UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the period ended June 30, 2013,
or
¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission file number 1-31599
ENDURANCE SPECIALTY HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
| | |
Bermuda | | 98-0392908 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Wellesley House
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(Address of principal executive offices, including postal code)
Registrant’s Telephone Number, Including Area Code: (441) 278-0400
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 (Section 232.405 of this chapter) 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 definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | |
Large accelerated filer | | x | | Accelerated filer | | ¨ |
| | | |
Non-accelerated filer | | ¨ | | 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | |
Description of Class | | Common Shares Outstanding as of August 2, 2013 |
Ordinary Shares - $1.00 par value | | 44,335,493 |
INDEX
1
ENDURANCE SPECIALTY HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of United States dollars, except share amounts)
| | | | | | | | |
| | JUNE 30, 2013 | | | DECEMBER 31, 2012 | |
| | (UNAUDITED) | | | | |
ASSETS | | | | | | | | |
Investments | | | | | | | | |
Fixed maturity investments, available for sale at fair value (amortized cost: $4,737,065 and $4,728,596 at June 30, 2013 and December 31, 2012, respectively) | | $ | 4,755,091 | | | $ | 4,868,150 | |
Short-term investments, available for sale at fair value (amortized cost: $15,382 and $42,224 at June 30, 2013 and December 31, 2012, respectively) | | | 15,382 | | | | 42,230 | |
Equity securities, available for sale at fair value (cost: $221,870 and $76,997 at June 30, 2013 and December 31, 2012, respectively) | | | 232,919 | | | | 86,997 | |
Other investments | | | 569,393 | | | | 517,546 | |
| | | | | | | | |
Total investments | | | 5,572,785 | | | | 5,514,923 | |
Cash and cash equivalents | | | 942,062 | | | | 1,124,019 | |
Premiums receivable, net | | | 1,271,818 | | | | 601,952 | |
Insurance and reinsurance balances receivable | | | 111,405 | | | | 105,663 | |
Deferred acquisition costs | | | 210,740 | | | | 168,252 | |
Prepaid reinsurance premiums | | | 292,911 | | | | 166,702 | |
Reinsurance recoverable on unpaid losses | | | 594,020 | | | | 691,783 | |
Reinsurance recoverable on paid losses | | | 101,753 | | | | 83,159 | |
Accrued investment income | | | 25,404 | | | | 27,166 | |
Goodwill and intangible assets | | | 168,621 | | | | 172,000 | |
Deferred tax asset | | | 52,240 | | | | 43,501 | |
Net receivable on sales of investments | | | 78,243 | | | | 9,144 | |
Other assets | | | 128,446 | | | | 86,708 | |
| | | | | | | | |
Total assets | | $ | 9,550,448 | | | $ | 8,794,972 | |
| | | | | | | | |
| | |
LIABILITIES | | | | | | | | |
Reserve for losses and loss expenses | | $ | 4,145,581 | | | $ | 4,240,876 | |
Reserve for unearned premiums | | | 1,500,253 | | | | 965,244 | |
Deposit liabilities | | | 17,785 | | | | 22,220 | |
Reinsurance balances payable | | | 262,582 | | | | 110,843 | |
Debt | | | 527,401 | | | | 527,339 | |
Net payable on purchases of investments | | | 181,060 | | | | 81,469 | |
Other liabilities | | | 179,732 | | | | 136,384 | |
| | | | | | | | |
Total liabilities | | | 6,814,394 | | | | 6,084,375 | |
| | | | | | | | |
| | |
Commitments and contingent liabilities | | | | | | | | |
| | |
SHAREHOLDERS’ EQUITY | | | | | | | | |
Preferred shares | | | | | | | | |
Series A and B, total liquidation preference $430,000 (2012 - $430,000) | | | 17,200 | | | | 17,200 | |
Common shares | | | | | | | | |
Ordinary – 44,331,379 issued and outstanding (2012 – 43,116,394) | | | 44,331 | | | | 43,116 | |
Additional paid-in capital | | | 556,255 | | | | 527,915 | |
Accumulated other comprehensive income | | | 31,438 | | | | 152,463 | |
Retained earnings | | | 2,086,830 | | | | 1,969,903 | |
| | | | | | | | |
Total shareholders’ equity | | | 2,736,054 | | | | 2,710,597 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 9,550,448 | | | $ | 8,794,972 | |
| | | | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
2
ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE (LOSS) INCOME
(In thousands of United States dollars, except share and per share amounts)
| | | | | | | | | | | | | | | | |
| | THREE MONTHS ENDED JUNE 30, | | | SIX MONTHS ENDED JUNE 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues | | | | | | | | | | | | | | | | |
Gross premiums written | | $ | 572,710 | | | $ | 604,076 | | | $ | 1,750,072 | | | $ | 1,665,725 | |
Ceded premiums written | | | (108,089 | ) | | | (119,663 | ) | | | (376,536 | ) | | | (338,256 | ) |
| | | | | | | | | | | | | | | | |
Net premiums written | | | 464,621 | | | | 484,413 | | | | 1,373,536 | | | | 1,327,469 | |
Change in unearned premiums | | | 78,714 | | | | 34,927 | | | | (410,084 | ) | | | (396,494 | ) |
| | | | | | | | | | | | | | | | |
Net premiums earned | | | 543,335 | | | | 519,340 | | | | 963,452 | | | | 930,975 | |
Net investment income | | | 32,468 | | | | 31,766 | | | | 81,773 | | | | 88,841 | |
Net realized and unrealized investment gains | | | 10,372 | | | | 14,958 | | | | 16,607 | | | | 20,161 | |
Total other-than-temporary impairment losses | | | (579 | ) | | | (148 | ) | | | (1,385 | ) | | | (148 | ) |
Portion of loss recognized in other comprehensive (loss) income | | | — | | | | (259 | ) | | | — | | | | (478 | ) |
| | | | | | | | | | | | | | | | |
Net impairment losses recognized in earnings | | | (579 | ) | | | (407 | ) | | | (1,385 | ) | | | (626 | ) |
Other underwriting income (loss) | | | 888 | | | | 19 | | | | 1,637 | | | | (316 | ) |
| | | | | | | | | | | | | | | | |
Total revenues | | | 586,484 | | | | 565,676 | | | | 1,062,084 | | | | 1,039,035 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Net losses and loss expenses | | | 359,058 | | | | 345,897 | | | | 578,028 | | | | 608,664 | |
Acquisition expenses | | | 71,868 | | | | 72,128 | | | | 143,504 | | | | 140,617 | |
General and administrative expenses | | | 81,359 | | | | 62,609 | | | | 147,837 | | | | 128,650 | |
Amortization of intangibles | | | 1,625 | | | | 2,777 | | | | 3,726 | | | | 5,554 | |
Net foreign exchange losses (gains) | | | 3,368 | | | | (336 | ) | | �� | 6,295 | | | | (18,473 | ) |
Interest expense | | | 9,052 | | | | 9,044 | | | | 18,090 | | | | 18,091 | |
| | | | | | | | | | | | | | | | |
Total expenses | | | 526,330 | | | | 492,119 | | | | 897,480 | | | | 883,103 | |
| | | | | | | | | | | | | | | | |
Income before income taxes | | | 60,154 | | | | 73,557 | | | | 164,604 | | | | 155,932 | |
Income tax benefit (expense) | | | 865 | | | | (1,074 | ) | | | (3,286 | ) | | | (907 | ) |
| | | | | | | | | | | | | | | | |
Net income | | | 61,019 | | | | 72,483 | | | | 161,318 | | | | 155,025 | |
Preferred dividends | | | (8,188 | ) | | | (8,188 | ) | | | (16,376 | ) | | | (16,376 | ) |
| | | | | | | | | | | | | | | | |
Net income available to common and participating common shareholders | | $ | 52,831 | | | $ | 64,295 | | | $ | 144,942 | | | $ | 138,649 | |
| | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | | | | | | | | | | | | | | | |
Net income | | $ | 61,019 | | | $ | 72,483 | | | $ | 161,318 | | | $ | 155,025 | |
Other comprehensive (loss) income | | | | | | | | | | | | | | | | |
Net unrealized holding (losses) gains on investments arising during the period (net of other-than-temporary impairment losses recognized in other comprehensive (loss) income, reclassification adjustment and applicable deferred income taxes of $10,831 and $629 for the six months ended June 30, 2013 and 2012, respectively) | | | (106,249 | ) | | | 11,495 | | | | (111,095 | ) | | | 22,416 | |
Foreign currency translation adjustments | | | 219 | | | | (2,060 | ) | | | (9,975 | ) | | | (2,600 | ) |
Reclassification adjustment for net losses on derivative designated as cash flow hedge included in net income | | | 29 | | | | 22 | | | | 45 | | | | 44 | |
| | | | | | | | | | | | | | | | |
Other comprehensive (loss) income | | | (106,001 | ) | | | 9,457 | | | | (121,025 | ) | | | 19,860 | |
| | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | $ | (44,982 | ) | | $ | 81,940 | | | $ | 40,293 | | | $ | 174,885 | |
| | | | | | | | | | | | | | | | |
Per share data | | | | | | | | | | | | | | | | |
Basic earnings per common share | | $ | 1.21 | | | $ | 1.48 | | | $ | 3.34 | | | $ | 3.20 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per common share | | $ | 1.21 | | | $ | 1.48 | | | $ | 3.34 | | | $ | 3.20 | |
| | | | | | | | | | | | | | | | |
Dividend per common share | | $ | 0.32 | | | $ | 0.31 | | | $ | 0.64 | | | $ | 0.62 | |
| | | | | | | | | | | | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
3
ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
(In thousands of United States dollars)
| | | | | | | | |
| | SIX MONTHS ENDED JUNE 30, | |
| | 2013 | | | 2012 | |
Preferred shares | | | | | | | | |
| | | | | | | | |
Balance, beginning and end of period | | $ | 17,200 | | | $ | 17,200 | |
| | | | | | | | |
| | |
Common shares | | | | | | | | |
Balance, beginning of period | | | 43,116 | | | | 43,087 | |
Issuance of common shares, net of forfeitures | | | 1,533 | | | | 209 | |
Repurchase of common shares | | | (318 | ) | | | — | |
| | | | | | | | |
Balance, end of period | | | 44,331 | | | | 43,296 | |
| | | | | | | | |
| | |
Additional paid-in capital | | | | | | | | |
Balance, beginning of period | | | 527,915 | | | | 526,910 | |
Issuance of common shares, net of forfeitures | | | 29,598 | | | | 858 | |
Repurchase of common shares and share equivalents | | | (14,266 | ) | | | — | |
Settlement of equity awards | | | (2,923 | ) | | | (3,185 | ) |
Stock-based compensation expense | | | 15,931 | | | | 6,562 | |
| | | | | | | | |
Balance, end of period | | | 556,255 | | | | 531,145 | |
| | | | | | | | |
| | |
Accumulated other comprehensive income | | | | | | | | |
Cumulative foreign currency translation adjustments: | | | | | | | | |
Balance, beginning of period | | | 12,676 | | | | 9,609 | |
Foreign currency translation adjustments | | | (9,975 | ) | | | (2,600 | ) |
| | | | | | | | |
Balance, end of period | | | 2,701 | | | | 7,009 | |
| | | | | | | | |
Unrealized holding gains on investments, net of deferred taxes: | | | | | | | | |
Balance, beginning of period | | | 141,731 | | | | 122,815 | |
Net unrealized holding (losses) gains arising during the period, net of other-than-temporary impairment losses and reclassification adjustment | | | (111,095 | ) | | | 22,416 | |
| | | | | | | | |
Balance, end of period | | | 30,636 | | | | 145,231 | |
| | | | | | | | |
Accumulated derivative loss on cash flow hedging instruments: | | | | | | | | |
Balance, beginning of period | | | (1,944 | ) | | | (2,032 | ) |
Net change from current period hedging transactions, net of reclassification adjustment | | | 45 | | | | 44 | |
| | | | | | | | |
Balance, end of period | | | (1,899 | ) | | | (1,988 | ) |
| | | | | | | | |
Total accumulated other comprehensive income | | | 31,438 | | | | 150,252 | |
| | | | | | | | |
| | |
Retained earnings | | | | | | | | |
Balance, beginning of period | | | 1,969,903 | | | | 1,893,576 | |
Net income | | | 161,318 | | | | 155,025 | |
Dividends on preferred shares | | | (16,376 | ) | | | (16,376 | ) |
Dividends on common shares | | | (28,015 | ) | | | (26,876 | ) |
| | | | | | | | |
Balance, end of period | | | 2,086,830 | | | | 2,005,349 | |
| | | | | | | | |
| | |
Total shareholders’ equity | | $ | 2,736,054 | | | $ | 2,747,242 | |
| | | | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
4
ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of United States dollars)
| | | | | | | | |
| | SIX MONTHS ENDED JUNE 30, | |
| | 2013 | | | 2012 | |
Cash flows provided by operating activities | | | | |
Net income | | $ | 161,318 | | | $ | 155,025 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Amortization of net premium on investments | | | 27,804 | | | | 10,502 | |
Amortization of other intangibles and depreciation | | | 9,479 | | | | 12,352 | |
Net realized and unrealized investment gains | | | (16,607 | ) | | | (20,161 | ) |
Net impairment losses recognized in earnings | | | 1,385 | | | | 626 | |
Deferred taxes | | | 2,092 | | | | (4,230 | ) |
Stock-based compensation expense | | | 15,931 | | | | 6,562 | |
Equity in earnings of other investments | | | (29,839 | ) | | | (23,051 | ) |
Premiums receivable, net | | | (669,866 | ) | | | (745,461 | ) |
Insurance and reinsurance balances receivable | | | (5,742 | ) | | | (23,194 | ) |
Deferred acquisition costs | | | (42,488 | ) | | | (30,644 | ) |
Prepaid reinsurance premiums | | | (126,209 | ) | | | (108,852 | ) |
Reinsurance recoverable on unpaid losses | | | 97,763 | | | | 59,080 | |
Reinsurance recoverable on paid losses | | | (18,594 | ) | | | (10,599 | ) |
Accrued investment income | | | 1,762 | | | | 2,325 | |
Other assets | | | 8,540 | | | | 17,299 | |
Reserve for losses and loss expenses | | | (95,295 | ) | | | 160,398 | |
Reserve for unearned premiums | | | 535,009 | | | | 505,374 | |
Deposit liabilities | | | (4,435 | ) | | | (1,949 | ) |
Reinsurance balances payable | | | 151,739 | | | | 116,634 | |
Other liabilities | | | 38,965 | | | | (7,741 | ) |
| | | | | | | | |
Net cash provided by operating activities | | | 42,712 | | | | 70,295 | |
| | | | | | | | |
Cash flows used in investing activities | | | | | | | | |
Proceeds from sales of available for sale investments | | | 1,395,528 | | | | 1,552,896 | |
Proceeds from maturities and calls on available for sale investments | | | 381,332 | | | | 464,318 | |
Proceeds from the redemption of other investments | | | 23,406 | | | | 25,724 | |
Purchases of available for sale investments | | | (1,894,444 | ) | | | (2,038,075 | ) |
Purchases of other investments | | | (45,414 | ) | | | (48,875 | ) |
Net settlements of other assets | | | (18,584 | ) | | | (16,193 | ) |
Purchases of fixed assets | | | (7,081 | ) | | | (9,478 | ) |
Net cash paid for subsidiary acquisition | | | (347 | ) | | | (514 | ) |
| | | | | | | | |
Net cash flows used in investing activities | | | (165,604 | ) | | | (70,197 | ) |
| | | | | | | | |
Cash flows used in financing activities | | | | | | | | |
Issuance of common shares, net of forfeitures | | | 31,049 | | | | 978 | |
Repurchase of common shares | | | (14,584 | ) | | | — | |
Settlement of equity awards | | | (2,923 | ) | | | (3,185 | ) |
Proceeds from issuance of debt | | | 408 | | | | 602 | |
Repayments and repurchases of debt | | | (446 | ) | | | (1,590 | ) |
Dividends on preferred shares | | | (16,376 | ) | | | (16,376 | ) |
Dividends on common shares | | | (27,834 | ) | | | (26,876 | ) |
| | | | | | | | |
Net cash flows used in financing activities | | | (30,706 | ) | | | (46,447 | ) |
| | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (28,359 | ) | | | (2,385 | ) |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (181,957 | ) | | | (48,734 | ) |
Cash and cash equivalents, beginning of period | | | 1,124,019 | | | | 890,914 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 942,062 | | | $ | 842,180 | |
| | | | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
Endurance Specialty Holdings Ltd. (“Endurance Holdings” or the “Company”) was organized as a Bermuda holding company on June 27, 2002. Endurance Holdings writes specialty lines of insurance and reinsurance on a global basis through its wholly-owned operating subsidiaries:
| | |
Operating Subsidiaries | | Domicile |
Endurance Specialty Insurance Ltd. | | Bermuda |
Endurance Worldwide Insurance Limited | | England |
Endurance Reinsurance Corporation of America | | Delaware |
Endurance American Insurance Company | | Delaware |
Endurance American Specialty Insurance Company | | Delaware |
Endurance Risk Solutions Assurance Co. | | Delaware |
American Agri-Business Insurance Company | | Texas |
2. | Summary of significant accounting policies |
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States for interim financial information and 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 accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. The unaudited condensed consolidated financial statements include the accounts of Endurance Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Management is required to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying disclosures. Actual results could differ from those estimates. Among other matters, significant estimates and assumptions are used to record premiums written and ceded, to record the fair value of investments and to record reserves for losses and loss expenses and contingencies. Estimates and assumptions are periodically reviewed and the effects of revisions are recorded in the consolidated financial statements in the period that they are determined to be necessary.
The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2012 contained in Endurance Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 Form 10-K”).
Certain comparative information has been reclassified to conform to current year presentation.
6
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
2. | Summary of significant accounting policies, cont’d. |
There were no material changes in the Company’s significant accounting and reporting policies subsequent to the 2012Form 10-K.
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2011-11 “Disclosures About Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 requires additional disclosures about financial instruments and derivative instruments relating to netting arrangements.
ASU 2011-11 was effective for interim and annual periods beginning on or after January 1, 2013, with retrospective presentation required. The Company adopted this standard effective January 1, 2013. This standard did not have a material impact on the Company’s consolidated financial statements.
In February 2013, the FASB issued ASU 2013-02 “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). ASU 2013-02 requires entities to report, in one location, information about reclassifications out of accumulated other comprehensive income (“AOCI”). ASU 2013-02 also requires companies to report changes in AOCI balances. For significant items reclassified out of AOCI into net income in their entirety in the same reporting period, reporting (either on the face of the statement where net income is presented or in the notes to the financial statements) is required about the effect of the reclassifications on the respective line items in the statement where net income is presented. For items that are not reclassified into net income in their entirety in the same reporting period, a cross reference to other disclosures currently required under US GAAP is required in the notes. The above information must be presented in one place (parenthetically on the face of the financial statements by income statement line item or in a note to the financial statements).
ASU 2013-02 was effective for fiscal years and interim periods beginning after December 15, 2012. The Company adopted this standard prospectively on January 1, 2013. This standard resulted in an additional note to the consolidated financial statements (see Note 6).
In July 2013, the FASB issued ASU 2013-11 “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). The objective of ASU 2013-11 is to improve the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 seeks to reduce the diversity in practice by providing guidance on the presentation of unrecognized tax benefits to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist.
ASU 2013-11 will be effective for annual and interim reporting periods beginning after December 15, 2013, with both early adoption and retrospective application permitted. The Company is currently evaluating the impact of this guidance; however, the Company does not expect this standard to have a material impact on the Company’s consolidated financial statements.
7
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
Composition of Net Investment Income and of Invested Assets
The components of net investment income for the three and six months ended June 30, 2013 and 2012 are as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Available for sale investments | | $ | 28,666 | | | $ | 34,678 | | | $ | 58,147 | | | $ | 71,660 | |
Other investments | | | 6,780 | | | | (74 | ) | | | 29,839 | | | | 23,051 | |
Cash and cash equivalents | | | 840 | | | | 349 | | | | 1,291 | | | | 689 | |
| | | | | | | | | | | | | | | | |
| | $ | 36,286 | | | $ | 34,953 | | | $ | 89,277 | | | $ | 95,400 | |
Investment expenses | | | (3,818 | ) | | | (3,187 | ) | | | (7,504 | ) | | | (6,559 | ) |
| | | | | | | | | | | | | | | | |
Net investment income | | $ | 32,468 | | | $ | 31,766 | | | $ | 81,773 | | | $ | 88,841 | |
| | | | | | | | | | | | | | | | |
The following table summarizes the composition of the investment portfolio by investment type at June 30, 2013 and December 31, 2012:
| | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Type of Investment | | Fair Value | | | Percentage | | | Fair Value | | | Percentage | |
Fixed maturity investments | | $ | 4,755,091 | | | | 74.2 | % | | $ | 4,868,150 | | | | 74.2 | % |
Cash and cash equivalents(1) | | | 839,245 | | | | 13.1 | % | | | 1,051,694 | | | | 16.0 | % |
Other investments(2) | | | 569,393 | | | | 8.9 | % | | | 517,546 | | | | 7.9 | % |
Short-term investments | | | 15,382 | | | | 0.2 | % | | | 42,230 | | | | 0.6 | % |
Equity securities | | | 232,919 | | | | 3.6 | % | | | 86,997 | | | | 1.3 | % |
| | | | | | | | | | | | | | | | |
Total | | $ | 6,412,030 | | | | 100.0 | % | | $ | 6,566,617 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | |
(1) | Includes net receivable on sales of investments and net payable on purchases of investments. |
(2) | Consists of investments in alternative funds and specialty funds. |
The following table summarizes the composition by investment rating of the fixed maturity and short-term investments at June 30, 2013 and December 31, 2012. In some cases, where bonds are unrated, the rating of the issuer has been applied.
| | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
Ratings(1) | | Fair Value | | | Percentage | | | Fair Value | | | Percentage | |
U.S. government and agencies securities | | $ | 671,597 | | | | 14.1 | % | | $ | 737,535 | | | | 15.0 | % |
AAA / Aaa | | | 1,017,720 | | | | 21.3 | % | | | 993,277 | | | | 20.2 | % |
AA / Aa | | | 1,746,510 | | | | 36.7 | % | | | 1,821,250 | | | | 37.1 | % |
A / A | | | 931,561 | | | | 19.5 | % | | | 993,307 | | | | 20.2 | % |
BBB | | | 292,820 | | | | 6.1 | % | | | 219,017 | | | | 4.5 | % |
Below BBB | | | 105,384 | | | | 2.2 | % | | | 143,198 | | | | 2.9 | % |
Not rated | | | 4,881 | | | | 0.1 | % | | | 2,796 | | | | 0.1 | % |
| | | | | | | | | | | | | | | | |
Total | | $ | 4,770,473 | | | | 100.0 | % | | $ | 4,910,380 | | | | 100.0 | % |
| | | | | | | | | | | | | | | | |
(1) | The credit rating for each security reflected above was determined based on the rating assigned to the individual security by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”). If a rating is not supplied by Standard & Poor’s, the equivalent rating supplied by either Moody’s Investors Service, Inc. (“Moody’s”) or Fitch Ratings is used. |
8
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
Contractual maturities of the Company’s fixed maturity and short-term investments are shown below as of June 30, 2013 and December 31, 2012. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
| | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | |
Due within one year | | $ | 158,318 | | | $ | 159,900 | | | $ | 136,283 | | | $ | 137,567 | |
Due after one year through five years | | | 1,675,581 | | | | 1,677,171 | | | | 1,725,927 | | | | 1,765,662 | |
Due after five years through ten years | | | 336,818 | | | | 334,020 | | | | 410,755 | | | | 429,099 | |
Due after ten years | | | 27,465 | | | | 28,920 | | | | 29,654 | | | | 33,803 | |
Residential mortgage-backed securities | | | 1,205,773 | | | | 1,203,477 | | | | 1,252,468 | | | | 1,280,579 | |
Commercial mortgage-backed securities | | | 852,103 | | | | 866,181 | | | | 741,178 | | | | 781,379 | |
Asset-backed securities | | | 496,389 | | | | 500,804 | | | | 474,555 | | | | 482,291 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 4,752,447 | | | $ | 4,770,473 | | | $ | 4,770,820 | | | $ | 4,910,380 | |
| | | | | | | | | | | | | | | | |
In addition to the Company’s fixed maturity, short-term and equity investments, the Company invests in (i) hedge funds and private investment funds that generally invest in senior secured bank debt, high yield credit, distressed debt, distressed real estate, derivatives, equity long/short strategies, currencies and commodities (“alternative funds”) and (ii) high yield loan and convertible debt funds (“specialty funds”). The Company’s alternative funds and specialty funds are recorded on the Company’s balance sheet as “other investments”. At June 30, 2013 and December 31, 2012, the Company had invested, net of capital returned, a total of $426.7 million and $394.5 million, respectively, in other investments. At June 30, 2013 and December 31, 2012, the carrying value of other investments was $569.4 million and $517.5 million, respectively. The following table summarizes the composition and redemption restrictions of other investments as of June 30, 2013 and December 31, 2012:
| | | | | | | | | | | | |
June 30, 2013 | | Market Value | | | Unfunded Commitments | | | Ineligible for Redemption over next 12 months | |
Alternative funds | | | | | | | | | | | | |
Hedge funds | | $ | 372,450 | | | $ | — | | | $ | 80,437 | |
Private investment funds | | | 47,458 | | | | 22,195 | | | | 47,458 | |
| | | | | | | | | | | | |
Total alternative funds | | | 419,908 | | | | 22,195 | | | | 127,895 | |
| | | | | | | | | | | | |
| | | |
Specialty funds | | | | | | | | | | | | |
High yield loan funds | | | 107,926 | | | | — | | | | — | |
Convertible debt funds | | | 41,559 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total specialty funds | | | 149,485 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total other investments | | $ | 569,393 | | | $ | 22,195 | | | $ | 127,895 | |
| | | | | | | | | | | | |
9
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
| | | | | | | | | | | | |
December 31, 2012 | | Market Value | | | Unfunded Commitments | | | Ineligible for Redemption in 2013 | |
Alternative funds | | | | | | | | | | | | |
Hedge funds | | $ | 337,200 | | | $ | — | | | $ | 61,161 | |
Private investment funds | | | 35,219 | | | | 29,483 | | | | 35,219 | |
| | | | | | | | | | | | |
Total alternative funds | | | 372,419 | | | | 29,483 | | | | 96,380 | |
| | | | | | | | | | | | |
| | | |
Specialty funds | | | | | | | | | | | | |
High yield loan funds | | | 105,886 | | | | — | | | | — | |
Convertible debt funds | | | 39,241 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total specialty funds | | | 145,127 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total other investments | | $ | 517,546 | | | $ | 29,483 | | | $ | 96,380 | |
| | | | | | | | | | | | |
Hedge funds – The redemption frequency of the hedge funds range from monthly to biennially with notice periods from 30 to 90 days. Over one year, it is estimated that the Company can liquidate approximately 78% of the hedge fund portfolio, with the remainder over the following two years.
Private investment funds – The Company generally has no right to redeem its interest in any private investment funds in advance of dissolution of the applicable partnership. Instead, the nature of these investments is that distributions are received by the Company in connection with the liquidation of the underlying assets of the applicable limited partnership. It is estimated that the majority of the underlying assets of the limited partnerships would liquidate over 5 to 10 years from inception of the limited partnership. A secondary market, with unpredictable liquidity, exists for limited partner interests in private equity funds.
High yield loan funds – There are generally no restrictions on the Company’s right to redeem its interest in high yield loan funds with the exception of certain redemption frequency and notice requirements. The redemption frequency of these funds ranges from monthly to quarterly with notice periods from 30 to 90 days.
Convertible debt funds – There are generally no restrictions on the Company’s right to redeem its interest in convertible debt funds with the exception of certain redemption frequency and notice requirements. The redemption frequency of these funds is monthly with a required notice period of 5 days.
Net Realized and Unrealized Investment Gains
Realized and unrealized investment gains and losses are recognized in earnings using the first in, first out method. The analysis of net realized and unrealized investment gains for the three and six months ended June 30, 2013 and 2012 is as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Gross realized gains on investment sales | | $ | 16,591 | | | $ | 15,613 | | | $ | 24,011 | | | $ | 22,861 | |
Gross realized losses on investment sales | | | (5,283 | ) | | | (822 | ) | | | (6,746 | ) | | | (3,169 | ) |
Change in fair value of derivative financial instruments(1) | | | (936 | ) | | | 167 | | | | (658 | ) | | | 469 | |
| | | | | | | | | | | | | | | | |
Net realized and unrealized investment gains | | $ | 10,372 | | | $ | 14,958 | | | $ | 16,607 | | | $ | 20,161 | |
| | | | | | | | | | | | | | | | |
(1) | For additional information on the Company’s derivative financial instruments, see Note 7 |
10
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
Unrealized Gains and Losses and Other-than-temporary Impairments
The Company classifies its investments in fixed maturity investments, short-term investments and equities as available for sale. The amortized cost, fair value and related gross unrealized gains and losses and non-credit other-than-temporary impairment (“OTTI”) losses on the Company’s securities classified as available for sale at June 30, 2013 and December 31, 2012 are as follows:
| | | | | | | | | | | | | | | | | | | | |
June 30, 2013 | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | Non-Credit OTTI(2) | |
Fixed maturity investments | | | | | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | 670,997 | | | $ | 8,732 | | | $ | (8,132 | ) | | $ | 671,597 | | | $ | — | |
U.S. state and municipal securities | | | 28,116 | | | | 164 | | | | (378 | ) | | | 27,902 | | | | — | |
Foreign government securities | | | 162,370 | | | | 1,519 | | | | (2,516 | ) | | | 161,373 | | | | — | |
Government guaranteed corporate securities | | | 49,710 | | | | 815 | | | | (90 | ) | | | 50,435 | | | | — | |
Corporate securities | | | 1,271,607 | | | | 17,966 | | | | (16,251 | ) | | | 1,273,322 | | | | — | |
Residential mortgage-backed securities | | | 1,205,773 | | | | 18,730 | | | | (21,026 | ) | | | 1,203,477 | | | | (5,136 | ) |
Commercial mortgage-backed securities(1) | | | 852,103 | | | | 26,624 | | | | (12,546 | ) | | | 866,181 | | | | (47 | ) |
Asset-backed securities | | | 496,389 | | | | 5,548 | | | | (1,133 | ) | | | 500,804 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | 4,737,065 | | | $ | 80,098 | | | $ | (62,072 | ) | | $ | 4,755,091 | | | $ | (5,183 | ) |
Short-term investments | | | 15,382 | | | | — | | | | — | | | | 15,382 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total fixed income investments | | $ | 4,752,447 | | | $ | 80,098 | | | $ | (62,072 | ) | | $ | 4,770,473 | | | $ | (5,183 | ) |
| | | | | | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | |
Equity investments | | $ | 139,470 | | | $ | 12,784 | | | $ | (3,663 | ) | | $ | 148,591 | | | $ | — | |
Emerging market debt funds | | | 50,000 | | | | 139 | | | | — | | | | 50,139 | | | | — | |
Preferred equity investments | | | 7,279 | | | | 1,791 | | | | (2 | ) | | | 9,068 | | | | — | |
Short-term fixed income fund | | | 25,121 | | | | — | | | | — | | | | 25,121 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total equity securities | | $ | 221,870 | | | $ | 14,714 | | | $ | (3,665 | ) | | $ | 232,919 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Balances include amounts related to collateralized debt obligations held with total fair values of $11.4 million. |
(2) | Represents total OTTI recognized in accumulated other comprehensive income. It does not include the change in fair value subsequent to the impairment measurement date. At June 30, 2013, the gross unrealized loss related to fixed income investments for which a non-credit OTTI was recognized in accumulated other comprehensive income was $0.1 million. |
11
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
| | | | | | | | | | | | | | | | | | | | |
December 31, 2012 | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | Non-Credit OTTI(2) | |
Fixed maturity investments | | | | | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | 718,992 | | | $ | 18,596 | | | $ | (53 | ) | | $ | 737,535 | | | $ | — | |
U.S. state and municipal securities | | | 37,952 | | | | 1,119 | | | | (177 | ) | | | 38,894 | | | | — | |
Foreign government securities | | | 106,218 | | | | 3,264 | | | | (145 | ) | | | 109,337 | | | | — | |
Government guaranteed corporate securities | | | 62,782 | | | | 1,682 | | | | — | | | | 64,464 | | | | — | |
Corporate securities | | | 1,334,451 | | | | 40,555 | | | | (1,335 | ) | | | 1,373,671 | | | | — | |
Residential mortgage-backed securities | | | 1,252,468 | | | | 30,426 | | | | (2,315 | ) | | | 1,280,579 | | | | (5,884 | ) |
Commercial mortgage-backed securities(1) | | | 741,178 | | | | 41,737 | | | | (1,536 | ) | | | 781,379 | | | | (53 | ) |
Asset-backed securities | | | 474,555 | | | | 8,435 | | | | (699 | ) | | | 482,291 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | 4,728,596 | | | $ | 145,814 | | | $ | (6,260 | ) | | $ | 4,868,150 | | | $ | (5,937 | ) |
Short-term investments | | | 42,224 | | | | 6 | | | | — | | | | 42,230 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total fixed income investments | | $ | 4,770,820 | | | $ | 145,820 | | | $ | (6,260 | ) | | $ | 4,910,380 | | | $ | (5,937 | ) |
| | | | | | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | |
Equity investments | | $ | 59,736 | | | $ | 7,194 | | | $ | (620 | ) | | $ | 66,310 | | | $ | — | |
Emerging market debt funds | | | 10,000 | | | | 576 | | | | — | | | | 10,576 | | | | — | |
Preferred equity investments | | | 7,261 | | | | 2,851 | | | | (1 | ) | | | 10,111 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total equity securities | | $ | 76,997 | | | $ | 10,621 | | | $ | (621 | ) | | $ | 86,997 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
(1) | Balances include amounts related to collateralized debt obligations held with total fair values of $8.5 million. |
(2) | Represents total OTTI recognized in accumulated other comprehensive income. It does not include the change in fair value subsequent to the impairment measurement date. At December 31, 2012, the gross unrealized loss related to fixed income investments for which a non-credit OTTI was recognized in accumulated other comprehensive income was $0.4 million. |
12
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The following tables summarize, for all available for sale securities in an unrealized loss position at June 30, 2013 and December 31, 2012, the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position.
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | | 12 months or greater | | | Total | |
June 30, 2013 | | Unrealized Losses(1) | | | Fair Value | | | Unrealized Losses(1) | | | Fair Value | | | Unrealized Losses(1) | | | Fair Value | |
Fixed maturity investments | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | (8,132 | ) | | $ | 350,292 | | | $ | — | | | $ | — | | | $ | (8,132 | ) | | $ | 350,292 | |
U.S. state and municipal securities | | | (378 | ) | | | 19,910 | | | | — | | | | — | | | | (378 | ) | | | 19,910 | |
Foreign government securities | | | (2,516 | ) | | | 108,087 | | | | — | | | | — | | | | (2,516 | ) | | | 108,087 | |
Government guaranteed corporate securities | | | (90 | ) | | | 10,870 | | | | — | | | | — | | | | (90 | ) | | | 10,870 | |
Corporate securities | | | (16,251 | ) | | | 673,297 | | | | — | | | | — | | | | (16,251 | ) | | | 673,297 | |
Residential mortgage-backed securities | | | (20,917 | ) | | | 674,696 | | | | (109 | ) | | | 1,646 | | | | (21,026 | ) | | | 676,342 | |
Commercial mortgage-backed securities | | | (12,180 | ) | | | 459,330 | | | | (366 | ) | | | 5,446 | | | | (12,546 | ) | | | 464,776 | |
Asset-backed securities | | | (915 | ) | | | 210,342 | | | | (218 | ) | | | 9,041 | | | | (1,133 | ) | | | 219,383 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | (61,379 | ) | | $ | 2,506,824 | | | $ | (693 | ) | | $ | 16,133 | | | $ | (62,072 | ) | | $ | 2,522,957 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | | | | | |
Equity investments | | $ | (3,644 | ) | | $ | 42,190 | | | $ | (19 | ) | | $ | 200 | | | $ | (3,663 | ) | | $ | 42,390 | |
Preferred equity investments | | | (2 | ) | | | 400 | | | | — | | | | — | | | | (2 | ) | | | 400 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity securities | | $ | (3,646 | ) | | $ | 42,590 | | | $ | (19 | ) | | $ | 200 | | | $ | (3,665 | ) | | $ | 42,790 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Gross unrealized losses include unrealized losses on non-OTTI and non-credit OTTI securities recognized in accumulated other comprehensive income at June 30, 2013. |
As of June 30, 2013, 865 available for sale securities were in an unrealized loss position aggregating $65.7 million. Of those, 38 securities with aggregated unrealized losses of $0.7 million at June 30, 2013 had been in a continuous unrealized loss position for twelve months or greater.
The unrealized losses on the Company’s available for sale securities at June 30, 2013 were primarily due to an increase in interest rates and widening of credit spreads, rather than any actual credit losses on these securities. Because the Company has the ability and intent to hold these securities until recovery, the Company currently believes it is probable that it will collect all amounts due according to their respective contractual terms. Therefore, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2013.
13
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Less than 12 months | | | 12 months or greater | | | Total | |
December 31, 2012 | | Unrealized Losses(1) | | | Fair Value | | | Unrealized Losses(1) | | | Fair Value | | | Unrealized Losses(1) | | | Fair Value | |
Fixed maturity investments | | | | | | | | | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | (53 | ) | | $ | 48,570 | | | $ | — | | | $ | — | | | $ | (53 | ) | | $ | 48,570 | |
U.S. state and municipal securities | | | (177 | ) | | | 6,905 | | | | — | | | | — | | | | (177 | ) | | | 6,905 | |
Foreign government securities | | | (139 | ) | | | 23,157 | | | | (6 | ) | | | 4,870 | | | | (145 | ) | | | 28,027 | |
Corporate securities | | | (1,305 | ) | | | 245,232 | | | | (30 | ) | | | 1,849 | | | | (1,335 | ) | | | 247,081 | |
Residential mortgage-backed securities | | | (1,920 | ) | | | 327,473 | | | | (395 | ) | | | 7,511 | | | | (2,315 | ) | | | 334,984 | |
Commercial mortgage-backed securities | | | (474 | ) | | | 79,125 | | | | (1,062 | ) | | | 11,625 | | | | (1,536 | ) | | | 90,750 | |
Asset-backed securities | | | (94 | ) | | | 53,471 | | | | (605 | ) | | | 8,123 | | | | (699 | ) | | | 61,594 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | (4,162 | ) | | $ | 783,933 | | | $ | (2,098 | ) | | $ | 33,978 | | | $ | (6,260 | ) | | $ | 817,911 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Equity securities | | | | | | | | | | | | | | | | | | | | | | | | |
Equity investments | | $ | (580 | ) | | $ | 9,183 | | | $ | (40 | ) | | $ | 387 | | | $ | (620 | ) | | $ | 9,570 | |
Preferred equity investments | | | (1 | ) | | | 201 | | | | — | | | | — | | | | (1 | ) | | | 201 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total equity securities | | $ | (581 | ) | | $ | 9,384 | | | $ | (40 | ) | | $ | 387 | | | $ | (621 | ) | | $ | 9,771 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Gross unrealized losses include unrealized losses on non-OTTI and non-credit OTTI securities recognized in accumulated other comprehensive income at December 31, 2012. |
As of December 31, 2012, 403 available for sale securities were in an unrealized loss position aggregating $6.9 million. Of those, 55 securities with aggregated unrealized losses of $2.1 million had been in a continuous unrealized loss position for twelve months or greater.
The analysis of OTTI for the three and six months ended June 30, 2013 and 2012 is as follows:
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Total other-than-temporary impairment losses | | $ | (579 | ) | | $ | (148 | ) | | $ | (1,385 | ) | | $ | (148 | ) |
Portion of loss recognized in other comprehensive (loss) income | | | — | | | | (259 | ) | | | — | | | | (478 | ) |
| | | | | | | | | | | | | | | | |
Net impairment losses recognized in earnings | | $ | (579 | ) | | $ | (407 | ) | | $ | (1,385 | ) | | $ | (626 | ) |
| | | | | | | | | | | | | | | | |
14
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
Of the $0.6 million (2012: $0.4 million) of OTTI losses recognized by the Company in the second quarter of 2013, the majority was related to expected losses on corporate securities following the Company’s decision to liquidate a specific portfolio. At June 30, 2013, the Company did not have the intent to sell any of the remaining securities in an unrealized loss position and determined that it was unlikely that the Company would be required to sell securities in an unrealized loss position.
The following table provides a roll-forward of the amount related to credit losses for the Company’s available for sale investments recognized in earnings for which a portion of an OTTI loss was recognized in accumulated other comprehensive income for the three and six months ended June 30, 2013:
| | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Beginning balance | | $ | (1,883 | ) | | $ | (2,187 | ) | | $ | (2,000 | ) | | $ | (2,225 | ) |
Addition for the amount related to the credit loss for which an other-than-temporary impairment was not previously recognized | | | — | | | | (3 | ) | | | — | | | | (3 | ) |
Addition for the amount related to the credit loss for which an other-than-temporary impairment was previously recognized | | | — | | | | (278 | ) | | | — | | | | (498 | ) |
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security | | | — | | | | — | | | | — | | | | — | |
Reductions for securities sold during the period | | | 114 | | | | 200 | | | | 231 | | | | 458 | |
| | | | | | | | | | | | | | | | |
Ending balance | | $ | (1,769 | ) | | $ | (2,268 | ) | | $ | (1,769 | ) | | $ | (2,268 | ) |
| | | | | | | | | | | | | | | | |
Variable Interest Entities
Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristics of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.
The Company is involved in the normal course of business with VIEs primarily as a passive investor in residential and commercial mortgage-backed securities and through its interests in other investments in alternative and specialty funds that are structured as limited partnerships considered to be third party VIEs. The Company determined that it was not the primary beneficiary for any of these investments as of June 30, 2013. The Company believes its exposure to loss with respect to these investments is generally limited to the investment carrying amounts reported in the Company’s Condensed Consolidated Balance Sheets and any unfunded investment commitments.
15
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The Company determines the fair value of the fixed maturity investments, short-term investments, equity securities, other investments, debt, and other assets and liabilities in accordance with current accounting guidance, which defines fair value and establishes a fair value hierarchy based on inputs to the various valuation techniques used for each fair value measurement. The Company determines the estimated fair value of each individual security utilizing the highest level inputs available. Valuation inputs by security type may include the following:
| • | | Government and agencies fixed maturity securities – These securities are generally priced by pricing services or index providers. The pricing services or index providers may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the pricing service typically uses analytical models which may incorporate option adjusted spreads, daily interest rate data and market/sector news. The Company generally classifies the fair values of government and agencies securities in Level 2. Current issue U.S. government securities are generally valued based on Level 1 inputs, which use the market approach valuation technique. |
| • | | Government guaranteed corporate fixed maturity securities – These securities are generally priced by pricing services or index providers. The pricing service or index providers may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the pricing service typically uses analytical spread models which may incorporate inputs from the U.S treasury curve or LIBOR. The Company generally classifies the fair values of its government guaranteed corporate securities in Level 2. |
| • | | Corporate fixed maturity securities – These securities are generally priced by pricing services or index providers. The pricing services or index providers typically use discounted cash flow models that incorporate benchmark curves for treasury, swap and high issuance credits. Credit spreads are developed from current market observations for like or similar securities. The Company generally classifies the fair values of its corporate securities in Level 2. |
| • | | Equity securities – These securities are generally priced by pricing services or index providers. Depending on the type of underlying equity security or equity fund, the securities are priced by pricing services or index providers based on quoted market prices in active markets or through a discounted cash flow model that incorporates benchmark curves for treasury, swap and credits for like or similar securities. The Company generally classifies the fair values of its equity securities in Level 1 or 2. |
16
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4. | Fair value measurement, cont’d. |
| • | | Other assets and liabilities – These balances include a variety of derivative instruments used to enhance the efficiency of the investment portfolio and economically hedge certain risks. These instruments are generally priced by pricing services, broker/dealers and/or recent trading activity. The market value approach valuation technique is used to estimate the fair value for these derivatives based on significant observable market inputs. Certain derivative instruments are priced by pricing services based on quoted market prices in active markets. These derivative instruments are generally classified in Level 1. Other derivative instruments are priced using industry valuation models and are considered Level 2, as the inputs to the valuation model are based on observable market inputs. Also included in this line item are proprietary, non-exchange traded derivative-based risk management products primarily used to address weather and energy risks. The trading market for these weather derivatives is generally linked to energy and agriculture commodities, weather and other natural phenomena. In instances where market prices are not available, the Company uses industry or internally developed valuation techniques such as spread option, Black Scholes, quanto and simulation modeling to determine fair value and classifies these in Level 3. These models may reference prices for similar instruments. |
| • | | Structured securities including agency and non-agency, residential and commercial, mortgage and asset-backed securities – These securities are generally priced by broker/dealers. Broker/dealers may use current market trades for securities with similar qualities. If no such trades are available, inputs such as bid and offer, prepayment speeds, the U.S. treasury curve, swap curve and cash settlement may be used in a discounted cash flow model to determine the fair value of a security. The Company generally classifies the fair values of its structured securities in Level 2. |
| • | | Other investments – Other investments, including alternative funds and specialty funds, are generally priced on net asset values (“NAV”) received from the fund managers or administrators. Due to the timing of the delivery of the final NAV by certain of the fund managers, valuations of certain alternative funds and specialty funds are estimated based on the most recently available information, including period end NAVs, period end estimates, or, in some cases, prior month or prior quarter NAVs. As this valuation technique incorporates both observable and significant unobservable inputs, the Company generally classifies the fair value of its other investments in Level 3. |
| • | | Debt – Outstanding debt consists of the Company’s 6.15% Senior Notes due October 15, 2015 and the 7.0% Senior Notes due July 15, 2034 (the “Senior Notes”). The fair values of these securities were obtained from a third party pricing service and pricing was based on the spread above the risk-free yield curve. These spreads are generally obtained from the new issue market, secondary trading and broker-dealer quotes. As these spreads and the yields for the risk-free yield curve are observable market inputs, the fair values of the Senior Notes are classified in Level 2. |
The carrying values of cash and cash equivalents, accrued investment income, net receivable on sales of investments, net payable on purchases of investments and other financial instruments not described above approximated their fair values at June 30, 2013.
Transfers between levels are assumed to occur at the end of each period.
17
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4. | Fair value measurement, cont’d. |
The following table sets forth the Company’s available for sale investments, other investments, other assets and liabilities and debt categorized by the level within the hierarchy in which the fair value measurements fall at June 30, 2013:
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at June 30, 2013 | |
| | Total at June 30, 2013 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Fixed maturity investments | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | 671,597 | | | $ | 13,764 | | | $ | 657,833 | | | $ | — | |
U.S. state and municipal securities | | | 27,902 | | | | — | | | | 27,902 | | | | — | |
Foreign government securities | | | 161,373 | | | | — | | | | 161,373 | | | | — | |
Government guaranteed corporate securities | | | 50,435 | | | | — | | | | 50,435 | | | | — | |
Corporate securities | | | 1,273,322 | | | | — | | | | 1,272,545 | | | | 777 | |
Residential mortgage-backed securities | | | 1,203,477 | | | | — | | | | 1,203,246 | | | | 231 | |
Commercial mortgage-backed securities | | | 866,181 | | | | — | | | | 861,072 | | | | 5,109 | |
Asset-backed securities | | | 500,804 | | | | — | | | | 499,375 | | | | 1,429 | |
| | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | 4,755,091 | | | $ | 13,764 | | | $ | 4,733,781 | | | $ | 7,546 | |
Equity securities | | | | | | | | | | | | | | | | |
Equity investments | | | 148,591 | | | | 107,439 | | | | 41,152 | | | | — | |
Emerging market debt funds | | | 50,139 | | | | — | | | | 50,139 | | | | — | |
Preferred equity investments | | | 9,068 | | | | — | | | | 9,068 | | | | — | |
Short-term fixed income fund | | | 25,121 | | | | 25,121 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
Total equity securities | | $ | 232,919 | | | $ | 132,560 | | | $ | 100,359 | | | $ | — | |
Short-term investments | | | 15,382 | | | | — | | | | 15,382 | | | | — | |
Other investments | | | 569,393 | | | | — | | | | — | | | | 569,393 | |
Other assets (see Note 7) | | | 72,157 | | | | — | | | | 72,157 | | | | — | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 5,644,942 | | | $ | 146,324 | | | $ | 4,921,679 | | | $ | 576,939 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Other liabilities (see Note 7) | | $ | 40,914 | | | $ | — | | | $ | 40,914 | | | $ | — | |
Debt | | | 577,188 | | | | — | | | | 577,188 | | | | — | |
| | | | | | | | | | | | | | | | |
Total liabilities | | $ | 618,102 | | | $ | — | | | $ | 618,102 | | | $ | — | |
| | | | | | | | | | | | | | | | |
During the six months ended June 30, 2013, there were net transfers into Level 3 from Level 2 of $3.1 million, excluding other investments. Transfers into Level 3 consisted of corporate securities, commercial mortgage-backed securities and asset-backed securities for which observable inputs were no longer available in the current period.
18
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4. | Fair value measurement, cont’d. |
The following table sets forth the Company’s available for sale investments, other investments, other assets and liabilities and debt categorized by the level within the hierarchy in which the fair value measurements fall at December 31, 2012:
| | | | | | | | | | | | | | | | |
| | Fair Value Measurements at December 31, 2012 | |
| | Total at December 31, 2012 | | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | |
Assets | | | | | | | | | | | | | | | | |
Fixed maturity investments | | | | | | | | | | | | | | | | |
U.S. government and agencies securities | | $ | 737,535 | | | $ | 39,889 | | | $ | 697,646 | | | $ | — | |
U.S. state and municipal securities | | | 38,894 | | | | — | | | | 38,894 | | | | — | |
Foreign government securities | | | 109,337 | | | | — | | | | 109,337 | | | | — | |
Government guaranteed corporate securities | | | 64,464 | | | | — | | | | 64,464 | | | | — | |
Corporate securities | | | 1,373,671 | | | | — | | | | 1,373,671 | | | | — | |
Residential mortgage-backed securities | | | 1,280,579 | | | | — | | | | 1,280,223 | | | | 356 | |
Commercial mortgage-backed securities | | | 781,379 | | | | — | | | | 777,049 | | | | 4,330 | |
Asset-backed securities | | | 482,291 | | | | — | | | | 478,480 | | | | 3,811 | |
| | | | | | | | | | | | | | | | |
Total fixed maturity investments | | $ | 4,868,150 | | | $ | 39,889 | | | $ | 4,819,764 | | | $ | 8,497 | |
Equity securities | | | | | | | | | | | | | | | | |
Equity investments | | | 66,310 | | | | 66,310 | | | | — | | | | — | |
Emerging market debt funds | | | 10,576 | | | | — | | | | 10,576 | | | | — | |
Preferred equity investments | | | 10,111 | | | | — | | | | 10,111 | | | | — | |
| | | | | | | | | | | | | | | | |
Total equity securities | | $ | 86,997 | | | $ | 66,310 | | | $ | 20,687 | | | $ | — | |
Short-term investments | | | 42,230 | | | | — | | | | 42,230 | | | | — | |
Other investments | | | 517,546 | | | | — | | | | — | | | | 517,546 | |
Other assets (see Note 7) | | | 23,649 | | | | — | | | | 20,688 | | | | 2,961 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 5,538,572 | | | $ | 106,199 | | | $ | 4,903,369 | | | $ | 529,004 | |
| | | | | | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | | | | | |
Other liabilities (see Note 7) | | | 10,660 | | | | — | | | | 7,699 | | | | 2,961 | |
Debt | | | 592,677 | | | | — | | | | 592,677 | | | | — | |
| | | | | | | | | | | | | | | | |
Total liabilities | | $ | 603,337 | | | $ | — | | | $ | 600,376 | | | $ | 2,961 | |
| | | | | | | | | | | | | | | | |
19
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4. | Fair value measurement, cont’d. |
Level 3 assets represented 10.22% and 9.55% of the Company’s total available for sale investments, other investments and derivative instruments at June 30, 2013 and December 31, 2012, respectively. There were no material changes in the Company’s valuation techniques for the six months ended June 30, 2013. No impairment losses on Level 3 securities were recognized in earnings for the three and six months ended June 30, 2013 or 2012.
The following tables present a reconciliation of the beginning and ending balances for all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs during the three and six months ended June 30, 2013 and 2012, respectively:
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2013 | |
| | Fixed maturity investments | | | Other investments | | | Other assets | | | Total assets | | | Other liabilities | |
Level 3, beginning of period | | $ | 9,814 | | | $ | 554,715 | | | $ | 6 | | | $ | 564,535 | | | $ | 12 | |
Total net realized gains included in earnings | | | 43 | | | | 16,419 | | | | — | | | | 16,462 | | | | — | |
Total net realized and unrealized losses included in earnings | | | (2 | ) | | | (9,639 | ) | | | — | | | | (9,641 | ) | | | — | |
Change in unrealized gains included in other comprehensive (loss) income | | | 243 | | | | — | | | | — | | | | 243 | | | | — | |
Change in unrealized losses included in other comprehensive (loss) income | | | (154 | ) | | | — | | | | — | | | | (154 | ) | | | — | |
Purchases | | | — | | | | 23,424 | | | | — | | | | 23,424 | | | | — | |
Sales | | | (2,276 | ) | | | (15,526 | ) | | | (6 | ) | | | (17,808 | ) | | | (12 | ) |
Transfers in to Level 3 | | | 383 | | | | — | | | | — | | | | 383 | | | | — | |
Transfers out of Level 3 | | | (505 | ) | | | — | | | | — | | | | (505 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Level 3, end of period | | $ | 7,546 | | | $ | 569,393 | | | $ | — | | | $ | 576,939 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | Fixed maturity investments | | | Other investments | | | Other assets | | | Total assets | | | Other liabilities | |
Level 3, beginning of period | | $ | 8,497 | | | $ | 517,546 | | | $ | 2,961 | | | $ | 529,004 | | | $ | 2,961 | |
Total net realized gains included in earnings | | | 48 | | | | 41,902 | | | | — | | | | 41,950 | | | | — | |
Total net realized and unrealized losses included in earnings | | | (2 | ) | | | (12,063 | ) | | | — | | | | (12,065 | ) | | | — | |
Change in unrealized gains included in other comprehensive (loss) income | | | 327 | | | | — | | | | — | | | | 327 | | | | — | |
Change in unrealized losses included in other comprehensive (loss) income | | | (208 | ) | | | — | | | | — | | | | (208 | ) | | | — | |
Purchases | | | — | | | | 45,414 | | | | 6 | | | | 45,420 | | | | 12 | |
Sales | | | (4,202 | ) | | | (23,406 | ) | | | (2,967 | ) | | | (30,575 | ) | | | (2,973 | ) |
Transfers in to Level 3 | | | 3,647 | | | | — | | | | — | | | | 3,647 | | | | — | |
Transfers out of Level 3 | | | (561 | ) | | | — | | | | — | | | | (561 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Level 3, end of period | | $ | 7,546 | | | $ | 569,393 | | | $ | — | | | $ | 576,939 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
20
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4. | Fair value measurement, cont’d. |
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2012 | |
| | Fixed maturity investments | | | Other investments | | | Other assets | | | Total assets | | | Other liabilities | |
Level 3, beginning of period | | $ | 8,903 | | | $ | 432,428 | | | $ | — | | | $ | 441,331 | | | $ | — | |
Total net realized gains included in earnings | | | 5 | | | | 10,825 | | | | — | | | | 10,830 | | | | — | |
Total net realized and unrealized losses included in earnings | | | (13 | ) | | | (10,899 | ) | | | — | | | | (10,912 | ) | | | — | |
Change in unrealized gains included in other comprehensive (loss) income | | | 568 | | | | — | | | | — | | | | 568 | | | | — | |
Change in unrealized losses included in other comprehensive (loss) income | | | (115 | ) | | | — | | | | — | | | | (115 | ) | | | — | |
Purchases | | | (214 | ) | | | 47,200 | | | | — | | | | 46,986 | | | | — | |
Sales | | | (582 | ) | | | (694 | ) | | | — | | | | (1,276 | ) | | | — | |
Transfers in to Level 3 | | | 1,684 | | | | — | | | | — | | | | 1,684 | | | | — | |
Transfers out of Level 3 | | | (417 | ) | | | — | | | | — | | | | (417 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Level 3, end of period | | $ | 9,819 | | | $ | 478,860 | | | $ | — | | | $ | 488,679 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2012 | |
| | Fixed maturity investments | | | Other investments | | | Other assets | | | Total assets | | | Other liabilities | |
Level 3, beginning of period | | $ | 10,394 | | | $ | — | | | $ | — | | | $ | 10,394 | | | $ | — | |
Total net realized gains included in earnings | | | 10 | | | | 10,825 | | | | — | | | | 10,835 | | | | — | |
Total net realized and unrealized losses included in earnings | | | (13 | ) | | | (10,899 | ) | | | — | | | | (10,912 | ) | | | — | |
Change in unrealized gains included in other comprehensive (loss) income | | | 1,162 | | | | — | | | | — | | | | 1,162 | | | | — | |
Change in unrealized losses included in other comprehensive (loss) income | | | (229 | ) | | | — | | | | — | | | | (229 | ) | | | — | |
Purchases | | | (40 | ) | | | 47,200 | | | | — | | | | 47,160 | | | | — | |
Sales | | | (1,032 | ) | | | (694 | ) | | | — | | | | (1,726 | ) | | | — | |
Transfers in to Level 3 | | | 2,076 | | | | 432,428 | (1) | | | — | | | | 434,504 | | | | — | |
Transfers out of Level 3 | | | (2,509 | ) | | | — | | | | — | | | | (2,509 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Level 3, end of period | | $ | 9,819 | | | $ | 478,860 | | | $ | — | | | $ | 488,679 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | |
(1) | As required by ASU 2011-04, the fair value of the Company’s other investments was transferred into Level 3 at March 31, 2012. |
21
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The two-class method utilized by the Company is an earnings allocation formula that determines earnings per share for the holders of Endurance Holdings’ ordinary shares (also referred to as “common shares”) and participating common shares, which includes unvested restricted shares that receive cash dividends, according to dividends declared and participation rights in undistributed earnings. Net income available to common and participating common shareholders is reduced by the amount of dividends declared in the current period and by the contractual amount of dividends that must be paid for the current period related to the Company’s common and participating common shares. Any remaining undistributed earnings are allocated to the common and participating common shareholders to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. In periods of loss, no losses are allocated to participating common shareholders. Instead, all such losses are allocated solely to the common shareholders.
Basic earnings per common share are calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding. The weighted average number of common shares excludes any dilutive effect of outstanding options and convertible securities such as unvested restricted shares.
Diluted earnings per common share are based on the weighted average number of common shares and assumes the exercise of all dilutive stock options and the vesting or conversion of all convertible securities such as unvested restricted shares using the two-class method described above.
The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2013 and 2012:
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Numerator: | | | | | | | | | | | | | | | | |
Net income available to common and participating common shareholders | | $ | 52,831 | | | $ | 64,295 | | | $ | 144,942 | | | $ | 138,649 | |
Less amount allocated to participating common shareholders(1) | | | (1,132 | ) | | | (1,085 | ) | | | (2,745 | ) | | | (2,377 | ) |
| | | | | | | | | | | | | | | | |
Net income allocated to common shareholders | | $ | 51,699 | | | $ | 63,210 | | | $ | 142,197 | | | $ | 136,272 | |
| | | | | | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | | | | | |
Weighted average shares – basic | | | 42,621,301 | | | | 42,598,611 | | | | 42,526,686 | | | | 42,518,902 | |
| | | | | | | | | | | | | | | | |
| | | | |
Share equivalents: | | | | | | | | | | | | | | | | |
Options | | | — | | | | 36,093 | | | | — | | | | 39,693 | |
Restricted share units | | | 229 | | | | 479 | | | | 679 | | | | 3,412 | |
| | | | | | | | | | | | | | | | |
Weighted average shares – diluted | | | 42,621,530 | | | | 42,635,183 | | | | 42,527,365 | | | | 42,562,007 | |
| | | | | | | | | | | | | | | | |
| | | | |
Basic earnings per common share | | $ | 1.21 | | | $ | 1.48 | | | $ | 3.34 | | | $ | 3.20 | |
| | | | | | | | | | | | | | | | |
Diluted earnings per common share | | $ | 1.21 | | | $ | 1.48 | | | $ | 3.34 | | | $ | 3.20 | |
| | | | | | | | | | | | | | | | |
(1) | Represents earnings attributable to holders of unvested restricted shares issued by the Company. In periods of loss, no losses are allocated to participating common shareholders (unvested restricted shares). |
22
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
5. | Earnings per share, cont’d. |
Endurance Holdings declared a dividend of $0.484375 per Series A preferred share and $0.46875 per Series B preferred share on May 8, 2013 (2012 - Series A: $0.484375, Series B: $0.46875). The Series A and Series B preferred share dividends were paid on June 14, 2013 to shareholders of record on May 31, 2013. Endurance Holdings also declared a dividend of $0.32 per common share on May 8, 2013 (2012 - $0.31). The dividend was paid on June 28, 2013 to shareholders of record on June 14, 2013.
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | | | |
Dividends declared per Series A preferred share | | $ | 0.484375 | | | $ | 0.484375 | | | $ | 0.968750 | | | $ | 0.968750 | |
| | | | | | | | | | | | | | | | |
Dividends declared per Series B preferred share | | $ | 0.468750 | | | $ | 0.468750 | | | $ | 0.937500 | | | $ | 0.937500 | |
| | | | | | | | | | | | | | | | |
Dividends declared per common share | | $ | 0.32 | | | $ | 0.31 | | | $ | 0.64 | | | $ | 0.62 | |
| | | | | | | | | | | | | | | | |
6. | Accumulated other comprehensive income |
The following table presents the changes in accumulated other comprehensive income balances by component for the three and six months ended June 30, 2013:
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended June 30, 2013 | |
| | Gains and losses on cash flow hedges | | | Unrealized gains and losses on available-for- sale securities | | | Foreign currency items | | | Total | |
Beginning balance | | $ | (1,928 | ) | | $ | 136,885 | | | $ | 2,482 | | | $ | 137,439 | |
Other comprehensive (loss) income before reclassifications | | | — | | | | (96,457 | ) | | | 219 | | | | (96,238 | ) |
Amounts reclassified from accumulated other comprehensive income(1) | | | 29 | | | | (9,792 | ) | | | — | | | | (9,763 | ) |
| | | | | | | | | | | | | | | | |
Net current period other comprehensive (loss) income | | | 29 | | | | (106,249 | ) | | | 219 | | | | (106,001 | ) |
| | | | | | | | | | | | | | | | |
Ending balance | | $ | (1,899 | ) | | $ | 30,636 | | | $ | 2,701 | | | $ | 31,438 | |
| | | | | | | | | | | | | | | | |
(1) | All amounts are net of tax. |
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | Gains and losses on cash flow hedges | | | Unrealized gains and losses on available-for- sale securities | | | Foreign currency items | | | Total | |
Beginning balance | | $ | (1,944 | ) | | $ | 141,731 | | | $ | 12,676 | | | $ | 152,463 | |
Other comprehensive (loss) income before reclassifications | | | — | | | | (96,360 | ) | | | (9,975 | ) | | | (106,335 | ) |
Amounts reclassified from accumulated other comprehensive income(1) | | | 45 | | | | (14,735 | ) | | | — | | | | (14,690 | ) |
| | | | | | | | | | | | | | | | |
Net current period other comprehensive (loss) income | | | 45 | | | | (111,095 | ) | | | (9,975 | ) | | | (121,025 | ) |
| | | | | | | | | | | | | | | | |
Ending balance | | $ | (1,899 | ) | | $ | 30,636 | | | $ | 2,701 | | | $ | 31,438 | |
| | | | | | | | | | | | | | | | |
(1) | All amounts are net of tax. |
23
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
6. | Accumulated other comprehensive income, cont’d. |
The following table presents the significant items reclassified out of accumulated other comprehensive income during the three and six months ended June 30, 2013:
| | | | | | |
Three Months Ended June 30, 2013 |
Details about accumulated other comprehensive income components | | Amount reclassified from accumulated other comprehensive income | | | Affected line item in the Unaudited Condensed Consolidated Statements of Income and Comprehensive (Loss) Income |
Gains and losses on cash flow hedges - Debt | | $ | 29 | | | Interest expense |
| | | | | | |
| | | 29 | | | Total before income taxes |
| | | — | | | Income tax expense |
| | | | | | |
| | $ | 29 | | | Total net of income taxes |
| | | | | | |
| | |
Unrealized (gains) losses on available-for-sale securities | | $ | (11,308 | ) | | Net realized and unrealized investment gains |
| | | 579 | | | Net impairment losses recognized in earnings |
| | | | | | |
| | | (10,729 | ) | | Total before income taxes |
| | | 937 | | | Income tax expense |
| | | | | | |
| | $ | (9,792 | ) | | Total net of income taxes |
| | | | | | |
|
Six Months Ended June 30, 2013 |
Details about accumulated other comprehensive income components | | Amount reclassified from accumulated other comprehensive income | | | Affected line item in the Unaudited Condensed Consolidated Statements of Income and Comprehensive (Loss) Income |
Gains and losses on cash flow hedges - Debt | | $ | 45 | | | Interest expense |
| | | | | | |
| | | 45 | | | Total before income taxes |
| | | — | | | Income tax expense |
| | | | | | |
| | $ | 45 | | | Total net of income taxes |
| | | | | | |
| | |
Unrealized (gains) losses on available-for-sale securities | | $ | (17,265 | ) | | Net realized and unrealized investment gains |
| | | 1,385 | | | Net impairment losses recognized in earnings |
| | | | | | |
| | | (15,880 | ) | | Total before income taxes |
| | | 1,145 | | | Income tax expense |
| | | | | | |
| | $ | (14,735 | ) | | Total net of income taxes |
| | | | | | |
24
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The Company’s derivative instruments are recorded in the Condensed Consolidated Balance Sheets at fair value, with changes in fair value and gains and losses recognized in net realized and unrealized investment gains, net foreign exchange losses (gains) and other underwriting income (loss) in the Condensed Consolidated Statements of Income and Comprehensive (Loss) Income.
During 2012, the Company entered into the weather risk management business through its newly formed unit, Endurance Global Weather. Endurance Global Weather regularly transacts in certain derivative-based risk management products primarily to address weather and energy risks. The trading markets for these derivatives are generally linked to energy and agriculture commodities, weather and other natural phenomena. Generally, the Company’s current portfolio of such derivative contracts is of short duration and such contracts are predominantly seasonal in nature.
The Company’s derivatives are not designated as hedges under current accounting guidance. The Company invests a portion of its fixed maturity assets with third party investment managers with investment guidelines that permit the use of derivative instruments. The Company may enter derivative transactions directly or as part of strategies employed by its external investment managers. The Company’s objectives for holding these derivatives are as follows:
Interest Rate Futures, Swaps, Swaptions and Options- to manage exposure to interest rate risk, which can include increasing or decreasing its exposure to this risk through modification of the portfolio composition and duration.
Foreign Exchange Forwards, Futures and Options- as part of overall currency risk management and investment strategies.
Credit Default Swaps - to manage market exposures. The Company may assume or economically hedge credit risk through credit default swaps to replicate or hedge investment positions. The original term of these credit default swaps is generally five years or less.
Commodity Futures and Options- to economically hedge certain underwriting risks.
To-Be-Announced Mortgage-backed Securities (“TBAs”)- to enhance investment performance and as part of overall investment strategy. TBAs represent commitments to purchase or sell a future issuance of agency mortgage-backed securities. For the period between purchase of a TBA and issuance of the underlying securities, the Company’s position is accounted for as a derivative.
Energy and Weather Contracts- to address weather and energy risks. The Company may purchase or sell contracts with financial settlements based on the performance of an index linked to a quantifiable weather element, such as temperature, precipitation, snowfall or wind speed, and structures with multiple risk triggers indexed to a quantifiable weather element and a weather sensitive commodity price, such as temperature and electrical power or natural gas.
25
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The fair values and the related notional values of derivatives at June 30, 2013 and December 31, 2012 are noted below.
| | | | | | | | | | | | | | | | |
| | June 30, 2013 | | | December 31, 2012 | |
| | | | | Notional | | | | | | Notional | |
| | Fair | | | Principal | | | Fair | | | Principal | |
| | Value | | | Amount | | | Value | | | Amount | |
Derivatives recorded in other assets | | | | | | | | | | | | | | | | |
Foreign exchange forward contracts | | $ | 430 | | | $ | 11,640 | | | $ | 23 | | | $ | 1,652 | |
Credit default swaps | | | 199 | | | | 4,968 | | | | 9 | | | | 410 | |
Interest rate swaps | | | — | | | | — | | | | 76 | | | | 5,000 | |
Interest rate swaptions | | | 37 | | | | 1,000 | | | | 57 | | | | 2,200 | |
Interest rate futures | | | — | | | | 160,000 | | | | — | | | | — | |
TBAs | | | 71,491 | | | | 71,000 | | | | 20,523 | | | | 19,000 | |
Energy and weather contracts | | | — | | | | — | | | | 2,961 | | | | 15,573 | |
| | | | | | | | | | | | | | | | |
Total recorded in other assets | | $ | 72,157 | | | | | | | $ | 23,649 | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Derivatives recorded in other liabilities | | | | | | | | | | | | | | | | |
Foreign exchange forward contracts | | $ | 320 | | | $ | 11,589 | | | $ | 60 | | | $ | 5,296 | |
Interest rate swaps | | | 753 | | | | 18,421 | | | | — | | | | — | |
Interest rate swaptions | | | 431 | | | | 47,866 | | | | 133 | | | | 14,500 | |
TBAs | | | 39,410 | | | | 39,000 | | | | 7,506 | | | | 7,000 | |
Energy and weather contracts | | | — | | | | — | | | | 2,961 | | | | 15,573 | |
| | | | | | | | | | | | | | | | |
Total recorded in other liabilities | | $ | 40,914 | | | | | | | $ | 10,660 | | | | | |
| | | | | | | | | | | | | | | | |
Net derivative asset | | $ | 31,243 | | | | | | | $ | 12,989 | | | | | |
| | | | | | | | | | | | | | | | |
On January 1, 2013, the Company adopted new guidance that requires disclosure of financial instruments subject to a master netting agreement. At June 30, 2013, derivative assets of $0.7 million and liabilities of $1.5 million were traded under International Swaps and Derivatives Association Master Agreements (“ISDAs”) which provide for the ability to settle the derivative asset and liability with each counterparty on a net basis. TBAs and interest rate futures are not subject to ISDAs. At June 30, 2013 and December 31, 2012, none of the Company’s derivative instruments were netted. See Note 10 for information on collateral pledged.
26
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
The gains and losses on the Condensed Consolidated Statements of Income and Comprehensive (Loss) Income for derivatives for the three and six months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Six Months Ended | |
| | June 30, | | | June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Total gains included in net foreign exchange losses (gains) from foreign exchange forward contracts | | $ | 169 | | | $ | 270 | | | $ | 330 | | | $ | 151 | |
| | | | | | | | | | | | | | | | |
Futures contracts | | $ | (47 | ) | | $ | — | | | $ | (47 | ) | | $ | 87 | |
Credit default swaps | | | 114 | | | | — | | | | 116 | | | | 43 | |
Interest rate swaps | | | (279 | ) | | | (196 | ) | | | (161 | ) | | | (43 | ) |
Interest rate swaptions | | | (276 | ) | | | 37 | | | | (101 | ) | | | 47 | |
TBAs | | | (448 | ) | | | 326 | | | | (465 | ) | | | 335 | |
| | | | | | | | | | | | | | | | |
Total (losses) gains included in net realized and unrealized investment gains | | $ | (936 | ) | | $ | 167 | | | $ | (658 | ) | | $ | 469 | |
| | | | | | | | | | | | | | | | |
Total losses included in other underwriting income (loss) from commodity put options | | $ | — | | | $ | (1,300 | ) | | $ | — | | | $ | (1,300 | ) |
| | | | | | | | | | | | | | | | |
Total gains included in other underwriting income (loss) from energy and weather contracts | | $ | 6 | | | $ | — | | | $ | 1,172 | | | $ | — | |
| | | | | | | | | | | | | | | | |
Total (losses) gains from derivatives | | $ | (761 | ) | | $ | (863 | ) | | $ | 844 | | | $ | (680 | ) |
| | | | | | | | | | | | | | | | |
8. | Stock-based employee compensation and other stock plans |
The Company has a stock-based employee compensation plan, that provides the Company with the ability to grant to employees and non-employee directors restricted shares, restricted share units, stock appreciation rights, share bonuses, options to purchase the Company’s ordinary shares and other forms of equity incentive awards, as determined by the Compensation Committee of the Company’s Board of Directors.
On May 28, 2013, the Board of Directors elected John R. Charman as the Company’s Chairman and Chief Executive Officer. Mr. Charman received a stock option to purchase 800,000 ordinary shares at an exercise price of $48.20 per share, and a grant of 708,890 restricted shares, as an employment inducement pursuant to Rule 303A.08 of the New York Stock Exchange Corporate Governance Standards.
Stock Options
The 800,000 options awarded to Mr. Charman will vest annually, in five equal tranches commencing on May 28, 2013, subject to Mr. Charman’s continued employment, or in the event of certain terminations of employment and other events. Mr. Charman’s option awards have a 10-year contractual life.
27
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8. | Stock-based employee compensation and other stock plans, cont’d. |
A summary of option activity, including options held by employees and non-employee directors, during the six months ended June 30, 2013 is presented below:
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | | | | | | | Weighted Average | | | | |
| | | | | Weighted | | | Remaining | | | | |
| | Number of | | | Average | | | Contractual Life | | | Aggregate | |
Options Outstanding | | Options | | | Exercise Price | | | (years) | | | Intrinsic Value | |
| | | | |
Beginning, December 31, 2012 | | | 39,501 | | | $ | 27.78 | | | | | | | | | |
Granted | | | 800,000 | | | | 48.20 | | | | | | | | | |
Exercised | | | 24,501 | | | | 23.88 | | | | | | | | | |
Forfeited | | | — | | | | — | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | |
Outstanding, June 30, 2013 | | | 815,000 | | | $ | 47.94 | | | | 9.75 | | | $ | 2,861 | |
| | | | | | | | | | | | | | | | |
| | | | |
Exercisable and vested options, June 30, 2013 | | | 175,000 | | | $ | 46.98 | | | | 9.14 | | | $ | 782 | |
| | | | | | | | | | | | | | | | |
During the three and six months ended June 30, 2013, 800,000 options were granted (2012 – Nil) with a weighted average grant date fair value of $10.2 million (2012 – Nil). The Company uses the Black-Scholes-Merton formula to estimate the value of stock options granted. No options expired during the three and six months ended June 30, 2013 and 2012. During the three and six months ended June 30, 2013, 12,501 (2012 - 13,800) and 24,501 (2012 - 26,800) options were exercised, respectively. During the three and six months ended June 30, 2013, 160,000 options vested (2012 – Nil). The total intrinsic value of options exercised during the three and six months ended June 30, 2013 was $0.3 million (2012 - $0.3 million) and $0.5 million (2012 - $0.6 million), respectively. The Company received proceeds of $0.3 million (2012 - $0.3 million) and $0.6 million (2012 - $0.5 million) from the exercise of options during the three and six months ended June 30, 2013, respectively. The Company issued new ordinary shares in connection with the exercise of the above options.
For the three and six months ended June 30, 2013, compensation costs recognized in earnings for all options totaled $2.4 million (2012 – Nil).
There was unrecognized stock-based compensation expenses of $7.8 million related to unvested stock options at June 30, 2013. This expense is expected to be recognized between 2013 and 2017, with approximately 27.2% expected to be recognized during the remainder of 2013.
Restricted Shares and Restricted Share Units
The 708,890 restricted shares awarded to Mr. Charman, as discussed above, will vest annually, in five equal tranches commencing on May 28, 2013, subject to Mr. Charman’s continued employment, or in the event of certain terminations of employment and other events.
28
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8. | Stock-based employee compensation and other stock plans, cont’d. |
A summary of the restricted share and restricted share unit activity during the six months ended June 30, 2013 is presented below:
| | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | Number of | | | Aggregate | |
| | Shares/Units | | | Intrinsic Value | |
| | |
Unvested, December 31, 2012 | | | 686,633 | | | | | |
Granted | | | 1,070,655 | | | | | |
Settled | | | (403,453 | ) | | | | |
Forfeited | | | (116,508 | ) | | | | |
| | | | | | | | |
| | |
Unvested, June 30, 2013 | | | 1,237,327 | | | | | |
| | | | | | | | |
| | |
Outstanding, June 30, 2013 | | | 1,237,327 | | | $ | 63,660 | |
| | | | | | | | |
During the three and six months ended June 30, 2013, the Company granted an aggregate of 727,271 (2012 - 23,260) and 1,070,655 (2012 - 400,568) restricted shares and restricted share units with weighted average grant date fair values of $35.1 million (2012 - $0.9 million) and $50.3 million (2012 - $15.4 million), respectively. During the three and six months ended June 30, 2013, the aggregate fair value of restricted shares and restricted share units that vested was $7.8 million (2012 - $1.4 million) and $16.9 million (2012 - $11.6 million), respectively.
For the three and six months ended June 30, 2013, compensation costs recognized in earnings for all restricted shares and restricted share units were $8.8 million (2012 - $1.6 million) and $13.5 million (2012 - $6.6 million), respectively. At June 30, 2013, compensation costs not yet recognized related to non-vested awards was $38.5 million. This expense is expected to be recognized between 2013 and 2017, with approximately 29.6% expected to be recognized during the remainder of 2013.
Employee Share Purchase Plan
The Company also has an Employee Share Purchase Plan under which employees of Endurance Holdings and certain of its subsidiaries may purchase Endurance Holdings’ ordinary shares. Total expenses related to this plan for the three and six months ended June 30, 2013 was approximately $44,000 (2012 - $45,000) and $82,000 (2012 - $89,000), respectively.
The determination of the Company’s business segments is based on how the Company monitors the performance of its underwriting operations. The Company has two reportable business segments, Insurance and Reinsurance, which are comprised of the following lines of business:
Insurance segment lines of business
| • | | Casualty and other specialty |
29
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
Reinsurance segment lines of business
Management measures segment results on the basis of the combined ratio, which is obtained by dividing the sum of the net losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned. When purchased within a single line of business, ceded reinsurance and recoveries are accounted for within that line of business. When purchased across multiple lines of business, ceded reinsurance and recoveries are allocated to the lines of business in proportion to the related risks assumed. The Company does not manage its assets by segment; accordingly, investment income and total assets are not allocated to the individual business segments. General and administrative expenses incurred by the segments are allocated directly. Remaining general and administrative expenses not directly incurred by the segments are allocated primarily based on estimated consumption, headcount and other variables deemed relevant to the allocation of such expenses. Ceded reinsurance and recoveries are recorded within the business segment to which they apply.
The following table provides a summary of segment revenues, results and reserves for losses and loss expenses for the three months ended June 30, 2013:
| | | | | | | | | | | | |
| | Three Months Ended June 30, 2013 | |
| | Insurance | | | Reinsurance | | | Total | |
Revenues | | | | | | | | | | | | |
Gross premiums written | | $ | 276,941 | | | $ | 295,769 | | | $ | 572,710 | |
Ceded premiums written | | | (85,439 | ) | | | (22,650 | ) | | | (108,089 | ) |
| | | | | | | | | | | | |
Net premiums written | | | 191,502 | | | | 273,119 | | | | 464,621 | |
| | | | | | | | | | | | |
Net premiums earned | | | 267,878 | | | | 275,457 | | | | 543,335 | |
Other underwriting income | | | — | | | | 888 | | | | 888 | |
| | | | | | | | | | | | |
| | | 267,878 | | | | 276,345 | | | | 544,223 | |
| | | | | | | | | | | | |
| | | |
Expenses | | | | | | | | | | | | |
Net losses and loss expenses | | | 215,844 | | | | 143,214 | | | | 359,058 | |
Acquisition expenses | | | 14,968 | | | | 56,900 | | | | 71,868 | |
General and administrative expenses | | | 43,524 | | | | 37,835 | | | | 81,359 | |
| | | | | | | | | | | | |
| | | 274,336 | | | | 237,949 | | | | 512,285 | |
| | | | | | | | | | | | |
Underwriting (loss) income | | $ | (6,458 | ) | | $ | 38,396 | | | $ | 31,938 | |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 80.6 | % | | | 52.0 | % | | | 66.1 | % |
Acquisition expense ratio | | | 5.6 | % | | | 20.7 | % | | | 13.2 | % |
General and administrative expense ratio | | | 16.2 | % | | | 13.7 | % | | | 15.0 | % |
| | | | | | | | | | | | |
Combined ratio | | | 102.4 | % | | | 86.4 | % | | | 94.3 | % |
| | | | | | | | | | | | |
| | | |
Reserve for losses and loss expenses | | $ | 2,242,894 | | | $ | 1,902,687 | | | $ | 4,145,581 | |
| | | | | | | | | | | | |
30
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
The following table provides a summary of segment revenues, results and reserves for losses and loss expenses for the three months ended June 30, 2012:
| | | | | | | | | | | | |
| | Three Months Ended June 30, 2012 | |
| | Insurance | | | Reinsurance | | | Total | |
Revenues | | | | | | | | | | | | |
Gross premiums written | | $ | 292,659 | | | $ | 311,417 | | | $ | 604,076 | |
Ceded premiums written | | | (106,000 | ) | | | (13,663 | ) | | | (119,663 | ) |
| | | | | | | | | | | | |
Net premiums written | | | 186,659 | | | | 297,754 | | | | 484,413 | |
| | | | | | | | | | | | |
Net premiums earned | | | 266,085 | | | | 253,255 | | | | 519,340 | |
Other underwriting (loss) income | | | (1,300 | ) | | | 1,319 | | | | 19 | |
| | | | | | | | | | | | |
| | | 264,785 | | | | 254,574 | | | | 519,359 | |
| | | | | | | | | | | | |
| | | |
Expenses | | | | | | | | | | | | |
Net losses and loss expenses | | | 208,504 | | | | 137,393 | | | | 345,897 | |
Acquisition expenses | | | 17,545 | | | | 54,583 | | | | 72,128 | |
General and administrative expenses | | | 32,819 | | | | 29,790 | | | | 62,609 | |
| | | | | | | | | | | | |
| | | 258,868 | | | | 221,766 | | | | 480,634 | |
| | | | | | | | | | | | |
Underwriting income | | $ | 5,917 | | | $ | 32,808 | | | $ | 38,725 | |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 78.4 | % | | | 54.2 | % | | | 66.5 | % |
Acquisition expense ratio | | | 6.6 | % | | | 21.6 | % | | | 13.9 | % |
General and administrative expense ratio | | | 12.3 | % | | | 11.8 | % | | | 12.1 | % |
| | | | | | | | | | | | |
Combined ratio | | | 97.3 | % | | | 87.6 | % | | | 92.5 | % |
| | | | | | | | | | | | |
| | | |
Reserve for losses and loss expenses | | $ | 2,113,823 | | | $ | 1,870,799 | | | $ | 3,984,622 | |
| | | | | | | | | | | | |
The following table reconciles total segment results to income before income taxes for the three months ended June 30, 2013 and 2012:
| | | | | | | | |
| | Three Months Ended | |
| | June 30, | |
| | 2013 | | | 2012 | |
| | |
Total underwriting income | | $ | 31,938 | | | $ | 38,725 | |
Net investment income | | | 32,468 | | | | 31,766 | |
Net foreign exchange (losses) gains | | | (3,368 | ) | | | 336 | |
Net realized and unrealized investment gains | | | 10,372 | | | | 14,958 | |
Net impairment losses recognized in earnings | | | (579 | ) | | | (407 | ) |
Amortization of intangibles | | | (1,625 | ) | | | (2,777 | ) |
Interest expense | | | (9,052 | ) | | | (9,044 | ) |
| | | | | | | | |
Income before income taxes | | $ | 60,154 | | | $ | 73,557 | |
| | | | | | | | |
31
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
The following table provides gross and net premiums written by line of business for the three months ended June 30, 2013 and 2012:
| | | | | | | | | | | | | | | | |
| | Gross | | | Net | | | Gross | | | Net | |
| | premiums | | | premiums | | | premiums | | | premiums | |
| | written | | | written | | | written | | | written | |
Business Segment | | 2013 | | | 2013 | | | 2012 | | | 2012 | |
Insurance | | | | | | | | | | | | | | | | |
Agriculture | | $ | 131,633 | | | $ | 84,537 | | | $ | 133,439 | | | $ | 67,249 | |
Casualty and other specialty | | | 87,614 | | | | 63,373 | | | | 90,019 | | | | 64,588 | |
Professional lines | | | 38,296 | | | | 27,788 | | | | 51,019 | | | | 42,832 | |
Property | | | 19,398 | | | | 15,804 | | | | 18,182 | | | | 11,990 | |
| | | | | | | | | | | | | | | | |
Total Insurance | | | 276,941 | | | | 191,502 | | | | 292,659 | | | | 186,659 | |
| | | | | | | | | | | | | | | | |
| | | | |
Reinsurance | | | | | | | | | | | | | | | | |
Catastrophe | | | 155,431 | | | | 138,041 | | | | 172,222 | | | | 158,865 | |
Casualty | | | 67,209 | | | | 67,211 | | | | 58,897 | | | | 58,895 | |
Property | | | 48,384 | | | | 44,516 | | | | 54,026 | | | | 54,033 | |
Other specialty | | | 24,745 | | | | 23,351 | | | | 26,272 | | | | 25,961 | |
| | | | | | | | | | | | | | | | |
Total Reinsurance | | | 295,769 | | | | 273,119 | | | | 311,417 | | | | 297,754 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | $ | 572,710 | | | $ | 464,621 | | | $ | 604,076 | | | $ | 484,413 | |
| | | | | | | | | | | | | | | | |
32
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
The following table provides a summary of the segment revenues and results for the six months ended June 30, 2013:
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2013 | |
| | Insurance | | | Reinsurance | | | Total | |
Revenues | | | | | | | | | | | | |
Gross premiums written | | $ | 929,884 | | | $ | 820,188 | | | $ | 1,750,072 | |
Ceded premiums written | | | (333,688 | ) | | | (42,848 | ) | | | (376,536 | ) |
| | | | | | | | | | | | |
Net premiums written | | | 596,196 | | | | 777,340 | | | | 1,373,536 | |
| | | | | | | | | | | | |
Net premiums earned | | | 419,030 | | | | 544,422 | | | | 963,452 | |
Other underwriting income | | | — | | | | 1,637 | | | | 1,637 | |
| | | | | | | | | | | | |
| | | 419,030 | | | | 546,059 | | | | 965,089 | |
| | | | | | | | | | | | |
| | | |
Expenses | | | | | | | | | | | | |
Net losses and loss expenses | | | 315,308 | | | | 262,720 | | | | 578,028 | |
Acquisition expenses | | | 29,584 | | | | 113,920 | | | | 143,504 | |
General and administrative expenses | | | 79,151 | | | | 68,686 | | | | 147,837 | |
| | | | | | | | | | | | |
| | | 424,043 | | | | 445,326 | | | | 869,369 | |
| | | | | | | | | | | | |
Underwriting (loss) income | | $ | (5,013 | ) | | $ | 100,733 | | | $ | 95,720 | |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 75.2 | % | | | 48.3 | % | | | 60.0 | % |
Acquisition expense ratio | | | 7.1 | % | | | 20.9 | % | | | 14.9 | % |
General and administrative expense ratio | | | 18.9 | % | | | 12.6 | % | | | 15.3 | % |
| | | | | | | | | | | | |
Combined ratio | | | 101.2 | % | | | 81.8 | % | | | 90.2 | % |
| | | | | | | | | | | | |
33
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
The following table provides a summary of the segment revenues and results for the six months ended June 30, 2012:
| | | | | | | | | | | | |
| | Six Months Ended June 30, 2012 | |
| | Insurance | | | Reinsurance | | | Total | |
Revenues | | | | | | | | | | | | |
Gross premiums written | | $ | 928,006 | | | $ | 737,719 | | | $ | 1,665,725 | |
Ceded premiums written | | | (313,566 | ) | | | (24,690 | ) | | | (338,256 | ) |
| | | | | | | | | | | | |
Net premiums written | | | 614,440 | | | | 713,029 | | | | 1,327,469 | |
| | | | | | | | | | | | |
Net premiums earned | | | 427,715 | | | | 503,260 | | | | 930,975 | |
Other underwriting (loss) income | | | (1,300 | ) | | | 984 | | | | (316 | ) |
| | | | | | | | | | | | |
| | | 426,415 | | | | 504,244 | | | | 930,659 | |
| | | | | | | | | | | | |
| | | |
Expenses | | | | | | | | | | | | |
Net losses and loss expenses | | | 322,206 | | | | 286,458 | | | | 608,664 | |
Acquisition expenses | | | 33,759 | | | | 106,858 | | | | 140,617 | |
General and administrative expenses | | | 67,254 | | | | 61,396 | | | | 128,650 | |
| | | | | | | | | | | | |
| | | 423,219 | | | | 454,712 | | | | 877,931 | |
| | | | | | | | | | | | |
Underwriting income | | $ | 3,196 | | | $ | 49,532 | | | $ | 52,728 | |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 75.3 | % | | | 57.0 | % | | | 65.4 | % |
Acquisition expense ratio | | | 7.9 | % | | | 21.2 | % | | | 15.1 | % |
General and administrative expense ratio | | | 15.7 | % | | | 12.2 | % | | | 13.8 | % |
| | | | | | | | | | | | |
Combined ratio | | | 98.9 | % | | | 90.4 | % | | | 94.3 | % |
| | | | | | | | | | | | |
The following table reconciles total segment results to income (loss) before income taxes for the six months ended June 30, 2013 and 2012, respectively:
| | | | | | | | |
| | Six Months Ended | |
| | June 30, | |
| | 2013 | | | 2012 | |
| | |
Total underwriting income | | $ | 95,720 | | | $ | 52,728 | |
Net investment income | | | 81,773 | | | | 88,841 | |
Net foreign exchange (losses) gains | | | (6,295 | ) | | | 18,473 | |
Net realized and unrealized investment gains | | | 16,607 | | | | 20,161 | |
Net impairment losses recognized in earnings | | | (1,385 | ) | | | (626 | ) |
Amortization of intangibles | | | (3,726 | ) | | | (5,554 | ) |
Interest expense | | | (18,090 | ) | | | (18,091 | ) |
| | | | | | | | |
Income before income taxes | | $ | 164,604 | | | $ | 155,932 | |
| | | | | | | | |
34
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9. | Segment reporting, cont’d. |
The following table provides gross and net premiums written by line of business for the six months ended June 30, 2013 and 2012:
| | | | | | | | | | | | | | | | |
| | Gross | | | Net | | | Gross | | | Net | |
| | premiums | | | premiums | | | premiums | | | premiums | |
| | written | | | written | | | written | | | written | |
Business Segment | | 2013 | | | 2013 | | | 2012 | | | 2012 | |
Insurance | | | | | | | | | | | | | | | | |
Agriculture | | $ | 696,107 | | | $ | 425,667 | | | $ | 667,106 | | | $ | 422,169 | |
Casualty and other specialty | | | 144,081 | | | | 106,634 | | | | 145,510 | | | | 106,411 | |
Professional lines | | | 59,260 | | | | 41,991 | | | | 87,364 | | | | 73,037 | |
Property | | | 30,436 | | | | 21,904 | | | | 28,026 | | | | 12,823 | |
| | | | | | | | | | | | | | | | |
Total Insurance | | | 929,884 | | | | 596,196 | | | | 928,006 | | | | 614,440 | |
| | | | | | | | | | | | | | | | |
| | | | |
Reinsurance | | | | | | | | | | | | | | | | |
Catastrophe | | | 303,297 | | | | 269,439 | | | | 315,404 | | | | 292,583 | |
Casualty | | | 218,911 | | | | 217,484 | | | | 180,571 | | | | 179,332 | |
Property | | | 196,795 | | | | 192,927 | | | | 160,772 | | | | 160,779 | |
Other specialty | | | 101,185 | | | | 97,490 | | | | 80,972 | | | | 80,335 | |
| | | | | | | | | | | | | | | | |
Total Reinsurance | | | 820,188 | | | | 777,340 | | | | 737,719 | | | | 713,029 | |
| | | | | | | | | | | | | | | | |
| | | | |
Total | | $ | 1,750,072 | | | $ | 1,373,536 | | | $ | 1,665,725 | | | $ | 1,327,469 | |
| | | | | | | | | | | | | | | | |
10. | Commitments and contingencies |
Concentrations of credit risk. The Company’s reinsurance recoverables on paid and unpaid losses at June 30, 2013 and December 31, 2012 amounted to $695.8 million and $774.9 million, respectively. At June 30, 2013, substantially all reinsurance recoverables on paid and unpaid losses were due from the U.S. government or from reinsurers rated A- or better by A.M. Best Company Inc. or Standard & Poor’s.
Major production sources. The following table shows the percentage of net premiums written generated through the Company’s largest brokers for the six months ended June 30, 2013 and 2012, respectively:
| | | | | | | | |
Broker | | 2013 | | | 2012 | |
Aon Benfield | | | 19.5 | % | | | 19.3 | % |
Marsh & McLennan Companies, Inc. | | | 15.3 | % | | | 17.8 | % |
Willis Companies | | | 9.8 | % | | | 9.0 | % |
| | | | | | | | |
Total of largest brokers | | | 44.6 | % | | | 46.1 | % |
| | | | | | | | |
Letters of credit. As of June 30, 2013, the Company had issued letters of credit of $269.4 million (December 31, 2012 – $320.4 million) under its credit facility in favor of certain ceding companies to collateralize obligations.
35
ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS - CONTINUED
(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
10. | Commitments and contingencies, cont’d. |
Investment commitments. As of June 30, 2013 and December 31, 2012, the Company had pledged cash and cash equivalents and fixed maturity investments of $203.6 million and $224.4 million, respectively, in favor of certain ceding companies to collateralize obligations. As of June 30, 2013 and December 31, 2012, the Company had also pledged $319.1 million and $380.0 million of its cash and fixed maturity investments as required to meet collateral obligations for $269.4 million and $320.4 million in letters of credit outstanding under its credit facility, respectively. In addition, as of June 30, 2013 and December 31, 2012, cash and fixed maturity investments with fair values of $275.1 million and $280.0 million were on deposit with U.S. state regulators, respectively.
The Company is subject to certain commitments with respect to other investments at June 30, 2013 and December 31, 2012. See Note 3.
Reinsurance commitments. In the ordinary course of business, the Company periodically enters into reinsurance agreements that include terms which could require the Company to collateralize certain of its obligations.
Employment agreements. The Company has entered into employment agreements with certain officers that provide for equity incentive awards, executive benefits and severance payments under certain circumstances.
Operating leases.The Company leases office space and office equipment under operating leases. Future minimum lease commitments at June 30, 2013 are as follows:
| | | | |
Twelve months ended June 30, | | Amount | |
2014 | | $ | 14,999 | |
2015 | | | 13,996 | |
2016 | | | 12,166 | |
2017 | | | 10,011 | |
2018 | | | 9,978 | |
2019 and thereafter | | | 46,853 | |
| | | | |
| | $ | 108,003 | |
| | | | |
Total lease expense under operating leases for the six months ended June 30, 2013 was $7.1 million (2012 – $7.2 million).
Legal proceedings. The Company is party to various legal proceedings generally arising in the normal course of its business. While any proceeding contains an element of uncertainty, the Company does not believe that the eventual outcome of any litigation or arbitration proceeding to which it is presently a party could have a material adverse effect on its financial condition or business. Pursuant to the Company’s insurance and reinsurance agreements, disputes are generally required to be settled by arbitration.
36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of the financial condition and results of operations for the three and six months ended June 30, 2013 of Endurance Specialty Holdings Ltd. (“Endurance Holdings”) and its wholly-owned subsidiaries (collectively, the “Company”). This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) as well as the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2012, the discussions of critical accounting policies and the qualitative and quantitative disclosure about market risk contained in Endurance Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 Form 10-K”).
Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risk and uncertainties. Please see the section “Cautionary Statement Regarding Forward-Looking Statements” below for more information on factors that could cause actual results to differ materially from the results described in or implied by any forward-looking statements contained in this discussion and analysis. You should review the “Risk Factors” set forth in the 2012 Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein.
Overview
Endurance Holdings was organized as a Bermuda holding company on June 27, 2002 and has seven wholly-owned operating subsidiaries:
| • | | Endurance Specialty Insurance Ltd. (“Endurance Bermuda”), domiciled in Bermuda with branch offices in Switzerland and Singapore; |
| • | | Endurance Reinsurance Corporation of America (“Endurance U.S. Reinsurance”), domiciled in Delaware; |
| • | | Endurance Worldwide Insurance Limited (“Endurance U.K.”), domiciled in England; |
| • | | Endurance American Insurance Company (“Endurance American”), domiciled in Delaware; |
| • | | Endurance American Specialty Insurance Company (“Endurance American Specialty”), domiciled in Delaware; |
| • | | Endurance Risk Solutions Assurance Co. (“Endurance Risk Solutions”), domiciled in Delaware; and |
| • | | American Agri-Business Insurance Company (“American Agri-Business”), domiciled in Texas and managed by ARMtech Insurance Services, Inc. (together with American Agri-Business, “ARMtech”). |
The Company writes specialty lines of property and casualty insurance and reinsurance on a global basis and seeks to create a portfolio of specialty lines of business that are profitable and have limited correlation with one another. The Company’s portfolio of specialty lines of business is organized into two business segments, Insurance and Reinsurance.
In the Insurance segment, the Company writes agriculture, casualty and other specialty, professional lines, and property insurance. In the Reinsurance segment, the Company writes catastrophe, property, casualty, and other specialty reinsurance.
37
The Company’s Insurance and Reinsurance segments both include property related coverages which provide insurance or reinsurance of an insurable interest in tangible property for property loss, damage or loss of use. In addition, the Company’s Insurance and Reinsurance segments include various casualty insurance and reinsurance coverages which are primarily concerned with the losses caused by injuries to third parties, i.e., not the insured, or to property owned by third parties and the legal liability imposed on the insured resulting from such injuries.
Application of Critical Accounting Estimates
The Company’s condensed consolidated financial statements are based on the selection of accounting policies and application of significant accounting estimates which require management to make significant estimates and assumptions. The Company believes that some of the more critical judgments in the areas of accounting estimates and assumptions that affect its financial condition and results of operations are related to the recognition of premiums written and ceded, reserves for losses and loss expenses, other-than-temporary impairments within the investment portfolio and fair value measurements of certain portions of the investment portfolio. For a detailed discussion of the Company’s critical accounting estimates, please refer to the 2012 Form 10-K and the Notes to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q. There were no material changes in the application of the Company’s critical accounting estimates subsequent to the 2012 Form 10-K. Management has discussed the application of these critical accounting estimates with the Company’s Board of Directors and the Audit Committee of the Board of Directors.
Consolidated Results of Operations – For the Three Months Ended June 30, 2013 and 2012
Results of operations for the three months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | | | |
| | 2013 | | | 2012 | | | Change(1) | |
| | (U.S. dollars in thousands, except for ratios) | |
Revenues | | | | | | | | | | | | |
Gross premiums written | | $ | 572,710 | | | $ | 604,076 | | | | (5.2 | )% |
Ceded premiums written | | | (108,089 | ) | | | (119,663 | ) | | | (9.7 | )% |
| | | | | | | | | | | | |
Net premiums written | | | 464,621 | | | | 484,413 | | | | (4.1 | )% |
| | | | | | | | | | | | |
Net premiums earned | | | 543,335 | | | | 519,340 | | | | 4.6 | % |
Net investment income | | | 32,468 | | | | 31,766 | | | | 2.2 | % |
Net realized and unrealized investment gains | | | 10,372 | | | | 14,958 | | | | (30.7 | )% |
Net impairment losses recognized in earnings | | | (579 | ) | | | (407 | ) | | | 42.3 | % |
Other underwriting income | | | 888 | | | | 19 | | | | 4,573.7 | % |
| | | | | | | | | | | | |
Total revenues | | | 586,484 | | | | 565,676 | | | | 3.7 | % |
| | | | | | | | | | | | |
Expenses | | | | | | | | | | | | |
Net losses and loss expenses | | | 359,058 | | | | 345,897 | | | | 3.8 | % |
Acquisition expenses | | | 71,868 | | | | 72,128 | | | | (0.4 | )% |
General and administrative expenses | | | 81,359 | | | | 62,609 | | | | 29.9 | % |
Amortization of intangibles | | | 1,625 | | | | 2,777 | | | | (41.5 | )% |
Net foreign exchange losses (gains) | | | 3,368 | | | | (336 | ) | | | NM | (2) |
Interest expense | | | 9,052 | | | | 9,044 | | | | 0.1 | % |
Income tax (benefit) expense | | | (865 | ) | | | 1,074 | | | | NM | (2) |
| | | | | | | | | | | | |
Net income | | $ | 61,019 | | | $ | 72,483 | | | | (15.8 | )% |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 66.1 | % | | | 66.5 | % | | | (0.4 | ) |
Acquisition expense ratio | | | 13.2 | % | | | 13.9 | % | | | (0.7 | ) |
General and administrative expense ratio | | | 15.0 | % | | | 12.1 | % | | | 2.9 | |
| | | | | | | | | | | | |
Combined ratio | | | 94.3 | % | | | 92.5 | % | | | 1.8 | |
| | | | | | | | | | | | |
(1) | With respect to ratios, changes show increase or decrease in percentage points. |
38
Premiums
Gross premiums written in the three months ended June 30, 2013 were $572.7 million, a decrease of $31.4 million, or 5.2%, compared to the same period in 2012. Net premiums written in the three months ended June 30, 2013 were $464.6 million, a decrease of $19.8 million, or 4.1%. The change in net premiums written was driven by the following factors:
| • | | A decrease in the catastrophe line of the Reinsurance segment, reflecting the impact of a more competitive market where pricing declined and reduced limits on certain renewal contracts, particularly on Florida exposures; |
| • | | A decline in premiums in the property line of the Reinsurance segment as the Company non-renewed business where price weakening led to profitability being below target levels; |
| • | | An increase in the casualty line of the Reinsurance segment driven primarily by two new contracts written in its U.S. based operations; |
| • | | An increase in net premiums in the agriculture line of the Insurance segment in the second quarter, primarily due to the net premiums in the comparable period in 2012 being impacted by ceded premium adjustments that did not recur this year; and |
| • | | A decrease in professional lines premiums in the Insurance segment, due primarily to the non-renewal of a large program relationship in late 2012. |
The decrease in ceded premiums written by the Company in the quarter ended June 30, 2013 as compared to the same period in 2012 was primarily driven by the agriculture line of the Insurance segment as the Company ceded more premiums to the U.S. government in the second quarter of 2012, offset partially by the Company choosing to purchase additional protection in the current period in the catastrophe and property lines of the Reinsurance segment.
Net premiums earned for the three months ended June 30, 2013 were $543.3 million, an increase of $24.0 million, or 4.6%, from the second quarter of 2012. The increase in net premiums earned resulted from the growth in net premiums written, primarily in the property reinsurance line of business over the last twelve months.
Net Investment Income
The Company’s net investment income of $32.5 million increased by 2.2% or $0.7 million for the quarter ended June 30, 2013 as compared to the same period in 2012. Net investment income during the second quarter of 2013 included net mark to market gains of $6.8 million on other investments, comprised of alternative funds and specialty funds, as compared to mark to market losses of $0.1 million in the second quarter of 2012. Investment income generated from the Company’s available for sale investments, which consist of fixed maturity investments, short-term investments and equity securities, declined by $6.0 million for the three months ended June 30, 2013 compared to the same period in 2012. This decline resulted primarily from lower reinvestment rates over the past 12 months. Investment expenses, including investment management fees, for the three months ended June 30, 2013 were $3.8 million compared to $3.2 million for the same period in 2012.
39
The annualized net earned yield and total return of the investment portfolio for the three months ended June 30, 2013 and 2012 and the market yield and portfolio duration as of June 30, 2013 and 2012 were as follows:
| | | | | | | | |
| | Three Months Ended June 30, | |
| | 2013 | | | 2012 | |
Annualized net earned yield(1) | | | 2.04 | % | | | 2.06 | % |
Total return on investment portfolio(2) | | | (1.22 | )% | | | 0.90 | % |
Market yield(3) | | | 2.00 | % | | | 1.63 | % |
Portfolio duration(4) | | | 3.05 years | | | | 2.60 years | |
(1) | The actual net earned income from the investment portfolio after adjusting for expenses and accretion of discount and amortization of premium from the purchase price divided by the average book value of assets. |
(2) | Net of investment manager fees; includes realized and unrealized gains and losses. |
(3) | The internal rate of return of the investment portfolio based on the given market price or the single discount rate that equates a security price (inclusive of accrued interest) for the portfolio with its projected cash flows. Excludes other investments and operating cash. |
(4) | Includes only cash and cash equivalents and fixed income investments managed by the Company’s |
investment managers.
During the second quarter of 2013, the yield on the benchmark three year U.S. Treasury bond fluctuated within a 46 basis point range, with a high of 0.75% and a low of 0.29%. Trading activity in the Company’s portfolio during the second quarter included reductions in corporates, U.S. government residential mortgage-backed securities, and U.S. government and government agencies securities, and increased allocations to foreign government bonds, commercial mortgage-backed securities, and equity securities. The duration of the fixed income investments increased to 3.05 years at June 30, 2013 from 2.49 years at December 31, 2012, primarily due to the increase in interest rates which reduced the rate of prepayments underlying the Company’s mortgage-backed securities portfolio, causing their average maturity to extend.
Net Realized and Unrealized Investment Gains
The Company’s investment portfolio is actively managed on a fair value basis to generate attractive economic returns and income. Movements in financial markets and interest rates influence the timing and recognition of net realized investment gains and losses as the portfolio is adjusted and rebalanced. Proceeds from sales of investments classified as available for sale during the three months ended June 30, 2013 were $937.4 million compared to $719.6 million during the same period a year ago. Net realized investment gains decreased during the three months ended June 30, 2013 compared to the same period in 2012. Realized investment gains and losses and the change in the fair value of derivative financial instruments for the three months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | |
| | Three Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | (U.S. dollars in thousands) | |
Gross realized gains on investment sales | | $ | 16,591 | | | $ | 15,613 | |
Gross realized losses on investment sales | | | (5,283 | ) | | | (822 | ) |
Change in fair value of derivative financial instruments | | | (936 | ) | | | 167 | |
| | | | | | | | |
Net realized and unrealized investment gains | | $ | 10,372 | | | $ | 14,958 | |
| | | | | | | | |
Net impairment losses recognized in earnings for the three months ended June 30, 2013 and 2012 were $0.6 million and $0.4 million, respectively.
40
Net Foreign Exchange Gains and Losses
For the three months ended June 30, 2013, the Company remeasured its monetary assets and liabilities denominated in foreign currencies, which resulted in a net foreign exchange loss of $3.4 million compared to a net foreign exchange gain of $0.3 million for the same period of 2012. The current period net foreign exchange loss resulted from offsetting exposures across the Company as the U.S. dollar strengthened against the Japanese Yen, Australian dollar and New Zealand dollar in the period. In the prior year, the minimal gain resulted from the offsetting impact of the U.S. dollar weakening against the Japanese Yen and strengthening against other major currencies, together with Company’s strategy of pursuing a balanced asset liability position by major currency.
Net Losses and Loss Expenses
The Company’s net losses and loss expense ratio for the three months ended June 30, 2013 decreased compared to the same period in 2012 due to increased levels of favorable prior year loss reserve development partially offset by increased levels of catastrophe related activity.
Favorable prior year loss reserve development was $62.8 million for the second quarter of 2013 compared to $19.6 million during the same period in 2012. In the second quarter of 2013, prior year loss reserves emerged favorably across all lines business of the Insurance and Reinsurance segments. Favorable reserve development in the second quarter of 2013 was higher than the second quarter of 2012 principally in the Reinsurance segment due to lower than expected reported losses in the property and catastrophe lines and from reductions in reserve estimates related to the Thailand flood losses of 2011 and Superstorm Sandy losses in 2012. Comparatively, the second quarter of 2012 experienced adverse development on some of the major 2011 loss events.
The following table details the impact of the catastrophe related activity for the three months ended June 30, 2013 and 2012.
| | | | | | | | | | | | |
Three Months Ended June 30, 2013 | | | | | Three Months Ended June 30, 2012 | |
Event | | Net Loss | | | | | Event | | Net Loss | |
(U.S. dollars in millions) | |
Floods in Canada | | $ | 11.3 | | | | | Earthquake in Italy | | $ | 6.2 | |
Floods in Europe | | | 23.7 | | | | | Windstorms in the United States | | | 8.2 | |
Windstorms in the United States | | | 12.4 | | | | | | | | | |
| | | | | | | | | | | | |
| | $ | 47.4 | | | | | | | $ | 14.4 | |
| | | | | | | | | | | | |
For the three months ended June 30, 2013, natural catastrophe related losses added 9.3 percentage points to the Company’s net loss ratio after adjustment for reinstatement premiums and other loss sensitive accruals compared to 2.8 percentage points in the same period in 2012. In addition, the Company recorded a higher expected loss ratio in the second quarter of 2013 in the agriculture line of the Insurance segment reflecting a more challenging winter wheat growing season and a higher level of prevented planting claims for spring crops, which was offset by lower recorded reserves for attritional losses in the Insurance segment’s property, professional and casualty and other lines in the three months ended June 30, 2013 compared to the same period in 2012.
The Company participates in lines of business where claims may not be reported for many years. Accordingly, management does not believe that reported claims are the only valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Reserve adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves were established by the Company’s actuaries and reflect management’s best estimate of ultimate losses. See “Reserve for Losses and Loss Expenses” below for further discussion.
41
Acquisition Expenses
The acquisition expense ratio for the three months ended June 30, 2013 was modestly lower compared with the same period in 2012 due to a higher proportion of net earned premiums attributed to the agriculture line in the Insurance segment, which incurs a lower net acquisition expense rate, and due to the property reinsurance business line that has grown over the last twelve months, exhibiting a lower average acquisition expense rate than in prior periods.
General and Administrative Expenses
The Company’s general and administrative expense ratio for the second quarter of 2013 increased by 2.9 percentage points compared to the same period in 2012 due to an increase in personnel costs related to the addition of new underwriting teams over the last twelve months, current period costs associated with the Company’s senior leadership transition and increased annual incentive costs associated with improved year to date corporate operating results in 2013. At June 30, 2013, the Company had a total of 927 employees compared to 849 employees at June 30, 2012.
Income Tax Benefit (Expenses)
The Company recorded a tax benefit for the quarter ended June 30, 2013 of $0.9 million compared to a tax expense of $1.1 million for the quarter ended June 30, 2012. The current period tax benefit resulted from net losses recorded at the Company’s United States taxable jurisdictions, partially offset by increases recorded on the Company’s deferred tax asset valuation allowance.
Net Income
The Company generated net income of $61.0 million in the three months ended June 30, 2013 compared to net income of $72.5 million in the same period of 2012 primarily as a result of an increase in catastrophe losses and personnel costs partially offset by growth in net premiums earned and increased favorable prior year reserve development during the current period.
42
Consolidated Results of Operations – For the Six Months Ended June 30, 2013 and 2012
Results of operations for the six months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | | | |
| | 2013 | | | 2012 | | | Change(1) | |
| | (U.S. dollars in thousands, except for ratios) | |
Revenues | | | | | | | | |
Gross premiums written | | $ | 1,750,072 | | | $ | 1,665,725 | | | | 5.1 | % |
Ceded premiums written | | | (376,536 | ) | | | (338,256 | ) | | | 11.3 | % |
| | | | | | | | | | | | |
Net premiums written | | | 1,373,536 | | | | 1,327,469 | | | | 3.5 | % |
| | | | | | | | | | | | |
Net premiums earned | | | 963,452 | | | | 930,975 | | | | 3.5 | % |
Net investment income | | | 81,773 | | | | 88,841 | | | | (8.0 | )% |
Net realized and unrealized investment gains | | | 16,607 | | | | 20,161 | | | | (17.6 | )% |
Net impairment losses recognized in earnings | | | (1,385 | ) | | | (626 | ) | | | 121.2 | % |
Other underwriting income (loss) | | | 1,637 | | | | (316 | ) | | | NM | (2) |
| | | | | | | | | | | | |
Total revenues | | | 1,062,084 | | | | 1,039,035 | | | | 2.2 | % |
| | | | | | | | | | | | |
Expenses | | | | | | | | |
Losses and loss expenses | | | 578,028 | | | | 608,664 | | | | (5.0 | )% |
Acquisition expenses | | | 143,504 | | | | 140,617 | | | | 2.1 | % |
General and administrative expenses | | | 147,837 | | | | 128,650 | | | | 14.9 | % |
Amortization of intangibles | | | 3,726 | | | | 5,554 | | | | (32.9 | )% |
Net foreign exchange losses (gains) | | | 6,295 | | | | (18,473 | ) | | | NM | (2) |
Interest expense | | | 18,090 | | | | 18,091 | | | | — | % |
Income tax expense | | | 3,286 | | | | 907 | | | | 262.3 | % |
| | | | | | | | | | | | |
Net income | | $ | 161,318 | | | $ | 155,025 | | | | 4.1 | % |
| | | | | | | | | | | | |
| | | |
Net loss ratio | | | 60.0 | % | | | 65.4 | % | | | (5.4 | ) |
Acquisition expense ratio | | | 14.9 | % | | | 15.1 | % | | | (0.2 | ) |
General and administrative expense ratio | | | 15.3 | % | | | 13.8 | % | | | 1.5 | |
| | | | | | | | | | | | |
Combined ratio | | | 90.2 | % | | | 94.3 | % | | | (4.1 | ) |
| | | | | | | | | | | | |
(1) | With respect to ratios, changes show increase or decrease in percentage points. |
Premiums
Gross premiums written in the six months ended June 30, 2013 were $1,750.1 million, an increase of $84.3 million, or 5.1%, compared to the same period in 2012. Net premiums written in the six months ended June 30, 2013 were $1,373.5 million, an increase of $46.1 million, or 3.5%, compared to the same period in 2012. The change in net premiums written was driven by the following factors:
| • | | Growth in premiums in the Reinsurance segment, principally due to new property premiums and modest rate increases on renewed business, particularly from the Company’s London, Zurich and Singapore offices; |
| • | | An expansion of net written premiums in the other specialty line of the Reinsurance segment, primarily due to new business generated by the trade credit and surety team that joined the Company in late 2012, partially offset by an absence of positive premium adjustments compared to 2012 and clients increasing their retentions upon renewal of certain treaties; |
| • | | An increase of premiums in the casualty line of the Reinsurance segment as a result of new business written on international motor and U.S. casualty treaties; |
43
| • | | A decrease of premiums in the catastrophe line of the Reinsurance segment reflecting the impact of a more competitive market where pricing declined and the Company chose to selectively reduce limits on some U.S. business, particularly in Florida; and |
| • | | A decrease in premiums in the Insurance segment, primarily in professional lines driven by the non-renewal of a large program relationship in late 2012. |
Net premiums earned for the six months ended June 30, 2013 were $963.5 million, an increase of $32.5 million, or 3.5%, from the six months ended June 30, 2012 principally due to growth in net premiums written experienced over the last twelve months compared to the same period last year.
Net Investment Income
The Company’s net investment income of $81.8 million decreased by 8.0% or $7.1 million for the six months ended June 30, 2013 as compared to the same period in 2012. Net investment income during the first six months of 2013 included net mark to market gains of $29.8 million on other investments, comprised of alternative funds and specialty funds, as compared to mark to market gains of $23.1 million in the first six months of 2012. Investment income generated from the Company’s available for sale investments, which consist of fixed maturity investments, short-term investments and equity securities, declined by $13.5 million for the six months ended June 30, 2013 compared to the same period in 2012. This decline resulted primarily from lower reinvestment rates over the past 12 months, partly offset by a higher average investment portfolio balance. Investment expenses, including investment management fees, for the six months ended June 30, 2013 were $7.5 million compared to $6.6 million for the same period in 2012.
The annualized net earned yield and total return on the investment portfolio for the six months ended June 30, 2013 and 2012 and the market yield and portfolio duration as of June 30, 2013 and 2012 were as follows:
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2013 | | | 2012 | |
Annualized net earned yield(1) | | | 2.56 | % | | | 2.89 | % |
Total return on investment portfolio(2) | | | (0.62 | )% | | | 2.29 | % |
Market yield(3) | | | 2.00 | % | | | 1.63 | % |
Portfolio duration(4) | | | 3.05 years | | | | 2.60 years | |
(1) | The actual net earned income from the investment portfolio after adjusting for expenses and accretion of discount and amortization of premium from the purchase price divided by the average book value of assets. |
(2) | Net of investment manager fees; includes realized and unrealized gains and losses. |
(3) | The internal rate of return of the investment portfolio based on the given market price or the single discount rate that equates to a security price (inclusive of accrued interest) for the portfolio with its projected cash flows. Excludes Other Investments and operating cash. |
(4) | Includes only cash and cash equivalents and fixed income investments held by the Company’s investment managers. |
During the six months ended June 30, 2013, the yield on the benchmark three year U.S. Treasury bond fluctuated within a 45 basis point range, with a high of 0.75% and a low of 0.29%. Trading activity in the Company’s portfolio for the six months ended June 30, 2013 included reductions in corporate securities, U.S. government residential mortgage-backed securities, and U.S. government and government agencies securities and increased allocations to foreign government bonds, non-agency commercial mortgage-backed securities, asset-backed securities, equity securities and other investments. The duration of the fixed income investments increased to 3.05 years at June 30, 2013 from 2.49 years at December 31, 2012, primarily due to the increase in interest rates which reduced the rate of prepayments underlying the Company’s mortgage-backed securities portfolio causing their average maturity to extend.
44
Net Realized and Unrealized Investment Gains
The Company’s investment portfolio is actively managed on a fair value basis to generate attractive economic returns and income. Movements in financial markets and interest rates influence the timing and recognition of net realized investment gains and losses as the portfolio is adjusted and rebalanced. Proceeds from sales of investments classified as available for sale during the six months ended June 30, 2013 were $1,395.5 million compared to $1,552.9 million during the same period a year ago. Net realized investment gains decreased during the six months ended June 30, 2013 compared to the same period in 2012.
Realized investment gains and losses and the change in the fair value of derivative financial instruments for the six months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | (U.S. dollars in thousands) | |
Gross realized gains on investment sales | | $ | 24,011 | | | $ | 22,861 | |
Gross realized losses on investment sales | | | (6,746 | ) | | | (3,169 | ) |
Change in fair value of derivative financial instruments | | | (658 | ) | | | 469 | |
| | | | | | | | |
Net realized and unrealized investment gains | | $ | 16,607 | | | $ | 20,161 | |
| | | | | | | | |
Net impairment losses recognized in earnings for the six months ended June 30, 2013 and 2012 were $1.4 million and $0.6 million, respectively.
Net Foreign Exchange Gains
For the six months ended June 30, 2013, the Company remeasured its monetary assets and liabilities denominated in foreign currencies, which resulted in a net foreign exchange loss of $6.3 million compared to a gain of $18.5 million for the same period in 2012. The current period net foreign exchange loss resulted from offsetting exposures across the Company as the U.S. dollar strengthened against the Japanese Yen, Australian dollar and New Zealand dollar in the period. In the prior year the gain resulted from a decrease in the value of Japanese Yen net liabilities as the U.S. dollar strengthened against the Yen in the first half of the year.
Net Losses and Loss Expenses
The Company’s net losses and loss expense ratio for the six months ended June 30, 2013 decreased compared to the same period in 2012 due to increased levels of favorable prior year loss reserve development partially offset by increased levels of catastrophe related activity.
Favorable prior year loss reserve development was $113.5 million for the six months ended June 30, 2013 as compared to $36.5 million for the same period in 2012. In the six months ended June 30, 2013, prior year loss reserves emerged favorably across all lines of the Insurance segment and Reinsurance segment. In the six months ended June 30, 2012, prior year loss reserves emerged favorably across all lines of the Insurance segment and across the catastrophe, casualty and other specialty lines of the Reinsurance segment. Favorable reserve development in the first six months of 2013 was significantly higher than the first six months of 2012 principally in the Reinsurance segment due to much lower than expected reported losses in the property and catastrophe lines and from reductions in reserve estimates related to the Thailand flood losses of 2011 and Superstorm Sandy losses in 2012. Comparatively, the first half of 2012 included notable adverse development on some of the major 2011 loss events impacting the property line of business.
45
The following table details the impact of the catastrophe related activity for the six months ended June 30, 2013 and 2012.
| | | | | | | | | | |
Six Months Ended June 30, 2013 | | | Six Months Ended June 30, 2012 | |
Event | | Net Loss | | | Event | | Net Loss | |
(U.S. dollars in millions) | |
| | | |
Floods in Canada | | | 11.3 | | | Windstorms in Kentucky | | | 22.5 | |
Floods in Europe | | | 23.7 | | | Earthquake in Italy | | | 6.2 | |
Windstorms in the United States | | | 12.4 | | | Windstorms in the United States | | | 8.2 | |
| | | | | | | | | | |
| | $ | 47.4 | | | | | $ | 36.9 | |
| | | | | | | | | | |
For the six months ended June 30, 2013, catastrophe related losses added 5.2 percentage points to the Company’s net loss ratio after adjustment for reinstatement premiums and other loss sensitive accruals compared to 4.2 percentage points in the same period in 2012. In addition, the Company recorded a higher expected loss ratio in the agriculture line of the Insurance segment reflecting a more challenging winter wheat growing season and a higher level of prevented planting claims for spring crops. The overall increase in current year net losses incurred was partially offset by lower levels of attritional losses in the Insurance segment’s property and casualty and other lines in the six months ended June 30, 2013 compared to the same period in 2012.
The Company participates in lines of business in which claims may not be reported for many years. Accordingly, management does not believe that reported claims are the only valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Reserve adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves were established by the Company’s actuaries and reflect management’s best estimate of ultimate losses. See “Reserve for Losses and Loss Expenses” below for further discussion.
Acquisition Expenses
The acquisition expense ratio for the six months ended June 30, 2013 was comparable to the same period in 2012.
General and Administrative Expenses
The Company’s general and administrative expense ratio for the six months ended June 30, 2013 was higher than the same period in 2012 due to an increase in personnel costs related to the addition of new underwriting teams over the last twelve months, current period costs associated with the Company’s CEO transition and increased annual incentive costs associated with improved year to date corporate operating results in 2013. The comparable period in 2012 also benefited from a lower 2012 payout of the Company’s 2011 annual incentive compensation than was previously accrued.
Income Tax Expense
The Company recorded a tax expense for the six months ended June 30, 2013 of $3.3 million compared to a tax expense of $0.9 million for the same period in 2012 due to adjustments to deferred tax valuation allowances at the Company’s U.S. taxable jurisdictions in 2013.
Net Income
The Company produced net income of $161.3 million for the six months ended June 30, 2013 compared to a net income of $155.0 million in the same period of 2012 primarily due to increased net premiums earned and favorable prior year loss development, partially offset by higher general and administrative expenses and foreign exchange losses.
46
Reserve for Losses and Loss Expenses
As of June 30, 2013, the Company had accrued losses and loss expense reserves of $4.1 billion (December 31, 2012 - $4.2 billion). This amount represents management’s best estimate of the ultimate liability for payment of losses and loss expenses related to loss events. During the six months ended June 30, 2013 and 2012, the Company’s net paid losses and loss expenses were $549.3 million and $389.9 million, respectively.
As more fully described under “Reserving Process” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2012 Form 10-K, the Company incorporates a variety of actuarial methods and judgments in its reserving process. Two key inputs in the various actuarial methods employed by the Company are initial expected loss ratios and expected loss reporting patterns. These key inputs impact the potential variability in the estimate of the reserve for losses and loss expenses and are applicable to each of the Company’s business segments. The Company’s loss and loss expense reserves consider and reflect, in part, deviations resulting from differences between expected loss and actual loss reporting as well as judgments relating to the weights applied to the reserve levels indicated by the actuarial methods. Expected loss reporting patterns are based upon internal and external historical data and assumptions regarding claims reporting trends over a period of time that extends beyond the Company’s own operating history.
Differences between actual reported losses and expected losses are anticipated to occur in any individual period and such deviations may influence future initial expected loss ratios and/or expected loss reporting patterns as the recent actual experience becomes part of the historical data utilized as part of the ongoing reserve estimation process. The Company has demonstrated the impact of changes in the speed of the loss reporting patterns, as well as changes in the expected loss ratios, within the table under the heading “Potential Variability in Reserves for Losses and Loss Expenses” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2012 Form 10-K.
47
Losses and loss expenses for the three and six months ended June 30, 2013 are summarized as follows:
| | | | | | | | | | | | |
| | Incurred related to: | | | | |
Three Months Ended | | | | | | | | Total incurred | |
June 30, 2013 | | Current year | | | Prior years | | | losses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 158,341 | | | $ | (233 | ) | | $ | 158,108 | |
Casualty and other specialty | | | 40,118 | | | | (2,701 | ) | | | 37,417 | |
Professional lines | | | 19,883 | | | | (603 | ) | | | 19,280 | |
Property | | | 3,127 | | | | (2,088 | ) | | | 1,039 | |
| | | | | | | | | | | | |
Total Insurance | | | 221,469 | | | | (5,625 | ) | | | 215,844 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 67,780 | | | | (26,439 | ) | | | 41,341 | |
Property | | | 61,055 | | | | (24,783 | ) | | | 36,272 | |
Casualty | | | 50,942 | | | | (805 | ) | | | 50,137 | |
Other specialty | | | 20,617 | | | | (5,153 | ) | | | 15,464 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 200,394 | | | | (57,180 | ) | | | 143,214 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 421,863 | | | $ | (62,805 | ) | | $ | 359,058 | |
| | | | | | | | | | | | |
| | |
| | Incurred related to: | | | | |
Six Months Ended | | | | | | | | Total incurred | |
June 30, 2013 | | Current year | | | Prior years | | | losses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 209,033 | | | $ | (4,966 | ) | | $ | 204,067 | |
Casualty and other specialty | | | 78,062 | | | | (7,278 | ) | | | 70,784 | |
Professional lines | | | 44,072 | | | | (301 | ) | | | 43,771 | |
Property | | | 7,061 | | | | (10,375 | ) | | | (3,314 | ) |
| | | | | | | | | | | | |
Total Insurance | | | 338,228 | | | | (22,920 | ) | | | 315,308 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 96,223 | | | | (38,350 | ) | | | 57,873 | |
Property | | | 113,569 | | | | (25,988 | ) | | | 87,581 | |
Casualty | | | 104,690 | | | | (14,961 | ) | | | 89,729 | |
Other specialty | | | 38,791 | | | | (11,254 | ) | | | 27,537 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 353,273 | | | | (90,553 | ) | | | 262,720 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 691,501 | | | $ | (113,473 | ) | | $ | 578,028 | |
| | | | | | | | | | | | |
Losses and loss expenses for the three and six months ended June 30, 2013 included $62.8 million and $113.5 million in favorable development of reserves relating to prior accident years, respectively. The favorable loss reserve development experienced during the three and six months ended June 30, 2013 benefited the Company’s reported loss ratio by approximately 11.6 and 11.8 percentage points, respectively. This net reduction in estimated losses for prior accident years reflects lower than expected claims emergence for the six months ended June 30, 2013 in all lines of business within the Insurance and Reinsurance segments.
For the three and six months ended June 30, 2013, the Company did not materially alter any key inputs utilized to establish reserve for losses and loss expenses (initial expected loss ratios and loss reporting patterns) related to prior years for the insurance and reinsurance segments as the variances in reported losses for those segments were within the range of possible results anticipated by the Company.
48
Losses and loss expenses for the three and six months ended June 30, 2012 are summarized as follows:
| | | | | | | | | | | | |
| | Incurred related to: | | | | |
Three Months Ended | | | | | | | | Total incurred | |
June 30, 2012 | | Current year | | | Prior years | | | losses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 141,602 | | | $ | (2,766 | ) | | $ | 138,836 | |
Casualty and other specialty | | | 43,989 | | | | (7,902 | ) | | | 36,087 | |
Professional lines | | | 27,316 | | | | (347 | ) | | | 26,969 | |
Property | | | 9,230 | | | | (2,618 | ) | | | 6,612 | |
| | | | | | | | | | | | |
Total Insurance | | | 222,137 | | | | (13,633 | ) | | | 208,504 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 24,637 | | | | (8,485 | ) | | | 16,152 | |
Property | | | 38,683 | | | | 5,474 | | | | 44,157 | |
Casualty | | | 58,667 | | | | (1,253 | ) | | | 57,414 | |
Other specialty | | | 21,325 | | | | (1,655 | ) | | | 19,670 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 143,312 | | | | (5,919 | ) | | | 137,393 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 365,449 | | | $ | (19,552 | ) | | $ | 345,897 | |
| | | | | | | | | | | | |
| | |
| | Incurred related to: | | | | |
Six Months Ended | | | | | | | | Total incurred | |
June 30, 2012 | | Current year | | | Prior years | | | losses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 194,116 | | | $ | (5,835 | ) | | $ | 188,281 | |
Casualty and other specialty | | | 80,466 | | | | (7,050 | ) | | | 73,416 | |
Professional lines | | | 52,308 | | | | (1,530 | ) | | | 50,778 | |
Property | | | 16,796 | | | | (7,065 | ) | | | 9,731 | |
| | | | | | | | | | | | |
Total Insurance | | | 343,686 | | | | (21,480 | ) | | | 322,206 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 69,937 | | | | (17,535 | ) | | | 52,402 | |
Property | | | 81,137 | | | | 17,504 | | | | 98,641 | |
Casualty | | | 111,196 | | | | (6,313 | ) | | | 104,883 | |
Other specialty | | | 39,161 | | | | (8,629 | ) | | | 30,532 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 301,431 | | | | (14,973 | ) | | | 286,458 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 645,117 | | | $ | (36,453 | ) | | $ | 608,664 | |
| | | | | | | | | | | | |
Losses and loss expenses for the three and six months ended June 30, 2012 included $19.6 million and $36.5 million in favorable development of reserves relating to prior accident years, respectively. The favorable loss reserve development experienced during the three and six months ended June 30, 2012 benefited the Company’s reported loss ratio by approximately 3.8 and 3.9 percentage points, respectively. This net reduction in estimated losses for prior accident years resulted primarily from lower than expected claims emergence across all lines of business for both the three and six months ended June 30, 2012 included within the Insurance segment and the catastrophe, casualty and other specialty lines of business in the Reinsurance segment for both the three and six months ended June 30, 2012.
For the three and six months ended June 30, 2012, the Company did not materially alter the two key inputs utilized to establish its reserve for losses and loss expenses (initial expected loss ratios and loss reporting patterns) for business related to prior years for the insurance and reinsurance segments as the variances in reported losses for those segments were within the range of possible results anticipated by the Company.
49
Insurance
Agriculture.For the three and six months ended June 30, 2013 and 2012, the Company recorded favorable loss emergence due to lower than anticipated agriculture claims settlements for the 2012 and 2011 crop years.
Casualty and other specialty.For the three and six months ended June 30, 2013, the Company recorded favorable loss emergence within this line of business primarily due to lower than expected claims activity within the healthcare liability business. This favorable loss emergence was partially offset by adverse development within the U.S. based casualty business. For the three and six months ended June 30, 2012, the Company recorded favorable loss emergence within this line of business primarily due to favorable loss development within the healthcare liability and casualty businesses, partially offset by adverse development within the workers’ compensation business. The Company exited the workers’ compensation insurance line of business in 2009.
Professional lines. For the three and six months ended June 30, 2013, the Company recorded a modest amount of favorable loss emergence within this line of business, primarily due to lower than expected reported claims activity in the U.S. based director and officers’ liability business. For the three and six months ended June 30, 2012, the Company recorded favorable loss emergence in professional lines due to lower than expected claims activity.
Property. For the three and six months ended June 30, 2013 and 2012, the favorable loss emergence within the property line of business was primarily due to lower than expected reported and favorable case reserve development.
Reinsurance
Catastrophe. For the six months ended June 30, 2013 and 2012, the Company recorded significant favorable loss emergence within this line of business primarily due to lower than expected claims activity and favorable case reserve development, primarily related to the Thailand floods of 2011 and Superstorm Sandy in 2012.
Property. For the three and six months ended June 30, 2013, the Company recorded favorable loss emergence in the property line of business due to lower than expected claims activity and favorable case reserve development, primarily related to the Thailand floods of 2011 and Superstorm Sandy in 2012. For the three and six months ended June 30, 2012, the Company recorded unfavorable loss emergence in the property line of business due to higher than expected claims activity related to 2011 catastrophes.
Casualty. For the three and six months ended June 30, 2013 and 2012, the Company recorded favorable loss emergence within this line of business primarily due to lower than expected claims reported.
Other specialty. For the three and six months ended June 30, 2013 and 2012, the Company recorded favorable loss emergence within this line of business primarily due to lower than expected claims reported.
50
The total reserves for losses and loss expenses recorded on the Company’s balance sheet were comprised of the following at June 30, 2013:
| | | | | | | | | | | | |
| | | | | | | | Reserve for losses | |
| | Case Reserves | | | IBNR Reserves | | | and loss expenses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 271,424 | | | $ | 143,602 | | | $ | 415,026 | |
Casualty and other specialty | | | 331,791 | | | | 942,472 | | | | 1,274,263 | |
Professional lines | | | 127,378 | | | | 386,497 | | | | 513,875 | |
Property | | | 25,667 | | | | 14,063 | | | | 39,730 | |
| | | | | | | | | | | | |
Total Insurance | | | 756,260 | | | | 1,486,634 | | | | 2,242,894 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 140,909 | | | | 153,843 | | | | 294,752 | |
Property | | | 221,468 | | | | 153,920 | | | | 375,388 | |
Casualty | | | 299,194 | | | | 686,557 | | | | 985,751 | |
Other specialty | | | 96,262 | | | | 150,534 | | | | 246,796 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 757,833 | | | | 1,144,854 | | | | 1,902,687 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 1,514,093 | | | $ | 2,631,488 | | | $ | 4,145,581 | |
| | | | | | | | | | | | |
The total reserves for losses and loss expenses recorded on the Company’s balance sheet were comprised of the following at December 31, 2012:
| | | | | | | | | | | | |
| | | | | | | | Reserve for losses | |
| | Case Reserves | | | IBNR Reserves | | | and loss expenses | |
| | (U.S. dollars in thousands) | |
Insurance: | | | | | | | | | | | | |
Agriculture | | $ | 392,457 | | | $ | 71,586 | | | $ | 464,043 | |
Casualty and other specialty | | | 308,611 | | | | 944,289 | | | | 1,252,900 | |
Professional lines | | | 110,441 | | | | 386,819 | | | | 497,260 | |
Property | | | 54,196 | | | | 18,653 | | | | 72,849 | |
| | | | | | | | | | | | |
Total Insurance | | | 865,705 | | | | 1,421,347 | | | | 2,287,052 | |
| | | | | | | | | | | | |
| | | |
Reinsurance: | | | | | | | | | | | | |
Catastrophe | | | 201,105 | | | | 97,223 | | | | 298,328 | |
Property | | | 281,681 | | | | 133,779 | | | | 415,460 | |
Casualty | | | 296,494 | | | | 679,982 | | | | 976,476 | |
Other specialty | | | 119,261 | | | | 144,299 | | | | 263,560 | |
| | | | | | | | | | | | |
Total Reinsurance | | | 898,541 | | | | 1,055,283 | | | | 1,953,824 | |
| | | | | | | | | | | | |
| | | |
Totals | | $ | 1,764,246 | | | $ | 2,476,630 | | | $ | 4,240,876 | |
| | | | | | | | | | | | |
51
Underwriting Results by Business Segments
The determination of the Company’s business segments is based on the manner in which management monitors the performance of the Company’s underwriting operations. As a result, we report two business segments – Insurance and Reinsurance.
Management measures the Company’s results on the basis of the combined ratio, which is obtained by dividing the sum of the losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned. The Company’s historic combined ratios may not be indicative of future underwriting performance. When purchased within a single line of business, ceded reinsurance and recoveries are accounted for within that line of business. When purchased across multiple lines of business, ceded reinsurance and recoveries are allocated to the lines of business in proportion to the related risks assumed. The Company does not manage its assets by business segment; accordingly, investment income and total assets are not allocated to the individual business segments. General and administrative expenses incurred by the business segments are allocated directly. Remaining general and administrative expenses not directly incurred by the business segments are allocated primarily based on estimated consumption, headcount and other variables deemed relevant to the allocation of such expenses. Ceded reinsurance and recoveries are recorded within the business segment to which they apply.
Insurance
The following table summarizes the underwriting results and associated ratios for the Company’s Insurance segment for the three and six months ended June 30, 2013 and 2012.
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | (U.S. dollars in thousands, except for ratios) | |
Revenues | | | | | | | | | | | | | | | | |
Gross premiums written | | $ | 276,941 | | | $ | 292,659 | | | $ | 929,884 | | | $ | 928,006 | |
Ceded premiums written | | | (85,439 | ) | | | (106,000 | ) | | | (333,688 | ) | | | (313,566 | ) |
| | | | | | | | | | | | | | | | |
Net premiums written | | | 191,502 | | | | 186,659 | | | | 596,196 | | | | 614,440 | |
| | | | | | | | | | | | | | | | |
Net premiums earned | | | 267,878 | | | | 266,085 | | | | 419,030 | | | | 427,715 | |
Other underwriting loss | | | — | | | | (1,300 | ) | | | — | | | | (1,300 | ) |
| | | | | | | | | | | | | | | | |
| | | 267,878 | | | | 264,785 | | | | 419,030 | | | | 426,415 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Losses and loss expenses | | | 215,844 | | | | 208,504 | | | | 315,308 | | | | 322,206 | |
Acquisition expenses | | | 14,968 | | | | 17,545 | | | | 29,584 | | | | 33,759 | |
General and administrative expenses | | | 43,524 | | | | 32,819 | | | | 79,151 | | | | 67,254 | |
| | | | | | | | | | | | | | | | |
| | | 274,336 | | | | 258,868 | | | | 424,043 | | | | 423,219 | |
| | | | | | | | | | | | | | | | |
Underwriting (loss) income | | $ | (6,458 | ) | | $ | 5,917 | | | $ | (5,013 | ) | | $ | 3,196 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net loss ratio | | | 80.6 | % | | | 78.4 | % | | | 75.2 | % | | | 75.3 | % |
Acquisition expense ratio | | | 5.6 | % | | | 6.6 | % | | | 7.1 | % | | | 7.9 | % |
General and administrative expense ratio | | | 16.2 | % | | | 12.3 | % | | | 18.9 | % | | | 15.7 | % |
| | | | | | | | | | | | | | | | |
Combined ratio | | | 102.4 | % | | | 97.3 | % | | | 101.2 | % | | | 98.9 | % |
| | | | | | | | | | | | | | | | |
52
Premiums. Gross premiums written for the three months ended June 30, 2013 in the Insurance segment decreased by 5.4% over the same period in 2012. Insurance segment gross premiums written were flat for the six months ended June 30, 2013 compared to 2012. Gross and net premiums written for each line of business in the Insurance segment were as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | Gross Premiums Written | | | Net Premiums Written | | | Gross Premiums Written | | | Net Premiums Written | |
| | (U.S. dollars in thousands) | |
Agriculture | | $ | 131,633 | | | $ | 84,537 | | | $ | 133,439 | | | $ | 67,249 | |
Casualty and other specialty | | | 87,614 | | | | 63,373 | | | | 90,019 | | | | 64,588 | |
Professional lines | | | 38,296 | | | | 27,788 | | | | 51,019 | | | | 42,832 | |
Property | | | 19,398 | | | | 15,804 | | | | 18,182 | | | | 11,990 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 276,941 | | | $ | 191,502 | | | $ | 292,659 | | | $ | 186,659 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | Gross Premiums Written | | | Net Premiums Written | | | Gross Premiums Written | | | Net Premiums Written | |
| | (U.S. dollars in thousands) | |
Agriculture | | $ | 696,107 | | | $ | 425,667 | | | $ | 667,106 | | | $ | 422,169 | |
Casualty and other specialty | | | 144,081 | | | | 106,634 | | | | 145,510 | | | | 106,411 | |
Professional lines | | | 59,260 | | | | 41,991 | | | | 87,364 | | | | 73,037 | |
Property | | | 30,436 | | | | 21,904 | | | | 28,026 | | | | 12,823 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 929,884 | | | $ | 596,196 | | | $ | 928,006 | | | $ | 614,440 | |
| | | | | | | | | | | | | | | | |
The increase in the Insurance segment net premiums written for the three months ended June 30, 2013 and the decrease for the six months ended June 30, 2013 compared to the same periods in 2012 were driven by the following factors:
| • | | An increase in net premiums written within the agriculture line of business, as strong growth in policy counts driven by attracting new business was partially offset by higher cessions to the U.S. Government and third parties; |
| • | | A decrease in premiums in professional lines driven by the non-renewal of a large program relationship in late 2012; and |
| • | | Growth in premiums in the property line emanating from the Company’s contract binding authority business where new agents have been added, partially offset by business curtailed in several product lines in an effort to reallocate capital to more profitable lines of business. |
Net premiums earned by the Company in the Insurance segment decreased in the six months ended June 30, 2013 compared to the same period in 2012 primarily due to the decrease in net premiums written in professional lines. Net premiums earned by the Company in the Insurance segment in the three months ended June 30, 2013 were comparable to the same period in 2012.
Losses and Loss Expenses. The net loss ratio in the Company’s Insurance segment increased by 2.2 percentage points for the three month period ended June 30, 2013 compared to the same period in 2012 and was
53
comparable for the six month periods ended June 30, 2013 and 2012. During the three and six months ended June 30, 2013, the Company’s previously estimated loss and loss expense reserve for the Insurance segment for prior accident years was reduced by $5.6 million and $22.9 million, respectively, which decreased the net loss ratio by 2.1 and 5.5 percentage points, as compared to reductions of $13.6 million and $21.5 million, which decreased the net loss ratio by 5.1 and 5.0 percentage points for the three and six months ended June 30, 2012. The lower level of favorable loss development in the second quarter of 2013 compared to 2012 was driven by the agriculture and casualty and other lines of business which experienced lower than expected claims activity in 2012.
Partially offsetting the decreased level of current period favorable prior year loss reserve releases in the three months ended June 30, 2013 was a decrease in certain current period accident quarter loss ratios compared to the three month period ended June 30, 2012. The current accident quarter loss ratio decreased by 0.8 percentage points for the three months ended June 30, 2013 compared to the same period in 2012 due to lower loss ratios in the Company’s property, professional and casualty and other lines from decreased levels of attritional loss activity in the current quarter. These improvements were offset by a higher expected loss ratio in the agriculture line to reflect a more challenging start to the growing season in 2013 compared to 2012 resulting from a more challenging winter wheat growing season and excess moisture prevented planting claims for spring crops.
Acquisition Expenses.The Company’s acquisition expense ratios in the Insurance segment in the second quarter and first six months of 2013 decreased compared to the same periods in 2012. The change in the acquisition expense ratio over both periods was driven by a higher proportion of net earned premiums attributed to the agriculture line which incurs a lower net acquisition expense rate and the decline in professional lines premiums over the periods which conversely incurs higher commissions.
General and Administrative Expenses.The increase in general and administrative expenses and expense ratios in the Insurance segment in the second quarter and first six months of 2013 compared to the same periods in 2012 was a result of an increase in personnel costs related to the addition of new underwriting teams over the last twelve months, higher annual incentive costs and increased levels of allocated expenses primarily from increased personnel expenses associated with the Company’s senior leadership transition.
54
Reinsurance
The following table summarizes the underwriting results and associated ratios for the Company’s Reinsurance business segment for the three and six months ended June 30, 2013 and 2012.
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
| | (U.S. dollars in thousands, except for ratios) | |
Revenues | | | | | | | | | | | | | | | | |
Gross premiums written | | $ | 295,769 | | | $ | 311,417 | | | $ | 820,188 | | | $ | 737,719 | |
Ceded premiums written | | | (22,650 | ) | | | (13,663 | ) | | | (42,848 | ) | | | (24,690 | ) |
| | | | | | | | | | | | | | | | |
Net premiums written | | | 273,119 | | | | 297,754 | | | | 777,340 | | | | 713,029 | |
| | | | | | | | | | | | | | | | |
Net premiums earned | | | 275,457 | | | | 253,255 | | | | 544,422 | | | | 503,260 | |
Other underwriting income | | | 888 | | | | 1,319 | | | | 1,637 | | | | 984 | |
| | | | | | | | | | | | | | | | |
| | | 276,345 | | | | 254,574 | | | | 546,059 | | | | 504,244 | |
| | | | | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | | | | |
Losses and loss expenses | | | 143,214 | | | | 137,393 | | | | 262,720 | | | | 286,458 | |
Acquisition expenses | | | 56,900 | | | | 54,583 | | | | 113,920 | | | | 106,858 | |
General and administrative expenses | | | 37,835 | | | | 29,790 | | | | 68,686 | | | | 61,396 | |
| | | | | | | | | | | | | | | | |
| | | 237,949 | | | | 221,766 | | | | 445,326 | | | | 454,712 | |
| | | | | | | | | | | | | | | | |
Underwriting income | | $ | 38,396 | | | $ | 32,808 | | | $ | 100,733 | | | $ | 49,532 | |
| | | | | | | | | | | | | | | | |
| | | | |
Net loss ratio | | | 52.0 | % | | | 54.2 | % | | | 48.3 | % | | | 57.0 | % |
Acquisition expense ratio | | | 20.7 | % | | | 21.6 | % | | | 20.9 | % | | | 21.2 | % |
General and administrative expense ratio | | | 13.7 | % | | | 11.8 | % | | | 12.6 | % | | | 12.2 | % |
| | | | | | | | | | | | | | | | |
Combined ratio | | | 86.4 | % | | | 87.6 | % | | | 81.8 | % | | | 90.4 | % |
| | | | | | | | | | | | | | | | |
55
Premiums. In the second quarter of 2013, net premiums written in the Reinsurance segment decreased by 8.3% over the same period of 2012. In the six months ended June 30, 2013, net premiums written in the Reinsurance segment increased by 9.0% over the same period in 2012. Gross and net premiums written for each line of business in the Reinsurance segment for the three and six months ended June 30, 2013 and 2012 were as follows:
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | Gross Premiums Written | | | Net Premiums Written | | | Gross Premiums Written | | | Net Premiums Written | |
| | (U.S. dollars in thousands) | |
Catastrophe | | $ | 155,431 | | | $ | 138,041 | | | $ | 172,222 | | | $ | 158,865 | |
Casualty | | | 67,209 | | | | 67,211 | | | | 58,897 | | | | 58,895 | |
Property | | | 48,384 | | | | 44,516 | | | | 54,026 | | | | 54,033 | |
Other specialty | | | 24,745 | | | | 23,351 | | | | 26,272 | | | | 25,961 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 295,769 | | | $ | 273,119 | | | $ | 311,417 | | | $ | 297,754 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | Gross Premiums Written | | | Net Premiums Written | | | Gross Premiums Written | | | Net Premiums Written | |
| | (U.S. dollars in thousands) | |
Catastrophe | | $ | 303,297 | | | $ | 269,439 | | | $ | 315,404 | | | $ | 292,583 | |
Casualty | | | 218,911 | | | | 217,484 | | | | 180,571 | | | | 179,332 | |
Property | | | 196,795 | | | | 192,927 | | | | 160,772 | | | | 160,779 | |
Other specialty | | | 101,185 | | | | 97,490 | | | | 80,972 | | | | 80,335 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 820,188 | | | $ | 777,340 | | | $ | 737,719 | | | $ | 713,029 | |
| | | | | | | | | | | | | | | | |
The movements in net premiums written in the Reinsurance segment for the second quarter and six months ended June 30, 2013 compared to the same periods in 2012 were primarily due to the following factors:
| • | | Growth in property premiums which were higher due to new premiums and modest rate increases on renewed business, particularly from the Company’s London, Zurich and Singapore offices; |
| • | | Expansion of net written premiums in the other specialty line, primarily due to new business generated by the trade credit and surety team that joined the Company in late 2012, partially offset by an absence of positive premium adjustments compared to 2012 and clients increasing their retentions upon renewal of certain treaties; |
| • | | Increased net written premiums within the casualty line as a result of new business written on international motor and U.S. casualty treaties; and |
| • | | A decrease in the catastrophe line reflecting the impact of a more competitive market where pricing declined and the Company chose to selectively reduce limits on certain U.S. business, particularly in Florida. |
Ceded premiums written by the Company increased in the three and six months ended June 30, 2013 as compared to the same period in 2012 as the Company has chosen to purchase increased levels of protection in the catastrophe and property lines of business.
56
Net premiums earned by the Company in the Reinsurance segment for the three and six months ended June 30, 2013 increased compared to the same period in 2012 due to the growth in gross premiums written in more recent periods.
Losses and Loss Expenses. The net loss ratio in the Company’s Reinsurance segment for the three and six months ended June 30, 2013 decreased compared to the same periods in 2012 as a result of higher levels of prior year reserve development in 2013 compared to 2012. The Company recorded $57.2 million and $90.6 million of favorable prior year loss reserve development in the three and six months ended June 30, 2013 compared to $5.9 million and $15.0 million in the three and six months ended June 30, 2012. During the three and six months ended June 30, 2013, the majority of the favorable loss reserve development emanated from the property and catastrophe lines, driven by reductions in the Thailand flood losses of 2011 and Superstorm Sandy losses in 2012, and from much lower than expected attritional losses. The same periods in 2012 experienced adverse development on some of the major 2011 loss events.
Partially offsetting the increased levels of favorable prior year loss reserve development in the current periods, the Company recorded losses, net of reinstatement premiums and other loss sensitive accruals, of $47.4 million and $47.4 million in the quarter and six months ended June 30, 2013 in relation to European floods, Canadian floods and various U.S. tornado and storm losses. The net losses from these events added 18.8 and 9.5 percentage points to the Reinsurance segment’s net loss ratio for the second quarter and six months ended June 30, 2013, respectively. During the second quarter and six months ended June 30, 2012, the Company incurred losses of $14.4 million and $36.9 million related to the Kentucky and other Midwest windstorms and an Italian earthquake. The net losses from those events added 5.8 and 7.8 percentage points to the Reinsurance segment’s net loss ratio for the second quarter and six months ended June 30, 2012, respectively.
| | | | | | | | | | |
Three Months Ended June 30, 2013 | | | Three Months Ended June 30, 2012 | |
Event | | Net Loss | | | Event | | Net Loss | |
(U.S. dollars in millions) | |
| | | |
Floods in Canada | | | 11.3 | | | Earthquake in Italy | | | 6.2 | |
Floods in Europe | | | 23.7 | | | Windstorms in the United States | | | 8.2 | |
Windstorms in the United States | | | 12.4 | | | | | | | |
| | | | | | | | | | |
| | $ | 47.4 | | | | | $ | 14.4 | |
| | | | | | | | | | |
| |
Six Months Ended June 30, 2013 | | | Six Months Ended June 30, 2012 | |
Event | | Net Loss | | | Event | | Net Loss | |
(U.S. dollars in millions) | |
| | | |
Floods in Canada | | | 11.3 | | | Windstorms in Kentucky | | | 22.5 | |
Floods in Europe | | | 23.7 | | | Earthquake in Italy | | | 6.2 | |
Windstorms in the United States | | | 12.4 | | | Windstorms in the United States | | | 8.2 | |
| | | | | | | | | | |
| | $ | 47.4 | | | | | $ | 36.9 | |
| | | | | | | | | | |
Acquisition Expenses. The Company’s acquisition expense ratio in the Reinsurance segment for the three months ended June 30, 2013 was lower than in the same period in 2012. The change in acquisition ratio for the three month period was due primarily to the growth of the property reinsurance business lines over the last twelve months exhibiting a lower average acquisition expense rate than in prior periods. In the six month period ended June 30, 2013, the acquisition ratio was comparable to the same period in 2012.
General and Administrative Expenses. The general and administrative expense ratios in the Reinsurance segment for the three and six months ended June 30, 2013 increased compared to those in the same periods in 2012 due to an increase in allocated current period costs associated with higher annual incentive costs and the Company’s senior leadership transition, offset partially by the impact of higher earned premiums.
57
Liquidity and Capital Resources
Endurance Holdings is a holding company that does not have any significant operations or assets other than its ownership of the shares of its direct and indirect subsidiaries. Endurance Holdings relies primarily on dividends and other permitted distributions from its subsidiaries to pay its operating expenses, interest on debt and dividends, if any, on its ordinary shares, its 7.75% Non-Cumulative Preferred Shares, Series A (“Series A Preferred Shares”) and its 7.5% Non-Cumulative Preferred Shares, Series B (“Series B Preferred Shares”). There are restrictions on the payment of dividends by the Company’s operating subsidiaries to Endurance Holdings, which are described in more detail below.
Ability of Subsidiaries to Pay Dividends.The ability of Endurance Bermuda to pay dividends is dependent on its ability to meet the requirements of applicable Bermuda law and regulations. Under Bermuda law, Endurance Bermuda may not declare or pay a dividend if there are reasonable grounds for believing that Endurance Bermuda is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of Endurance Bermuda’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Further, Endurance Bermuda, as a regulated insurance company in Bermuda, is subject to additional regulatory restrictions on the payment of dividends or distributions. As of June 30, 2013, Endurance Bermuda could pay a dividend or return additional paid-in capital totaling approximately $574.9 million (December 31, 2012 – $623.1 million) without prior regulatory approval based upon the Bermuda insurance and corporate regulations. In 2011, Endurance Holdings loaned Endurance Bermuda $200.0 million, which remains outstanding and is callable on demand.
Endurance U.S. Reinsurance, Endurance American, Endurance American Specialty and Endurance Risk Solutions are subject to regulation by the State of Delaware Department of Insurance and American Agri-Business is subject to regulation by the Texas Department of Insurance. Dividends for each U.S. operating subsidiary are limited to the greater of 10% of policyholders’ surplus or statutory net income, excluding realized capital gains. In addition, dividends may only be declared or distributed out of earned surplus. At December 31, 2012, Endurance U.S. Reinsurance, Endurance American, Endurance Risk Solutions and Endurance American Specialty did not have earned surplus; therefore, these companies are precluded from declaring or distributing dividends at June 30, 2013 without the prior approval of the applicable insurance regulator. At June 30, 2013, American Agri-Business (with notice to the Texas Department of Insurance) could pay dividends of $4.3 million without prior regulatory approval from the applicable regulators. In addition, any dividends paid by Endurance American, Endurance American Specialty and Endurance Risk Solutions would be subject to the dividend limitation of their respective parent insurance companies.
Under the jurisdiction of the United Kingdom’s Prudential Regulation Authority (“PRA”), Endurance U.K. must maintain a margin of solvency at all times, which is determined based on the type and amount of insurance business written. The PRA regulatory requirements impose no explicit restrictions on Endurance U.K.’s ability to pay a dividend, but Endurance U.K. would have to notify the PRA 28 days prior to any proposed dividend payment. Dividends may only be distributed from profits available for distributions. At June 30, 2013, Endurance U.K. did not have profits available for distributions.
Cash and Invested Assets. The Company’s aggregate invested assets, including fixed maturity investments, short-term investments, equity securities, other investments, cash and cash equivalents and pending securities transactions, as of June 30, 2013 totaled $6.4 billion, which is consistent with the aggregate invested assets of $6.6 billion as of December 31, 2012.
At June 30, 2013, the unrealized losses on the Company’s available for sale securities were primarily due to an increase in interest rates and widening of credit spreads, rather than any actual credit losses on these securities. Because the Company has the ability and intent to hold these securities until recovery, the Company currently believes it is probable that it will collect all amounts due according to their respective contractual terms. Therefore, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2013.
The Company’s aggregate direct exposure to the indebtedness and equity securities of those countries whose currency is the Euro or whose sovereign debt rating is below AAA (except the U.S.) was $442.5 million at June 30, 2013, compared to $247.1 million at December 31, 2012. The increase in exposures as of June 30, 2013 compared to December 31, 2012 is mainly due to Moody’s downgrade of the United Kingdom from “Aaa” to “Aa1” in February 2013.
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In addition to the direct exposures above, the Company has indirect exposure to sovereign and non-sovereign investments whose currency is the Euro or whose sovereign debt rating is below AAA through a hedge fund with a primary focus on European indebtedness, principally focused on benefiting from the declining value of European sovereign indebtedness.
Cash Flows
| | | | | | | | |
| | Six Months Ended June 30, | |
| | 2013 | | | 2012 | |
| | (U.S. dollars in thousands) | |
Net cash provided by operating activities | | $ | 42,712 | | | $ | 70,295 | |
Net cash used in investing activities | | | (165,604 | ) | | | (70,197 | ) |
Net cash used in financing activities | | | (30,706 | ) | | | (46,447 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | (28,359 | ) | | | (2,385 | ) |
| | | | | | | | |
Net decrease in cash and cash equivalents | | | (181,957 | ) | | | (48,734 | ) |
Cash and cash equivalents, beginning of period | | | 1,124,019 | | | | 890,914 | |
| | | | | | | | |
Cash and cash equivalents, end of period | | $ | 942,062 | | | $ | 842,180 | |
| | | | | | | | |
The decrease in cash flows provided by operating activities in the first half of 2013 compared to the same period in 2012 was primarily due to settlement of agriculture insurance losses incurred in 2012, as well as higher claim payments for catastrophe losses incurred in 2011 and 2012, partially offset by increased premium collections.
The increase in cash used in investing activities reflected the Company’s active management of its investment portfolio on a fair value basis to generate attractive economic returns and income. Movements in financial markets and interest rates influence the timing of investment sales and purchases. The increase in cash flows used in investing activities in 2013 principally reflected reduced proceeds from sales and maturities of available for sale investments partially offset by reduced purchases of available for sale investments compared to 2012.
The cash flows used in financing activities in 2013 were lower than in 2012 principally due to proceeds associated with the issuance of common shares partially offset by repurchases of common shares in 2013.
On May 28, 2013, prior to John R. Charman becoming the Company’s Chairman and Chief Executive Officer, Mr. Charman, together with members of his family, purchased from the Company $30.0 million of newly issued ordinary shares.
During the six months ended June 30, 2013, the Company used its capital to repurchase 318,252 ordinary shares in the open market for $14.6 million at an average price per share of $45.83. During the six months ended June 30, 2012, the Company repurchased $1.0 million of its 6.15% Senior Notes due October 15, 2015.
As of June 30, 2013 and December 31, 2012, the Company had pledged cash and cash equivalents and fixed maturity investments of $203.6 million and $224.4 million, respectively, in favor of certain ceding companies to collateralize obligations. As of June 30, 2013 and December 31, 2012, the Company had also pledged $319.1 million and $380.0 million of its cash and fixed maturity investments to meet collateral obligations for $269.4 million and $320.4 million in letters of credit outstanding under its credit facility, respectively. In addition, at June 30, 2013 and December 31, 2012, cash and fixed maturity investments with fair values of $275.1 million and $280.0 million were on deposit with U.S. state regulators, respectively.
Credit Facility. Under the Company’s credit facility, the Company and its subsidiaries have access to a revolving line of credit of up to $700.0 million, which expires April 19, 2016. As of June 30, 2013, there were no borrowings under this facility and letters of credit outstanding under the facility were $269.4 million.
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Historically, the operating subsidiaries of the Company have generated sufficient cash flows to meet all of their obligations. Because of the inherent volatility of the business written by the Company, the seasonality in the timing of payments by ceding companies, the irregular timing of loss payments, the impact of a change in interest rates on the Company’s investment returns as well as seasonality in coupon payment dates for fixed maturity investments, cash flows from the Company’s operating activities may vary significantly between periods. The Company expects to continue to generate positive operating cash flows through 2013, absent the occurrence of additional significant loss events. In the event that paid losses accelerate beyond the ability to fund such payments from operating cash flows, the Company would use its cash balances available, liquidate a portion of its investment portfolio, access its existing credit facility, or arrange for additional financing. However, there can be no assurance that the Company will be successful in executing these strategies.
Currency and Foreign Exchange
The Company’s functional currencies are U.S. dollars for its U.S. and Bermuda operations and British Sterling for its U.K. operations. The reporting currency for all operations is U.S. dollars. The Company maintains a portion of its investments and liabilities in currencies other than the U.S. dollar. The Company has made a significant investment in the capitalization of Endurance U.K, which is subject to the PRA’s rules concerning the matching of the currency of its assets to the currency of its liabilities. Depending on the profile of Endurance U.K.’s liabilities, it may be required to hold some of its assets in currencies corresponding to the currencies of its liabilities. The Company may, from time to time, experience gains or losses resulting from fluctuations in the values of foreign currencies, which could have a material adverse effect on the Company’s results of operations.
Assets and liabilities of foreign operations whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date. Revenues and expenses of such foreign operations are translated at average exchange rates during the year. The effect of the translation adjustments for foreign operations is included in accumulated other comprehensive income.
Other monetary assets and liabilities denominated in foreign currencies are revalued at the exchange rates in effect at the balance sheet date with the resulting foreign exchange gains and losses included in earnings. Revenues and expenses denominated in foreign currencies are translated at the prevailing exchange rate on the transaction date.
Effects of Inflation
The effects of inflation could cause the severity of claims to rise in the future. The Company’s estimates for losses and loss expenses include assumptions about future payments for settlement of claims and claims handling expenses, such as medical treatments and litigation costs. To the extent inflation causes these costs to increase above reserves established for these claims, the Company will be required to increase the reserve for losses and loss expenses with a corresponding reduction in its earnings in the period in which the deficiency is identified. In addition, inflation could lead to higher interest rates causing the current unrealized gain position on the Company’s fixed maturity portfolio to decrease or become an unrealized loss position. In response, the Company may choose to hold its fixed income investments to maturity, which would result in the unrealized gains largely amortizing through net investment income.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements under “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). The PSLRA provides a “safe harbor” for forward-looking statements. These forward-looking statements reflect our current views with respect to us specifically and the insurance and reinsurance business generally, investments, capital markets and the general economic environments in which we operate. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the PSLRA or otherwise.
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All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:
| • | | the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, industry consolidation and development of competing financial products; |
| • | | greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events or as a result of changing climate conditions, than our underwriting, reserving or investment practices have anticipated; |
| • | | changes in market conditions in the agriculture industry, which may vary depending upon demand for agricultural products, weather, commodity prices, natural disasters, technological advances in agricultural practices, changes in U.S. and foreign legislation and policies related to agricultural products and producers; |
| • | | termination of or changes in the terms of the U.S. multiple peril crop insurance program and termination or changes to the U.S. farm bill, including modifications to the Standard Reinsurance Agreement put in place by the Risk Management Agency of the U.S. Department of Agriculture; |
| • | | decreased demand for property and casualty insurance or reinsurance or increased competition due to an increase in capacity of property and casualty insurers and reinsurers; |
| • | | changes in the availability, cost or quality of reinsurance or retrocessional coverage; |
| • | | the inability to renew business previously underwritten or acquired; |
| • | | the inability to obtain or maintain financial strength or claims-paying ratings by one or more of our subsidiaries; |
| • | | our ability to effectively integrate acquired operations and to continue to expand our business; |
| • | | uncertainties in our reserving process, including the potential for adverse development of our loss reserves or failure of our loss limitation methods; |
| • | | the ability of the counterparty institutions with which we conduct business to continue to meet their obligations to us; |
| • | | the failure or delay of the Florida Hurricane Catastrophe Fund or private market participants in Florida to promptly pay claims, particularly following a large windstorm or of multiple smaller storms; |
| • | | our continued ability to comply with applicable financial standards and restrictive covenants, the breach of which could trigger significant collateral or prepayment obligations; |
| • | | Endurance Holdings or Endurance Bermuda becomes subject to income taxes in jurisdictions outside of Bermuda; |
| • | | changes in tax regulations or laws applicable to us, our subsidiaries, brokers or customers; |
| • | | state, federal and foreign regulations that impede our ability to charge adequate rates and efficiently allocate capital; |
| • | | changes in insurance regulations in the U.S. or other jurisdictions in which we operate, including the new Federal Insurance Office within the U.S. Department of the Treasury and other regulatory changes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 in the United States and the implementation of Solvency II by the European Commission; |
| • | | reduced acceptance of our existing or new products and services; |
| • | | loss of business provided by any one of a few brokers on whom we depend for a large portion of our revenue, and our exposure to the credit risk of our brokers; |
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| • | | actions by our competitors, many of which are larger or have greater financial resources than we do; |
| • | | assessments by states for high risk or otherwise uninsured individuals; |
| • | | the impact of acts of terrorism and acts of war; |
| • | | the effects of terrorist related insurance legislation and laws; |
| • | | political stability of Bermuda; |
| • | | changes in the political environment of certain countries in which we operate or underwrite business; |
| • | | changes in accounting regulation, policies or practices; |
| • | | our investment performance; |
| • | | the valuation of our invested assets and the determination of impairments of those assets, if any; |
| • | | the breach of our investment guidelines or the inability of those guidelines to mitigate investment risk; |
| • | | the possible further downgrade of U.S. or foreign government securities by credit rating agencies, and the resulting effect on the value of U.S. or foreign government and other securities in our investment portfolio as well as the uncertainty in the market generally; |
| • | | the need for additional capital in the future which may not be available or only available on unfavorable terms; |
| • | | the ability to maintain the availability of our systems and safeguard the security of our data in the event of a disaster or other unanticipated event; and |
| • | | changes in general economic conditions, including inflation, foreign currency exchange rates, interest rates, and other factors. |
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our 2012 Form 10-K, including the risk factors set forth in Item 1A thereof. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
There have been no material changes in market risk from the information provided under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and Qualitative Information about Market Risk” included in the Company’s 2012 Form 10-K.
Item 4. | Controls and Procedures |
a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
(b) Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s second fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
OTHER INFORMATION
We are party to various legal proceedings generally arising in the normal course of our business. While any proceeding contains an element of uncertainty, we do not believe that the eventual outcome of any litigation or arbitration proceeding to which we are presently a party could have a material adverse effect on our financial condition or business. Pursuant to our insurance and reinsurance agreements, disputes are generally required to be finally settled by arbitration.
There have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2012 Form 10-K.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
| | | | | | | | | | | | | | | | |
ISSUER PURCHASES OF EQUITY SECURITIES | |
| | | | |
Period | | (a) Total Number of Shares Purchased(1) | | | (b) Average Price Paid per Share | | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) (2) | | | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) (2) | |
April 1, 2013 – April 30, 2013 | | | 91,800 | | | $ | 48.14 | | | | 91,800 | | | | 6,433,739 | |
May 1, 2013 – May 31, 2013 | | | 3,300 | | | $ | 48.77 | | | | 3,300 | | | | 6,430,439 | |
June 1, 2013 – June 30, 2013 | | | — | | | $ | — | | | | — | | | | 6,430,439 | |
| | | | | | | | | | | | | | | | |
Total | | | 95,100 | | | $ | 48.16 | | | | 95,100 | | | | 6,430,439 | |
| | | | | | | | | | | | | | | | |
(1) | Ordinary shares or share equivalents. |
(2) | At its meeting on November 9, 2011, the Board of Directors of the Company authorized the repurchase of up to a total of 7,000,000 ordinary shares and share equivalents through November 30, 2013, superseding all |
previous authorizations.
Item 3. | Defaults Upon Senior Securities |
None
Item 4. | Mine Safety Disclosures |
Not applicable
None
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(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:
| | |
Exhibit Number | | Description |
| |
3.1 | | Amended and Restated Bye-laws. Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 9, 2013. |
| |
10.1 | | Employment Agreement, dated May 28, 2013, by and between the Company and John R. Charman. Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 31, 2013.** |
| |
10.2 | | Restricted Share Agreement, dated May 28, 2013, by and between the Company and John R. Charman. Incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on May 31, 2013.** |
| |
10.3 | | Option Agreement, dated May 28, 2013, by and between the Company and John R. Charman. Incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on May 31, 2013.** |
| |
10.4 | | Indemnification Agreement, dated May 28, 2013, by and between the Company and John R. Charman. Incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on May 31, 2013.** |
| |
10.5 | | Share Purchase Agreement, dated May 28, 2013, by and between Dragon Global Holdings Ltd. and the Company. Incorporated herein by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on May 31, 2013. |
| |
10.6 | | Share Purchase Agreement, dated May 28, 2013, by and between The Fortis Trust and the Company. Incorporated herein by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 31, 2013. |
| |
10.7 | | Share Purchase Agreement, dated May 28, 2013, by and between The Prometheus Trust and the Company. Incorporated herein by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on May 31, 2013. |
| |
10.8 | | Shareholders’ Agreement, dated May 28, 2013, by and among John R. Charman, Dragon Global Holdings Ltd. and the Company. Incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on May 31, 2013. |
| |
10.9 | | Consulting Agreement, dated May 28, 2013, by and between the Company and David Cash. Incorporated herein by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on May 31, 2013.** |
| |
31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act. |
| |
31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. |
| |
32 | | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
101 | | Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as at June 30, 2013 (unaudited) and December 31, 2012; (ii) the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2013 and 2012; (iii) the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2013 and 2012; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012; and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements for the six months ended June 30, 2013 and 2012. |
** | Management contract or compensatory plan or arrangement |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | |
| | | | | | ENDURANCE SPECIALTY HOLDINGS LTD. |
| | | |
Date: August 8, 2013 | | | | By: | | /s/ John R. Charman |
| | | | | | John R. Charman |
| | | | | | Chief Executive Officer |
| | | |
Date: August 8, 2013 | | | | By: | | /s/ Michael J. McGuire |
| | | | | | Michael J. McGuire |
| | | | | | Chief Financial Officer (Principal Financial Officer) |
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