Supplemental Guarantor Information | fully and unconditionally guarantees the $115.0 million of Notes issued by TPRUSA, a wholly owned subsidiary. The following information sets forth condensed consolidating balance sheets as of March 31, 2017 and December 31, 2016 , condensed consolidating statements of income (loss) and condensed consolidating statements of cash flows for the three months ended March 31, 2017 and 2016 for Third Point Reinsurance Ltd., TPRUSA and the non-guarantor subsidiaries of Third Point Reinsurance Ltd. Investments in subsidiaries are accounted for on the equity method; accordingly, entries necessary to consolidate the parent guarantor, TPRUSA and all other subsidiaries are reflected in the eliminations column. CONDENSED CONSOLIDATING BALANCE SHEET As of March 31, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Equity securities $ — $ — $ 1,484,378 $ — $ 1,484,378 Debt securities — — 921,221 — 921,221 Other investments — — 72,020 — 72,020 Total investments in securities — — 2,477,619 — 2,477,619 Cash and cash equivalents 60 80 11,689 — 11,829 Restricted cash and cash equivalents — — 334,813 — 334,813 Investment in subsidiaries 1,520,278 270,455 165,473 (1,956,206 ) — Due from brokers — — 387,102 — 387,102 Derivative assets, at fair value — — 34,122 — 34,122 Interest and dividends receivable — — 8,003 — 8,003 Reinsurance balances receivable — — 421,034 — 421,034 Deferred acquisition costs, net — — 220,754 — 220,754 Amounts due from (to) affiliates (17,919 ) (4,128 ) 22,047 — — Other assets 493 6,220 7,366 — 14,079 Total assets $ 1,502,912 $ 272,627 $ 4,090,022 $ (1,956,206 ) $ 3,909,355 Liabilities and shareholders’ equity Liabilities Accounts payable and accrued expenses $ 1,231 $ 40 $ 10,238 $ — $ 11,509 Reinsurance balances payable — — 51,173 — 51,173 Deposit liabilities — — 105,778 — 105,778 Unearned premium reserves — — 565,243 — 565,243 Loss and loss adjustment expense reserves — — 625,786 — 625,786 Securities sold, not yet purchased, at fair value — — 217,836 — 217,836 Securities sold under an agreement to repurchase — — 16,524 — 16,524 Due to brokers — — 639,320 — 639,320 Derivative liabilities, at fair value — — 10,839 — 10,839 Performance fee payable to related party — — 30,857 — 30,857 Interest and dividends payable — 1,015 1,346 — 2,361 Senior notes payable, net of deferred costs — 113,599 — — 113,599 Total liabilities 1,231 114,654 2,274,940 — 2,390,825 Shareholders’ equity Common shares 10,718 — 1,250 (1,250 ) 10,718 Treasury shares (26,273 ) — — — (26,273 ) Additional paid-in capital 1,096,828 165,600 1,530,801 (1,696,401 ) 1,096,828 Retained earnings (deficit) 420,408 (7,627 ) 266,182 (258,555 ) 420,408 Shareholders’ equity attributable to shareholders 1,501,681 157,973 1,798,233 (1,956,206 ) 1,501,681 Non-controlling interests — — 16,849 — 16,849 Total shareholders’ equity 1,501,681 157,973 1,815,082 (1,956,206 ) 1,518,530 Total liabilities and shareholders’ equity $ 1,502,912 $ 272,627 $ 4,090,022 $ (1,956,206 ) $ 3,909,355 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Equity securities $ — $ — $ 1,506,854 $ — $ 1,506,854 Debt securities — — 1,057,957 — 1,057,957 Other investments — — 82,701 — 82,701 Total investments in securities — — 2,647,512 — 2,647,512 Cash and cash equivalents 1,629 79 8,243 — 9,951 Restricted cash and cash equivalents — — 298,940 — 298,940 Investment in subsidiaries 1,413,078 269,622 165,324 (1,848,024 ) — Due from brokers — — 284,591 — 284,591 Derivative assets, at fair value — — 27,432 — 27,432 Interest and dividends receivable — — 6,505 — 6,505 Reinsurance balances receivable — — 381,951 — 381,951 Deferred acquisition costs, net — — 221,618 — 221,618 Amounts due from (to) affiliates (142 ) (8,394 ) 8,536 — — Other assets 637 5,507 11,000 — 17,144 Total assets $ 1,415,202 $ 266,814 $ 4,061,652 $ (1,848,024 ) $ 3,895,644 Liabilities and shareholders’ equity Liabilities Accounts payable and accrued expenses $ 1,151 $ 40 $ 9,130 $ — $ 10,321 Reinsurance balances payable — — 43,171 — 43,171 Deposit liabilities — — 104,905 — 104,905 Unearned premium reserves — — 557,076 — 557,076 Loss and loss adjustment expense reserves — — 605,129 — 605,129 Securities sold, not yet purchased, at fair value — — 92,668 — 92,668 Due to brokers — — 899,601 — 899,601 Derivative liabilities, at fair value — — 16,050 — 16,050 Interest and dividends payable — 3,057 386 — 3,443 Senior notes payable, net of deferred costs — 113,555 — — 113,555 Total liabilities 1,151 116,652 2,328,116 — 2,445,919 Shareholders’ equity Common shares 10,650 — 1,250 (1,250 ) 10,650 Treasury shares (7,389 ) — — — (7,389 ) Additional paid-in capital 1,094,568 165,456 1,528,827 (1,694,283 ) 1,094,568 Retained earnings (deficit) 316,222 (15,294 ) 167,785 (152,491 ) 316,222 Shareholders’ equity attributable to shareholders 1,414,051 150,162 1,697,862 (1,848,024 ) 1,414,051 Non-controlling interests — — 35,674 — 35,674 Total shareholders’ equity 1,414,051 150,162 1,733,536 (1,848,024 ) 1,449,725 Total liabilities and shareholders’ equity $ 1,415,202 $ 266,814 $ 4,061,652 $ (1,848,024 ) $ 3,895,644 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three months ended March 31, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 146,354 $ — $ 146,354 Gross premiums ceded — — (1,125 ) — (1,125 ) Net premiums written — — 145,229 — 145,229 Change in net unearned premium reserves — — (7,220 ) — (7,220 ) Net premiums earned — — 138,009 — 138,009 Net investment inco me — — 128,510 — 128,510 Equity in earnings of subsidiaries 105,370 8,989 5 (114,364 ) — Total revenues 105,370 8,989 266,524 (114,364 ) 266,519 Expenses Loss and loss adjustment expenses incurred, net — — 85,895 — 85,895 Acquisition costs, net — — 54,452 — 54,452 General and administrative expenses 1,184 8 9,380 — 10,572 Other expenses — — 2,901 — 2,901 Interest expense — 2,026 — — 2,026 Foreign exchange losse s — — 15 — 15 Total expenses 1,184 2,034 152,643 — 155,861 Income before income tax expense 104,186 6,955 113,881 (114,364 ) 110,658 Income tax (expens e) benefit — 712 (6,010 ) — (5,298 ) Income including non-controlling interests 104,186 7,667 107,871 (114,364 ) 105,360 Income attributable to non-controlling interests — — (1,174 ) — (1,174 ) Net income $ 104,186 $ 7,667 $ 106,697 $ (114,364 ) $ 104,186 CONDENSED CONSOLIDATING STATEMENT OF LOSS Three months ended March 31, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 197,156 $ — $ 197,156 Gross premiums ceded — — — — — Net premiums written — — 197,156 — 197,156 Change in net unearned premium reserves — — (60,354 ) — (60,354 ) Net premiums earned — — 136,802 — 136,802 Net investment income (loss) — — (40,110 ) — (40,110 ) Equity in losses of subsidiaries (50,154 ) (4,452 ) (31 ) 54,637 — Total revenues (50,154 ) (4,452 ) 96,661 54,637 96,692 Expenses Loss and loss adjustment expenses incurred, net — — 84,676 — 84,676 Acquisition costs, net — — 51,687 — 51,687 General and administrative expenses 975 2 10,311 — 11,288 Other expenses — — 2,706 — 2,706 Interest expense — 2,048 — — 2,048 Foreign exchange gains — — (2,386 ) — (2,386 ) Total expenses 975 2,050 146,994 — 150,019 Loss before income tax benefit (51,129 ) (6,502 ) (50,333 ) 54,637 (53,327 ) Income tax benefit — 718 1,211 — 1,929 Loss including non-controlling interests (51,129 ) (5,784 ) (49,122 ) 54,637 (51,398 ) Loss attributable to non-controlling interests — — 269 — 269 Net loss $ (51,129 ) $ (5,784 ) $ (48,853 ) $ 54,637 $ (51,129 ) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three months ended March 31, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Income including non-controlling interes ts $ 104,186 $ 7,667 $ 107,871 $ (114,364 ) $ 105,360 Adjustments to reconcile income (loss) including non-controlling interests to net cash provided by (used in) operating activities : Equity in (earnings) losses of subsidiaries (105,370 ) (8,989 ) (5 ) 114,364 — Share compensation expense — — 1,830 — 1,830 Net interest expense on deposit liabilities — — 409 — 409 Net unrealized gain on investments and derivatives — — (95,703 ) — (95,703 ) Net realized gain on investments and derivatives — — (61,028 ) — (61,028 ) Net foreign exchange losses — — 15 — 15 Amortization of premium and accretion of discount, net — 44 (709 ) — (665 ) Changes in assets and liabilities: Reinsurance balances receivable — — (37,281 ) — (37,281 ) Deferred acquisition costs, net — — 864 — 864 Other assets 144 (713 ) 3,644 — 3,075 Interest and dividends receivable, net — (2,042 ) (538 ) — (2,580 ) Unearned premium reserves — — 8,167 — 8,167 Loss and loss adjustment expense reserves — — 18,798 — 18,798 Accounts payable and accrued expenses 80 — 1,099 — 1,179 Reinsurance balances payable — — 8,051 — 8,051 Performance fees payable to related party — — 30,857 — 30,857 Amounts due from (to) affiliates 17,777 (4,266 ) (13,511 ) — — Net cash provided by (used in) operating activities 16,817 (8,299 ) (27,170 ) — (18,652 ) Investing activities Purchases of investments — — (613,020 ) — (613,020 ) Proceeds from sales of investments — — 940,797 — 940,797 Purchases of investments to cover short sales — — (120,014 ) — (120,014 ) Proceeds from short sales of investments — — 232,856 — 232,856 Change in due to/from brokers, net — — (362,792 ) — (362,792 ) Increase in securities sold under an agreement to repurchase — — 16,524 — 16,524 Change in restricted cash and cash equivalents — — (35,873 ) — (35,873 ) Net cash provided by (used in) investing activities — — 58,478 — 58,478 Financing activities Proceeds from issuance of common shares, net of costs 498 — — — 498 Purchases of common shares under share repurchase program (18,884 ) — — — (18,884 ) Increase in deposit liabilities, net — — 437 — 437 Non-controlling interest in investment affiliate, net — — (19,999 ) — (19,999 ) Dividend received by (paid to) parent — 8,300 (8,300 ) — — Net cash provided by (used in) financing activities (18,386 ) 8,300 (27,862 ) — (37,948 ) Net increase (decrease) in cash and cash equivalents (1,569 ) 1 3,446 — 1,878 Cash and cash equivalents at beginning of period 1,629 79 8,243 — 9,951 Cash and cash equivalents at end of period $ 60 $ 80 $ 11,689 $ — $ 11,829 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Three months ended March 31, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Loss including non-controlling interests $ (51,129 ) $ (5,784 ) $ (49,122 ) $ 54,637 $ (51,398 ) Adjustments to reconcile income (loss) including non-controlling interests to net cash provided by (used in) operating activities Equity in losses of subsidiaries 50,154 4,452 31 (54,637 ) — Share compensation expense — — 2,651 — 2,651 Interest expense on deposit liabilities — — 471 — 471 Net unrealized loss on investments and derivatives — — 55,627 — 55,627 Net realized gain on investments and derivatives — — (24,510 ) — (24,510 ) Foreign exchange gains included in net income — — (2,386 ) — (2,386 ) Amortization of premium and accretion of discount, net — 44 2,498 — 2,542 Changes in assets and liabilities: Reinsurance balances receivable — — (31,603 ) — (31,603 ) Deferred acquisition costs, net — — (19,596 ) — (19,596 ) Other assets 142 (718 ) (3,877 ) — (4,453 ) Interest and dividends receivable, net — (2,021 ) (3,387 ) — (5,408 ) Unearned premium reserves — — 60,260 — 60,260 Loss and loss adjustment expense reserves — — 26,136 — 26,136 Accounts payable and accrued expenses (350 ) — (2,047 ) — (2,397 ) Reinsurance balances payable — — 6,892 — 6,892 Amounts due from (to) affiliates 914 4,025 (4,939 ) — — Net cash provided by (used in) operating activities (269 ) (2 ) 13,099 — 12,828 Investing activities Purchases of investments — — (1,189,432 ) — (1,189,432 ) Proceeds from sales of investments — — 771,687 — 771,687 Purchases of investments to cover short sales — — (459,901 ) — (459,901 ) Proceeds from short sales of investments — — 386,054 — 386,054 Change in due to/from brokers, net — — 288,507 — 288,507 Increase in securities sold under an agreement to repurchase — — 161,361 — 161,361 Change in restricted cash and cash equivalents — — 13,992 — 13,992 Contributed capital to subsidiaries (5,000 ) (5,000 ) — 10,000 — Contributed capital from parent and/or subsidiaries — 5,000 5,000 (10,000 ) — Net cash provided by (used in) investing activities (5,000 ) — (22,732 ) — (27,732 ) Financing activities Increase in deposit liabilities — — 2,155 — 2,155 Dividend received by (paid to) parent 5,000 — (5,000 ) — — Net cash provided by (used in) financing activities 5,000 — (2,845 ) — 2,155 Net increase in cash and cash equivalents (269 ) (2 ) (12,478 ) — (12,749 ) Cash and cash equivalents at beginning of period 308 5 20,094 — 20,407 Cash and cash equivalents at end of period $ 39 $ 3 $ 7,616 $ — $ 7,658 |