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 June 30, 2017 and December 31, 2016 , condensed consolidating statements of income and condensed consolidating statements of cash flows for the three and six months ended June 30, 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 June 30, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Equity securities $ — $ — $ 1,941,170 $ — $ 1,941,170 Debt securities — — 702,515 — 702,515 Other investments — — 29,091 — 29,091 Total investments in securities — — 2,672,776 — 2,672,776 Cash and cash equivalents 279 275 7,701 — 8,255 Restricted cash and cash equivalents — — 372,068 — 372,068 Investment in subsidiaries 1,597,592 275,506 165,671 (2,038,769 ) — Due from brokers — — 424,163 — 424,163 Derivative assets, at fair value — — 45,110 — 45,110 Interest and dividends receivable — — 3,947 — 3,947 Reinsurance balances receivable — — 472,570 — 472,570 Deferred acquisition costs, net — — 203,193 — 203,193 Amounts due from (to) affiliates (40,665 ) (4,563 ) 45,228 — — Other assets 335 7,170 7,143 — 14,648 Total assets $ 1,557,541 $ 278,388 $ 4,419,570 $ (2,038,769 ) $ 4,216,730 Liabilities and shareholders’ equity Liabilities Accounts payable and accrued expenses $ 1,218 $ 40 $ 16,671 $ — $ 17,929 Reinsurance balances payable — — 65,456 — 65,456 Deposit liabilities — — 105,208 — 105,208 Unearned premium reserves — — 547,815 — 547,815 Loss and loss adjustment expense reserves — — 678,459 — 678,459 Securities sold, not yet purchased, at fair value — — 265,667 — 265,667 Due to brokers — — 777,179 — 777,179 Derivative liabilities, at fair value — — 11,949 — 11,949 Performance fee payable to related party — — 53,455 — 53,455 Interest and dividends payable — 3,022 816 — 3,838 Senior notes payable, net of deferred costs — 113,643 — — 113,643 Total liabilities 1,218 116,705 2,522,675 — 2,640,598 Shareholders’ equity Common shares 10,733 — 1,250 (1,250 ) 10,733 Treasury shares (48,253 ) — — — (48,253 ) Additional paid-in capital 1,098,857 165,808 1,532,480 (1,698,288 ) 1,098,857 Retained earnings (deficit) 494,986 (4,125 ) 343,356 (339,231 ) 494,986 Shareholders’ equity attributable to shareholders 1,556,323 161,683 1,877,086 (2,038,769 ) 1,556,323 Non-controlling interests — — 19,809 — 19,809 Total shareholders’ equity 1,556,323 161,683 1,896,895 (2,038,769 ) 1,576,132 Total liabilities and shareholders’ equity $ 1,557,541 $ 278,388 $ 4,419,570 $ (2,038,769 ) $ 4,216,730 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 June 30, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 156,564 $ — $ 156,564 Gross premiums ceded — — (1,425 ) — (1,425 ) Net premiums written — — 155,139 — 155,139 Change in net unearned premium reserves — — 18,419 — 18,419 Net premiums earned — — 173,558 — 173,558 Net investment inco me — — 107,325 — 107,325 Equity in earnings (losses) of sub sidiaries 75,843 4,843 (10 ) (80,676 ) — Total revenues 75,843 4,843 280,873 (80,676 ) 280,883 Expenses Loss and loss adjustment expenses incurred, net — — 107,379 — 107,379 Acquisition costs, net — — 68,641 — 68,641 General and administrative expenses 1,265 12 13,737 — 15,014 Other expenses — — 2,105 — 2,105 Interest expense — 2,051 — — 2,051 Foreign exchange losse s — — 4,781 — 4,781 Total expenses 1,265 2,063 196,643 — 199,971 Income before income tax expense 74,578 2,780 84,230 (80,676 ) 80,912 Income tax (expens e) benefit — 722 (6,029 ) — (5,307 ) Income including non-controlling interests 74,578 3,502 78,201 (80,676 ) 75,605 Income attributable to non-controlling interests — — (1,027 ) — (1,027 ) Net income $ 74,578 $ 3,502 $ 77,174 $ (80,676 ) $ 74,578 CONDENSED CONSOLIDATING STATEMENT OF INCOME Six months ended June 30, 2017 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 302,918 $ — $ 302,918 Gross premiums ceded — — (2,550 ) — (2,550 ) Net premiums written — — 300,368 — 300,368 Change in net unearned premium reserves — — 11,199 — 11,199 Net premiums earned — — 311,567 — 311,567 Net investment income — — 235,835 — 235,835 Equity in earnings (losses) of s ubsidiaries 181,213 13,832 (5 ) (195,040 ) — Total revenues 181,213 13,832 547,397 (195,040 ) 547,402 Expenses Loss and loss adjustment expenses incurred, net — — 193,274 — 193,274 Acquisition costs, net — — 123,093 — 123,093 General and administrative expenses 2,449 20 23,117 — 25,586 Other expenses — — 5,006 — 5,006 Interest expense — 4,077 — — 4,077 Foreign exchange losses — — 4,796 — 4,796 Total expenses 2,449 4,097 349,286 — 355,832 Income before income tax expense 178,764 9,735 198,111 (195,040 ) 191,570 Income tax (expense) benefit — 1,434 (12,039 ) — (10,605 ) Income including non-controlling interests 178,764 11,169 186,072 (195,040 ) 180,965 Income attributable to non-controlling interests — — (2,201 ) — (2,201 ) Net income $ 178,764 $ 11,169 $ 183,871 $ (195,040 ) $ 178,764 CONDENSED CONSOLIDATING STATEMENT OF INCOME Three months ended June 30, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 196,866 $ — $ 196,866 Gross premiums ceded — — (1,425 ) — (1,425 ) Net premiums written — — 195,441 — 195,441 Change in net unearned premium reserves — — (62,319 ) — (62,319 ) Net premiums earned — — 133,122 — 133,122 Net investment income — — 86,346 — 86,346 Equity in earnings (losses) of s ubsidiaries 54,715 6,551 (12 ) (61,254 ) — Total revenues 54,715 6,551 219,456 (61,254 ) 219,468 Expenses Loss and loss adjustment expenses incurred, net — — 104,131 — 104,131 Acquisition costs, net — — 48,482 — 48,482 General and administrative expenses 1,339 28 8,876 — 10,243 Other expenses — — 3,173 — 3,173 Interest expense — 2,046 — — 2,046 Foreign exchange gains — — (8,068 ) — (8,068 ) Total expenses 1,339 2,074 156,594 — 160,007 Income before income tax expen se 53,376 4,477 62,862 (61,254 ) 59,461 Income tax (expens e) benefit — 725 (6,035 ) — (5,310 ) Income including non-controlling interes ts 53,376 5,202 56,827 (61,254 ) 54,151 Income attributable to non-controlling interes ts — — (775 ) — (775 ) Net inco me $ 53,376 $ 5,202 $ 56,052 $ (61,254 ) $ 53,376 CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS) Six months ended June 30, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 394,022 $ — $ 394,022 Gross premiums ceded — — (1,425 ) — (1,425 ) Net premiums written — — 392,597 — 392,597 Change in net unearned premium reserves — — (122,673 ) — (122,673 ) Net premiums earned — — 269,924 — 269,924 Net investment inco me — — 46,236 — 46,236 Equity in earnings (losses) of sub sidiaries 4,561 2,099 (43 ) (6,617 ) — Total revenues 4,561 2,099 316,117 (6,617 ) 316,160 Expenses Loss and loss adjustment expenses incurred, net — — 188,807 — 188,807 Acquisition costs, net — — 100,169 — 100,169 General and administrative expenses 2,314 30 19,187 — 21,531 Other expenses — — 5,879 — 5,879 Interest expense — 4,094 — — 4,094 Foreign exchange gains — — (10,454 ) — (10,454 ) Total expenses 2,314 4,124 303,588 — 310,026 Income (loss) before income ta x (expense) benefit 2,247 (2,025 ) 12,529 (6,617 ) 6,134 Income tax (expens e) benefit — 1,443 (4,824 ) — (3,381 ) Income (loss) including non-controlling interests 2,247 (582 ) 7,705 (6,617 ) 2,753 Income attributable to non-controlling interes ts — — (506 ) — (506 ) Net inco me (loss) $ 2,247 $ (582 ) $ 7,199 $ (6,617 ) $ 2,247 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six months ended June 30, 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 $ 178,764 $ 11,169 $ 186,072 $ (195,040 ) $ 180,965 Adjustments to reconcile income (loss) including non-controlling interests to net cash provided by (used in) operating activities : Equity in (earnings) losses of subsidiaries (181,213 ) (13,832 ) 5 195,040 — Share compensation expense 73 — 3,301 — 3,374 Net interest expense on deposit liabilities — — 312 — 312 Net unrealized gain on investments and derivatives — — (128,168 ) — (128,168 ) Net realized gain on investments and derivatives — — (154,504 ) — (154,504 ) Net foreign exchange losses — — 4,796 — 4,796 Amortization of premium and accretion of discount, net — 88 (210 ) — (122 ) Changes in assets and liabilities: Reinsurance balances receivable — — (85,733 ) — (85,733 ) Deferred acquisition costs, net — — 18,425 — 18,425 Other assets 302 (1,663 ) 3,869 — 2,508 Interest and dividends receivable, net — (35 ) 2,988 — 2,953 Unearned premium reserves — — (9,261 ) — (9,261 ) Loss and loss adjustment expense reserves — — 63,769 — 63,769 Accounts payable and accrued expenses 67 — 7,482 — 7,549 Reinsurance balances payable — — 22,237 — 22,237 Performance fees payable to related party — — 53,455 — 53,455 Amounts due from (to) affiliates 40,523 (3,831 ) (36,692 ) — — Net cash provided by (used in) operating activities 38,516 (8,104 ) (47,857 ) — (17,445 ) Investing activities Purchases of investments — — (1,712,929 ) — (1,712,929 ) Proceeds from sales of investments — — 1,966,027 — 1,966,027 Purchases of investments to cover short sales — — (306,237 ) — (306,237 ) Proceeds from short sales of investments — — 462,066 — 462,066 Change in due to/from brokers, net — — (261,994 ) — (261,994 ) Change in restricted cash and cash equivalents — — (73,128 ) — (73,128 ) Net cash provided by (used in) investing activities — — 73,805 — 73,805 Financing activities Proceeds from issuance of common shares, net of costs 998 — — — 998 Purchases of common shares under share repurchase program (40,864 ) — — — (40,864 ) Decrease in deposit liabilities, net — — (124 ) — (124 ) Non-controlling interest in investment affiliate, net — — (18,066 ) — (18,066 ) Dividend received by (paid to) parent — 8,300 (8,300 ) — — Net cash provided by (used in) financing activities (39,866 ) 8,300 (26,490 ) — (58,056 ) Net increase (decrease) in cash and cash equivalents (1,350 ) 196 (542 ) — (1,696 ) Cash and cash equivalents at beginning of period 1,629 79 8,243 — 9,951 Cash and cash equivalents at end of period $ 279 $ 275 $ 7,701 $ — $ 8,255 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Six months ended June 30, 2016 (expressed in thousands of U.S. dollars) Third Point Reinsurance Ltd. TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Income (loss) including non-controlling interests $ 2,247 $ (582 ) $ 7,705 $ (6,617 ) $ 2,753 Adjustments to reconcile income (loss) including non-controlling interests to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries (4,561 ) (2,099 ) 43 6,617 — Share compensation expense 181 — 4,521 — 4,702 Net interest expense on deposit liabilities — — 1,331 — 1,331 Net unrealized loss on investments and derivatives — — 670 — 670 Net realized gain on investments and derivatives — — (41,954 ) — (41,954 ) Net foreign exchange gains — — (10,454 ) — (10,454 ) Amortization of premium and accretion of discount, net — 88 1,925 — 2,013 Changes in assets and liabilities: Reinsurance balances receivable — — (133,672 ) — (133,672 ) Deferred acquisition costs, net — — (24,558 ) — (24,558 ) Other assets 394 (1,442 ) (970 ) — (2,018 ) Interest and dividends receivable, net — (20 ) 3,332 — 3,312 Unearned premium reserves — — 123,687 — 123,687 Loss and loss adjustment expense reserves — — 79,645 — 79,645 Accounts payable and accrued expenses (911 ) 10 (1,237 ) — (2,138 ) Reinsurance balances payable — — 21,890 — 21,890 Performance fees payable to related party — — 2,954 — 2,954 Amounts due from (to) affiliates 8,876 4,042 (12,918 ) — — Net cash provided by (used in) operating activities 6,226 (3 ) 21,940 — 28,163 Investing activities Purchases of investments — — (2,031,742 ) — (2,031,742 ) Proceeds from sales of investments — — 1,615,954 — 1,615,954 Purchases of investments to cover short sales — — (736,668 ) — (736,668 ) Proceeds from short sales of investments — — 694,371 — 694,371 Change in due to/from brokers, net — — 208,886 — 208,886 Increase in securities sold under an agreement to repurchase — — 159,412 — 159,412 Change in restricted cash and cash equivalents — — 50,846 — 50,846 Contributed capital to subsidiaries (5,000 ) 5,000 — — — Contributed capital from parent and/or subsidiaries — (5,000 ) 5,000 — — Net cash provided by (used in) investing activities (5,000 ) — (33,941 ) — (38,941 ) Financing activities Proceeds from issuance of common shares, net of costs 1,046 — — — 1,046 Purchases of common shares under share repurchase program (7,389 ) — — — (7,389 ) Increase in deposit liabilities, net — — 3,752 — 3,752 Dividend received by (paid to) parent 5,000 — (5,000 ) — — Net cash provided by (used in) financing activities (1,343 ) — (1,248 ) — (2,591 ) Net decrease in cash and cash equivalents (117 ) (3 ) (13,249 ) — (13,369 ) Cash and cash equivalents at beginning of period 308 5 20,094 — 20,407 Cash and cash equivalents at end of period $ 191 $ 2 $ 6,845 $ — $ 7,038 |