Supplemental Guarantor Information | Third Point Re 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 September 30, 2017 and December 31, 2016 , condensed consolidating statements of income and condensed consolidating statements of cash flows for the three and nine months ended September 30, 2017 and 2016 for Third Point Re, TPRUSA and the non-guarantor subsidiaries of Third Point Re. 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 September 30, 2017 (expressed in thousands of U.S. dollars) Third Point Re TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Equity securities $ — $ — $ 2,017,463 $ — $ 2,017,463 Debt securities — — 656,118 — 656,118 Other investments — — 30,932 — 30,932 Total investments in securities — — 2,704,513 — 2,704,513 Cash and cash equivalents — 200 6,234 — 6,434 Restricted cash and cash equivalents — — 477,362 — 477,362 Investment in subsidiaries 1,613,968 276,251 165,913 (2,056,132 ) — Due from brokers — — 387,786 — 387,786 Derivative assets, at fair value — — 75,781 — 75,781 Interest and dividends receivable — — 4,210 — 4,210 Reinsurance balances receivable — — 478,206 — 478,206 Deferred acquisition costs, net — — 223,091 — 223,091 Amounts due from (to) affiliates (1,493 ) (3,588 ) 5,081 — — Other assets 734 — 10,730 — 11,464 Total assets $ 1,613,209 $ 272,863 $ 4,538,907 $ (2,056,132 ) $ 4,368,847 Liabilities Accounts payable and accrued expenses (1) $ 1,055 $ (7,920 ) $ 31,445 $ — $ 24,580 Reinsurance balances payable — — 54,654 — 54,654 Deposit liabilities — — 126,491 — 126,491 Unearned premium reserves — — 615,375 — 615,375 Loss and loss adjustment expense reserves — — 699,369 — 699,369 Securities sold, not yet purchased, at fair value — — 405,845 — 405,845 Due to brokers — — 602,230 — 602,230 Derivative liabilities, at fair value — — 17,280 — 17,280 Performance fee payable to related party — — 73,210 — 73,210 Interest and dividends payable — 1,026 891 — 1,917 Senior notes payable, net of deferred costs — 113,688 — — 113,688 Total liabilities 1,055 106,794 2,626,790 — 2,734,639 Redeemable noncontrolling interests in related party — — 16,813 — 16,813 Shareholders’ equity Common shares 10,738 — 1,250 (1,250 ) 10,738 Treasury shares (48,253 ) — — — (48,253 ) Additional paid-in capital 1,099,998 166,080 1,533,281 (1,699,361 ) 1,099,998 Retained earnings (deficit) 549,671 (11 ) 355,532 (355,521 ) 549,671 Shareholders’ equity attributable to Third Point Re common shareholders 1,612,154 166,069 1,890,063 (2,056,132 ) 1,612,154 Noncontrolling interests in related party — — 5,241 — 5,241 Total shareholders’ equity 1,612,154 166,069 1,895,304 (2,056,132 ) 1,617,395 Total liabilities, noncontrolling interests and shareholders’ equity $ 1,613,209 $ 272,863 $ 4,538,907 $ (2,056,132 ) $ 4,368,847 (1) Negative balance of $7.9 million represents net deferred tax assets that are offset by net deferred tax liabilities in Third Point Re USA of $8.0 million , resulting in a net liability position as of September 30, 2017 . CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2016 (expressed in thousands of U.S. dollars) Third 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 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 Third Point Re common shareholders 1,414,051 150,162 1,697,862 (1,848,024 ) 1,414,051 Noncontrolling interests in related party — — 35,674 — 35,674 Total shareholders' equity 1,414,051 150,162 1,733,536 (1,848,024 ) 1,449,725 Total liabilities, noncontrolling interests and shareholders’ equity $ 1,415,202 $ 266,814 $ 4,061,652 $ (1,848,024 ) $ 3,895,644 CONDENSED CONSOLIDATING STATEMENTS OF INCOME (expressed in thousands of U.S. dollars) Three months ended September 30, 2017 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 174,539 $ — $ 174,539 Gross premiums ceded — — — — — Net premiums written — — 174,539 — 174,539 Change in net unearned premium reserves — — (68,564 ) — (68,564 ) Net premiums earned — — 105,975 — 105,975 Net investment inco me — — 88,968 — 88,968 Equity in earnings (losses) of sub sidiaries 55,847 5,473 (30 ) (61,290 ) — Total revenues 55,847 5,473 194,913 (61,290 ) 194,943 Expenses Loss and loss adjustment expenses incurred, net — — 77,275 — 77,275 Acquisition costs, net — — 33,974 — 33,974 General and administrative expenses 1,162 17 12,039 — 13,218 Other expenses — — 3,846 — 3,846 Interest expense — 2,074 — — 2,074 Foreign exchange losse s — — 5,437 — 5,437 Total expenses 1,162 2,091 132,571 — 135,824 Income before income tax expense 54,685 3,382 62,342 (61,290 ) 59,119 Income tax (expens e) benefit — 732 (4,207 ) — (3,475 ) Net income 54,685 4,114 58,135 (61,290 ) 55,644 Net income attributable to noncontrolling intere sts in related party — — (959 ) — (959 ) Net income available to Third Point Re common shareholders $ 54,685 $ 4,114 $ 57,176 $ (61,290 ) $ 54,685 Nine months ended September 30, 2017 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 477,457 $ — $ 477,457 Gross premiums ceded — — (2,550 ) — (2,550 ) Net premiums written — — 474,907 — 474,907 Change in net unearned premium reserves — — (57,365 ) — (57,365 ) Net premiums earned — — 417,542 — 417,542 Net investment income — — 324,803 — 324,803 Equity in earnings (losses) of s ubsidiaries 237,060 19,305 (35 ) (256,330 ) — Total revenues 237,060 19,305 742,310 (256,330 ) 742,345 Expenses Loss and loss adjustment expenses incurred, net — — 270,549 — 270,549 Acquisition costs, net — — 157,067 — 157,067 General and administrative expenses 3,611 37 35,156 — 38,804 Other expenses — — 8,852 — 8,852 Interest expense — 6,151 — — 6,151 Foreign exchange losses — — 10,233 — 10,233 Total expenses 3,611 6,188 481,857 — 491,656 Income before income tax expense 233,449 13,117 260,453 (256,330 ) 250,689 Income tax (expense) benefit — 2,166 (16,246 ) — (14,080 ) Net income 233,449 15,283 244,207 (256,330 ) 236,609 Net income attributable to noncontrolling interests in related party — — (3,160 ) — (3,160 ) Net income available to Third Point Re common shareholders $ 233,449 $ 15,283 $ 241,047 $ (256,330 ) $ 233,449 CONDENSED CONSOLIDATING STATEMENTS OF INCOME (expressed in thousands of U.S. dollars) Three months ended September 30, 2016 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 142,573 $ — $ 142,573 Gross premiums ceded — — (927 ) — (927 ) Net premiums written — — 141,646 — 141,646 Change in net unearned premium reserves — — (13,463 ) — (13,463 ) Net premiums earned — — 128,183 — 128,183 Net investment income — — 88,356 — 88,356 Equity in earnings (losses) of s ubsidiaries 73,268 3,916 (35 ) (77,149 ) — Total revenues 73,268 3,916 216,504 (77,149 ) 216,539 Expenses Loss and loss adjustment expenses incurred, net — — 85,015 — 85,015 Acquisition costs, net — — 45,127 — 45,127 General and administrative expenses 1,187 11 11,156 — 12,354 Other expenses — — 347 — 347 Interest expense — 2,069 — — 2,069 Foreign exchange gains — — (3,905 ) — (3,905 ) Total expenses 1,187 2,080 137,740 — 141,007 Income before income tax expen se 72,081 1,836 78,764 (77,149 ) 75,532 Income tax (expens e) benefit — 728 (3,212 ) — (2,484 ) Net income 72,081 2,564 75,552 (77,149 ) 73,048 Net income attributable to noncontrolling inte rests in related party — — (967 ) — (967 ) Net inco me available to Third Point Re common shareholders $ 72,081 $ 2,564 $ 74,585 $ (77,149 ) $ 72,081 Nine months ended September 30, 2016 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 536,595 $ — $ 536,595 Gross premiums ceded — — (2,352 ) — (2,352 ) Net premiums written — — 534,243 — 534,243 Change in net unearned premium reserves — — (136,136 ) — (136,136 ) Net premiums earned — — 398,107 — 398,107 Net investment inco me — — 134,592 — 134,592 Equity in earnings (losses) of sub sidiaries 77,829 6,015 (78 ) (83,766 ) — Total revenues 77,829 6,015 532,621 (83,766 ) 532,699 Expenses Loss and loss adjustment expenses incurred, net — — 273,822 — 273,822 Acquisition costs, net — — 145,296 — 145,296 General and administrative expenses 3,501 41 30,343 — 33,885 Other expenses — — 6,226 — 6,226 Interest expense — 6,163 — — 6,163 Foreign exchange gains — — (14,359 ) — (14,359 ) Total expenses 3,501 6,204 441,328 — 451,033 Income (loss) before income ta x (expense) benefit 74,328 (189 ) 91,293 (83,766 ) 81,666 Income tax (expens e) benefit — 2,171 (8,036 ) — (5,865 ) Net income 74,328 1,982 83,257 (83,766 ) 75,801 Net income attributable to noncontrolling inte rests in related party — — (1,473 ) — (1,473 ) Net inco me available to Third Point Re common shareholders $ 74,328 $ 1,982 $ 81,784 $ (83,766 ) $ 74,328 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine months ended September 30, 2017 (expressed in thousands of U.S. dollars) Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income $ 233,449 $ 15,283 $ 244,207 $ (256,330 ) $ 236,609 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries (237,060 ) (19,305 ) 35 256,330 — Share compensation expense 184 — 3,830 — 4,014 Net interest expense on deposit liabilities — — 1,472 — 1,472 Net unrealized gain on investments and derivatives — — (203,299 ) — (203,299 ) Net realized gain on investments and derivatives — — (180,382 ) — (180,382 ) Net foreign exchange losses — — 10,233 — 10,233 Amortization of premium and accretion of discount, net — 133 (585 ) — (452 ) Changes in assets and liabilities: Reinsurance balances receivable — — (77,444 ) — (77,444 ) Deferred acquisition costs, net — — (1,473 ) — (1,473 ) Other assets (97 ) 5,507 288 — 5,698 Interest and dividends receivable, net — (2,031 ) 2,800 — 769 Unearned premium reserves — — 58,299 — 58,299 Loss and loss adjustment expense reserves — — 78,931 — 78,931 Accounts payable and accrued expenses (96 ) (7,960 ) 22,229 — 14,173 Reinsurance balances payable — — 11,462 — 11,462 Performance fees payable to related party — — 73,210 — 73,210 Amounts due from (to) affiliates 1,351 (4,806 ) 3,455 — — Net cash provided by (used in) operating activities (2,269 ) (13,179 ) 47,268 — 31,820 Investing activities Purchases of investments — — (2,238,167 ) — (2,238,167 ) Proceeds from sales of investments — — 2,536,688 — 2,536,688 Purchases of investments to cover short sales — — (440,242 ) — (440,242 ) Proceeds from short sales of investments — — 735,132 — 735,132 Change in due to/from brokers, net — — (400,566 ) — (400,566 ) Change in restricted cash and cash equivalents — — (178,422 ) — (178,422 ) Net cash provided by investing activities — — 14,423 — 14,423 Financing activities Proceeds from issuance of Third Point Re common shares, net of costs 1,504 — — — 1,504 Purchases of Third Point Re common shares under share repurchase program (40,864 ) — — — (40,864 ) Decrease in deposit liabilities, net — — 6,380 — 6,380 Change in total noncontrolling interests in related party, net — — (16,780 ) — (16,780 ) Dividend received by (paid to) parent 40,000 13,300 (53,300 ) — — Net cash provided by (used in) financing activities 640 13,300 (63,700 ) — (49,760 ) Net increase (decrease) in cash and cash equivalents (1,629 ) 121 (2,009 ) — (3,517 ) Cash and cash equivalents at beginning of period 1,629 79 8,243 — 9,951 Cash and cash equivalents at end of period $ — $ 200 $ 6,234 $ — $ 6,434 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS Nine months ended September 30, 2016 (expressed in thousands of U.S. dollars) Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net income $ 74,328 $ 1,982 $ 83,257 $ (83,766 ) $ 75,801 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries (77,829 ) (6,015 ) 78 83,766 — Share compensation expense 362 — 6,234 — 6,596 Net interest income on deposit liabilities — — (507 ) — (507 ) Net unrealized loss on investments and derivatives — — (90,675 ) — (90,675 ) Net realized gain on investments and derivatives — — (62,316 ) — (62,316 ) Net foreign exchange gains — — (14,359 ) — (14,359 ) Amortization of premium and accretion of discount, net — 133 4,821 — 4,954 Changes in assets and liabilities: Reinsurance balances receivable — — (145,593 ) — (145,593 ) Deferred acquisition costs, net — — (58,286 ) — (58,286 ) Other assets (187 ) (2,171 ) (2,602 ) — (4,960 ) Interest and dividends receivable, net — (2,021 ) (1,676 ) — (3,697 ) Unearned premium reserves — — 137,270 — 137,270 Loss and loss adjustment expense reserves — — 111,014 — 111,014 Accounts payable and accrued expenses (1,561 ) 20 3,059 — 1,518 Reinsurance balances payable — — 24,013 — 24,013 Performance fees payable to related party — — 24,846 — 24,846 Amounts due from (to) affiliates (345 ) 8,067 (7,722 ) — — Net cash provided by (used in) operating activities (5,232 ) (5 ) 10,856 — 5,619 Investing activities Purchases of investments — — (2,803,862 ) — (2,803,862 ) Proceeds from sales of investments — — 2,533,656 — 2,533,656 Purchases of investments to cover short sales — — (978,039 ) — (978,039 ) Proceeds from short sales of investments — — 854,689 — 854,689 Change in due to/from brokers, net — — 362,695 — 362,695 Increase in securities sold under an agreement to repurchase — — 46,936 — 46,936 Change in restricted cash and cash equivalents — — (34,536 ) — (34,536 ) Contributed capital to subsidiaries (5,000 ) 5,000 — — — Contributed capital from parent and/or subsidiaries — (5,000 ) 5,000 — — Net cash used in investing activities (5,000 ) — (13,461 ) — (18,461 ) Financing activities Proceeds from issuance of Third Point Re common shares, net of costs 3,878 — — — 3,878 Purchases of Third Point Re common shares under share repurchase program (7,389 ) — — — (7,389 ) Increase in deposit liabilities, net — — 15,928 — 15,928 Change in total noncontrolling interests in related party, net — — 1,000 — 1,000 Dividend received by (paid to) parent 15,000 — (15,000 ) — — Net cash provided by financing activities 11,489 — 1,928 — 13,417 Net decrease in cash and cash equivalents 1,257 (5 ) (677 ) — 575 Cash and cash equivalents at beginning of period 308 5 20,094 — 20,407 Cash and cash equivalents at end of period $ 1,565 $ — $ 19,417 $ — $ 20,982 |