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, 2018 and December 31, 2017 , condensed consolidating statements of income for the three and nine months ended September 30, 2018 and 2017 and condensed consolidating statements of cash flows for the nine months ended September 30, 2018 and 2017 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, 2018 Third Point Re TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ — $ — $ 1,872,996 $ — $ 1,872,996 Cash and cash equivalents — 189 49,597 — 49,786 Restricted cash and cash equivalents — — 581,134 — 581,134 Subscription receivable from related party investment fund — — 30,000 — 30,000 Investment in subsidiaries 1,503,740 268,883 165,758 (1,938,381 ) — Due from brokers — — 12,853 — 12,853 Interest and dividends receivable — — 1,975 — 1,975 Reinsurance balances receivable — — 577,382 — 577,382 Deferred acquisition costs, net — — 231,286 — 231,286 Unearned premiums ceded — — 16,772 — 16,772 Loss and loss adjustment expenses recoverable — — 1,576 — 1,576 Amounts due from (to) affiliates 3,493 (3,948 ) 455 — — Other assets 2,079 10,149 854 — 13,082 Total assets $ 1,509,312 $ 275,273 $ 3,542,638 $ (1,938,381 ) $ 3,388,842 Liabilities Accounts payable and accrued expenses $ 1,402 $ 59 $ 7,739 $ — $ 9,200 Reinsurance balances payable — — 71,070 — 71,070 Deposit liabilities — — 146,961 — 146,961 Unearned premium reserves — — 693,333 — 693,333 Loss and loss adjustment expense reserves — — 822,180 — 822,180 Due to brokers — — 16 — 16 Participation agreement with related party investment fund — — 23,149 — 23,149 Interest and dividends payable — 1,026 131 — 1,157 Senior notes payable, net of deferred costs — 113,866 — — 113,866 Total liabilities 1,402 114,951 1,764,579 — 1,880,932 Redeemable noncontrolling interests in related party — — — — — Shareholders’ equity Common shares 9,417 — 1,239 (1,239 ) 9,417 Additional paid-in capital 924,153 165,990 1,537,183 (1,703,173 ) 924,153 Retained earnings (deficit) 574,340 (5,668 ) 239,637 (233,969 ) 574,340 Shareholders’ equity attributable to Third Point Re common shareholders 1,507,910 160,322 1,778,059 (1,938,381 ) 1,507,910 Noncontrolling interests in related party — — — — — Total shareholders’ equity 1,507,910 160,322 1,778,059 (1,938,381 ) 1,507,910 Total liabilities, noncontrolling interests and shareholders’ equity $ 1,509,312 $ 275,273 $ 3,542,638 $ (1,938,381 ) $ 3,388,842 CONDENSED CONSOLIDATING BALANCE SHEET As of December 31, 2017 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Assets Total investments in securities $ — $ — $ 2,995,939 $ — $ 2,995,939 Cash and cash equivalents 9 199 7,989 — 8,197 Restricted cash and cash equivalents — — 541,136 — 541,136 Investment in subsidiaries 1,657,467 274,272 164,909 (2,096,648 ) — Due from brokers — — 305,093 — 305,093 Derivative assets, at fair value — — 73,372 — 73,372 Interest and dividends receivable — — 3,774 — 3,774 Reinsurance balances receivable — — 476,008 — 476,008 Deferred acquisition costs, net — — 258,793 — 258,793 Unearned premiums ceded — — 1,049 — 1,049 Loss and loss adjustment expenses recoverable — — 1,113 — 1,113 Amounts due from (to) affiliates (1,288 ) 412 876 — — Other assets 664 — 6,656 — 7,320 Total assets $ 1,656,852 $ 274,883 $ 4,836,707 $ (2,096,648 ) $ 4,671,794 Liabilities Accounts payable and accrued expenses (1) $ 763 $ (8,805 ) $ 42,674 $ — $ 34,632 Reinsurance balances payable — — 41,614 — 41,614 Deposit liabilities — — 129,133 — 129,133 Unearned premium reserves — — 649,518 — 649,518 Loss and loss adjustment expense reserves — — 720,570 — 720,570 Securities sold, not yet purchased, at fair value — — 394,278 — 394,278 Securities sold under an agreement to repurchase — — 29,618 — 29,618 Due to brokers — — 770,205 — 770,205 Derivative liabilities, at fair value — — 14,503 — 14,503 Interest and dividends payable — 3,055 1,220 — 4,275 Senior notes payable, net of deferred costs — 113,733 — — 113,733 Total liabilities 763 107,983 2,793,333 — 2,902,079 Redeemable noncontrolling interests in related party — — 108,219 — 108,219 Shareholders’ equity Common shares 10,723 — 1,250 (1,250 ) 10,723 Treasury shares (48,253 ) — — — (48,253 ) Additional paid-in capital 1,099,599 165,097 1,531,770 (1,696,867 ) 1,099,599 Retained earnings (deficit) 594,020 1,803 396,728 (398,531 ) 594,020 Shareholders' equity attributable to Third Point Re common shareholders 1,656,089 166,900 1,929,748 (2,096,648 ) 1,656,089 Noncontrolling interests in related party — — 5,407 — 5,407 Total shareholders' equity 1,656,089 166,900 1,935,155 (2,096,648 ) 1,661,496 Total liabilities, noncontrolling interests and shareholders’ equity $ 1,656,852 $ 274,883 $ 4,836,707 $ (2,096,648 ) $ 4,671,794 (1) Negative balance of $8.8 million represents net deferred tax assets that are offset by net deferred tax liabilities in Third Point Re USA of $9.9 million , resulting in a net liability position as of December 31, 2017. CONDENSED CONSOLIDATING STATEMENTS OF LOSS For the three months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 30,064 $ — $ 30,064 Gross premiums ceded — — — — — Net premiums written — — 30,064 — 30,064 Change in net unearned premium reserves — — 97,929 — 97,929 Net premiums earned — — 127,993 — 127,993 Net investment loss — — (3,590 ) — (3,590 ) Equity in losses of subsidiaries (11,100 ) (2,821 ) (11 ) 13,932 — Total revenues (11,100 ) (2,821 ) 124,392 13,932 124,403 Expenses Loss and loss adjustment expenses incurred, net — — 88,706 — 88,706 Acquisition costs, net — — 40,841 — 40,841 General and administrative expenses 2,181 13 7,317 — 9,511 Other expenses — — (1,362 ) — (1,362 ) Interest expense — 2,074 — — 2,074 Foreign exchange gains — — (1,979 ) — (1,979 ) Total expenses 2,181 2,087 133,523 — 137,791 Loss before income tax benefit (13,281 ) (4,908 ) (9,131 ) 13,932 (13,388 ) Income tax (expense) benefit — 438 (327 ) — 111 Net loss (13,281 ) (4,470 ) (9,458 ) 13,932 (13,277 ) Net income attributable to noncontrolling interests in related party — — (4 ) — (4 ) Net loss attributable to Third Point Re common shareholders $ (13,281 ) $ (4,470 ) $ (9,462 ) $ 13,932 $ (13,281 ) For the nine months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Revenues Gross premiums written $ — $ — $ 458,189 $ — $ 458,189 Gross premiums ceded — — (18,125 ) — (18,125 ) Net premiums written — — 440,064 — 440,064 Change in net unearned premium reserves — — (28,092 ) — (28,092 ) Net premiums earned — — 411,972 — 411,972 Net investment income — — 25,377 — 25,377 Equity in losses of subsidiaries (14,138 ) (2,582 ) (42 ) 16,762 — Total revenues (14,138 ) (2,582 ) 437,307 16,762 437,349 Expenses Loss and loss adjustment expenses incurred, net — — 265,326 — 265,326 Acquisition costs, net — — 149,830 — 149,830 General and administrative expenses 5,542 35 23,111 — 28,688 Other expenses — — 6,616 — 6,616 Interest expense — 6,154 — — 6,154 Foreign exchange gains — — (4,215 ) — (4,215 ) Total expenses 5,542 6,189 440,668 — 452,399 Loss before income tax benefit (19,680 ) (8,771 ) (3,361 ) 16,762 (15,050 ) Income tax (expense) benefit — 1,300 (5,707 ) — (4,407 ) Net loss (19,680 ) (7,471 ) (9,068 ) 16,762 (19,457 ) Net income attributable to noncontrolling interests in related party — — (223 ) — (223 ) Net loss attributable to Third Point Re common shareholders $ (19,680 ) $ (7,471 ) $ (9,291 ) $ 16,762 $ (19,680 ) CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the 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 income — — 88,968 — 88,968 Equity in earnings (losses) of subsidiaries 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 losses — — 5,437 — 5,437 Total expenses 1,162 2,091 132,571 — 135,824 Income before income tax (expense) benefit 54,685 3,382 62,342 (61,290 ) 59,119 Income tax (expense) benefit — 732 (4,207 ) — (3,475 ) Net income 54,685 4,114 58,135 (61,290 ) 55,644 Net income attributable to noncontrolling interests in related party — — (959 ) — (959 ) Net income available to Third Point Re common shareholders $ 54,685 $ 4,114 $ 57,176 $ (61,290 ) $ 54,685 For the 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 subsidiaries 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) benefit 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 STATEMENT OF CASH FLOWS For the nine months ended September 30, 2018 Third TPRUSA Non-Guarantor Subsidiaries Eliminations Consolidated Operating activities Net loss $ (19,680 ) $ (7,471 ) $ (9,068 ) $ 16,762 $ (19,457 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Equity in (earnings) losses of subsidiaries 14,138 2,582 42 (16,762 ) — Share compensation expense 444 — 4,512 — 4,956 Net interest income on deposit liabilities — — (1,609 ) — (1,609 ) Net realized and unrealized gain on investments and derivatives — — (32,373 ) — (32,373 ) Net unrealized loss on investment in related party investment fund — — 1,926 — 1,926 Net foreign exchange gains — — (4,215 ) — (4,215 ) Amortization of premium and accretion of discount, net — 133 2,541 — 2,674 Changes in assets and liabilities: Reinsurance balances receivable — — (87,911 ) — (87,911 ) Deferred acquisition costs, net — — 27,507 — 27,507 Unearned premiums ceded — — (15,723 ) — (15,723 ) Loss and loss adjustment expenses recoverable — — (463 ) — (463 ) Other assets (1,415 ) (10,149 ) 5,807 — (5,757 ) Interest and dividends receivable, net — (2,029 ) (3,244 ) — (5,273 ) Unearned premium reserves — — 43,815 — 43,815 Loss and loss adjustment expense reserves — — 107,325 — 107,325 Accounts payable and accrued expenses 639 8,864 (32,264 ) — (22,761 ) Reinsurance balances payable — — 29,624 — 29,624 Amounts due from (to) affiliates (4,781 ) 4,360 421 — — Net cash provided by (used in) operating activities (10,655 ) (3,710 ) 36,650 — 22,285 Investing activities Contributions to related party investment fund — — (88,658 ) — (88,658 ) Purchases of investments — — (3,235,659 ) — (3,235,659 ) Proceeds from sales and maturities of investments — — 3,222,239 — 3,222,239 Purchases of investments to cover short sales — — (853,798 ) — (853,798 ) Proceeds from short sales of investments — — 800,508 — 800,508 Change in due to/from brokers, net — — 471,352 — 471,352 Decrease in securities sold under an agreement to repurchase — — (29,618 ) — (29,618 ) Net cash provided by investing activities — — 286,366 — 286,366 Financing activities Taxes paid on withholding shares (74 ) — — — (74 ) Purchases of Third Point Re common shares under share repurchase program (133,380 ) — — — (133,380 ) Increase in deposit liabilities, net — — 4,340 — 4,340 Change in total noncontrolling interests in related party, net — — (97,950 ) — (97,950 ) Dividend received by (paid to) parent 144,100 3,700 (147,800 ) — — Net cash provided by (used in) financing activities 10,646 3,700 (241,410 ) — (227,064 ) Net increase (decrease) in cash, cash equivalents and restricted cash (9 ) (10 ) 81,606 — 81,587 Cash, cash equivalents and restricted cash at beginning of period 9 199 549,125 — 549,333 Cash, cash equivalents and restricted cash at end of period $ — $ 189 $ 630,731 $ — $ 630,920 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS For the nine months ended September 30, 2017 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 realized and unrealized gain on investments and derivatives — — (383,681 ) — (383,681 ) 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 ) Unearned premiums ceded — — (934 ) — (934 ) Loss and loss adjustment expenses recoverable — — (1,586 ) — (1,586 ) Other assets (97 ) 5,507 2,808 — 8,218 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 and maturities 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 ) Net cash provided by investing activities — — 192,845 — 192,845 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 ) Increase 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, cash equivalents and restricted cash (1,629 ) 121 176,413 — 174,905 Cash, cash equivalents and restricted cash at beginning of period 1,629 79 307,183 — 308,891 Cash, cash equivalents and restricted cash at end of period $ — $ 200 $ 483,596 $ — $ 483,796 |