Table of ContentsPart II – OTHER INFORMATION
Item 1 – Legal Proceedings
We received a subpoena from the SEC in February 2005, a subpoena from the Office of the Attorney General of the State of New York (the ‘‘NYAG’’) in March 2005, and a subpoena from the United States Attorney's Office for the Southern District of New York in June 2005, each of which relates to the industry-wide investigations into non-traditional, or loss mitigation, (re)insurance products. The subpoenas from the SEC and the United States Attorney's Office also relate to our business practice review and to our determination to restate our financial statements for the fiscal years ended December 31, 2003, 2002 and 2001. In addition, we understand that certain of our contractual counterparties may have been asked to provide or have provided documents and information with respect to contracts to which we are a party in the framework of the ongoing industry-wide investigations. In April 2005, we also received subpoenas from the SEC and the NYAG relating to our investment in ChannelRe.
In September 2005, we received a Wells Notice from the staff of the SEC in connection with the SEC’s investigation relating to our restatement. The Wells Notice stated that the staff intended to recommend that the SEC bring a civil enforcement action against us alleging violations of federal securities laws and that the staff may seek permanent injunctive relief, civil penalties and disgorgement.
We have cooperated with the SEC, the NYAG, and the United States Attorney's Office as to their investigations. From time to time, the SEC and the United States Attorney's Office have requested information from us in connection with their investigations. It is possible that additional investigations or proceedings may be commenced against us and/or our current or former senior executives in connection with these matters, which could be criminal or civil. We are unable to predict the ultimate outcome of these ongoing investigations or the impact these investigations may have on our business, including as to our senior management team. These investigations could result in injunctive relief or penalties, require remediation, or otherwise impact us and/or our senior management team in a manner which may be adverse to the Company, perhaps materially so.
We have submitted an offer of settlement to the SEC in connection with the SEC's investigation relating to our restatement. Pursuant to the offer of settlement, we will consent, without admitting or denying any wrongdoing, to entry of a final judgment enjoining future violations of certain provisions of the federal securities laws and ordering us to pay disgorgement of $1 and a civil penalty of $15 million. We will also retain an independent consultant to review certain of our internal controls, policies and procedures as well as the design and implementation of the review conducted by independent counsel reporting to the non-executive members of the Company's Board of Directors and procedures performed by our auditors in connection with their audit of our financial statements for the fiscal year ended December 31, 2004. The proposed settlement, which the SEC staff has recommended to the SEC Commissioners, remains subject to approval by the SEC Commissioners, and by the federal court in which the SEC's complaint against us will be filed. The amount of the monetary penalty discussed above has been provided for. We can give no assurances that the proposed settlement will receive the necessary approvals. If the proposed settlement is not approved, we could be subject to different or additional remedies, both monetary and non-monetary, which could adversely affect our business or financial statements, perhaps materially. Disposition of the SEC's investigation relating to our restatement would not dispose of other ongoing investigations, including that being conducted by the United States Attorney's Office for the Southern District of New York. We intend to continue to cooperate with the ongoing investigations.
In September 2006, the SEC filed an enforcement action in the United States District Court for the Southern District of New York against James N. Stanard, our former Chairman and Chief Executive Officer, Martin J. Merritt, our former controller, and Michael W. Cash, a former officer of the Company, in connection with the SEC's investigation relating to our restatement. The complaint charges Messrs. Stanard, Merritt and Cash with violations of federal securities laws, including securities fraud, and seeks permanent injunctive relief, disgorgement of ill-gotten gains, if any, plus
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Table of Contentsprejudgment interest, civil money penalties, and orders barring each defendant from acting as an officer or director of any public company. Mr. Merritt, without admitting or denying the allegations in the SEC’s complaint, consented to a partial final judgment that, upon entry by the court, will permanently enjoin him from violating or aiding or abetting future violations of the federal securities laws, bar him from serving as an officer or director of a public company, and defer the determination of civil penalties and disgorgement to a later date. In addition, Mr. Merritt agreed to an SEC administrative order barring him from appearing or practicing before the SEC as an accountant under Rule 102(e) of the SEC’s Rules of Practice. We have been advised by the SEC staff that the action filed against our former executives has not changed the position of the staff to support the proposed settlement with the Company.
Beginning in July 2005, several putative class actions were filed in the United States District Court for the Southern District of New York in respect of the Company. In December 2005, these actions were consolidated and in February 2006, the plaintiffs filed a Consolidated Amended Complaint, purportedly on behalf of all persons who purchased and/or acquired the publicly traded securities of the Company between April 22, 2003 and July 25, 2005. The Consolidated Amended Complaint names as defendants, in addition to the Company, current and former officers of the Company (Messrs. Stanard, Riker, Lummis, Cash and Merritt) and alleges that the Company and the other named defendants violated the U.S. federal securities laws by making material misstatements and failing to state material facts about our business and financial condition in, among other things, SEC filings and public statements. The Consolidated Amended Complaint seeks compensatory damages without specifying an amount.
In June 2006, the defendants filed motions to dismiss the Consolidated Amended Complaint. On October 24, 2006, before those motions were ruled upon, counsel for the lead plaintiffs requested permission from the Court to move for leave to file a second amended complaint. On October 30, 2006, the defendants consented to that request. Once the new complaint is filed, it is expected that the defendants will file motions to dismiss the new complaint. The proposed settlement with the SEC described above would not dispose of this private suit, which the Company intends to vigorously defend.
Our operating subsidiaries are subject to claims litigation involving disputed interpretations of policy coverages. Generally, our primary insurance operations are subject to greater frequency and diversity of claims and claims-related litigation and, in some jurisdictions, may be subject to direct actions by allegedly-injured persons or entities seeking damages from policyholders. These lawsuits, involving claims on policies issued by our subsidiaries which are typical to the insurance industry in general and in the normal course of business, are considered in our loss and loss expense reserves which are discussed in our loss reserves discussion. In addition to claims litigation, the Company and its subsidiaries are subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on insurance policies. This category of business litigation may involve allegations of underwriting or claims-handling errors or misconduct, employment claims, regulatory activity or disputes arising from our business ventures. While any such litigation or arbitration contains an element of uncertainty, we believe that any such normal course litigation or arbitration to which we are presently a party is not likely to have a material adverse effect on our business or operations.
Item 1A – Risk Factors
There are no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
Below is a summary of stock purchases for the quarter ended September 30, 2006. RenaissanceRe’s Board has authorized a share repurchase program of $150 million, which the Company publicly announced on August 7, 2003. We repurchased no shares under this program in the nine months ended September 30, 2006. The purchases reflected below exclusively represent
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Table of Contentswithholdings from employees surrendered in respect of withholding tax obligations on the vesting of restricted stock, or in lieu of cash payments for the exercise price of employee stock options.
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![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) |
| ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Shares purchased | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Average price per share | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Maximum dollar amount still available for repurchase under program |
| ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | (in millions) |
Beginning shares available to be repurchased | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | $ | 149.3 | |
July 1 – 31, 2006 | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 13,912 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | $ | 49.03 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | N/A | |
August 1 – 31, 2006 | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 62 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | $ | 46.89 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | N/A | |
September 1 – 30, 2006 | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 371 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | $ | 54.61 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | N/A | |
Total | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 14,345 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | $ | 149.3 | |
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Item 3 – Defaults Upon Senior Securities
None
Item 4 – Submission of Matters to a Vote of Security Holders
None
Item 5 – Other Information
None
Item 6 – Exhibits
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![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | a | . | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Exhibits: |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 10 | .1 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Form of Employment Agreement for executive officers. (1) |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 10 | .2 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Employment Agreement, dated as of July 19, 2006, by and between RenaissanceRe Holdings Ltd. and Fred R. Donner. (1) |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 10 | .3 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Amended and Restated Employment Agreement, dated as of July 19, 2006, by and between RenaissanceRe Holdings Ltd. and William I. Riker. (1) |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 10 | .4 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Sublease Agreement, dated as of July 19, 2006, by and between Renaissance Reinsurance Ltd. and John D. Nichols, Jr. (1) |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 10 | .5 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Amended and Restated Employment Agreement, dated as of July 19, 2006, by and between RenaissanceRe Holdings Ltd. and John D. Nichols, Jr. (1) |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 31 | .1 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Certification of Neill A. Currie, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 31 | .2 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Certification of Fred R. Donner, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended. |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 32 | .1 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Certification of Neill A. Currie, Chief Executive Officer of RenaissanceRe Holdings Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | 32 | .2 | | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | ![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | Certification of Fred R. Donner, Chief Financial Officer of RenaissanceRe Holdings Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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(1) | Incorporated by reference to RenaissanceRe Holdings Ltd.'s Current Report on Form 8-K, filed with the Commission on July 21, 2006 (the ‘‘Form 8-K’’). Other than with respect to the Percent and Lump Sum Percent (as defined and disclosed in the Form 8-K) and matters such as names and titles, the employment agreements of Messrs. O’Donnell and Ashley are identical to the form filed as Exhibit 10.1. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned thereunto duly authorized.
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | RenaissanceRe Holdings Ltd. |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | By: /s/ Fred R. Donner Fred R. Donner Executive Vice President and Chief Financial Officer |
![](https://capedge.com/proxy/10-Q/0000950136-06-009021/spacer.gif) | By: /s/ Mark A. Wilcox Mark A. Wilcox Senior Vice President, Corporate Controller and Chief Accounting Officer |
Date: October 31, 2006
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