

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inputs) such as management’s assumptions developed from available information using the services of the investment advisor, including the most recent net asset values obtained from the funds’ managers.

For securities classified as “trading securities”, and “other investments”, any realized and unrealized gains or losses are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate) and included in net investment income in the condensed consolidated statements of income.

Dividend income and expense are recorded on the ex-dividend date. The ex-dividend date is the date as of when the underlying security must have been traded to be eligible for the dividend declared. Interest income and interest expense are recorded on an accrual basis.

Derivative Financial Instruments

U.S. GAAP requires that an entity recognize all derivatives in the balance sheet at fair value. It also requires that unrealized gains and losses resulting from changes in fair value be included in income or comprehensive income, depending on whether the instrument qualifies as a hedge transaction, and if so, the type of hedge transaction. The Company’s derivative financial instrument assets are included in financial contracts receivable. Derivative financial instrument liabilities are generally included in financial contracts payable. The Company's derivatives do not qualify as hedges for financial reporting purposes.

Financial Contracts

The Company enters into financial contracts with counterparties as part of its investment strategy. Financial contracts which include total return swaps, credit default swaps (“CDS”), futures, options, currency forwards and other derivative instruments are recorded at their fair value with any unrealized gains and losses included in net investment income in the condensed consolidated statements of income. Financial contracts receivable represents derivative contracts whereby the Company is entitled to receive payments upon settlement of the contract. Financial contracts payable represents derivative contracts whereby the Company is obligated to make payments upon settlement of the contract.

Total return swap agreements, included on the condensed consolidated balance sheets as financial contracts receivable and financial contracts payable, are derivative financial instruments whereby the Company is either entitled to receive or obligated to pay the product of a notional amount multiplied by the movement in an underlying security, which the Company does not own, over a specified time frame. In addition, the Company may also be obligated to pay or receive other payments based on interest rates, dividend payments and receipts, or foreign exchange movements during a specified period. The Company measures its rights or obligations to the counterparty based on the fair value movements of the underlying security together with any other payments due. These contracts are carried at fair value, based on observable inputs (Level 2 inputs) with the resultant unrealized gains and losses reflected in net investment income in the condensed consolidated statements of income. Additionally, any changes in the value of amounts received or paid on swap contracts are reported as a gain or loss in net investment income in the condensed consolidated statements of income.

Financial contracts may also include exchange traded futures or options contracts that are based on the movement of a particular index, commodity, currency or interest rate. Where such contracts are traded in an active market, the Company’s obligations or rights on these contracts are recorded at fair value measured based on the observable quoted prices of the same or similar financial contract in an active market (Level 1) or on broker quotes which reflect market information based on actual transactions (Level 2). Amounts invested in exchange traded and over the counter (“OTC”) call and put options are recorded as an asset or liability at inception. Subsequent to initial recognition, unexpired exchange traded option contracts are recorded at fair value based on quoted prices in active markets (Level 1 inputs). For OTC options or exchange traded options where a quoted price in an active market is not available, fair values are derived based upon observable inputs (Level 2 inputs) such as multiple market maker quotes, which are considered to be binding.

The Company purchases and sells CDS for the purposes of either managing its exposure to certain investments, or for other strategic investment purposes. A CDS is a derivative instrument that provides protection against an investment loss due to specified credit or default events of a reference entity. The seller of a CDS guarantees to pay the buyer a specified amount if the reference entity defaults on its obligations or fails to perform. The buyer of a CDS pays a premium over time to the seller in exchange for obtaining this protection. A CDS trading in an active market is valued at fair value based on broker or market maker quotes for identical instruments in an active market (Level 2) or based on the current credit spreads on identical contracts (Level 2).

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Comprehensive Income (Loss)

The Company has no other comprehensive income (loss), other than the net income (loss) disclosed in the condensed consolidated statements of income.

Earnings (Loss) Per Share

Basic earnings (loss) per share are based on the weighted average number of common shares and participating securities outstanding during the period. Diluted earnings (loss) per share include the dilutive effect of additional potential common shares issuable when stock options are exercised and are determined using the treasury stock method. U.S. GAAP requires that unvested stock awards which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid (referred to as ‘‘participating securities”), be included in the number of shares outstanding for both basic and diluted earnings per share calculations. The Company treats its unvested restricted stock as participating securities. In the event of a net loss, all stock options outstanding and all participating securities are excluded from the calculation of both basic and diluted loss per share since their inclusion would be anti-dilutive.



	Three months ended June 30,		Six months ended June 30,
	2012	2011	2012	2011
Weighted average shares outstanding - basic	36,660,267	36,153,743	36,605,610	36,153,743
Effect of dilutive service provider share-based awards	—	—	148,971	—
Effect of dilutive employee and director share-based awards	—	—	583,903	—
Weighted average share outstanding - diluted	36,660,267	36,153,743	37,338,484	36,153,743
Anti-dilutive stock options outstanding	180,000	240,000	180,000	240,000
Participating securities excluded from calculation of loss per share	307,931	422,073	—	422,073

Taxation

Under current Cayman Islands law, no corporate entity, including the Company, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Law, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes tax on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to the Company or its operations, or to the Class A or Class B ordinary shares or related obligations, until February 1, 2025.

Verdant is incorporated in Delaware, and therefore, is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the U.S. Internal Revenue Service. Verdant’s taxable income is generally expected to be taxed at a rate of 35% .

GRIL is incorporated in Ireland and therefore is subject to the Irish corporation tax rate of 12.5% on its trading income, and 25% on its non-trading income, if any.

Any deferred tax asset is evaluated for recovery and a valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be realized in the future. The Company has not taken any income tax positions that are subject to significant uncertainty or that are reasonably likely to have a material impact on the Company.

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update No. 2011-04 ("ASU 2011-04"), Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS"). ASU 2011-04 explains how to measure fair value, but does not require additional fair value measurements and is not intended to establish valuation standards. ASU 2011-04 became effective for the Company during the three months ended March 31, 2012. The adoption of ASU 2011-04 did not have a material impact on the Company's results of operations, financial position or disclosures.

In October 2010, the FASB issued Accounting Standards Update No. 2010-26 (“ASU 2010-26”), Financial Services –

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Insurance (Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts. ASU 2010-26 modifies the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts. ASU 2010-26 became effective for the Company during the three months ended March 31, 2012 and was applied prospectively upon adoption. The adoption of ASU 2010-26 did not have a material impact on the Company’s results of operations or financial position.

Reclassifications

Certain prior period balances have been reclassified to conform to the current period presentation. The reclassifications resulted in no changes to net income (loss) or retained earnings for any of the periods presented.

3. FINANCIAL INSTRUMENTS

In the normal course of its business, the Company purchases and sells various financial instruments which include listed and unlisted equities, corporate and sovereign debt, commodities, futures, put and call options, currency forwards, other derivatives and similar instruments sold, not yet purchased.

Fair Value Hierarchy

The Company’s financial instruments are carried at fair value, and the net unrealized gains or losses are included in net investment income in the condensed consolidated statements of income.

The following table presents the Company’s investments, categorized by the level of the fair value hierarchy as of June 30, 2012 :



	Fair Value Measurements as of June 30, 2012
Description	Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)		Total
Assets:	($ in thousands)
Debt instruments	$	—		$	8,745		$	343	$	9,088
Listed equity securities	1,057,800			929			—		1,058,729
Commodities	99,708			—			—		99,708
Private and unlisted equity securities	—			—			38,805		38,805
Financial contracts receivable	3,688			20,270			14		23,972
	$	1,161,196		$	29,944		$	39,162	$	1,230,302
Liabilities:
Listed equity securities, sold not yet purchased	$	(556,993	)	$	—		$	—	$	(556,993	)
Debt instruments, sold not yet purchased	—			(106,549		)	—		(106,549		)
Financial contracts payable	(952		)	(12,020		)	—		(12,972		)
	$	(557,945	)	$	(118,569	)	$	—	$	(676,514	)

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The following table presents the Company’s investments, categorized by the level of the fair value hierarchy as of December 31, 2011 :



	Fair Value Measurements as of December 31, 2011
Description	Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)			Significant unobservable inputs (Level 3)		Total
Assets:	($ in thousands)
Debt instruments	$	—		$	10,174		$	465	$	10,639
Listed equity securities	866,069			24,753			—		890,822
Commodities	97,506			—			—		97,506
Private and unlisted equity securities	—			—			31,179		31,179
Financial contracts receivable	881			22,529			263		23,673
	$	964,456		$	57,456		$	31,907	$	1,053,819
Liabilities:
Listed equity securities, sold not yet purchased	$	(539,197	)	$	—		$	—	$	(539,197	)
Debt instruments, sold not yet purchased	—			(144,619		)	—		(144,619		)
Financial contracts payable	(1,070		)	(5,254		)	—		(6,324		)
	$	(540,267	)	$	(149,873	)	$	—	$	(690,140	)

The following table presents the reconciliation of the balances for all investments measured at fair value using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2012 :



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Three months ended June 30, 2012												Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Six months ended June 30, 2012
	Debt instruments			Private and unlisted equity securities			Financial contracts receivable			Total			Debt instruments			Private and unlisted equity securities			Financial contracts receivable			Total
	($ in thousands)												($ in thousands)
Beginning balance	$	418		$	35,758		$	125		$	36,301		$	465		$	31,178		$	263		$	31,906
Purchases	—			3,541			—			3,541			—			6,912			—			6,912
Sales	—			(306		)	—			(306		)	(1		)	(492		)	—			(493		)
Issuances	—			—			—			—			—			—			—			—
Settlements	—			—			—			—			—			—			—			—
Total realized and unrealized gains (losses) and amortization included in earnings, net	(75		)	960			(111		)	774			(121		)	2,355			(249		)	1,985
Transfers into Level 3	—			—			—			—			—			—			—			—
Transfers out of Level 3	—			(1,148		)	—			(1,148		)	—			(1,148		)	—			(1,148		)
Ending balance	$	343		$	38,805		$	14		$	39,162		$	343		$	38,805		$	14		$	39,162

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	Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Three months ended June 30, 2011									Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Six months ended June 30, 2011
	Debt instruments			Private and unlisted equity securities			Total			Debt instruments			Private and unlisted equity securities			Financial contracts receivable			Total
	($ in thousands)									($ in thousands)
Beginning balance	$	838		$	37,601		$	38,439		$	3,245		$	42,947		$	214		$	46,406
Purchases	—			1,914			1,914			—			4,599			—			4,599
Sales	(4		)	(417		)	(421		)	(2,401		)	(1,365		)	—			(3,766		)
Issuances	—			—			—			—			—			—			—
Settlements	—			—			—			—			—			—			—
Total realized and unrealized gains (losses) and amortization included in earnings, net	(41		)	813			772			(51		)	3,392			(214		)	3,127
Transfers into Level 3	—			—			—			—			—			—			—
Transfers out of Level 3	—			—			—			—			(9,662		)	—			(9,662		)
Ending balance	$	793		$	39,911		$	40,704		$	793		$	39,911		$	—		$	40,704

During the three and six months ended June 30, 2012 , $1.1 million of securities, at fair value based on the date of transfer, were transferred from Level 3 to Level 2, as these securities started actively trading on a listed exchange during the second quarter of 2012. However, due to lock-up period restrictions on these securities, a liquidity discount was used in determining their fair value at June 30, 2012, and therefore classified as Level 2.

Additionally, during the three and six months ended June 30, 2012 , $29.4 million of securities, at fair value based on the date of transfer, were transferred from Level 2 to Level 1 as the lock-up period on those securities expired. There were no other transfers between Level 1, Level 2 or Level 3 during the three and six months ended June 30, 2012 .

During the six months ended June 30, 2011 , $9.7 million of securities, at fair value based on the date of transfer, were transferred from Level 3 to Level 1, as these securities started actively trading on listed exchanges during the first quarter of 2011 . There were no other transfers between Level 1, Level 2 or Level 3 during the three and six months ended June 30, 2011 .

For the three and six months ended June 30, 2012 , realized gains of $0.1 million and $0.2 million , respectively, ( 2011 : $0 and $0 , respectively) and change in unrealized gains of $0.8 million and $2.0 million ( 2011 : $0.8 million and $3.3 million ) on securities held at the reporting date and valued using unobservable inputs are included in net investment income in the condensed consolidated statements of income. In addition, for the three and six months ended June 30, 2012 , amortization expense of $0.1 million and $0.2 million ( 2011 : $0 and $0.2 million ) relating to financial contracts receivable valued using unobservable inputs, was included in other income (expense), net.

Investments

Debt instruments, trading

At June 30, 2012 , the following investments were included in debt instruments:

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2012	Cost/ amortized cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Corporate debt – U.S.	$	5,036	$	120	$	(1,904	)	$	3,252
Corporate debt – Non U.S.	3,031		587		(59		)	3,559
Sovereign debt – Non U.S.	$	2,113	$	164	$	—		2,277
Total debt instruments	$	10,180	$	871	$	(1,963	)	$	9,088

At December 31, 2011 , the following investments were included in debt instruments:



2011	Cost/ amortized cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Corporate debt – U.S.	$	4,064	$	49	$	(1,685	)	$	2,428
Corporate debt – Non U.S.	5,010		435		—			5,445
Sovereign debt – Non U.S.	2,481		285		—			2,766
Total debt instruments	$	11,555	$	769	$	(1,685	)	$	10,639

The maturity distribution for debt instruments held at June 30, 2012 was as follows:



	Cost/ amortized cost		Fair value
	($ in thousands)
Within one year	$	—	$	—
From one to five years	548		691
From five to ten years	6,136		6,806
More than ten years	3,496		1,591
	$	10,180	$	9,088

Investment in Equity Securities, Trading

At June 30, 2012 , the following long positions were included in investment securities, trading:



2012	Cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Equities – listed	$	972,732	$	139,600	$	(90,420	)	$	1,021,912
Exchange traded funds	38,818		—		(2,001		)	36,817
	$	1,011,550	$	139,600	$	(92,421	)	$	1,058,729

At December 31, 2011 , the following long positions were included in investment securities, trading:



2011	Cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Equities – listed	$	827,435	$	78,947	$	(75,593	)	$	830,789
Exchange traded funds	57,011		6,037		(3,015		)	60,033
	$	884,446	$	84,984	$	(78,608	)	$	890,822

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Other Investments

“Other investments” include commodities and private and unlisted equity securities. As of June 30, 2012 and December 31, 2011 , commodities were comprised of gold bullion.

At June 30, 2012 , the following securities were included in other investments:



2012	Cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Commodities	$	65,365	$	34,343	$	—		$	99,708
Private and unlisted equity securities	37,642		3,193		(2,030		)	38,805
	$	103,007	$	37,536	$	(2,030	)	$	138,513

At December 31, 2011 , the following securities were included in other investments:



2011	Cost		Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Commodities	$	65,365	$	32,141	$	—		$	97,506
Private and unlisted equity securities	32,157		2,146		(3,124		)	31,179
	$	97,522	$	34,287	$	(3,124	)	$	128,685

As of June 30, 2012 , included in private and unlisted equity securities are investments in private equity funds with a fair value of $19.3 million ( December 31, 2011 : $12.8 million ) determined based on unadjusted net asset values reported by the funds' managers as of periods prior to June 30, 2012 . The private equity funds have varying lock-up periods and as of June 30, 2012 one hundred percent of the funds were not redeemable due to restrictions, and therefore have been categorized within Level 3 of the fair value hierarchy. As of June 30, 2012 , the Company had $12.1 million ( December 31, 2011 : $18.4 million ) of unfunded commitments relating to private equity funds whose fair values are determined based on unadjusted net asset values reported by the funds' managers. These commitments are included in the amounts presented in the schedule of commitments and contingencies in Note 8 of these condensed consolidated financial statements.

Investments in Securities Sold, Not Yet Purchased

At June 30, 2012 , the following securities were included in investments in securities sold, not yet purchased:



2012	Proceeds			Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Equities – listed	$	(634,172	)	$	139,564	$	(62,385	)	$	(556,993	)
Corporate debt – U.S	(1,870		)	72		—			(1,798		)
Sovereign debt – Non U.S	(112,620		)	7,869		—			(104,751		)
	$	(748,662	)	$	147,505	$	(62,385	)	$	(663,542	)

At December 31, 2011 , the following securities were included in investments in securities sold, not yet purchased:



2011	Proceeds			Unrealized gains		Unrealized losses			Fair value
	($ in thousands)
Equities – listed	$	(583,078	)	$	98,726	$	(54,845	)	$	(539,197	)
Corporate debt – U.S	(1,870		)	11		—			(1,859		)
Sovereign debt – Non U.S	(153,828		)	11,068		—			(142,760		)
	$	(738,776	)	$	109,805	$	(54,845	)	$	(683,816	)

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Financial Contracts

As of June 30, 2012 and December 31, 2011 , the Company had entered into total return swaps, CDS, options, futures and interest rate options contracts with various financial institutions to meet certain investment objectives. Under the terms of each of these financial contracts, the Company is either entitled to receive or is obligated to make payments which are based on the product of a formula contained within the contract that includes the change in the fair value of the underlying or reference security. In addition, as of June 30, 2012 and December 31, 2011 , the Company had entered into a non-exchange traded weather derivative swap contract to manage its overall risk exposure to earthquake losses, under which the Company is entitled to receive a payment upon the occurrence of certain specified earthquake events in the U.S.

At June 30, 2012 , the fair values of financial contracts outstanding were as follows:



Financial Contracts	Listing currency	Notional amount of underlying instruments	Fair value of net assets (obligations) on financial contracts
		($ in thousands)
Financial contracts receivable
Interest rate options	USD	2,638,753	$	633
Credit default swaps, purchased – corporate debt	USD	39,665	815
Total return swaps – equities	USD	22,127	4,981
Put options	USD	193,767	11,243
Call options	USD	46,740	2,597
Futures	USD	134,827	3,689
Weather derivative swap	USD	5,000	14
Total financial contracts receivable, at fair value			$	23,972
Financial contracts payable
Credit default swaps, purchased – sovereign debt	USD	251,467	$	(5,587	)
Credit default swaps, purchased – corporate debt	USD	234,212	(2,101		)
Futures	USD	165,530	(878		)
Total return swaps – equities	USD	22,450	(4,326		)
Warrants and rights on listed equities	USD	73	(73		)
Call options	USD	103	(7		)
Total financial contracts payable, at fair value			$	(12,972	)

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At December 31, 2011 , the fair values of financial contracts outstanding were as follows:



Financial Contracts	Listing currency	Notional amount of underlying instruments	Fair value of net assets (obligations) on financial contracts
		($ in thousands)
Financial contracts receivable
Interest rate options	USD	3,049,338	$	2,236
Credit default swaps, purchased – sovereign debt	USD	32,952	6,160
Credit default swaps, purchased – corporate debt	USD	260,862	1,614
Total return swaps - equities	USD	45,458	5,390
Put options	USD	132,966	6,849
Call options	USD	2,714	280
Futures	USD	9,075	881
Weather derivative swap	USD	5,000	263
Total financial contracts receivable, at fair value			$	23,673
Financial contracts payable
Credit default swaps, purchased – sovereign debt	USD	251,467	$	(2,675	)
Credit default swaps, purchased – corporate debt	USD	26,029	(799		)
Futures	USD	149,201	(887		)
Total return swaps – equities	USD	11,795	(1,714		)
Warrants and rights on listed equities	USD	183	(183		)
Call options	USD	718	(66		)
Total financial contracts payable, at fair value			$	(6,324	)

As of June 30, 2012 and December 31, 2011 , included in interest rate options are contracts on U.S. and Japanese interest rates. Included in put options are options on foreign currencies including the Japanese Yen and Euro.

As of June 30, 2012 and December 31, 2011 , the carrying amount of the weather derivative swap is the unamortized portion of the premium paid to purchase the weather derivative swap contract which expired on July 10, 2012. An estimate of fair value is not practicable since the weather derivative swap contract is a non-exchange traded instrument and the time and cost involved in creating a valuation model to estimate the fair value would be excessive based on the immaterial amount and the short term contract period.

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During the three and six months ended June 30, 2012 and 2011 , the Company reported gains and losses on derivatives as follows:



Derivatives not designated as hedging instruments	Location of gains and losses on derivatives recognized in income	Gain (loss) on derivatives recognized in income for the three months ended June 30,						Gain (loss) on derivatives recognized in income for the six months ended June 30,
		2012			2011			2012			2011
		($ in thousands)						($ in thousands)
Interest rate options	Net investment income (loss)	$	(1,251	)	$	(5,518	)	$	(1,603	)	$	(4,554	)
Credit default swaps, purchased – corporate debt	Net investment income (loss)	(185		)	(632		)	(4,000		)	(1,976		)
Credit default swaps, purchased – sovereign debt	Net investment income (loss)	1,027			1,461			(3,944		)	(7,219		)
Total return swaps – equities	Net investment income (loss)	(1,772		)	29			(2,482		)	3,317
Credit default swaps, issued – corporate debt	Net investment income (loss)	—			(3		)	—			4,785
Options, warrants, and rights	Net investment income (loss)	(14,981		)	(8,908		)	(10,167		)	(20,325		)
Futures	Net investment income (loss)	(3,176		)	—			(7,959		)	—
Currency forwards	Net investment income (loss)	—			(3,944		)	—			(3,944		)
Weather derivative swap	Other income (expense), net	(111		)	—			(249		)	(214		)
Total		$	(20,449	)	$	(17,515	)	$	(30,404	)	$	(30,130	)

The Company generally does not enter into derivatives for risk management or hedging purposes, and the volume of derivative activities varies from period to period depending on potential investment opportunities.

For the three and six months ended June 30, 2012 , the Company’s volume of derivative activities (based on notional amounts) was as follows:



	Three months ended June 30, 2012				Six months ended June 30, 2012
Derivatives not designated as hedging instruments	Entered		Exited		Entered		Exited
	($ in thousands)				($ in thousands)
Credit default swaps	$	—	$	43,014	$	—	$	45,966
Total return swaps	728		6,625		2,806		20,554
Options	169,304		59,119		444,207		202,704
Futures	301,197		336,611		764,267		629,556
Total	$	471,229	$	445,369	$	1,211,280	$	898,780

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For the three and six months ended June 30, 2011 , the Company’s volume of derivative activities (based on notional amounts) was as follows:



	Three months ended June 30, 2011				Six months ended June 30, 2011
Derivatives not designated as hedging instruments	Entered		Exited		Entered		Exited
	($ in thousands)				($ in thousands)
Credit default swaps	$	204,053	$	91,632	$	213,942	$	137,749
Total return swaps	11,203		1,655		11,203		16,603
Options	247,964		184,067		546,988		230,490
Futures	12,469		—		41,726		55,093
Currency Forwards	372,843		262,622		372,843		262,622
Weather derivative swap	—		—		—		10,000
Total	$	848,532	$	539,976	$	1,186,702	$	712,557

4. DUE TO PRIME BROKERS

As of June 30, 2012 , the amount due to prime brokers is comprised of margin-borrowing from prime brokers relating to investments purchased on margin as well as the margin-borrowing for providing collateral to support some of the Company’s outstanding letters of credit (see Note 8). Under term margin agreements and certain letter of credit facility agreements, the Company pledges certain investment securities to borrow cash from the prime brokers. The borrowed cash is placed in a custodial account in the name of the Company and this custodial account provides collateral for any letters of credit issued by the banks. Since there is no legal right of offset, the Company’s liability for the cash borrowed from the prime brokers is included on the condensed consolidated balance sheets as due to prime brokers while the cash held in the custodial account is included on the condensed consolidated balance sheets as restricted cash and cash equivalents. At June 30, 2012 , the amounts due to prime brokers included $238.1 million ( December 31, 2011 : $256.1 million ) of cash borrowed under the term margin agreements to provide collateral for letters of credit facilities and $126.9 million ( December 31, 2011 : $4.3 million ) of borrowing relating to investment purchases.

The Company's investment guidelines allow for temporary (30 days) leverage for investment purposes up to 20% of net invested assets, and for an extended time period, up to 5% of net invested assets. At June 30, 2012 and December 31, 2011 , the Company was in compliance with the amount of leverage for investment purposes allowed under its investment guidelines.

5. RETROCESSION

The Company from time to time purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, to reduce its net liability on individual risks, to obtain additional underwriting capacity and to balance its underwriting portfolio. Additionally, retrocession can be used as a mechanism to share the risks and rewards of business written and therefore can be used as a tool to align the Company's interests with those of its counterparties. The Company currently has coverages that provide for recovery of a portion of loss and loss expenses incurred on certain contracts. Loss and loss adjustment expense recoverable from the retrocessionaires are recorded as assets. For the three months ended June 30, 2012 , loss and loss adjustment expenses incurred of $87.3 million ( 2011 : $56.9 million ) reported on the condensed consolidated statements of income are net of loss and loss expenses recovered and recoverable of $6.9 million ( 2011 : $3.9 million ). For the six months ended June 30, 2012 , loss and loss adjustment expenses incurred of $150.6 million (2011: $122.6 million ) reported on the condensed consolidated statements of income are net of loss and loss expenses recovered and recoverable of $16.2 million (2011: $7.8 million ). Retrocession contracts do not relieve the Company from its obligations to the insureds. Failure of retrocessionaires to honor their obligations could result in losses to the Company. At June 30, 2012 , the Company had loss and loss adjustment expense recoverable of $0.1 million ( December 31, 2011 : $0.1 million ) with a retrocessionaire rated “A+ (Superior)” by A.M. Best. Additionally, the Company had losses recoverable of $36.8 million ( December 31, 2011 : $29.7 million ) with unrated retrocessionaires. At June 30, 2012 and December 31, 2011 , the Company retained $34.7 million and $38.0 million , respectively, of cash collateral from the unrated retrocessionaires, as well as other collateral in the form of guarantees. The Company regularly evaluates the financial condition of its retrocessionaires to assess the ability of the retrocessionaires to honor their obligations. At June 30, 2012 and December 31, 2011 , no provision for uncollectible losses recoverable was considered necessary.

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6. SHARE-BASED COMPENSATION

The Company has a stock incentive plan for directors, employees and consultants. As of June 30, 2012 , the Company had reserved for issuance 3,500,000 Class A ordinary shares ( December 31, 2011 : 3,500,000 ) for eligible participants. At June 30, 2012 , 1,182,269 Class A ordinary shares ( December 31, 2011 : 1,322,773 ) were available for future issuance under the Company’s stock incentive plan.

Employee and Director Restricted Shares

As part of the stock incentive plan, the Company issues restricted shares for which the fair value is equal to the price of the Company’s Class A ordinary shares on the grant date. Compensation based on the grant date fair market value of the shares is expensed on a straight line basis over the vesting period.

During the six months ended June 30, 2012 , 110,701 ( 2011 : 86,737 ) restricted Class A ordinary shares were issued to employees pursuant to the Company’s stock incentive plan. These shares contain certain restrictions relating to, among other things, vesting, forfeiture in the event of termination of employment and transferability. Each of these restricted shares will cliff vest after 3 years from the date of issue, subject to the grantee’s continued service with the Company.

During the six months ended June 30, 2012 , the Company also issued to non-employee directors an aggregate of 35,994 (2011: 33,295 ) restricted Class A ordinary shares as part of their remuneration for services to the Company. Each of these restricted shares issued to the directors contain similar restrictions to those issued to employees and will vest on the earlier of the first anniversary of the share issuance or the Company’s next annual general meeting, subject to the grantee’s continued service with the Company.

The restricted share award activity during the six months ended June 30, 2012 was as follows:



	Number of non-vested restricted shares		Weighted average grant date fair value
Balance at December 31, 2011	358,563		$	21.03
Granted	146,695		24.61
Vested	(191,136	)	17.34
Forfeited	(6,191	)	25.44
Balance at June 30, 2012	307,931		$	24.94

Employee and Director Stock Options

Employee and director stock option activity during the six months ended June 30, 2012 was as follows:



	Number of options	Weighted average exercise price		Weighted average grant date fair value
Balance at December 31, 2011	1,399,000	$	15.06	$	6.73
Granted	—	—		—
Exercised	—	—		—
Forfeited	—	—		—
Expired	—	—		—
Balance at June 30, 2012	1,399,000	$	15.06	$	6.73

7. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

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The Company and its reinsurance subsidiaries are party to an Investment Advisory Agreement (the ‘‘Advisory Agreement’’) with DME Advisors under which the Company, its reinsurance subsidiaries and DME Advisors created a joint venture for the purpose of managing certain jointly held assets. DME Advisors is a related party and an affiliate of David Einhorn, Chairman of the Company’s Board of Directors.

Pursuant to the Advisory Agreement, performance compensation equal to 20% of the net income of the Company’s share of the account managed by DME Advisors is allocated, subject to a loss carry forward provision, to DME Advisors’ account. The loss carry forward provision allows DME Advisors to earn reduced incentive compensation of 10% on net investment income in any year subsequent to the year in which the investment account incurs a loss, until all the losses are recouped and an additional amount equal to 150% of the aggregate investment loss is earned. DME Advisors is not entitled to earn performance compensation in a year in which the investment portfolio incurs a loss. For the three and six months ended June 30, 2012 , included in net investment income is performance compensation of $(9.1) million and $7.9 million , respectively, ( 2011 : $0.0 million and $0.0 million , respectively) that was accrued and included in the condensed consolidated balance sheets at June 30, 2012 as performance compensation payable to related party. The negative performance compensation for the three months ended June 30, 2012 was due to a net investment loss during the period resulting in partial reversal of performance compensation previously accrued based on the investment returns during the first quarter of 2012.

Additionally, pursuant to the Advisory Agreement, a monthly management fee equal to 0.125% ( 1.5% on an annual basis) of the Company’s investment account managed by DME Advisors is paid to DME Advisors. Included in the net investment income for the three and six months ended June 30, 2012 are management fees of $4.2 million and $8.3 million , respectively ( 2011 : $3.8 million and $7.6 million , respectively). The management fees have been fully paid as of June 30, 2012 .

Pursuant to the Advisory Agreement, the Company has agreed to indemnify DME Advisors for any expense, loss, liability, or damage arising out of any claim asserted or threatened in connection with DME Advisors serving as the Company’s investment advisor. The Company will reimburse DME Advisors for reasonable costs and expenses of investigating and/or defending such claims provided such claims were not caused due to gross negligence, breach of contract or misrepresentation by DME Advisors. During the six months ended June 30, 2012 , there were no indemnification payments made by the Company.

Service Agreement

The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides investor relations services to the Company for compensation of $5,000 per month (plus expenses). The agreement is automatically renewed annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.

8. COMMITMENTS AND CONTINGENCIES

Letters of Credit

At June 30, 2012 , the Company had the following letter of credit facilities, which automatically renew each year unless terminated by either party in accordance with the required notice period:



	Facility		Termination Date	Notice period required for termination
	($ in thousands)
Bank of America, N.A	$	200,000	July 20, 2013	90 days prior to termination date
Butterfield Bank (Cayman) Limited	60,000		June 30, 2013	90 days prior to termination date
Citibank Europe plc	400,000		October 11, 2013	120 days prior to termination date
JP Morgan Chase Bank N.A	100,000		January 27, 2013	120 days prior to termination date
	$	760,000

As of June 30, 2012 , an aggregate amount of $395.8 million ( December 31, 2011 : $382.8 million ) in letters of credit were issued under the above facilities. Under the facilities, the Company provides collateral that may consist of equity securities, restricted cash, and cash and cash equivalents. As of June 30, 2012 , total equity securities, restricted cash, and cash and cash equivalents with a fair value in the aggregate of $404.8 million ( December 31, 2011 : $410.5 million ) were pledged as security against the letters of credit issued (also see Note 4). Each of the facilities contain customary events of default and restrictive covenants, including but not limited to, limitations on liens on collateral, transactions with affiliates, mergers and

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sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements, and restricts issuance of any debt without the consent of the letter of credit provider. Additionally, if an event of default exists, as defined in the letter of credit facilities, Greenlight Re will be prohibited from paying dividends to its parent company. The Company was in compliance with all the covenants of each of these facilities as of June 30, 2012 and December 31, 2011 .

Operating Lease

The Company has entered into a lease agreement for office space in the Cayman Islands. Under the terms of the lease agreement, the Company is committed to annual rent payments ranging from $253,539 to $311,821 . The lease expires on June 30, 2018 and the Company has the option to renew the lease for a further five year term. Included in the schedule below are the minimum lease payment obligations relating to this lease as of June 30, 2012 .

GRIL has entered into a lease agreement for office space in Dublin, Ireland. Under the terms of this lease agreement, GRIL is committed to average annual rent payments denominated in Euros approximating €67,528 until May 2016 (net of rent inducements), and adjusted to the prevailing market rates for each of three subsequent five-year terms. GRIL has the option to terminate the lease agreement in 2016 and 2021. Included in the schedule below are the net minimum lease payment obligations relating to this lease as of June 30, 2012 .

The total rent expense related to leased office space for the three and six months ended June 30, 2012 was $0.1 million and $0.2 million , respectively ( 2011 : $0.1 million and $0.2 million , respectively).

Specialist Service Agreement

The Company has entered into a service agreement with a specialist service provider for the provision of administration and support in developing and maintaining business relationships, reviewing and recommending programs and managing risks relating to certain specialty lines of business. The specialist service provider does not have any authority to bind the Company to any reinsurance contracts. Under the terms of the agreement, the Company has committed to quarterly payments to the service provider. If the agreement is terminated, the Company is obligated to make minimum payments for another two years to ensure contracts to which the Company is bound are adequately administered by the specialist service provider. Included in the schedule below are the minimum payment obligations relating to this agreement.

Private Equity

From time to time, the Company makes investments in private equity vehicles. As part of the Company's participation in such private equity investments, the Company may make funding commitments. As of June 30, 2012 , the Company had commitments to invest an additional $19.0 million ( December 31, 2011 : $19.1 million ) in private equity investments. Included in the schedule below are the minimum payment obligations relating to these investments.

Schedule of Commitments and Contingencies

The following is a schedule of future minimum payments required under the above commitments:



	2012		2013		2014		2015		2016		Thereafter		Total
	($ in thousands)
Operating lease obligations	$	187	$	372	$	372	$	372	$	312	$	414	$	2,029
Specialist service agreement	250		400		150		—		—		—		800
Private equity and limited partnerships (1)	19,037		—		—		—		—		—		19,037
	$	19,474	$	772	$	522	$	372	$	312	$	414	$	21,866

(1) Given the nature of these investments, the Company is unable to determine with any degree of accuracy when these commitments will be called. Therefore, for purposes of the above table, the Company has assumed that all commitments with no fixed payment schedules will be called during the year ended December 31, 2012 .

Litigation

From time to time in the normal course of business, the Company may be involved in formal and informal dispute

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resolution procedures, which may include arbitration or litigation, the outcomes of which determine the rights and obligations under the Company's reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company's business, financial condition or operating results.

9. SEGMENT REPORTING

The Company manages its business on the basis of one operating segment, Property & Casualty Reinsurance.

The following tables provide a breakdown of the Company's gross premiums written by line of business and by geographic area of risks insured for the periods indicated:

Gross Premiums Written by Line of Business



	Three months ended					Three months ended					Six months ended					Six months ended
	June 30, 2012					June 30, 2011					June 30, 2012					June 30, 2011
	($ in thousands)					($ in thousands)					($ in thousands)					($ in thousands)
Property
Commercial lines	2,460			2.9	%	3,813			3.4	%	11,645			4.9	%	8,969			4.2	%
Motor physical damage	17,701			21.1		541			0.5		35,842			15.2	%	(1,115	)	⁽¹⁾	(0.5	)
Personal lines	5,524			6.6		58,156			51.3		52,559			22.3		106,050			49.6
Total Property	25,685			30.6		62,510			55.2		100,046			42.4		113,904			53.3
Casualty
General liability	6,499			7.7		11,641			10.3		14,925			6.3		18,637			8.7
Marine liability	—			—		—			—		2,240			0.9		185			0.1
Motor liability	37,334			44.5		20,609			18.2		89,477			37.9		33,672			15.7
Professional liability	(666	)	⁽¹⁾	(0.8	)	(185	)	⁽¹⁾	(0.2	)	(666	)	⁽¹⁾	(0.3	)	240			0.1
Total Casualty	43,167			51.4		32,065			28.3		105,976			44.8		52,734			24.6
Specialty
Financial	1,372			1.6		1,653			1.5		3,305			1.4		6,276			2.9
Health	7,532			9.0		11,326			10.0		19,386			8.2		25,990			12.1
Workers’ compensation	6,230			7.4		5,712			5.0		7,493			3.2		15,101			7.1
Total Specialty	15,134			18.0		18,691			16.5		30,184			12.8		47,367			22.1
	83,986			100.0	%	113,266			100.0	%	236,206			100.0	%	214,005			100.0	%

(1) The negative balance represents reversal of premiums due to premium adjustments, termination of contracts or premiums returned upon commutation of contracts.

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Gross Premiums Written by Geographic Area of Risks Insured



	Three months ended					Three months ended					Six months ended					Six months ended
	June 30, 2012					June 30, 2011					June 30, 2012					June 30, 2011
	($ in thousands)					($ in thousands)					($ in thousands)					($ in thousands)
U.S.	$	83,201		99.1	%	$	109,699		96.9	%	$	221,366		93.7	%	$	200,324	93.6	%
Worldwide (1)	1,123			1.3		3,318			2.9		15,178			6.4		13,007		6.1
Caribbean	328			0.4		300			0.3		328			0.1		300		0.1
Europe	(666		)	(0.8	)	(51		)	—		(666		)	(0.3	)	374		0.2
	$	83,986		100.0	%	$	113,266		100.0	%	$	236,206		100.0	%	$	214,005	100.0	%


(1)	“Worldwide” is comprised of contracts that reinsure risks in more than one geographic area and do not specifically exclude the U.S.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to "we," "us," "our," "our company," "Greenlight Re," or "the Company" refer to Greenlight Capital Re, Ltd. ("GLRE") and its wholly-owned subsidiaries, Greenlight Reinsurance, Ltd, ("Greenlight Reinsurance"), Greenlight Reinsurance Ireland, Ltd. ("GRIL") and Verdant Holding Company, Ltd. ("Verdant"), unless the context dictates otherwise. References to our "Ordinary Shares" refers collectively to our Class A Ordinary Shares and Class B Ordinary Shares.

The following is a discussion and analysis of our results of operations for the three and six months ended June 30, 2012 and 2011 and financial condition as of June 30, 2012 and December 31, 2011 . The following discussion should be read in conjunction with the audited consolidated financial statements and accompanying notes, which appear in our annual report on Form 10-K for the fiscal year ended December 31, 2011 .

Special Note About Forward-Looking Statements

Certain statements in Management’s Discussion and Analysis ("MD&A"), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are identified by the words "believe," "project," "predict," "expect," "anticipate," "estimate," "intend," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled "Risk Factors" (refer to Part I, Item 1A) contained in our annual report on Form 10-K for the fiscal year ended December 31, 2011 . We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward looking statements which speak only to the dates on which they were made.

We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding reinsurance or investments events that we do not believe, based on management's estimates and current information, will have a material adverse impact on our operations or financial position.

General

We are a Cayman Islands headquartered global specialty property and casualty reinsurer with a reinsurance and investment strategy that we believe differentiates us from our competitors. Our goal is to build long-term shareholder value by selectively offering customized reinsurance solutions, in markets where capacity and alternatives are limited, which we

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believe will yield favorable long-term returns on equity.

We aim to complement our underwriting results with a non-traditional investment approach in order to achieve higher rates of return over the long term than reinsurance companies that employ more traditional, fixed-income investment strategies. We manage our investment portfolio according to a value-oriented philosophy, in which we take long positions in perceived undervalued securities and short positions in perceived overvalued securities.

Because we employ an opportunistic underwriting philosophy, period-to-period comparisons of our underwriting results may not be meaningful. In addition, our historical investment results may not necessarily be indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.

Segments

We manage our business on the basis of one operating segment, property and casualty reinsurance, in accordance with the qualitative and quantitative criteria established by United States generally accepted accounting principles ("U.S. GAAP"). Within the property and casualty reinsurance segment, we analyze our underwriting operations using two categories:

• frequency business; and

• severity business.

Frequency business is characterized by contracts containing a potentially large number of small losses emanating from multiple events. Clients generally buy this protection to increase their own underwriting capacity and typically select a reinsurer based upon the reinsurer’s financial strength, service and expertise. We expect the results of frequency business to be less volatile than those of severity business from period to period due to greater predictability. We also expect that over time the profit margins and return on equity of our frequency business will be lower than those of our severity business.

Severity business is typically characterized by contracts with the potential for significant losses emanating from one event or multiple events. Clients generally buy this protection to remove volatility from their balance sheets, and accordingly, we expect the results of severity business to be volatile from period to period. However, over the long term, we also expect that our severity business will generate higher profit margins and return on equity than those of our frequency business.

Outlook and Trends

We believe the reinsurance industry, in general has been, and for the foreseeable future will remain, over capitalized. There is an influx of new capital for peak zone catastrophe risk from alternative capital market participants such as hedge funds, pension funds and other fixed income bond managers. Additionally, we believe that the slowdown in worldwide economic activity continues to weaken the overall demand for property and casualty insurance and, accordingly, reinsurance.

Notwithstanding the foregoing, the over-capitalization of the reinsurance industry may be countered by the introduction of more stringent capital requirements in the industry (particularly in Europe), the recalibration of catastrophe risk models to reflect recent catastrophic activity and a sustained low interest rate environment. We believe the introduction of Solvency II for European insurers and reinsurers will create a demand for capital and/or reinsurance solutions for some smaller and less diversified companies. Risk Management Solutions ("RMS") released a new version of its widely used catastrophe model ("RMS 11.0") which has had the impact of increasing the modeled expected losses for many catastrophe programs in the United States. If the new model version is widely adopted by the reinsurance market, property catastrophe pricing could increase. The persistent low interest rate environment has reduced the earnings of many insurance and reinsurance companies. We believe the continuation of low interest rates, coupled with the reduction of prior years' reserve redundancies, could cause the industry to adopt overall higher pricing.

Overall, we believe we are in a hardening market, but industry over-capitalization will temper rate increases and that overall increases will not significantly exceed loss trends. The result is a slightly improving market, but with many areas of the market continuing to operate at levels which we believe are economically irrational. Price increases could occur earlier if financial and credit markets experience adverse shocks that result in the loss of capital of insurers and reinsurers, or if there are major catastrophic events, especially in North America.

Our reinsurance portfolio is currently concentrated in five areas - Florida homeowners, small account workers' compensation and general liability for contractors, U.S. employer health stop loss, catastrophe retrocession and private passenger automobile. While each of these areas is competitive, we believe we are experiencing rate increases that are in excess

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of loss trends. In particular, the Florida homeowners' insurance market continues to experience rate increases, although the rate of increase has slowed relative to the prior period. Additionally, property catastrophe retrocession pricing increased moderately during 2011 and increased again during the first half of 2012. We continue to look for attractive opportunities in this area of the market; however, as mentioned earlier, the influx of new capacity has increased competition.

We believe that we are well positioned to compete for frequency business due to our increasing market recognition, the development of strategic relationships and our "A (Excellent)" rating by A.M. Best. Meanwhile, there are a number of insurers and reinsurers that have suffered and continue to suffer from capacity issues. So far in 2012, we have seen a number of large, frequency-oriented opportunities that we believe fit well within our business strategy. We converted some of these opportunities into bound contracts, and are currently analyzing others. Further, there has been additional consolidation activity in the industry and we believe if such activity continues and the number of industry participants decreases, we could benefit from increased opportunities since insurers may prefer to diversify their reinsurance placements.

We believe our investment portfolio continues to be conservatively postured in 2012, with a net long position of 51% as of June 30, 2012 . The challenging investment environment has continued throughout the year, with significant uncertainty and global geopolitical and economic headwinds. Equity markets in the U.S. and Europe are volatile, due to slowing economic growth and concerns about the sustainability of monetary and fiscal policies. Rising concern about sovereign debt, particularly in Europe, appears likely to limit further fiscal stimulus. Given the challenging macroeconomic environment, we intend, for the foreseeable future, to continue holding a significant position in gold and other macro hedges in the form of options on higher interest rates and foreign exchange rates, short positions in sovereign debt and sovereign credit default swaps.

We intend to continue to monitor market conditions to position ourselves to participate in future under-served or capacity-constrained markets as they arise and intend to offer products that we believe will generate favorable returns on equity over the long term. Accordingly, our underlying results and product line concentrations in any given period may not be indicative of our future results of operations.

Critical Accounting Policies

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect reported and disclosed amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. We believe that the critical accounting policies set forth in our annual report on Form 10-K for the fiscal year ended December 31, 2011 continue to describe the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. These accounting policies pertain to premium revenues and risk transfer, valuation of investments, loss and loss adjustment expense reserves, acquisition costs, bonus accruals and share-based payments. If actual events differ significantly from the underlying judgments or estimates used by management in the application of these accounting policies, there could be a material effect on our results of operations and financial condition.

Recently issued accounting standards and their impact to the Company have been presented under "Recently Issued Accounting Standards" in Note 2 of the accompanying condensed consolidated financial statements.

Results of Operations

Three and six months ended June 30, 2012 and 2011

For the three months ended June 30, 2012 , we reported a net loss of $36.1 million , as compared to a net loss of $16.0 million reported for the same period in 2011 . The underwriting income before general and administrative expenses for the three months ended June 30, 2012 was $4.8 million , compared to $7.5 million for the same period in 2011 . The decrease in underwriting income for the three months ended June 30, 2012 was primarily due to an increase in the composite ratio for the period. For the three months ended June 30, 2012 , our overall composite ratio increased to 96.4% , from 93.0% during the same period in 2011 . For the three months ended June 30, 2012 , our investment portfolio reported a net loss of $36.9 million , or a loss of 3.3% , on our investment account, compared to a net investment loss of $19.5 million , or a loss of 1.9% , for the same period in 2011 .

For the six months ended June 30, 2012 , we reported a net income of $29.1 million , compared to a net loss of $59.0 million reported for the same period in 2011 . Our investment portfolio reported a net income of $34.7 million , or a return of 3.0% , for the six months ended June 30, 2012, compared to a net investment loss of $55.6 million , or a loss of 5.2% , for the same period in 2011 . Underwriting income reported for the six months ended June 30, 2012 increased by $2.2 million to $7.0 million from $4.8 million reported for the six months ended June 30, 2011 .

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For the three months ended June 30, 2012 , the basic adjusted book value per share decreased by $0.98 per share, or 4.1% , to $22.74 per share from $23.72 per share at March 31, 2012 . During the three months ended June 30, 2012 , fully diluted adjusted book value decreased by $0.95 per share, or 4.1% , to $22.34 per share from $23.29 per share at March 31, 2012 .

For the six months ended June 30, 2012 , the basic adjusted book value per share increased by $0.76 per share, or 3.5% , to $22.74 per share from $21.98 per share at December 31, 2011 . During the six months ended June 30, 2012 , fully diluted adjusted book value increased by $0.73 per share, or 3.4% , to $22.34 per share from $21.61 per share at December 31, 2011 .

Basic adjusted book value per share is a non-GAAP measure as it excludes the non-controlling interest in a joint venture from total equity. In addition, fully diluted adjusted book value per share is also a non-GAAP measure and represents basic adjusted book value per share combined with the impact from dilution of all in-the-money stock options issued and outstanding as of any period end. We believe that long-term growth in fully diluted adjusted book value per share is the most relevant measure of our financial performance. In addition, fully diluted adjusted book value per share may be of benefit to our investors, shareholders and other interested parties to form a basis of comparison with other companies within the property and casualty reinsurance industry.

The following table presents a reconciliation of the non-GAAP basic adjusted and fully diluted adjusted book value per share to the most comparable GAAP measure.



	June 30, 2012			March 31, 2012			December 31, 2011			September 30, 2011			June 30, 2011
	($ in thousands, except per share and share amounts)
Basic adjusted and fully diluted adjusted book value per share numerator:
Total equity (GAAP)	$	845,696		$	881,304		$	845,698		$	765,958		$	770,185
Less: Non-controlling interest in joint venture	(11,778		)	(12,227		)	(42,595		)	(33,866		)	(33,709		)
Basic adjusted book value per share numerator	833,918			869,077			803,103			732,092			736,476
Add: Proceeds from in-the-money stock options issued and outstanding	18,215			18,215			18,215			16,590			16,590
Fully diluted adjusted book value per share numerator	$	852,133		$	887,292		$	821,318		$	748,682		$	753,066
Basic adjusted and fully diluted adjusted book value per share denominator:
Ordinary shares issued and outstanding for basic adjusted book value per share denominator	36,678,653			36,633,638			36,538,149			36,509,036			36,575,816
Add: In-the-money stock options issued and outstanding	1,469,000			1,469,000			1,469,000			1,419,000			1,419,000
Fully diluted adjusted book value per share denominator	38,147,653			38,102,638			38,007,149			37,928,036			37,994,816
Basic adjusted book value per share	$	22.74		$	23.72		$	21.98		$	20.05		$	20.14
Fully diluted adjusted book value per share	$	22.34		$	23.29		$	21.61		$	19.74		$	19.82

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Premiums Written

Details of gross premiums written are provided in the following table:



	Three months ended June 30,								Six months ended June 30,
	2012				2011				2012				2011
	($ in thousands)								($ in thousands)
Frequency	$	80,706	96.1	%	$	108,601	95.9	%	$	217,313	92.0	%	$	200,954	93.9	%
Severity	3,280		3.9		4,665		4.1		18,893		8.0		13,051		6.1
Total	$	83,986	100.0	%	$	113,266	100.0	%	$	236,206	100.0	%	$	214,005	100.0	%

We expect quarterly reporting of premiums written to be volatile as our underwriting portfolio continues to develop. Additionally, the composition of premiums written between frequency and severity business may vary from quarter to quarter depending on the specific market opportunities that we pursue.

For the three months ended June 30, 2012 , the premiums written relating to frequency contracts decreased by $27.9 million , or 25.7% , compared to the same period in 2011 . The decrease in frequency premiums written is primarily related to the Florida homeowners' personal lines contracts which decreased by $52.4 million due to the termination of a large contract during the fourth quarter of 2011, as well as due to a decrease in the underlying premiums on other existing Florida homeowners' contracts where the ceding insurer culled its non-performing third party agents in order to maintain a more profitable book of business. Furthermore, one of the Florida homeowners' contracts was renewed during the second quarter of 2012 at a lower quota share percentage than the expiring contract, which resulted in a decrease in premiums written for the quarter compared to same quarter in 2011.

Offsetting these decreases, our motor liability and motor physical damage premiums for the three months ended June 30, 2012 increased by $16.7 million and $17.1 million, respectively. The motor liability line includes both commercial automobile contracts as well as private automobile contracts (also referred to as non-standard automobile). For the three months ended June 30, 2012, the commercial automobile premiums written decreased by $17.3 million, while the private automobile premiums written increased by $34.0 million as a result of new non-standard automobile contracts entered into during late 2011 and early 2012. We canceled the commercial automobile coverage on a multi-line contract during 2012 which resulted in the decrease in commercial automobile premiums. Other less significant decreases related to our general liability and specialty health lines which decreased $5.1 million and $3.8 million, respectively, primarily due to the cancellation of one contract for each of these lines.

For the six months ended June 30, 2012 , the frequency gross premiums increased by $16.4 million , or 8.1% , primarily as a result of our motor liability and motor physical damage premiums, which increased by $55.8 million and $37.0 million, respectively. The increase in motor liability line includes an increase of $86.9 million in private automobile premiums written as a result of new non-standard automobile contracts entered into during late 2011 and early 2012, offset by a decrease of $31.5 million in commercial automobile premiums written as we canceled the commercial automobile coverage on a multi-line contract during 2012. For the six months ended June 30, 2012, our Florida homeowners' personal lines contracts decreased by $54.2 million due to the reasons explained above. Other less significant decreases related to our workers' compensation, general liability, specialty health, and financial (surety and trade credit) lines which decreased $7.6 million, $3.7 million, $6.6 million and $3.0 million, respectively.

For the three months ended June 30, 2012 , the premiums written relating to severity contracts decreased by $1.4 million , or 29.7% , compared to the same period in 2011 . The decrease was primarily due to timing of a property catastrophe contract, which was renewed in the first quarter of 2012, while in the prior year it was written in the second quarter of 2011.

For the six months ended June 30, 2012 , the increase in severity premiums of $5.8 million , or 44.8% , compared to the same period in 2011 was principally due to the renewal of our existing multi-line property catastrophe contracts with higher aggregate limits as well as higher pricing. During the six month ended June 30, 2012 we restructured some of our property catastrophe contracts and increased our limits of coverage while also increasing the thresholds for losses entering our layer of coverage. As a result, while direct comparison of pricing is not possible, overall we obtained slightly higher prices on renewing contracts that had no claims reported during the prior year and significantly higher prices on catastrophe contracts that experienced losses during 2011.

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For the three months ended June 30, 2012 , our ceded premiums decreased by $21.8 million, to negative $4.6 million compared to $17.2 million for the same period in 2011 . For the six months ended June 30, 2012, our ceded premiums decreased by $14.3 million, to $6.4 million compared to $20.7 million for the same period in 2011. The decrease in ceded premiums for both the three and six months ended June 30, 2012 was principally due to downward premium adjustments on a retroceded Florida homeowners' personal lines contract based on indications from the ceding insurer during the second quarter of 2012 that the underlying premiums will be lower than previously estimated due to culling of its third party agents.

Details of net premiums written are provided in the following table:



	Three months ended June 30,								Six months ended June 30,
	2012				2011				2012				2011
	($ in thousands)								($ in thousands)
Frequency	$	85,308	96.3	%	$	91,418	95.1	%	$	210,920	91.8	%	$	180,295	93.2	%
Severity	3,280		3.7		4,665		4.9		18,893		8.2		13,051		6.8
Total	$	88,588	100.0	%	$	96,083	100.0	%	$	229,813	100.0	%	$	193,346	100.0	%

Net Premiums Earned

Net premiums earned reflect the pro-rata inclusion into income of net premiums written over the life of the reinsurance contracts. Details of net premiums earned are provided in the following table:



	Three months ended June 30,								Six months ended June 30,
	2012				2011				2012				2011
	($ in thousands)								($ in thousands)
Frequency	$	125,130	96.2	%	$	104,594	97.6	%	$	222,013	95.9	%	$	202,879	95.6	%
Severity	4,884		3.8		2,557		2.4		9,589		4.1		9,429		4.4
Total	$	130,014	100.0	%	$	107,151	100.0	%	$	231,602	100.0	%	$	212,308	100.0	%

Premiums relating to quota share contracts are earned over the contract period in proportion to the period of protection. Similarly, incoming unearned premiums are earned in proportion to the remaining period of protection. For the three months ended June 30, 2012 , the frequency earned premiums increased by $20.5 million , or 19.6% , primarily as a result of our motor liability and motor physical damage contracts which increased net earned premiums by $37.7 million and $15.4 million, respectively. The increase in motor liability line includes an increase of $43.3 million in private automobile earned premiums as a result of new non-standard automobile contracts entered into during late 2011 and early 2012, offset by a decrease of $5.6 million in commercial automobile earned premiums as we canceled the commercial automobile coverage on a multi-line contract during 2012. For the three months ended June 30, 2012, our Florida homeowners' personal lines earned premiums decreased by $26.1 million primarily due to a contract commuted during the fourth quarter of 2011. Other less significant decreases related to our general liability and specialty health lines which decreased $6.6 million and $4.7 million, respectively, due to cancellation of one contract for each of these lines.

For the six months ended June 30, 2012 , the frequency earned premiums increased by $19.1 million , or 9.4% , primarily due to the same reasons explained above for the three months ended June 30, 2012.

Premiums relating to severity contracts are earned over the contract period in proportion to the period of protection. For the three months ended June 30, 2012 , severity net earned premiums increased $2.3 million , or 91.0% , compared to the same period in 2011 . The increase related to the higher premiums written on catastrophe contracts renewed during 2012 compared to 2011.

For the six months ended June 30, 2012 , severity net earned premiums increased $0.2 million , or 1.7% , compared to the same period in 2011. The increase in severity earned premiums is principally a result of higher premiums written on the catastrophe contracts renewed during 2012 compared to 2011, offset by the lack of additional premiums that had been included in the comparative period on a catastrophe contract which had reported a full limit loss.

Losses Incurred

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Losses incurred include losses paid and changes in loss reserves, including reserves for IBNR, net of actual and estimated loss recoverables. Details of net losses incurred for the three and six months ended June 30, 2012 and 2011 , are provided in the following table:



	Three months ended June 30,									Six months ended June 30,
	2012				2011					2012				2011
	($ in thousands)									($ in thousands)
Frequency	$	86,681	99.2	%	$	60,957		107.2	%	$	149,890	99.5	%	$	117,069	95.5	%
Severity	656		0.8		(4,087		)	(7.2	)	754		0.5		5,526		4.5
Total	$	87,337	100.0	%	$	56,870		100.0	%	$	150,644	100.0	%	$	122,595	100.0	%

We establish reserves for each contract based on estimates of the ultimate cost of all losses including losses incurred but not reported. These estimated ultimate reserves are based on reports received from ceding companies, industry data and historical experience as well as our own actuarial estimates. Quarterly, we review these estimates on a contract by contract basis and adjust as we deem necessary based on updated information and our internal actuarial estimates. We expect losses incurred on our severity business to be volatile from period to period.

For the three months ended June 30, 2012 and 2011 , the loss ratios for our frequency business were 69.3% and 58.3% , respectively. The increase is primarily attributable to a shift in our mix of business as our personal automobile contracts, which carry a higher loss ratio than our overall frequency book, accounted for approximately 50% of total frequency earned premiums during the three months ended June 30, 2012, compared to 3.3% for the same period in 2011. Other factors contributing to the increase in frequency loss ratio for the three months ended June 30, 2012, were higher loss ratios for some of our Florida homeowners' contracts, workers' compensation contracts, and financial trade credit and surety contracts.

For the three months ended June 30, 2012 and 2011, the loss ratios for our severity business were 13.4% and (159.7)% , respectively. The losses incurred of $0.7 million for severity contracts was primarily due to an increase in loss reserves of $2.1 million on a catastrophe contract based on updated underlying losses estimated by the ceding insurer relating to the New Zealand earthquake. Partially offsetting this increase were elimination of loss reserves of $0.7 million and $0.8 million on a professional indemnity contract and an excess of loss contract, respectively, as underlying losses are no longer expected to reach a level that would impact these contracts. The negative loss ratio for the three months ended June 30, 2011 was primarily due to the reversal of $4.1 million of loss reserves on an aggregate catastrophe contract.

For the six months ended June 30, 2012 and 2011 , the loss ratios for our frequency business were 67.5% and 57.7% , respectively. The increase in frequency loss ratio is primarily a result of the growth in personal automobile contracts which generally have higher loss ratios than the other lines of frequency business we write. Since these contracts accounted for approximately 40% of our earned premiums for the six months ended June 30, 2012 , compared to 3.7% for the same period in 2011 , the overall average loss ratio increased. Additionally, increases in loss ratios for specialty health contracts which are in run off also contributed to the increase in loss reserves.

For the six months ended June 30, 2012 and 2011, the loss ratio for our severity business were 7.9% and 58.6% , respectively. The losses incurred on severity contracts of $0.8 million for the six months ended June 30, 2012, primarily related to the same explanations provided above for the three months ended June 30, 2012.

Losses incurred for the three and six months ended June 30, 2012 and 2011 can be further broken down into losses paid and changes in loss and loss adjustment expense reserves as follows:



	Three months ended June 30, 2012							Three months ended June 30, 2011
	Gross		Ceded			Net		Gross			Ceded			Net
	($ in thousands)
Losses paid (recovered)	$	77,135	$	(6,483	)	$	70,652	$	61,886		$	(3,254	)	$	58,632
Change in reserves	16,913		(228		)	16,685		(1,105		)	(657		)	(1,762		)
Total	$	94,048	$	(6,711	)	$	87,337	$	60,781		$	(3,911	)	$	56,870

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	Six months ended June 30, 2012							Six months ended June 30, 2011
	Gross		Ceded			Net		Gross		Ceded			Net
	($ in thousands)
Losses paid (recovered)	$	113,161	$	(8,662	)	$	104,499	$	98,345	$	(4,506	)	$	93,839
Change in reserves	53,499		(7,354		)	46,145		32,016		(3,260		)	28,756
Total	$	166,660	$	(16,016	)	$	150,644	$	130,361	$	(7,766	)	$	122,595

For the six months ended June 30, 2012, our net loss reserves on prior period contracts increased by $10.9 million which primarily related to the following:


•	$5.3 million of adverse loss development, net of retrocesssion recoveries, on multi-line commercial motor and general liability quota share contracts based on data received from the clients and a reassessment in connection with our quarterly reserve analysis which indicated higher large loss activity on the accounts than originally expected;


•	$2.1 million of adverse loss development, net of retrocession recoveries, on a Florida homeowners' contract due to a combination of an increase in attritional losses as well as an increase in sinkhole losses based on updated information received from the ceding insurer during the period as well as a reassessment in connection with our quarterly reserve analysis; and


•	$2.1 million of adverse loss development on a 2010 natural peril contract relating to the 2010 New Zealand earthquake. This adverse loss development resulted from revised estimated losses expected on the underlying policies by the ceding insurer.

There were no other significant developments of prior period reserves during the six months ended June 30, 2012.

For the six months ended June 30, 2011, our net loss reserves on prior period contracts increased by $6.3 million which primarily related to the following:


•	$5.9 million of adverse loss development on commercial motor liability contracts currently in run off;


•	$1.7 million of adverse loss development on Florida homeowners' contracts;


•	$1.2 million of favorable loss development on 2009 specialty health contracts;


▪	$1.0 million adverse loss development on a 2010 natural peril contract relating to the 2010 New Zealand earthquake. This loss development resulted from revised estimated losses expected to breach into our layer of coverage solely as a result of changes in the foreign currency exchange rates for the New Zealand dollar and the Australian dollar against the U.S. dollar; and


•	$0.6 million of reserves eliminated on a 2010 casualty clash excess of loss contract which expired with no reported claims.

There were no other significant developments of prior period reserves during the six months ended June 30, 2011.

Acquisition Costs, Net

Acquisition costs represent the amortization of commission and brokerage expenses incurred on contracts written as well as profit commissions and other underwriting expenses which are expensed when incurred. Deferred acquisition costs are limited to the amount of commission and brokerage expenses that are expected to be recovered from future earned premiums and anticipated investment income. Details of acquisition costs are provided in the following table:



	Three months ended June 30,								Six months ended June 30,
	2012				2011				2012				2011
	($ in thousands)								($ in thousands)
Frequency	$	37,174	98.1	%	$	41,855	97.7	%	$	72,409	97.9	%	$	83,176	97.9	%
Severity	731		1.9		969		2.3		1,521		2.1		1,769		2.1
Total	$	37,905	100.0	%	$	42,824	100.0	%	$	73,930	100.0	%	$	84,945	100.0	%

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We expect that acquisition costs will be higher for frequency business than for severity business. For the three months ended June 30, 2012 and 2011 , the acquisition cost ratios for frequency business were 29.7% and 39.9% , respectively. The acquisition cost ratios for severity business were 15.0% and 37.9% for the three months ended June 30, 2012 and 2011 , respectively. Overall, our total acquisition cost ratio decreased to 29.2% for the three months ended June 30, 2012 from 39.9% for the corresponding period in 2011 .

For the three months ended June 30, 2012 , the decrease in the frequency acquisition cost ratio primarily related to the change in mix of business. The personal automobile contracts which carry lower ceding commissions than our other frequency contracts, accounted for approximately 50% of frequency earned premiums for the three months ended June 30, 2012. Therefore, the increase in the volume of personal automobile business resulted in a decrease in the overall frequency acquisition cost ratio. Additionally, due to the adverse loss development on a Florida homeowners' contract, the sliding scale ceding commissions were adjusted downward which also contributed to the decrease in acquisition costs.

For the three months ended June 30, 2012 , there was a decrease in the severity acquisition cost ratio from 37.9% to 15.0% which was principally related to a multi-year professional liability excess of loss contract where we are holding a profit commission payable to the client and accrue interest on the amount payable. We record this interest expense as an acquisition cost included in underwriting expense since it is directly related to the profit commission payable on this contract. Given that all the premiums on this contract were earned in prior periods, the interest expense is expected to continue accruing until the profit commission is paid. While the amount of interest expense is fairly fixed, any variation in the severity earned premiums impacts the overall acquisition cost ratio. Since the severity earned premiums were approximately 91% higher during the three months ended June 30, 2012 compared to the same period in 2011, the acquisition cost ratio for the three months ended June 30, 2012 decreased compared to the same period in 2011 .

For the six months ended June 30, 2012 and 2011 , the acquisition cost ratios for frequency business were 32.6% and 41.0% , respectively. The decrease was primarily due to the same reasons discussed above for the three months ended June 30, 2012 .

For the six months ended June 30, 2012 and 2011 , the acquisition cost ratios for severity business were 15.9% and 18.8% , respectively. The decrease was primarily related to the multi-year professional liability contract discussed in the preceding paragraph.

General and Administrative Expenses

For the three months ended June 30, 2012 and 2011 , our general and administrative expenses were $4.4 million and $4.3 million , respectively. General and administrative expenses for the three months ended June 30, 2012 and 2011 included $0.9 million and $1.0 million , respectively, for the expensing of the fair value of stock options and restricted stock granted to employees and directors.

For the six months ended June 30, 2012 and 2011 , our general and administrative expenses were $9.0 million and $9.3 million , respectively. General and administrative expenses for the six months ended June 30, 2012 and 2011 include $1.8 million and $2.0 million , respectively, for the expensing of the fair value of stock options and restricted stock granted to employees and directors.

Net Investment Income (Loss)

A summary of our net investment income (loss) for the three and six months ended June 30, 2012 and 2011 is as follows:



	Three months ended June 30,						Six months ended June 30,
	2012			2011			2012			2011
	($ in thousands)						($ in thousands)
Realized gains (losses) and change in unrealized gains and losses, net	$	(39,080	)	$	(14,563	)	$	58,252		$	(42,856	)
Interest, dividend and other income	6,112			7,228			8,664			9,736
Interest, dividend and other expenses	(8,866		)	(8,352		)	(16,076		)	(14,891		)
Investment advisor compensation	4,938			(3,782		)	(16,129		)	(7,634		)
Net investment income (loss)	$	(36,896	)	$	(19,469	)	$	34,711		$	(55,645	)

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For the three months ended June 30, 2012 , investment income, net of all fees and expenses, resulted in a loss of 3.3% on our investment portfolio. This compares to a loss of 1.9% for the same period in 2011. For the three months ended June 30, 2012 , our long portfolio reported gross losses of 10.2% which was partially offset by gross gains of 6.3% on our short portfolio.

For the six months ended June 30, 2012 , investment income, net of all fees and expenses, resulted in a return of 3.0% on our investment portfolio. This compares to a loss of 5.2% reported for the same 2011 period. For the six months ended June 30, 2012 , our long portfolio reported a gross gain of 5.4% which was partially offset by gross losses on our short portfolio of 0.9% .

For the three months ended June 30, 2012 and 2011 , included in investment advisor compensation was $4.2 million and $3.8 million , respectively, relating to management fees paid to DME Advisors.

For the six months ended June 30, 2012 , included in investment advisor compensation was $8.3 million ( June 30, 2011 : $7.6 million ) relating to management fees paid to DME Advisors.

Pursuant to the Advisory Agreement, performance compensation equal to 20% of the net income of the Company’s share of the account managed by DME Advisors is payable to DME Advisors, subject to a loss carry forward provision. The loss carry forward provision allows DME Advisors to earn reduced incentive compensation of 10% on net investment income in any year subsequent to the year in which the investment account incurs a loss, until all the losses are recouped and an additional amount equal to 150% of the aggregate investment loss is earned. Included in investment advisor compensation for the three and six months ended June 30, 2012 was performance compensation reversal of $9.1 million and an expense of $7.9 million , respectively. The reversal was a result of negative investment return for the three months ended June 30, 2012, while the year-to-date investment return remained positive. No performance compensation was recorded for the three and six months ended June 30, 2011 due to a net loss being reported during the three and six months ended June 30, 2011 .

Our investment advisor, DME Advisors, and its affiliates manage and expect to manage other client accounts besides ours, some of which have investment objectives similar to ours. To comply with Regulation FD, our investment returns are posted on our website on a monthly basis. Additionally, our website ( www.greenlightre.ky ) provides the names of the largest disclosed long positions in our investment portfolio as of the last business day of the month of the relevant posting, as well as information on our long and short exposures. DME Advisors may choose not to disclose certain positions to its clients in order to protect its investment strategy. Therefore, we present on our website the largest long positions and exposure information as disclosed by DME Advisors or its affiliates to us and their other clients.

Income Taxes

We are not obligated to pay any taxes in the Cayman Islands on either income or capital gains. We have been granted an exemption by the Governor-In-Cabinet from any taxes that may be imposed in the Cayman Islands for a period of 20 years, expiring on February 1, 2025.

GRIL is incorporated in Ireland and, therefore, is subject to the Irish corporation tax. GRIL is expected to be taxed at a rate of 12.5% on its taxable trading income, and 25% on its non-trading income, if any.

Verdant is incorporated in Delaware and, therefore, is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the Internal Revenue Service. Verdant’s taxable income is expected to be taxed at a rate of 35%.

As of June 30, 2012 , a deferred tax asset of $0.1 million ( December 31, 2011 : $0.1 million ) resulting solely from the temporary differences in recognition of expenses for tax purposes was included in other assets on the condensed consolidated balance sheets. As of June 30, 2012 , an accrual for current taxes payable of $0.3 million ( December 31, 2011 : $0.2 million ) was recorded in other liabilities on the condensed consolidated balance sheets. Based on the timing of the reversal of the temporary differences and likelihood of generating sufficient taxable income to realize the future tax benefit, management believes it is more likely than not that the deferred tax asset will be fully realized in the future and therefore no valuation allowance has been recorded. The Company has not taken any tax positions that are subject to uncertainty or that are reasonably likely to have a material impact to the Company, GRIL or Verdant.

Ratio Analysis

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Due to the opportunistic and customized nature of our underwriting operations, we expect to report different loss and expense ratios in both our frequency and severity businesses from period to period.

The following table provides the ratios for the six months ended June 30, 2012 and 2011 :



	Six months ended June 30, 2012						Six months ended June 30, 2011
	Frequency		Severity		Total		Frequency		Severity		Total

Loss ratio	67.5	%	7.9	%	65.0	%	57.7	%	58.6	%	57.7	%
Acquisition cost ratio	32.6	%	15.9	%	31.9	%	41.0	%	18.8	%	40	%
Composite ratio	100.1	%	23.8	%	96.9	%	98.7	%	77.4	%	97.7	%
Internal expense ratio					3.9	%					4.4	%
Combined ratio					100.8	%					102.1	%

The loss ratio is calculated by dividing loss and loss adjustment expenses incurred by net premiums earned. We expect that the loss ratio will be volatile for our severity business and may exceed that of our frequency business in certain periods. Given that we opportunistically underwrite a concentrated portfolio across several lines of business that have varying expected loss ratios, we can expect there to be significant annual variations in the loss ratios reported from our frequency business. In addition, the loss ratios for both frequency and severity business can vary depending on the lines of business written.

The acquisition cost ratio is calculated by dividing acquisition costs by net premiums earned. This ratio demonstrates the higher acquisition costs incurred for our frequency business than for our severity business.

The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses and acquisition costs, excluding general and administrative expenses, to net premiums earned. Similar to the loss ratio, we expect that this ratio will be more volatile for our severity business depending on loss activity in any particular period.

The internal expense ratio is the ratio of all general and administrative expenses to net premiums earned.

The combined ratio is the sum of the composite ratio and the internal expense ratio. The combined ratio measures the total profitability of our underwriting operations and does not take net investment income or loss into account. Given the nature of our opportunistic underwriting strategy, we expect that our combined ratio may also be volatile from period to period.

Financial Condition

Investments and Due to Prime Brokers

Our long investments (including financial contracts receivable) reported in the condensed consolidated balance sheets as of June 30, 2012 were $1,230.3 million compared to $1,053.8 million as of December 31, 2011 , an increase of $176.5 million , or 16.7% , due to an increase in unrealized gains on our long investments as well as additional purchases of long investments during the six months ended June 30, 2012 . As of June 30, 2012 , our exposure to long investments increased to 104% , compared to 89% as of December 31, 2011 , while our exposure to short investments increased to 53% , compared to 52% as of December 31, 2011 , as we increased the number and size of long and short positions in our portfolio. This exposure analysis is conducted on a notional basis and does not include gold, CDS, sovereign debt, cash, foreign currency positions, interest rate options and other macro positions.

From time to time, we incur indebtedness to our prime brokers to implement our investment strategy in accordance with our investment guidelines. As of June 30, 2012 , we had borrowed $126.9 million ( December 31, 2011 : $4.3 million ) from our prime brokers in order to purchase investment securities and $238.1 million ( December 31, 2011 : $256.1 million ) under term margin agreements from prime brokers to provide collateral for our letters of credit outstanding. The increase in amounts borrowed from prime brokers for investing was due to the increase in our exposure to long and short investments during the six months ended June 30, 2012 . The decrease in the collateral for letters of credit was a result of a decrease in letters of credit outstanding under those term margin agreements and letter of credit facility agreements whereby we pledge certain investment

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securities to borrow cash from the prime brokers.

Our investment portfolio, including any derivatives, is valued at fair value and any unrealized gains or losses are reflected in net investment income (loss) in the condensed consolidated statements of income. As of June 30, 2012 , 90.2% ( December 31, 2011 : 86.3% ) of our investment portfolio (excluding restricted and unrestricted cash and cash equivalents) was comprised of investments valued based on quoted prices in actively traded markets (Level 1), 7.8% ( December 31, 2011 : 11.9% ) was comprised of securities valued based on observable inputs other than quoted prices (Level 2) and 2.0% ( December 31, 2011 : 1.8% ) was comprised of securities valued based on non-observable inputs (Level 3).

In determining whether a market for a financial instrument is active or inactive, we obtain information from DME Advisors, our investment advisor, based on feedback they receive from executing brokers, market makers and in-house traders to assess the level of market activity and available liquidity for any given financial instrument. Where a financial instrument is valued based on broker quotes, DME Advisors requests multiple quotes. The ultimate value is based on an average of the quotes obtained. Broker quoted prices are generally not adjusted in determining the ultimate values and are obtained with the expectation of the quotes being binding. As of June 30, 2012 , $142.2 million ( December 31, 2011 : $182.8 million ) of our investments (longs, shorts and derivatives) were valued based on broker quotes, of which $134.8 million ( December 31, 2011 : $174.9 million ) were based on broker quotes that utilized observable market information and classified as Level 2 fair value measurements, and $7.4 million ( December 31, 2011 : $7.9 million ) were based on broker quotes that utilized non-observable inputs and classified as Level 3 fair value measurements.

During the three months ended June 30, 2012 , equity securities with a fair value of $1.1 million on the date of transfer, were transferred from Level 3 to Level 2 classification. These securities became publicly listed and commenced trading on an exchange during the quarter. However, due to a lock-up period, the securities held in our investment portfolio are restricted from being traded for 120 days. Therefore, a discount factor has been applied to determine the fair value of these securities as of June 30, 2012 and these securities have been classified as Level 2. A detailed reconciliation of Level 3 investments is presented in Note 3 of the accompanying condensed consolidated financial statements. No other transfers into or out of Level 3 took place during the three and six months ended June 30, 2012.

During the three months ended June 30, 2012, equity securities with a fair value of $29.4 million on the date of transfer, were transferred from a Level 2 to a Level 1 classification as the lock-up period on these securities ended and a discount factor was no longer applied in determining the fair value of these securities.

Non-observable inputs used by our investment advisor include discounted cash flow models for valuing certain corporate debt instruments. In addition, other non-observable inputs include the use of investment manager statements and management estimates based on third party appraisals of underlying assets for valuing private equity investments.

Restricted Cash and Cash Equivalents; Securities Sold, Not Yet Purchased

As of June 30, 2012 , our securities sold, not yet purchased decreased by $20.3 million , or 3.0% , to $663.5 million from $683.8 million at December 31, 2011 . This decrease was primarily the result of the disposal of certain sovereign debt instruments, sold short. For the same period, our restricted cash decreased from $957.5 million to $922.9 million , a decrease of $34.6 million , or 3.6% , primarily as a result of needing less collateral to support the overall reduction in securities sold short.

Although the amount of securities sold, not yet purchased decreased during the first six months of 2012, our reported exposure to short investments increased marginally to 53% compared to 52% as of December 31, 2011. The reported exposure did not decrease in line with the decrease in the amount of securities sold, not yet purchased because sovereign debt instruments are excluded from our investment exposure calculation.

Loss and Loss Adjustment Expense Reserves; Loss and Loss Expenses Recoverable

Reserves for loss and loss adjustment expenses as of June 30, 2012 and December 31, 2011 were comprised of the following table:

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	June 30, 2012						December 31, 2011
	Case Reserves		IBNR		Total		Case Reserves		IBNR		Total
	($ in thousands)
Frequency	$	121,203	$	140,167	$	261,370	$	85,186	$	117,850	$	203,036
Severity	11,817		21,460		33,277		18,136		20,107		38,243
Total	$	133,020	$	161,627	$	294,647	$	103,322	$	137,957	$	241,279

The increase in frequency loss reserves is principally a result of estimated losses incurred associated with the additional premiums earned during the six months ended June 30, 2012 . The decrease in severity case reserves is due to loss payments being made on older severity contracts. For most of our contracts written as of June 30, 2012 , our risk exposure is limited by the fact that the contracts have defined limits of liability. Once the loss limit for a contract has been reached, we have no further exposure to additional losses from that contract. However, certain contracts, particularly quota share contracts that relate to first dollar exposure, may not contain aggregate limits.

Our severity business includes contracts that contain or may contain natural peril loss exposure. As of July 27, 2012, our maximum aggregate loss exposure to any series of natural peril events was $110.6 million . For purposes of the preceding sentence, aggregate loss exposure is net of any retrocession and is equal to the difference between the aggregate limits available in the contracts that contain natural peril exposure minus reinstatement premiums, if any, for the same contracts. We categorize peak zones as: United States, Europe, Japan and the rest of the world. The following table provides single event loss exposure and aggregate loss exposure information for the peak zones of our natural peril coverage as of the date of this filing:



Zone	Single Event Loss		Aggregate Loss
	($ in thousands)
United States (1)	$	77,060	$	110,640
Europe	47,500		49,500
Japan	47,500		49,500
Rest of the world	47,500		49,500
Maximum Aggregate	77,060		110,640

(1) Includes the Caribbean

For the six months ended June 30, 2012 , loss and loss expenses recoverable increased by $7.2 million , or 24.0% , to $36.9 million principally due to the increase in ceded premiums relating to a Florida homeowners' contract, and to a lesser extent, due to our prior year multi-line retroceded contracts which experienced adverse loss development as a result of an increase in large losses on the corresponding assumed quota share contracts.

Shareholders’ Equity

Total equity reported on the balance sheet, which includes non-controlling interest, was unchanged at $845.7 million as of June 30, 2012 compared to $845.7 million as of December 31, 2011 . Retained earnings increased due to net income of $29.1 million reported for the three months ended June 30, 2012 , while the non-controlling interest decreased by $30.8 million primarily due to withdrawal of funds by DME Advisors from the joint venture during the six months ended June 30, 2012 .

Liquidity and Capital Resources

General

We are organized as a holding company with no operations of our own. As a holding company, we have minimal continuing cash needs, most of which are related to the payment of administrative expenses. All of our underwriting operations are conducted through our wholly-owned reinsurance subsidiaries, Greenlight Re and GRIL, which underwrite risks associated with our property and casualty reinsurance programs. There are restrictions on each of Greenlight Re’s and GRIL’s ability to pay dividends which are described in more detail below. It is our current policy to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.

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As of June 30, 2012 , Greenlight Re was rated “A (Excellent)” with a stable outlook, while GRIL was rated "A- (Excellent)" with a stable outlook by A.M. Best. The ratings reflect A.M. Best’s opinion of our reinsurance subsidiaries’ financial strength, operating performance and ability to meet obligations and it is not an evaluation directed toward the protection of investors or a recommendation to buy, sell or hold our Class A ordinary shares.

Sources and Uses of Funds

Our sources of funds primarily consist of premium receipts (net of brokerage and ceding commissions), investment income (net of advisory compensation and investment expenses), including realized gains, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions and general and administrative expenses. Substantially all of our funds, including shareholders’ capital, net of funds required for cash liquidity purposes, are invested by DME Advisors in accordance with our investment guidelines. As of June 30, 2012 , approximately 94% of our investments were comprised of publicly-traded equity securities and gold bullion which can be readily liquidated to meet current and future liabilities. As of June 30, 2012 , the majority of our investments were valued based on quoted prices in active markets for identical assets (Level 1). Given our value-oriented long and short investment strategy, if markets are distressed we would expect the liability of the short portfolio to decline. Any reduction in the liability would cause our need for restricted cash to decrease and thereby free up cash to be used for any purpose. Additionally, since the majority of our invested assets are liquid, even in distressed markets, we believe securities can be sold or covered to generate cash to pay claims. Since we classify our investments as "trading," we book all gains and losses (including unrealized gains and losses) on all our investments (including derivatives) as net investment income in our condensed consolidated statements of income for each reporting period.

For the six months ended June 30, 2012 , we used $0.1 million in cash from operations principally for underwriting activities. We used $30.9 million in net investing activities which included $34.0 million withdrawn by our investment advisor to reduce its non-controlling interest in the joint venture. Our short-term borrowings from prime brokers also increased by $104.6 million as a result of increases in the long and short exposures of our investment portfolio. There were no notable cash flows related to financing activities during the six months ended June 30, 2012 .

As of June 30, 2012 , we believe we have sufficient cash flow from operations to meet our foreseeable liquidity requirements. We expect that our operational needs for liquidity will be met by cash, funds generated from underwriting activities and investment income, including realized gains. As of June 30, 2012 , we had no plans to issue debt and expect to fund our operations for the next 12 months from operating cash flow. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business strategy, pay claims or make acquisitions.

Although GLRE is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are each subject to regulatory minimum capital requirements and regulatory constraints that affect their ability to pay dividends to us. In addition, any dividend payment would have to be approved by the relevant regulatory authorities prior to payment. As of June 30, 2012 , Greenlight Re and GRIL both exceeded the regulatory minimum capital requirements.

Letters of Credit

As of June 30, 2012 , neither Greenlight Re nor GRIL was licensed or admitted as a reinsurer in any jurisdiction other than the Cayman Islands and the European Economic Area, respectively. Because many jurisdictions do not permit domestic insurance companies to take credit on their statutory financial statements, unless appropriate measures are in place from reinsurance obtained from unlicensed or non-admitted insurers, we anticipate that all of our U.S. clients and some of our non-U.S. clients will require us to provide collateral through funds withheld, trust arrangements, letters of credit or a combination thereof.

As of June 30, 2012 , we had four letter of credit facilities totaling $760.0 million (December 31, 2011: $760.0 million ) with various financial institutions. See Note 8 of the accompanying condensed consolidated financial statements for details on each of these facilities. As of June 30, 2012 , an aggregate amount of $395.8 million ( December 31, 2011 : $382.8 million ) in letters of credit was issued under these facilities. Under these facilities, we provide collateral that may consist of equity securities, restricted cash, and cash equivalents. At June 30, 2012 , total equity securities, restricted cash, and cash and cash equivalents with a fair value in the aggregate of $404.8 million ( December 31, 2011 : $410.5 million ) were pledged as security against the letters of credit issued.

Each of the facilities contain customary events of default and restrictive covenants, including but not limited to, limitations on liens on collateral, transactions with affiliates, mergers and sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements, and restricts issuance of any debt without the consent of the letter of credit

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provider. Additionally, if an event of default exists, as defined in the letter of credit facilities, Greenlight Re would be prohibited from paying dividends to its parent company. The Company was in compliance with all the covenants of each of these facilities for the six months ended June 30, 2012 .

Capital

Our capital structure currently consists entirely of equity issued in two separate classes of ordinary shares. We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy. Consequently, we do not presently anticipate that we will incur any material indebtedness in the ordinary course of our business other than temporary borrowing directly related to the management of our investment portfolio. In order to provide us with additional flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions and other general corporate purposes, on June 22, 2012, we renewed our Form S-3 registration statement , which expires in June 2015 unless renewed. We did not make any significant commitments for capital expenditures during the six months ended June 30, 2012 .

On August 5, 2008, our Board of Directors adopted a share repurchase plan authorizing the Company to repurchase Class A ordinary shares. From time to time, the repurchase plan has been modified at the election of our Board of Directors. On April 26, 2012, our Board of Directors extended the duration of the repurchase plan from June 30, 2012 to June 30, 2013. The Company is not required to repurchase any of Class A ordinary shares and the repurchase plan may be modified, suspended or terminated at any time without prior notice. As of June 30, 2012 , the Company was authorized to purchase up to 1,771,100 of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market or through privately negotiated transactions. No Class A ordinary shares were repurchased by the Company during the six months ended June 30, 2012.

On April 28, 2010, our shareholders approved an amendment to our stock incentive plan to increase the number of Class A ordinary shares available for issuance from 2.0 million to 3.5 million. As of June 30, 2012 , there were 1,182,269 Class A ordinary shares available for future issuance.

On September 26, 2011, A.M. Best upgraded the rating for our reinsurance subsidiary, Greenlight Re from "A- (Excellent)" to "A (Excellent)" and reaffirmed the "A− (Excellent)" rating for GRIL. These ratings reflect the rating agency’s opinion of our reinsurance subsidiaries’ financial strength, operating performance and ability to meet obligations. If an independent rating agency downgrades our ratings below "A- (Excellent)" or withdraws our rating, we could be severely limited or prevented from writing any new reinsurance contracts, which would significantly and negatively affect our business. Insurer financial strength ratings are based upon factors relevant to policyholders and are not directed toward the protection of investors. Our A.M. Best ratings may be revised or revoked at the sole discretion of the rating agency.

Contractual Obligations and Commitments

The following table shows our aggregate contractual obligations as of June 30, 2012 by time period remaining:



	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
	($ in thousands)
Operating lease obligations (1)	$	372	$	744	$	636	$	277	$	2,029
Specialist service agreement	500		300		—		—		800
Private equity and limited partnerships (2)	19,037		—		—		—		19,037
Loss and loss adjustment expense reserves (3)	144,789		111,879		28,633		9,346		294,647
	$	164,698	$	112,923	$	29,269	$	9,623	$	316,513

(1) Reflects our contractual obligations pursuant to the lease agreements as described below.

(2) As of June 30, 2012 , we had made total commitments of $47.8 million in private investments of which we have invested $28.8 million , and our remaining commitments to these investments total $19.0 million . Given the nature of the private equity investments, we are unable to determine with any degree of accuracy as to when the commitments will be called. As such, for the purposes of the above table, we have assumed that all commitments with no fixed payment schedule will be made within one year. Under our investment guidelines, in effect as of the date hereof, no more than 10% of the assets in the investment portfolio may be held in private equity securities without specific approval from the Board of Directors.

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(3) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.

GLRE has entered into a ten year lease agreement for office space in the Cayman Islands with the option to renew for an additional five year term. The lease term is effective from July 1, 2008 and ends on June 30, 2018. Under the terms of the lease agreement, our minimum annual rent payments are $253,539 for the first three years, increasing by 3% thereafter each year to reach $311,821 by the tenth year. The minimum lease payment obligations are included in the above table under operating lease obligations and in Note 8 to the accompanying condensed consolidated financial statements.

GRIL has entered into a lease agreement for office space in Dublin, Ireland. Under the terms of this lease agreement, GRIL is committed to average annual rent payments denominated in Euros approximating €67,528 until May 2016 (net of rent inducements), and adjusted to the prevailing market rates for each of the three subsequent five-year terms. GRIL has the option to terminate the lease agreement in 2016 and 2021. The minimum lease payment obligations are included in the above table under operating lease obligations and in Note 8 to the accompanying condensed consolidated financial statements.

We have entered into a service agreement with a specialist service provider for the provision of administration and support in developing and maintaining business relationships, reviewing and recommending programs and managing risks relating to certain specialty lines of business. The specialist service provider does not have any authority to bind the Company to any reinsurance contracts. Under the terms of the agreement, the Company has committed to quarterly payments to the specialist service provider. If the agreement is terminated, the Company is obligated to make minimum payments for another two years to ensure any contracts to which the Company is bound are adequately administered by the specialist service provider. The minimum payments are included in the above table under specialist service agreement and in Note 8 to the accompanying condensed consolidated financial statements.

On January 1, 2008, we entered into an Advisory Agreement wherein the Company and DME Advisors agreed to create a joint venture for the purposes of managing certain jointly-held assets. The Advisory Agreement was amended effective August 31, 2010 to include GRIL as a participant to the agreement. The term of the amended agreement is August 31, 2010 through December 31, 2013, with automatic three-year renewals unless 90 days prior to the end of the then current term, either DME Advisors terminates the agreement or any of the participants notifies DME Advisors of its desire to withdraw from the agreement. Pursuant to the Advisory Agreement, we pay a monthly management fee of 0.125% on our share of the assets managed by DME Advisors and performance allocation of 20% on the net investment income of the Company’s share of assets managed by DME Advisors subject to a loss carry forward provision. The loss carry forward provision allows DME Advisors to earn reduced incentive compensation of 10% on net investment income in any year subsequent to the year in which the investment account incurs a loss, until all the losses are recouped and an additional amount equal to 150% of the aggregate loss is earned. DME Advisors is not entitled to earn performance compensation in a year in which the investment portfolio incurs a loss. For the six months ended June 30, 2012 , performance allocation of $7.9 million was included in net investment income for the period and was accrued and included in the condensed consolidated balance sheets at June 30, 2012 , as performance compensation payable to a related party.

In February 2007, we entered into a service agreement with DME Advisors pursuant to which DME Advisors will provide investor relations services to us for compensation of $5,000 per month plus expenses. The agreement had an initial term of one year, and continues for sequential one-year periods until terminated by us or DME Advisors. Either party may terminate the agreement for any reason with 30 days prior written notice to the other party.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, other than those derivatives in our investment portfolio that are disclosed in the condensed consolidated financial statements, which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We believe we are principally exposed to the following types of market risk:

• equity price risk;

• foreign currency risk;

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• interest rate risk;

• credit risk;

• effects of inflation; and

• political risk.

Equity Price Risk

As of June 30, 2012 , our investment portfolio consisted of long and short equity securities, along with certain equity-based derivative instruments, the carrying values of which are primarily based on quoted market prices. Generally, market prices of common equity securities are subject to fluctuation, which could cause the amount to be realized upon the closing of the position to differ significantly from their current reported value. This risk is partly mitigated by the presence of both long and short equity securities. As of June 30, 2012 , a 10% decline in the price of each of these listed equity securities and equity-based derivative instruments would result in a $52.8 million, or 4.8%, decline in the fair value of our total investment portfolio.

Computations of the prospective effects of hypothetical equity price changes are based on numerous assumptions, including the maintenance of the existing level and composition of investment securities and should not be relied on as indicative of future results.

Foreign Currency Risk

Certain of our reinsurance contracts provide that ultimate losses may be payable or calculated in foreign currencies depending on the country of original loss. Foreign currency exchange rate risk exists to the extent that there is an increase in the exchange rate of the foreign currency in which losses are ultimately owed. As of June 30, 2012 , we had loss reserves reported in foreign currencies of £9.0 million . Additionally, we are exposed to fluctuations in foreign currencies on certain worldwide catastrophe aggregate loss contracts where the thresholds for losses entering into our layers of coverage are denominated in U.S. dollars while the underlying losses on these contracts are determined by the insurer in foreign currencies. Changes in currency exchange rates may result in aggregated losses that were not previously expected to attach to our layer, subsequently breaching into our coverage layer, or vice versa. As of June 30, 2012 , we estimated that a 10% decrease in the U.S dollar against both the New Zealand dollar and the Australian dollar (all else being constant) would result in additional estimated loss reserves of $1.4 million on an aggregate loss contract. Alternatively, a 10% increase in the U.S dollar against both the New Zealand dollar and the Australian dollar, would result in a reduction of $2.2 million in our recorded loss reserves.

While we do not seek to specifically match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and would consider the use of forward foreign currency exchange contracts in an effort to mitigate against adverse foreign currency movements.

We are also exposed to foreign currency risk through cash, forwards, options and investments in securities denominated in foreign currencies. Foreign currency exchange rate risk is the potential for adverse changes in the U.S. dollar value of investments (long and short), speculative foreign currency options and cash positions due to a change in the exchange rate of the foreign currency in which cash and financial instruments are denominated. As of June 30, 2012 , some of our currency exposure resulting from foreign denominated securities (longs and shorts) was reduced by offsetting cash balances (shorts and longs) denominated in the corresponding foreign currencies.

The following table summarizes the net impact that a 10% increase and decrease in the value of the U.S. dollar against select foreign currencies would have on the value of our investment portfolio as of June 30, 2012 :

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	10% increase in U.S. dollar				10% decrease in U.S. dollar
Foreign Currency	Change in fair value		Change in fair value as % of investment portfolio		Change in fair value			Change in fair value as % of investment portfolio
	($ in thousands)
British Pounds	$	133	—	%	$	(133	)	—	%
Euro	16,721		1.5		(4,657		)	(0.4	)
Japanese Yen	29,616		2.7		(8,746		)	(0.8	)
Swiss Franc	688		0.1		(688		)	(0.1	)
Other	249		—		(249		)	—
Total	$	47,407	4.3	%	$	(14,473	)	(1.3	)%

Computations of the prospective effects of hypothetical currency price changes are based on numerous assumptions, including the maintenance of the existing level and composition of investment securities denominated in foreign currencies and related foreign currency instruments, and should not be relied on as indicative of future results.

Interest Rate Risk

Our investment portfolio includes interest rate sensitive securities, such as corporate and sovereign debt instruments, CDS, interest rate options and futures. The primary market risk exposure for any debt instrument is interest rate risk. As interest rates rise, the market value of our long fixed-income portfolio falls, and the opposite is also true as interest rates fall. Additionally, some of our derivative investments may also be credit sensitive and their value may indirectly fluctuate with changes in interest rates.

The following table summarizes the impact that a 100 basis point increase or decrease in interest rates would have on the value of our investment portfolio as of June 30, 2012 :



	100 basis point increase in interest rates					100 basis point decrease in interest rates
	Change in fair value			Change in fair value as % of investment portfolio		Change in fair value			Change in fair value as % of investment portfolio
	($ in thousands)
Debt instruments	$	7,386		0.7	%	$	(8,090	)	(0.7	)%
Credit default swaps	(117		)	—		117			—
Interest rate options	1,606			0.1		(451		)	—
Futures	19,702			1.8		(21,413		)	(1.9	)
Net exposure to interest rate risk	$	28,577		2.6	%	$	(29,837	)	(2.7	)%

For the purposes of the above table, the hypothetical impact of changes in interest rates on debt instruments, CDS, interest rate options and futures was determined based on the interest rates applicable to each instrument individually. We periodically monitor our net exposure to interest rate risk and generally do not expect changes in interest rates to have a materially adverse impact on our operations.

Credit Risk

We are exposed to credit risk primarily from the possibility that counterparties may default on their obligations to us. The amount of the maximum exposure to credit risk is indicated by the carrying value of our financial assets including notes receivable. Our notes receivable are due from parties whom we consider our strategic partners and we evaluate their financial condition and monitor our exposure to them on a regular basis.

In addition, the securities, commodities, and cash in our investment portfolio are held with several prime brokers, subjecting us to the related credit risk from the possibility that one or more of them may default on their obligations to us. We

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closely and regularly monitor our concentration of credit risk with each prime broker and if necessary, transfer cash or securities between prime brokers to diversify and mitigate our credit risk. Other than our investment in derivative contracts and corporate debt, if any, and the fact that our investments and majority of cash balances are held by prime brokers on our behalf, we have no other significant concentrations of credit risk.

Effects of Inflation

We do not believe that inflation has had or will have a material effect on our combined results of operations, except insofar as inflation may affect interest rates and asset values in our investment portfolio.

Political Risk

We are exposed to political risk to the extent that DME Advisors, on our behalf and subject to our investment guidelines, trade securities that are listed on various U.S. and foreign exchanges and markets. The governments in any of these jurisdictions could impose restrictions, regulations or other measures, which may have a material adverse impact on our investment strategy. We are not currently exposed to political risk coverage on our insurance contracts, however, changes in government laws and regulations may impact our underwriting operations (see Item 1A "Risk Factors" contained in our annual report on Form 10-K for the fiscal year ended December 31, 2011 ).

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC") is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

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PART II — OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results.

Item 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in Item 1A "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 , as filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of July 27, 2012, there have been no material changes to the risk factors disclosed in Item 1A "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 , as filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 5, 2008, our Board of Directors adopted a share repurchase plan authorizing the Company to repurchase Class A ordinary shares. From time to time, the repurchase plan has been modified at the election of our Board of Directors. As of June 30, 2012 , the Company was authorized to purchase up to 1,771,100 of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market or through privately negotiated transactions. On April 26, 2012, our Board of Directors extended the duration of the repurchase plan from June 30, 2012 to June 30, 2013. The Company is not required to make any repurchase of Class A ordinary shares and the repurchase plan may be modified, suspended or terminated at any time without prior notice. No Class A ordinary shares were repurchased by the Company during the six months ended June 30, 2012.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable

Item 5. OTHER INFORMATION

On July 26, 2012, GLRE, Greenlight Re and Barton Hedges entered into an amended and restated employment agreement (the “Amended Agreement”), pursuant to which Mr. Hedges' employment agreement, dated as of July 27, 2011 and effective as of August 15, 2011 (the “Prior Agreement”) was amended and restated. The Amended Agreement eliminates: (i) a Change of Control of the Company (as defined in the Prior Agreement) as a basis for Good Reason (as defined in the Prior Agreement); and (ii) the definition of Change in Control of the Company. None of the other terms and conditions of the Prior Agreement, which were disclosed in a Form 8-K filed by GLRE on August 15, 2011 and are incorporated herein by reference, were modified in any material respect.

The foregoing is a summary of the Amended Agreement and is qualified in its entirety by the Amended Agreement filed herewith as Exhibit 10.1.

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Item 6. EXHIBITS



10.1	Amended and Restated Employment Agreement, dated July 26, 2012, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Barton Hedges.
12.1	Ratio of Earnings to Fixed Charges and Preferred Share Dividends
31.1	Certification of the Chief Executive Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of the Chief Financial Officer filed hereunder pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certification of the Chief Executive Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2	Certification of the Chief Financial Officer filed hereunder pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Income; (iii) the Condensed Consolidated Statements of Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements. (*)



*	The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	GREENLIGHT CAPITAL RE, LTD.
	(Registrant)
		/s/ Barton Hedges
	Name:	Barton Hedges
	Title:	Chief Executive Officer
	Date:	July 30, 2012
		/s/ Tim Courtis
	Name:	Tim Courtis
	Title:	Chief Financial Officer
	Date:	July 30, 2012

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of July 26, 2012 by and among Greenlight Capital Re, Ltd. (the “ Company ”), Greenlight Reinsurance, Ltd. (the “S ubsidiary ”, and together with the Company, the “ Employer ”) and Barton Hedges (“ Executive ”).

WHEREAS, the Employer previously entered into an employment agreement with Executive dated as of July 27, 2011 (the “ Prior Agreement ”) pursuant to which the Executive has served as the Chief Executive Officer (“CEO”) of the Employer as of the August 15, 2011 (the “Effective Date”); and

WHEREAS, the Employer desires to modify the Prior Agreement to eliminate a Change in Control of the Company as a basis for a Good Reason termination by Executive and Executive agrees to such modification; and

WHEREAS, the parties hereto desire that this Agreement supersede the Prior Agreement.

NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1. Employment . The Employer hereby agrees to employ Executive as the CEO, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth.

2. Employment Period . The period of employment of Executive by the Company under this Agreement (the “ Employment Period ”) shall commence on the Effective Date and shall continue until terminated by the Employer or the Executive in accordance with Section 6 of this Agreement. Executive's employment shall at all times be “at will” and not for a definite duration, and nothing contained herein shall confer upon Executive any contractual right to continued employment.

3. Position and Duties . During the Employment Period, Executive shall serve as CEO and shall report directly to the Board of Directors of the Company (the “Board”). Executive shall have those powers and duties normally associated with the position of CEO of entities comparable to the Employer and such other powers and duties as may be prescribed by the Board; provided that, such other powers and duties are consistent with Executive's position as CEO and do not violate any applicable laws or regulations. Executive shall perform his duties to the best of his abilities and shall devote all of his working time, attention and energies to the performance of his duties for the Employer. During the Employment Period, it is anticipated that Executive shall also serve as a member of the Board for no additional compensation, subject to his continued election to serve on the Board by the Company's shareholders. If requested by the Board, Executive shall also serve as an officer and/or director of other subsidiaries or affiliates of the Employer for no additional compensation.

4. Place of Performance . The Employer's principal place of business is the Cayman Islands. Executive shall be required to maintain a residence in the Cayman Islands as necessary to perform his duties hereunder. During the Employment Period, Executive shall comply with all Company policies, as may be amended from time to time, including, without limitation, conducting the business affairs of the Employer such that neither entity is deemed to be engaging in a trade or business within the United States.

5. Compensation and Related Matters .

(a) Base Salary and Bonus . During the Employment Period, the Subsidiary shall pay Executive a base salary at the rate of not less than US $500,000 per year (“ Base Salary ”). Executive's Base Salary shall be paid in equal installments in accordance with the Subsidiary's customary payroll practices. The Board shall periodically review Executive's Base Salary for increase (but not decrease), consistent with the compensation practices and guidelines of the Subsidiary. If Executive's Base Salary is increased by the Board, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, during the Employment Period, Executive shall be eligible for an annual bonus based on pre-established individual and Company performance metrics established by the Board (the “ Bonus ”). Executive shall be eligible to receive a discretionary Bonus with a target of 100% of Base Salary. Any Bonus earned during a calendar year shall be paid in accordance with the bonus payment provisions of the Company's applicable compensation plan (the “Compensation Plan”), as amended from time to time, and shall be subject to such other terms and conditions as are set forth therein.

(b) Expenses . During the Employment Period, the Subsidiary shall promptly reimburse Executive for all reasonable out-of-pocket expenses incurred by Executive in the ordinary course of the Employer's business and properly incurred and reported to the Subsidiary in accordance with its expense reimbursement policies and procedures. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section 5(b) does not constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) : (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

(c) Vacation . During the Employment Period, Executive shall be entitled to five (5) weeks of paid vacation per year to be used and accrued in accordance with the Employer's policies as they may be established from time to time. In addition to vacation, Executive shall be entitled to the number of sick days, personal days and national holidays per year to which other senior executive officers of the Employer with similar tenure are entitled under the Employer's policies, but in no event less than the minimum days mandated by Cayman Islands statutory requirements.

(d) Welfare and Pension Plans; Tax Preparation . During the Employment Period, Executive shall be entitled to participate in such employee benefit plans and insurance programs offered by the Employer (including, without limitation, the Subsidiary's statutory pension plan), or which it may adopt from time to time, for its employees, in accordance with Cayman Islands Laws and regulations from time to time in force and in accordance with the eligibility requirements for participation therein. In addition, during the Employment Period, the Subsidiary shall promptly reimburse Executive for his reasonable expenses incurred in having an accountant assist and prepare his annual tax return (such reimbursements to be made in accordance with Section 5(b) above).

(e) Housing Allowance . During the Employment Period, Executive shall be entitled to receive a Cayman Islands housing allowance of US $6,000 per month, payable no later than the end of the next succeeding calendar month after the month to which the payment relates. Executive will be

responsible for any taxes due on such allowance.

(f) Stock Options .

(i) Following the Effective Date, the Company granted Executive a stock option (an “Option”) to acquire 100,000 shares of the Company's Class A Ordinary Shares, $0.10 par value per share (“Shares”) at an exercise price per Share equal to the fair market value per Share as of the date of grant under such terms and conditions as provided for under the Company's existing stock incentive plan (the “Plan”) which are not inconsistent with clauses (ii) and (iii) below.

(ii) The Options described herein were granted subject to the following terms and conditions: (A) the Options shall be granted under and subject to the Plan; (B) the exercise price per Share subject to the Options is to the fair market value per Share as of the date of grant; (C) the Options vested 25% on the date of grant and shall vest as to 25% of the Shares subject thereto on each of the first three anniversaries of the date of grant; provided, that, the Options shall cease to vest upon Executive's termination of employment with the Employer; (D) the Options are exercisable for the ten (10) year period following the date of grant; provided, that, except as otherwise provided herein, upon Executive's termination of employment with the Employer for any reason, any unvested portion of the Options shall automatically terminate and the vested portion of the Options shall remain exercisable for 90 days after Executive's termination of employment with the Employer; and (E) the Options are evidenced by, and subject to, a stock option agreement whose terms and conditions are consistent with the terms hereof.

(iii) The Options provide that upon a termination of employment by the Employer for Cause (as defined below), the Options (whether or not vested) shall terminate. Upon a termination of employment due to Executive's death or Disability (as defined below), any unvested portion of the Options shall terminate and any vested portion shall remain exercisable for the remainder of its term. Upon a termination of employment by the Employer without Cause or by Executive for Good Reason (as defined below), any unvested portion of the Options shall vest, and the Options (including the portion which becomes vested pursuant to this clause (iii)) shall remain exercisable for the remainder of their term.

(iv) Subject to Executive's continuing employment with the Employer on the relevant date of grant, for each year after 2011, on the third Nasdaq trading day following the Company's release of earnings results for the quarterly periods ended on each of June 30, the Company shall grant Executive an additional Option as of such date with a Black-Scholes value of $500,000. All Options granted pursuant to this Section 5(f)(iv) shall be subject to the same terms and conditions as provided in Section 5(f) (ii) - (iii) above.

(g) Equity Compensation . Executive shall be eligible to receive discretionary long-term incentive equity awards in accordance with Company practice.

6. Termination . Executive's employment hereunder may be terminated under the following circumstances:

(a) Death . Executive's employment hereunder shall terminate upon his death.

(b) Disability . If, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder for an entire period of at least 90 consecutive days or 180 non-consecutive days within any 365-day period, the Employer shall have the right to terminate Executive's employment hereunder for “ Disability ,” and such termination in and

of itself shall not be, nor shall it be deemed to be, a breach of this Agreement.

(c) Cause . The Employer shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “ Cause ” shall mean Executive's (i) habitual drug or alcohol use which impairs the ability of Executive to perform his duties hereunder; (ii) conviction by a court of competent jurisdiction, or plea of “no contest” or guilty to a felony; (iii) engaging in fraud, embezzlement or any other willful misconduct with respect to the Employer or any of its affiliates (collectively, the “ Group ”); (iv) willfully violating the Restrictive Covenants set forth in Section 9 of this Agreement; (v) willfully failing or refusing to perform his duties hereunder (other than such failure caused by Executive's Disability or while on vacation) after a written demand for performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties; or (vi) breach of any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within ten (10) days after written notice thereof. The Employer shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive's employment for Cause and such action shall not give Executive Good Reason to terminate his employment.

(d) Good Reason . Executive may terminate his employment with the Employer for “Good Reason” within thirty (30) days after Executive has knowledge of the occurrence, without Executive's written consent, of one of the following events that has not been cured, if curable, within thirty (30) days after written notice thereof has been given by Executive to the Employer and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. “ Good Reason ” shall be limited to the following: (i) any material and adverse change to Executive's title or duties which is inconsistent with his duties set forth herein, (ii) a reduction of Executive's Base Salary, or (iii) a failure by the Employer to comply with any other material provisions of this Agreement.

(e) Without Cause . The Employer shall have the right to terminate Executive's employment hereunder without Cause at any time by providing Executive with a Notice of Termination and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

(f) Without Good Reason . Executive shall have the right to terminate his employment hereunder without Good Reason by providing the Employer with a Notice of Termination at least one hundred and eighty (180) days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

7. Termination Procedure .

(a) Notice of Termination . Any termination of Executive's employment by the Employer or by Executive (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13 of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

(b) Date of Termination . “ Date of Termination ” shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period),

(iii) if Executive's employment is terminated pursuant to Section 6(f), one hundred and eighty (180) days after Notice of Termination and (iv) if Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date that is within seventy-five (75) days after the giving of such notice as set forth in such Notice of Termination; provided , that , if applicable, the Notice of Termination shall not be effective until the cure period has expired and such event or events leading to such termination have not yet been cured.

8. Compensation Upon Termination . In the event Executive's employment is terminated other than due to the Executive's death, the Subsidiary shall provide Executive with the payments set forth below and shall not be required to provide any other payments or benefits to Executive upon such termination. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment and that prior to receiving any such payments under this Section 8, other than the Accrued Obligations (as defined below), and as a material condition thereof, Executive shall, if requested by the Employer, sign and agree to be bound by a general release of claims (a “ Release ”) against the Employer and its affiliates related to Executive's employment (and termination of employment) with the Employer in such form as the Board reasonably determines; provided , that , if Executive should fail to execute such Release within 45 days following the later of (i) Executive's Date of Termination or (ii) the date Executive actually receives an execution copy of such Release (which shall be delivered to Executive within ten (10) business days following his Date of Termination and if not timely delivered, this release condition will be deemed waived by the Company with respect to payments under this Section 8), the Subsidiary shall not have any obligations to provide the payments contemplated under this Section 8; provided further , that such release shall not limit, release or waive Executive's right to indemnification as provided for under Section 11 of this Agreement or otherwise by law or contract and shall not impose additional restrictive covenants of the type provided for under Section 9 of this Agreement. Upon Executive's termination of employment for any reason, upon the request of the Board, he shall resign any membership or positions that he then holds with the Employer or any of its affiliates.

(a) Termination By the Employer without Cause or By Executive for Good Reason . If Executive's employment is terminated by the Employer without Cause or by Executive for Good Reason:

(i) the Subsidiary shall pay to Executive: (A) his (1) accrued, but unpaid Base Salary earned through the Date of Termination and any accrued, but unused vacation pay through the Date of Termination payable as soon as practicable following such termination, but in no event later than two and one half months following the Date of Termination, and (2) earned, but unpaid Bonus earned under the terms of the Compensation Plan for years prior to the year in which the Date of Termination occurs payable in accordance with the terms of such plan (collectively, the “ Accrued Obligations ”); (B) the target Bonus Executive would have earned for the year of termination assuming targets had been achieved, pro-rated based on the number of days Executive was employed by the Employer during the year over the number of days in such year (the “ Pro-Rated Bonus ”) payable as soon as practicable following such termination, but in no event later than two and one half months following the Date of Termination; and

(ii) commencing on the Severance Payment Date (as defined below) and provided Executive does not breach Section 9 of this Agreement following his termination in which case all payments under this clause (ii) shall cease, the Subsidiary pay to Executive an amount equal to the sum of his annual rate of Base Salary and target Bonus (assuming targets had been achieved) payable over twelve (12) months in substantially equal monthly installments (the “Severance Payment”). For purposes of this Agreement, the “ Severance Payment Date ” shall mean the 60 ^th day following the Date of Termination. Notwithstanding the foregoing, if the Board (or its delegate) determines in its discretion that severance payments due under this Section 8(a)(ii) are “nonqualified deferred compensation” subject to Section 409A

of the Code and that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such severance payments shall commence on the first payroll date following the six month anniversary of the Date of Termination (the “ Specified Employee Severance Payment Date ”) (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received during the prior six-month period if no such delay had been imposed). In no event will the last installment payment be made later than December 31 of the year following the year in which such severance amounts are no longer subject to a substantial risk of forfeiture (within the meaning of Section 457A of the Code). For purposes of this Agreement, whether Executive is a “specified employee” will be determined in accordance with the written procedures adopted by the Board which are incorporated by reference herein; and

(iii) the Subsidiary shall provide Executive, his spouse and his dependents with the health insurance benefits that they were receiving immediately prior to the Date of Termination (the “Continued Benefits”), for one year following the Date of Termination; provided , that , if the Subsidiary is unable to continue the health insurance benefits following the Date of Termination, the Subsidiary shall pay Executive the cost of similar health insurance benefits, not to exceed the cost the Subsidiary would incur if Executive had continued to remain in the Subsidiary's health plans, such payments to be made no later than the one year anniversary of the Date of Termination;

(iv) the Subsidiary shall promptly reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; an

(v) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.

(b) Termination By the Employer for Cause or By Executive Without Good Reason . If Executive's employment is terminated by the Employer for Cause or by Executive (other than for Good Reason):

(i) the Subsidiary shall pay Executive, in accordance with the relevant payment provisions set forth in Section 8(a)(i), the Accrued Obligations;

(ii) the Subsidiary shall promptly reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and

(iii) Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Employer.

(c) Disability . During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“ Disability Period ”), Executive shall continue to receive his full compensation and benefits under this Agreement until his employment is terminated pursuant to Section 6(b), the cash portion of which shall be off-set, on a dollar for dollar basis, by any insurance or social security payments made to Executive relating to such disability. In the event Executive's employment is terminated for Disability pursuant to Section 6(b):

(i) the Subsidiary shall pay to Executive as soon as practicable following such termination, the Accrued Obligations and the Pro-Rated Bonus, in accordance with the relevant payment

provisions set forth in Section 8(a)(i); and

(ii) commencing on the Severance Payment Date, the Subsidiary shall continue to pay Executive, in monthly installments, his annual rate of Base Salary for the lesser of (A) one year following the Date of Termination or (B) until such time as any Employer long-term disability benefit plan becomes available to Executive. Notwithstanding the foregoing, if the Board (or its delegate) determines in its discretion that payments due under this Section 8(c)(ii) are “nonqualified deferred compensation” subject to Section 409A of the Code and that Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance issued thereunder, then such payments shall commence on the Specified Employee Severance Payment Date (with the first such payment being a lump sum equal to the aggregate severance payments Executive would have received during the prior six-month period if no such delay had been imposed). In no event will the last installment payment be made later than December 31 of the year following the year in which such severance amounts are no longer subject to a substantial risk of forfeiture (within the meaning of Section 457A of the Code); and

(iii) the Subsidiary shall provide Executive, his spouse and his dependents with the Continued Benefits for the lesser of (A) one year following the Date of Termination or (B) until such time as any Employer long-term disability benefit plan becomes available to Executive; provided , that , if the Subsidiary is unable to continue the health insurance benefits following the Date of Termination, the Subsidiary shall pay Executive the cost of similar health insurance benefits, not to exceed the cost the Subsidiary would incur if Executive had continued to remain in the Subsidiary's health plans, such payments to be made no later than the one year anniversary of the Date of Termination; and

(iv) the Subsidiary shall promptly reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and

(d) Death . If Executive's employment is terminated by his death:

(i) the Subsidiary shall pay to Executive's beneficiary, legal representatives or estate, as the case may be, the Accrued Obligations and Pro-Rated Bonus, in accordance with the relevant payment provisions set forth in Section 8(a)(i); and

(ii) the Subsidiary shall promptly reimburse Executive's beneficiary, legal representatives, or estate, as the case may be, pursuant to Section 5 for reasonable expenses incurred, but not paid prior to such termination of employment; and

(iii) Executive's spouse and dependents shall be entitled to continue receiving health insurance benefits that they were receiving as of the Date of Termination for one (1) year following Executive's death; provided , that , if the Subsidiary is unable to continue the health insurance benefits following the Date of Termination, the Subsidiary shall pay Executive's spouse and dependents the cost of similar health insurance benefits, not to exceed the cost the Company would incur if Executive had continued to remain in the Subsidiary's health plans, such payments to be made no later than the one year anniversary of the Date of Termination; and

(iv) Executive's beneficiary, legal representatives or estate, as the case may be,

shall be entitled to any other rights, compensation and benefits as may be due to any such persons or estate in accordance with the terms and provisions of any agreements, plans or programs of the Employer.

9. Restrictive Covenants .

(a) Acknowledgments . Executive acknowledges that: (i) as a result of Executive's employment by the Employer, Executive has obtained and will obtain Confidential Information (as defined below); (ii) the Confidential Information has been developed and created by the Group at substantial expense and the Confidential Information constitutes valuable proprietary assets; (iii) the Group will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Employment Period and thereafter, Executive should enter a Competitive Business (as defined herein) in violation of the provisions of this Agreement; (iv) the nature of the Group's business is such that it could be conducted anywhere in the world and that it is not limited to a geographic scope or region; (v) the Group will suffer substantial damage which will be difficult to compute if, during the Employment Period or thereafter, Executive should solicit or interfere with the Group's employees, clients or customers or should divulge Confidential Information relating to the business of the Group; (vi) the provisions of this Agreement are reasonable and necessary for the protection of the business of the Group; (vii) the Employer would not have hired or continued to employ Executive and the Company would not have granted the Options unless he agreed to be bound by the terms hereof; and (viii) the provisions of this Agreement will not preclude Executive from other gainful employment. “ Competitive Business ” as used in this Agreement shall mean any business which competes, directly or indirectly, with any aspect of the Group's business. “ Confidential Information ” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of the Group including, without limitation, any: (A) trade secrets, drawings, inventions, methodologies, mask works, ideas, processes, formulas, source and object codes, data, programs, software source documents, works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and all other work product of the Group, whether or not patentable or registrable under trademark, copyright, patent or similar laws; (B) information regarding plans for research, development, new service offerings and/or products, marketing, advertising and selling, distribution, business plans, business forecasts, budgets and unpublished financial statements, licenses, prices and costs, suppliers, customers or distribution arrangements; (C) any information regarding the skills and compensation of employees, suppliers, agents, and/or independent contractors of the Group; (D) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Group; (E) information about the Group's investment program, trading methodology, or portfolio holdings; or (F) any other information, data or the like that is labeled confidential or orally disclosed to Executive as confidential.

(b) Confidentiality . In consideration of the benefits provided for in this Agreement, Executive agrees not to, at any time, either during the Employment Period or thereafter, divulge, use, publish or in any other manner reveal, directly or indirectly, to any person, firm, corporation or any other form of business organization or arrangement and keep in the strictest confidence any Confidential Information, except (i) as may have been disclosed by the Executive in the good faith performance of his duties hereunder, (ii) with the Employer's express written consent, (iii) to the extent that any such information is in or becomes in the public domain other than as a result of Executive's breach of any of his obligations hereunder, or (iv) where required to be disclosed by court order, subpoena or other government process and in such event, Executive shall cooperate with the Employer in attempting to keep such information confidential. Upon the request of the Employer, Executive agrees to promptly deliver to the Employer the originals and all copies, in whatever medium, of all such Confidential Information.

(c) Non-Compete . In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during the Employment Period and for a period of six (6) months

following the termination of his employment for whatever reason, or following the date of cessation of the last violation of this Agreement, or from the date of entry by a court of competent jurisdiction of a final, unappealable judgment enforcing this covenant, whichever of the foregoing is last to occur, he will not, for himself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, principal, agent, lender, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly, be employed by, provide services to, in any way be connected, associated or have any interest in, or give advice or consultation to any Competitive Business.

(d) Non-Solicitation of Employees . In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during the Employment Period and for a period of one (1) year thereafter, Executive shall not, without the prior written permission of the Employer, (i) directly or indirectly solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed or is providing services to the Group at the time of his termination of employment or was or is providing such services within the twelve (12) month period before or after his termination of employment or (ii) request or cause any employee of the Group to breach or threaten to breach any terms of said employee's agreements with the Group or to terminate his employment with the Group.

(e) Non-Solicitation of Clients and Customers . In consideration of the benefits provided for in this Agreement, Executive covenants and agrees that during the Employment Period and for a period of one (1) year thereafter, he will not, for himself, or in conjunction with any other person, firm, partnership, corporation or other form of business organization or arrangement (whether as a shareholder, partner, member, lender, principal, agent, director, officer, manager, trustee, representative, employee or consultant), directly or indirectly: (i) solicit or accept any business that is directly related to the business of the Group from any person or entity who, at the time of, or at the time during the twenty-four (24) month period preceding, termination was an existing or prospective customer or client of the Group; (ii) request or cause any of the Group's clients or customers to cancel or terminate any business relationship with the Group involving services or activities which were directly or indirectly the responsibility of Executive during his employment or (iii) pursue any Group project known to Executive upon termination of his employment that the Group is actively pursuing (or was actively pursuing within six months of termination) while the Group is (or is contemplating) actively pursuing such project.

(f) Post-Employment Property . The parties agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method or other work product whatever (whether patentable or subject to copyright, or not, and hereinafter collectively called “discovery”) related to the business of the Group that Executive, either solely or in collaboration with others, has made or may make, discover, invent, develop, perfect, or reduce to practice during the Employment Period, whether or not during regular business hours and created, conceived or prepared on the Group's premises or otherwise shall be the sole and complete property of the Group. More particularly, and without limiting the foregoing, Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought), (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought), (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered), and (iv) trade secrets, ideas, and concepts ((i) - (iv) collectively, “ Intellectual Property Products ”) created, conceived, or prepared on the Group's premises or otherwise, whether or not during normal business hours, shall perpetually and throughout the world be the exclusive property of the Group, as shall all tangible media (including, but not limited to, papers, computer media of all types, and models) in which such Intellectual Property Products shall be recorded or otherwise fixed. Executive further agrees promptly to disclose in writing and deliver to the Employer all Intellectual

Property Products created during his engagement by the Employer, whether or not during normal business hours. Executive agrees that all works of authorship created by Executive during his engagement by the Employer shall be works made for hire of which the Group is the author and owner of copyright. To the extent that any competent decision-making authority should ever determine that any work of authorship created by Executive during his engagement by the Employer is not a work made for hire, Executive hereby assigns all right, title and interest in the copyright therein, in perpetuity and throughout the world, to the applicable Group entity. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the Group all rights in any Intellectual Property Product created by Executive during his engagement by the Employer, Executive hereby assigns all right, title and interest therein, in perpetuity and throughout the world, to the Employer. Executive agrees to execute, immediately upon the Employer's reasonable request and without charge, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not Executive is engaged by the Employer at the time such request is made, in order to permit the Group and/or its respective assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property Product; provided , that , the Employer shall bear the cost of any such assignments, applications or consequences. Upon termination of Executive's employment with the Employer for any reason whatsoever, and at any earlier time the Employer so requests, Executive will immediately deliver to the custody of the person designated by the Employer all originals and copies of any documents and other property of the Employer in Executive's possession, under Executive's control or to which he may have access.

(g) Non-Disparagement . Executive acknowledges and agrees that he will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Group and its respective officers, directors, partners, executives or agents thereof in either a professional or personal manner at any time during or following the Employment Period.

(h) Enforcement . If Executive commits a breach, or threatens to commit a breach, of any of the provisions of this Section 9, the Employer shall have the right and remedy to have the provisions specifically enforced by any court having jurisdiction, it being acknowledged and agreed by Executive that the services being rendered hereunder to the Employer are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Group and that money damages will not provide an adequate remedy to the Group. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Employer at law or in equity. Accordingly, Executive consents to the issuance of an injunction, whether preliminary or permanent, consistent with the terms of this Agreement. In addition, the Employer shall have the right to cease making any payments or provide any benefits to Executive under this Agreement in the event he breaches any of the provisions hereof (and such action shall not be considered a breach under the Agreement).

(i) Blue Pencil . If, at any time, the provisions of this Section 9 shall be determined to be invalid or unenforceable under any applicable law, by reason of being vague or unreasonable as to area, duration or scope of activity, this Agreement shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter and Executive and the Employer agree that this Agreement as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.

(j) EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 9 AND HAS HAD THE OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT'S CONTENTS AND SIGNIFIES SUCH UNDERSTANDING AND AGREEMENT BY

SIGNING BELOW.

10. Resolution of Differences Over Breaches of Agreement . The parties shall use good faith efforts to resolve any controversy or claim arising out of, or relating to this Agreement or the breach thereof, first in accordance with the Employer's internal review procedures, except that this requirement shall not apply to any claim or dispute under or relating to Section 9 of this Agreement. If despite their good faith efforts, the parties are unable to resolve such controversy or claim through the Employer's internal review procedures, then such controversy or claim shall be resolved by binding arbitration for resolution in New York, New York in accordance with the rules and procedures of the Employment Dispute Resolution Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on both parties, and any court of competent jurisdiction may enter judgment upon the award. Each party shall pay its own expenses, including legal fees, in such dispute and shall split the cost of the arbitrator and the arbitration proceedings.

11. Indemnification . The Employer agrees that if Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Executive is or was a director or officer of the Employer or any other entity within the Group or is or was serving at the request of the Employer or any other member of the Group as a director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise (each such event, an “Action”), Executive shall be indemnified and held harmless by the Employer to the fullest extent permitted by applicable law and authorized by the Company's or the Subsidiary's by-laws and/or charter, as the same exists or may hereafter be amended, against all expenses incurred or suffered by Executive in connection therewith, except for willful misconduct or any acts (or omissions) of gross negligence by Executive.

12. Successors; Binding Agreement . The rights and benefits of Executive hereunder shall not be assignable, whether by voluntary or involuntary assignment or transfer by Executive. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of the Employer, and the heirs, executors and administrators of Executive, and shall be assignable by the Employer to any entity acquiring substantially all of the assets of the Company and/or the Subsidiary, whether by merger, consolidation, sale of assets or similar transactions.

13. Notice . For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by overnight, certified or registered mail, return receipt requested, postage prepaid, addressed, in the case of Executive, to the last address on file with the Employer and if to the Employer, to its executive offices or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

14. Governing Law . This Agreement is governed by, and is to be construed and enforced in accordance with, the laws of the State of New York without regard to principles of conflicts of laws. If, under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement, and the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion hereof.

15. Amendment . No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification has been approved by the Board and is agreed to in a writing signed

by Executive and a member of the Board (excluding Executive or any other member of the Board who is also an employee of the Employer), and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Survival . The respective obligations of, and benefits afforded to, Executive and the Employer as provided in Section 9 and Section 11 of this Agreement shall survive the termination of this Agreement.

17. No Conflict of Interest . During the Employment Period, Executive shall not, directly or indirectly, render service, or undertake any employment or consulting agreement with another entity without the express written consent of the Board.

18. Counterparts . This Agreement may be executed in two or more-counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

19. Entire Agreement . This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Any prior agreement of the parties hereto in respect of the subject matter contained herein, including, without limitation, the Prior Agreement, is hereby terminated and canceled as of the date hereof.

20. Section Headings . The section headings in this Agreement are for convenience of reference only, and they form no part of this Agreement and shall not affect its interpretation.

21. Withholding . All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.

22. Representation . Executive represents and warrants to the Employer, and Executive acknowledges that the Employer has relied on such representations and warranties in employing Executive, that neither Executive's duties as an employee of the Employer nor his performance of this Agreement will breach any other agreement to which Executive is a party, including without limitation, any agreement limiting the use or disclosure of any information acquired by Executive prior to his employment by the Employer. In the course of performing Executive's work for the Employer, Executive will not disclose or make use of any information, documents or materials that Executive is under any obligation to any other party to maintain in confidence. In addition, Executive represents and warrants and acknowledges that the Employer has relied on such representations and warranties in employing Executive, that he has not entered into, and will not enter into, any agreement, either oral or written, in conflict herewith. If it is determined that Executive is in breach or has breached any of the representations set forth herein, the Employer shall have the right to terminate Executive's employment for Cause.

23. Section 409A of the Code .

(a) It is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Code. To the extent that the parties determine that Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any

provision of this Agreement, then the applicable provisions of Code Section 409A shall supersede such provision herein and such provision shall be deemed amended in the manner that, in the parties' judgment, fulfills the intent of the parties and avoids application of such additional tax, and the parties hereby agree to promptly execute any amendment reasonably necessary to implement this Section 23. Notwithstanding the foregoing, the Employer does not guarantee that any payment hereunder complies with or is exempt from Section 409A of the Code, and neither the Employer, nor its executives, directors, officers, or affiliates shall have any liability with respect to any failure of any payments or benefits herein to comply with or be exempt from Section 409A of the Code.

(b) Except as otherwise specifically provided, amounts payable under this Agreement, other than those expressly payable on a deferred or installment basis, will be paid as promptly as practicable after earned or vested and, in any event, within two and one-half (2½) months after the end of the first calendar year in which such amounts are no longer subject to a substantial risk of forfeiture, as such term is defined in Section 409A of the Code.

(c) Each payment made under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

(d) To the extent required by Section 409A of the Code, “termination of employment” (or any similar terms) shall mean “separation from service” (as defined in Treasury Regulations Section 1.409A-1(h) and the default presumptions thereof).

(e) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of Employee's taxable year following the taxable year in which the expense was incurred.

(f) In no event will Employee be permitted to elect the year of payment with respect to any compensation payable hereunder.

24. Review by Counsel . Executive represents and warrants that this Agreement is the result of full and otherwise fair faith bargaining over its terms following a full and otherwise fair opportunity to have legal counsel for Executive review this Agreement and to verify that the terms and provisions of this Agreement are reasonable and enforceable. Executive acknowledges that he has read and understands the foregoing provisions and that such provisions are reasonable and enforceable. This Agreement has been jointly drafted by both parties.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

GREENLIGHT CAPITAL RE, LTD.

By: /s/ Bryan Murphy

Name: Bryan Murphy

Title: Director

GREENLIGHT REINSURANCE, LTD.

By: /s/ Bryan Murphy

Name: Bryan Murphy

Title: Director

/s/ Barton Hedges

Barton Hedges

Exhibit 12.1

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE DIVIDENDS

The following table sets forth our consolidated ratios:



	Six Months Ended June 30, 2012 (2)	Six Months Ended June 30, 2011 (2)
Ratio of Earnings to Fixed Charges (1)	4.02	—
Deficiency of Earnings to Fixed Charges ($000)	—	39,478 (3)

(1) The ratio of earnings to fixed charges was determined by dividing consolidated earnings by total fixed charges. For purposes of the ratios of earnings to fixed charges (i) earnings consist of consolidated net income before considering income taxes, minority interest and fixed charges and (ii) fixed charges consist of interest on indebtedness, interest expense on funds withheld from reinsurers and that portion of rent expense that is deemed by our management to be an appropriate interest factor. We have estimated that one-third of rent expense represents a reasonable approximation of the interest factor.

(2) No preferred shares were outstanding during the six months ended June 30, 2012 , and no preferred share dividends were paid during those periods.

(3) For the six months ended June 30, 2011 , earnings were insufficient to cover fixed charges by $39.5 million. This was largely due to realized and unrealized losses on investments incurred during the six months ended June 30, 2011 .

EXHIBIT 31.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER OF

GREENLIGHT CAPITAL RE, LTD.

I, Barton Hedges, certify that:



1.	I have reviewed this quarterly report on Form 10-Q of Greenlight Capital Re, Ltd.;



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 periods 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 officers 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; and



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 the 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.



Dated:	July 30, 2012	/s/ Barton Hedges
		Barton Hedges
		Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER OF

GREENLIGHT CAPITAL RE, LTD.

I, Tim Courtis, certify that:



1.	I have reviewed this quarterly report on Form 10-Q of Greenlight Capital Re, Ltd.;



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 periods 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 officers 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:



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 the registrant’s board of directors (or persons performing the equivalent functions):

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.



Dated:	July 30, 2012	/s/ Tim Courtis
		Tim Courtis
		Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER OF

GREENLIGHT CAPITAL RE, LTD.

This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the quarterly report on Form 10-Q (the ‘‘Form 10-Q’’) for the quarter ended June 30, 2012 of Greenlight Capital Re, Ltd. (the ‘‘Issuer’’).

I, Barton Hedges, the Principal Executive Officer of the Issuer, certify that to the best of my knowledge:

1. The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.



Dated:	July 30, 2012	/s/ Barton Hedges
		Barton Hedges

EXHIBIT 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER OF

GREENLIGHT CAPITAL RE, LTD.

I, Tim Courtis, the Principal Financial Officer of the Issuer, certify that to the best of my knowledge:

1. The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Issuer.



Dated:	July 30, 2012	/s/ Tim Courtis
		Tim Courtis