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Exhibit 99.2
Management's Responsibility for the Financial Statements
The preparation and presentation of the accompanying consolidated financial statements, Management's Discussion and Analysis ("MD&A") and all financial information are the responsibility of management and have been approved by the Board of Directors.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Financial statements, by nature, are not precise since they include certain amounts based upon estimates and judgments. When alternative methods exist, management has chosen those it deems to be the most appropriate in the circumstances.
We, as Fairfax's Chief Executive Officer and Chief Financial Officer, have certified Fairfax's annual disclosure documents filed with the OSC and the SEC (Form 40-F) in accordance with Canadian securities legislation and the United States Sarbanes-Oxley Act of 2002 respectively.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The Board carries out this responsibility principally through its Audit Committee which is independent from management.
The Audit Committee is appointed by the Board of Directors and reviews the consolidated financial statements and MD&A; considers the report of the external auditors; assesses the adequacy of the internal controls of the company, including management's assessment described below; examines the fees and expenses for audit services; and recommends to the Board the independent auditors for appointment by the shareholders. The independent auditors have full and free access to the Audit Committee and meet with it to discuss their audit work, Fairfax's internal control over financial reporting and financial reporting matters. The Audit Committee reports its findings to the Board for consideration when approving the consolidated financial statements for issuance to the shareholders and management's assessment of the internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Management has assessed the effectiveness of the company's internal control over financial reporting as of December 31, 2013 using criteria established inInternal Control – Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, management concluded that the company's internal control over financial reporting was effective as of December 31, 2013.
The effectiveness of the company's internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent auditor, as stated in its report which appears herein.
March 7, 2014
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V. Prem Watsa Chairman and Chief Executive Officer | | David Bonham Vice President and Chief Financial Officer |
22
Independent Auditor's Report
To the Shareholders of Fairfax Financial Holdings Limited
We have completed integrated audits of Fairfax Financial Holdings Limited (the Company) and its subsidiaries' 2013 and 2012 consolidated financial statements and their internal control over financial reporting as at December 31, 2013. Our opinions, based on our audits are presented below.
Report on the consolidated financial statements
We have audited the accompanying consolidated financial statements of the Company and its subsidiaries, which comprise the consolidated balance sheets as at December 31, 2013 and December 31, 2012 and the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2013, and the related notes, which comprise a summary of significant accounting policies and other explanatory information.
Management's responsibility for the consolidated financial statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.
An audit involves performing procedures to obtain audit evidence, on a test basis, about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting principles and policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and its subsidiaries as at December 31, 2013 and 2012 and their financial performance and their cash flows for each of the two years in the period ended December 31, 2013 in accordance with IFRS as issued by the IASB.
Report on internal control over financial reporting
We have also audited the Company's internal control over financial reporting as at December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management's responsibility for internal control over financial reporting
Management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in Management's Report on Internal Control over Financial Reporting on page 22.
23
Auditor's responsibility
Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control, based on the assessed risk, and performing such other procedures as we consider necessary in the circumstances.
We believe that our audit provides a reasonable basis for our audit opinion on the company's internal control over financial reporting.
Definition of internal control over financial reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent limitations
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2013, based on criteria established in Internal Control – Integrated Framework (1992) issued by COSO.
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Chartered Professional Accountants, Licensed Public Accountants
Toronto, Ontario
March 7, 2014
24
Consolidated Financial Statements
Consolidated Balance Sheets
as at December 31, 2013 and December 31, 2012
| | Notes
| | December 31, 2013
| | December 31, 2012
|
---|
| |
| | (US$ millions)
|
---|
Assets | | | | | | |
Holding company cash and investments (including assets pledged for short sale and derivative obligations – $124.4; December 31, 2012 – $140.2) | | 5, 28 | | 1,296.7 | | 1,169.2 |
Insurance contract receivables | | 10 | | 2,017.0 | | 1,945.4 |
| | | |
| |
|
| | | | 3,313.7 | | 3,114.6 |
| | | |
| |
|
Portfolio investments | | | | | | |
Subsidiary cash and short term investments | | 5, 28 | | 7,445.7 | | 6,960.1 |
Bonds (cost $9,190.0; December 31, 2012 – $9,428.9) | | 5 | | 9,550.5 | | 10,803.6 |
Preferred stocks (cost $565.1; December 31, 2012 – $618.7) | | 5 | | 541.8 | | 605.1 |
Common stocks (cost $3,305.5; December 31, 2012 – $4,066.3) | | 5 | | 3,835.7 | | 4,399.1 |
Investments in associates (fair value $1,815.0; December 31, 2012 – $1,782.4) | | 5, 6 | | 1,432.5 | | 1,355.3 |
Derivatives and other invested assets (cost $667.8; December 31, 2012 – $524.0) | | 5, 7 | | 224.2 | | 181.0 |
Assets pledged for short sale and derivative obligations (cost $829.3; December 31, 2012 – $791.1) | | 5, 7 | | 802.9 | | 859.0 |
| | | |
| |
|
| | | | 23,833.3 | | 25,163.2 |
| | | |
| |
|
Deferred premium acquisition costs | | 11 | | 462.4 | | 463.1 |
Recoverable from reinsurers (including recoverables on paid losses – $353.3; December 31, 2012 – $311.0) | | 9 | | 4,974.7 | | 5,290.8 |
Deferred income taxes | | 18 | | 1,015.0 | | 607.6 |
Goodwill and intangible assets | | 12 | | 1,311.8 | | 1,321.2 |
Other assets | | 13 | | 1,047.9 | | 984.9 |
| | | |
| |
|
| | | | 35,958.8 | | 36,945.4 |
| | | |
| |
|
See accompanying notes.
Signed on behalf of the Board
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Director | | Director |
| | |
26
| | Notes
| | December 31, 2013
| | December 31, 2012
|
---|
| |
| | (US$ millions)
|
---|
Liabilities | | | | | | |
Subsidiary indebtedness | | 15 | | 25.8 | | 52.1 |
Accounts payable and accrued liabilities | | 14 | | 1,800.4 | | 1,877.7 |
Income taxes payable | | 18 | | 80.1 | | 70.5 |
Short sale and derivative obligations (including at the holding company – $55.1; December 31, 2012 – $41.2) | | 5, 7 | | 268.4 | | 238.2 |
Funds withheld payable to reinsurers | | | | 461.2 | | 439.7 |
| | | |
| |
|
| | | | 2,635.9 | | 2,678.2 |
| | | |
| |
|
Insurance contract liabilities | | 8 | | 21,893.7 | | 22,376.2 |
Long term debt | | 15 | | 2,968.7 | | 2,996.5 |
| | | |
| |
|
| | | | 24,862.4 | | 25,372.7 |
| | | |
| |
|
Equity | | 16 | | | | |
Common shareholders' equity | | | | 7,186.7 | | 7,654.7 |
Preferred stock | | | | 1,166.4 | | 1,166.4 |
| | | |
| |
|
Shareholders' equity attributable to shareholders of Fairfax | | | | 8,353.1 | | 8,821.1 |
Non-controlling interests | | | | 107.4 | | 73.4 |
| | | |
| |
|
Total equity | | | | 8,460.5 | | 8,894.5 |
| | | |
| |
|
| | | | 35,958.8 | | 36,945.4 |
| | | |
| |
|
See accompanying notes.
27
Consolidated Statements of Earnings
for the years ended December 31, 2013 and 2012
| | Notes
| | 2013
| | 2012
| |
---|
| |
| | (US$ millions except per share amounts)
| |
---|
Revenue | | | | | | | | | |
| Gross premiums written | | 25 | | | 7,227.1 | | | 7,398.3 | |
| | | |
| |
| |
| Net premiums written | | 25 | | | 6,036.2 | | | 6,194.1 | |
| | | |
| |
| |
| Gross premiums earned | | | | | 7,294.0 | | | 7,294.8 | |
| Premiums ceded to reinsurers | | | | | (1,216.7 | ) | | (1,209.9 | ) |
| | | |
| |
| |
| Net premiums earned | | 25 | | | 6,077.3 | | | 6,084.9 | |
| Interest and dividends | | 5 | | | 376.9 | | | 409.3 | |
| Share of profit of associates | | 6 | | | 96.7 | | | 15.0 | |
| Net gains (losses) on investments | | 5 | | | (1,564.0 | ) | | 642.6 | |
| Other revenue | | 25 | | | 958.0 | | | 871.0 | |
| | | |
| |
| |
| | | | | 5,944.9 | | | 8,022.8 | |
| | | |
| |
| |
Expenses | | | | | | | | | |
| Losses on claims, gross | | 8 | | | 4,615.6 | | | 5,265.5 | |
| Losses on claims ceded to reinsurers | | 9 | | | (945.3 | ) | | (1,022.9 | ) |
| | | |
| |
| |
| Losses on claims, net | | 26 | | | 3,670.3 | | | 4,242.6 | |
| Operating expenses | | 26 | | | 1,185.0 | | | 1,132.1 | |
| Commissions, net | | 9 | | | 969.2 | | | 920.0 | |
| Interest expense | | 15 | | | 211.2 | | | 208.2 | |
| Other expenses | | 26 | | | 910.3 | | | 870.9 | |
| | | |
| |
| |
| | | | | 6,946.0 | | | 7,373.8 | |
| | | |
| |
| |
Earnings (loss) before income taxes | | | | | (1,001.1 | ) | | 649.0 | |
Provision for (recovery of) income taxes | | 18 | | | (436.6 | ) | | 114.0 | |
| | | |
| |
| |
Net earnings (loss) | | | | | (564.5 | ) | | 535.0 | |
| | | |
| |
| |
Attributable to: | | | | | | | | | |
| Shareholders of Fairfax | | | | | (573.4 | ) | | 526.9 | |
| Non-controlling interests | | | | | 8.9 | | | 8.1 | |
| | | |
| |
| |
| | | | | (564.5 | ) | | 535.0 | |
| | | |
| |
| |
Net earnings (loss) per share | | 17 | | $ | (31.15 | ) | $ | 22.95 | |
Net earnings (loss) per diluted share | | 17 | | $ | (31.15 | ) | $ | 22.68 | |
Cash dividends paid per share | | 16 | | $ | 10.00 | | $ | 10.00 | |
Shares outstanding (000) (weighted average) | | 17 | | | 20,360 | | | 20,327 | |
See accompanying notes.
28
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2013 and 2012
| | Notes
| | 2013
| | 2012
| |
---|
| |
| | (US$ millions)
| |
---|
| | | | | | | |
Net earnings (loss) | | | | (564.5 | ) | 535.0 | |
| | | |
| |
| |
Other comprehensive income (loss), net of income taxes | | 16 | | | | | |
| Items that may be subsequently reclassified to net earnings | | | | | | | |
| | Change in unrealized foreign currency translation gains (losses) on foreign operations | | | | (164.4 | ) | 59.2 | |
| | Change in gains (losses) on hedge of net investment in Canadian subsidiaries | | 7 | | 96.9 | | (20.4 | ) |
| | Share of other comprehensive income (loss) of associates, excluding gains (losses) on defined benefit plans | | 6 | | (12.9 | ) | (10.1 | ) |
| | | |
| |
| |
| | | | (80.4 | ) | 28.7 | |
| | | |
| |
| |
| Items that will not be subsequently reclassified to net earnings | | | | | | | |
| | Share of gains (losses) on defined benefit plans of associates | | 6 | | 8.9 | | (10.9 | ) |
| | Change in gains (losses) on defined benefit plans | | 21 | | 31.3 | | (17.2 | ) |
| | | |
| |
| |
| | | | 40.2 | | (28.1 | ) |
| | | |
| |
| |
Other comprehensive income (loss), net of income taxes | | | | (40.2 | ) | 0.6 | |
| | | |
| |
| |
Comprehensive income (loss) | | | | (604.7 | ) | 535.6 | |
| | | |
| |
| |
Attributable to: | | | | | | | |
Shareholders of Fairfax | | | | (607.1 | ) | 527.6 | |
Non-controlling interests | | | | 2.4 | | 8.0 | |
| | | |
| |
| |
| | | | (604.7 | ) | 535.6 | |
| | | |
| |
| |
See accompanying notes.
29
Consolidated Statements of Changes in Equity
for the years ended December 31, 2013 and 2012
(US$ millions)
| | Subordinate voting shares
| | Multiple voting shares
| | Treasury shares (at cost)
| | Share- based payments and other reserves
| | Retained earnings
| | Accumulated other comprehensive income
| | Common shareholders' equity
| | Preferred shares
| | Equity attributable to shareholders of Fairfax
| | Non- controlling interests
| | Total equity
| |
---|
Balance as of January 1, 2013 | | 3,243.3 | | 3.8 | | (121.1 | ) | 26.8 | | 4,389.8 | | 112.1 | | 7,654.7 | | 1,166.4 | | 8,821.1 | | 73.4 | | 8,894.5 | |
Net earnings (loss) for the year | | – | | – | | – | | – | | (573.4 | ) | – | | (573.4 | ) | – | | (573.4 | ) | 8.9 | | (564.5 | ) |
Other comprehensive income (loss), net of income taxes: | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized foreign currency translation gains (losses) on foreign operations | | – | | – | | – | | – | | – | | (157.7 | ) | (157.7 | ) | – | | (157.7 | ) | (6.7 | ) | (164.4 | ) |
| Change in gains (losses) on hedge of net investment in Canadian subsidiaries | | – | | – | | – | | – | | – | | 96.9 | | 96.9 | | – | | 96.9 | | – | | 96.9 | |
| Share of other comprehensive income (loss) of associates, excluding gains (losses) on defined benefit plans | | – | | – | | – | | – | | – | | (12.9 | ) | (12.9 | ) | – | | (12.9 | ) | – | | (12.9 | ) |
| Share of gains (losses) on defined benefit plans of associates | | – | | – | | – | | – | | – | | 8.9 | | 8.9 | | – | | 8.9 | | – | | 8.9 | |
| Change in gains (losses) on defined benefit plans | | – | | – | | – | | – | | – | | 31.1 | | 31.1 | | – | | 31.1 | | 0.2 | | 31.3 | |
Issuance of shares | | 399.5 | | – | | 6.8 | | (7.1 | ) | – | | – | | 399.2 | | – | | 399.2 | | – | | 399.2 | |
Purchases and amortization | | – | | – | | (25.7 | ) | 21.9 | | – | | – | | (3.8 | ) | – | | (3.8 | ) | – | | (3.8 | ) |
Common share dividends | | – | | – | | – | | – | | (205.5 | ) | – | | (205.5 | ) | – | | (205.5 | ) | (6.4 | ) | (211.9 | ) |
Preferred share dividends | | – | | – | | – | | – | | (60.8 | ) | – | | (60.8 | ) | – | | (60.8 | ) | – | | (60.8 | ) |
Net changes in capitalization (notes 6 and 23) | | – | | – | | – | | 8.9 | | 1.1 | | – | | 10.0 | | – | | 10.0 | | 38.0 | | 48.0 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Balance as of December 31, 2013 | | 3,642.8 | | 3.8 | | (140.0 | ) | 50.5 | | 3,551.2 | | 78.4 | | 7,186.7 | | 1,166.4 | | 8,353.1 | | 107.4 | | 8,460.5 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Balance as of January 1, 2012 | | 3,243.3 | | 3.8 | | (72.7 | ) | 12.9 | | 4,138.2 | | 102.4 | | 7,427.9 | | 934.7 | | 8,362.6 | | 45.9 | | 8,408.5 | |
Net earnings for the year | | – | | – | | – | | – | | 526.9 | | – | | 526.9 | | – | | 526.9 | | 8.1 | | 535.0 | |
Other comprehensive income (loss), net of income taxes: | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized foreign currency translation gains (losses) on foreign operations | | – | | – | | – | | – | | – | | 58.5 | | 58.5 | | – | | 58.5 | | 0.7 | | 59.2 | |
| Change in gains (losses) on hedge of net investment in Canadian subsidiaries | | – | | – | | – | | – | | – | | (20.4 | ) | (20.4 | ) | – | | (20.4 | ) | – | | (20.4 | ) |
| Share of other comprehensive income (loss) of associates, excluding gains (losses) on defined benefit plans | | – | | – | | – | | – | | – | | (10.1 | ) | (10.1 | ) | – | | (10.1 | ) | – | | (10.1 | ) |
| Share of gains (losses) on defined benefit plans of associates | | – | | – | | – | | – | | – | | (10.9 | ) | (10.9 | ) | – | | (10.9 | ) | – | | (10.9 | ) |
| Change in gains (losses) on defined benefit plans | | – | | – | | – | | – | | – | | (16.4 | ) | (16.4 | ) | – | | (16.4 | ) | (0.8 | ) | (17.2 | ) |
Issuance of shares | | – | | – | | 2.2 | | (2.7 | ) | – | | – | | (0.5 | ) | 231.7 | | 231.2 | | – | | 231.2 | |
Purchases and amortization | | – | | – | | (50.6 | ) | 16.6 | | – | | – | | (34.0 | ) | – | | (34.0 | ) | – | | (34.0 | ) |
Common share dividends | | – | | – | | – | | – | | (205.8 | ) | – | | (205.8 | ) | – | | (205.8 | ) | (6.7 | ) | (212.5 | ) |
Preferred share dividends | | – | | – | | – | | – | | (60.5 | ) | – | | (60.5 | ) | – | | (60.5 | ) | – | | (60.5 | ) |
Net changes in capitalization (note 23) | | – | | – | | – | | – | | – | | – | | – | | – | | – | | 26.2 | | 26.2 | |
Other (note 6) | | – | | – | | – | | – | | (9.0 | ) | 9.0 | | – | | – | | – | | – | | – | |
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| |
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| |
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| |
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| |
| |
| |
Balance as of December 31, 2012 | | 3,243.3 | | 3.8 | | (121.1 | ) | 26.8 | | 4,389.8 | | 112.1 | | 7,654.7 | | 1,166.4 | | 8,821.1 | | 73.4 | | 8,894.5 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
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| |
| |
See accompanying notes.
30
Consolidated Statements of Cash Flows
for the years ended December 31, 2013 and 2012
| | Notes
| | 2013
| | 2012
| |
---|
| |
| | (US$ millions)
| |
---|
Operating activities | | | | | | | |
| Net earnings (loss) | | | | (564.5 | ) | 535.0 | |
| Depreciation, amortization and impairment charges | | 25 | | 104.3 | | 71.0 | |
| Net bond discount amortization | | | | (22.1 | ) | (48.9 | ) |
| Amortization of share-based payment awards | | | | 21.9 | | 16.6 | |
| Share of profit of associates | | 6 | | (96.7 | ) | (15.0 | ) |
| Deferred income taxes | | 18 | | (431.8 | ) | 15.8 | |
| Net (gains) losses on investments | | 5 | | 1,564.0 | | (642.6 | ) |
| Excess of fair value of net assets acquired over purchase price | | 23 | | – | | (6.8 | ) |
| Loss on repurchase of long term debt | | 15 | | 3.4 | | 40.6 | |
| Net sales of securities classified as at FVTPL | | 28 | | 895.7 | | 1,105.7 | |
| Changes in operating assets and liabilities | | 28 | | (766.9 | ) | 244.3 | |
| | | |
| |
| |
Cash provided by operating activities | | | | 707.3 | | 1,315.7 | |
| | | |
| |
| |
Investing activities | | | | | | | |
| Sales of investments in associates and joint ventures | | 6, 23 | | 211.9 | | 338.8 | |
| Purchases of investments in associates and joint ventures | | 6, 23 | | (86.1 | ) | (224.2 | ) |
| Net purchases of premises and equipment and intangible assets | | | | (48.1 | ) | (71.5 | ) |
| Net purchases of subsidiaries, net of cash acquired | | 23 | | 136.3 | | (334.4 | ) |
| | | |
| |
| |
Cash provided by (used in) investing activities | | | | 214.0 | | (291.3 | ) |
| | | |
| |
| |
Financing activities | | | | | | | |
| Subsidiary indebtedness: | | 15 | | | | | |
| | Issuances | | | | 51.1 | | 60.5 | |
| | Repayment | | | | (82.1 | ) | (40.4 | ) |
| Long term debt: | | 15 | | | | | |
| | Issuances | | | | 279.7 | | 204.3 | |
| | Issuance costs | | | | (1.6 | ) | (1.3 | ) |
| | Repayment | | | | (251.2 | ) | (296.5 | ) |
| Subordinate voting shares: | | 16 | | | | | |
| | Issuances | | | | 412.8 | | – | |
| | Issuance costs | | | | (13.3 | ) | – | |
| Preferred shares: | | 16 | | | | | |
| | Issuances | | | | – | | 239.1 | |
| | Issuance costs | | | | – | | (7.4 | ) |
| Purchase of subordinate voting shares for treasury | | 16 | | (25.7 | ) | (50.6 | ) |
| Subsidiary common shares: | | | | | | | |
| | Issuances to non-controlling interests | | | | 34.0 | | – | |
| | Issuance costs | | | | (1.1 | ) | – | |
| Common share dividends | | 16 | | (205.5 | ) | (205.8 | ) |
| Preferred share dividends | | 16 | | (60.8 | ) | (60.5 | ) |
| Dividends paid to non-controlling interests | | | | (6.4 | ) | (6.7 | ) |
| | | |
| |
| |
Cash provided by (used in) financing activities | | | | 129.9 | | (165.3 | ) |
| | | |
| |
| |
Increase (decrease) in cash, cash equivalents and bank overdrafts | | | | 1,051.2 | | 859.1 | |
| Cash, cash equivalents and bank overdrafts – beginning of year | | | | 2,815.3 | | 1,910.0 | |
| Foreign currency translation | | | | (108.3 | ) | 46.2 | |
| | | |
| |
| |
Cash, cash equivalents and bank overdrafts – end of year | | 28 | | 3,758.2 | | 2,815.3 | |
| | | |
| |
| |
See accompanying notes.
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Index to Notes to Consolidated Financial Statements
| | | | |
1. | | Business Operations | | 33 |
2. | | Basis of Presentation | | 33 |
3. | | Summary of Significant Accounting Policies | | 33 |
4. | | Critical Accounting Estimates and Judgments | | 50 |
5. | | Cash and Investments | | 52 |
6. | | Investments in Associates | | 57 |
7. | | Short Sales and Derivatives | | 60 |
8. | | Insurance Contract Liabilities | | 63 |
9. | | Reinsurance | | 66 |
10. | | Insurance Contract Receivables | | 68 |
11. | | Deferred Premium Acquisition Costs | | 68 |
12. | | Goodwill and Intangible Assets | | 69 |
13. | | Other Assets | | 71 |
14. | | Accounts Payable and Accrued Liabilities | | 71 |
15. | | Subsidiary Indebtedness, Long Term Debt and Credit Facilities | | 72 |
16. | | Total Equity | | 74 |
17. | | Earnings per Share | | 78 |
18. | | Income Taxes | | 79 |
19. | | Statutory Requirements | | 82 |
20. | | Contingencies and Commitments | | 82 |
21. | | Pensions and Post Retirement Benefits | | 83 |
22. | | Operating Leases | | 85 |
23. | | Acquisitions and Divestitures | | 86 |
24. | | Financial Risk Management | | 89 |
25. | | Segmented Information | | 106 |
26. | | Expenses | | 112 |
27. | | Salaries and Employee Benefits Expense | | 112 |
28. | | Supplementary Cash Flow Information | | 113 |
29. | | Related Party Transactions | | 114 |
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Notes to Consolidated Financial Statements
for the years ended December 31, 2013 and 2012
(in US$ and $ millions except per share amounts and as otherwise indicated)
1. Business Operations
Fairfax Financial Holdings Limited ("the company" or "Fairfax") is a financial services holding company which, through its subsidiaries, is principally engaged in property and casualty insurance and reinsurance and the associated investment management. The holding company is federally incorporated and domiciled in Ontario, Canada.
2. Basis of Presentation
The consolidated financial statements of the company for the year ended December 31, 2013 are prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The accounting policies used to prepare the consolidated financial statements comply with IFRS effective as at December 31, 2013 (except IFRS 9Financial Instruments which was early adopted). Where IFRS does not contain clear guidance governing the accounting treatment of certain transactions including those that are specific to insurance products, IFRS requires judgment in developing and applying an accounting policy, which may include reference to another comprehensive body of accounting principles. In these cases, the company considers the hierarchy of guidance in International Accounting Standard 8Accounting Policies, Changes in Accounting Estimates and Errors and may refer to accounting principles generally accepted in the United States ("US GAAP"). The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instruments and as at fair value through profit and loss ("FVTPL") financial assets and liabilities that have been measured at fair value.
The preparation of the company's consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements, the reported amounts of revenue and expenses during the reporting periods covered by the consolidated financial statements and the related disclosures. Critical accounting estimates and judgments are described in note 4.
As a financial services holding company, the consolidated balance sheets are presented on a non-classified basis. Assets expected to be realized and liabilities expected to be settled within the company's normal operating cycle of one year would typically be considered as current, including the following balances: cash, short term investments, insurance contract receivables, deferred premium acquisition costs, subsidiary indebtedness, income taxes payable, and short sale and derivative obligations.
The following balances are generally considered as non-current: deferred income taxes and goodwill and intangible assets.
The following balances are generally comprised of current and non-current amounts: bonds, preferred and common stocks, derivatives and other invested assets, recoverable from reinsurers, other assets, accounts payable and accrued liabilities, funds withheld payable to reinsurers, insurance contract liabilities and long term debt.
These consolidated financial statements were approved for issue by the company's Board of Directors on March 7, 2014.
3. Summary of Significant Accounting Policies
The principal accounting policies applied to the presentation of these consolidated financial statements and the methods of computation have been consistently applied to all periods presented unless otherwise stated, and are as set out below.
Principles of consolidation
Subsidiaries – The company's consolidated financial statements include the assets, liabilities, equity, revenue, expenses and cash flows of the holding company and its subsidiaries. A subsidiary is an entity over which the company has control. The company controls an entity when the company has power over the entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Assessment of control is based on the substance of the relationship between the company and the entity and includes consideration of both existing voting rights and, if applicable, potential voting
33
rights that are currently exercisable and convertible. The operating results of subsidiaries acquired are included in the consolidated financial statements from the date of acquisition. The operating results of subsidiaries that have been divested during the year are included up to the date control ceased and any difference between the fair value of the consideration received and the carrying value of the subsidiary are recognized in the consolidated statement of earnings. All intercompany balances, profits and transactions are eliminated in full.
The consolidated financial statements are prepared as of December 31, based on individual company financial statements at the same date. Accounting policies of subsidiaries have been aligned where necessary to ensure consistency with those of Fairfax. The consolidated financial statements include the accounts of the company and all of its subsidiaries at December 31, 2013. The principal subsidiaries are:
Canadian Insurance
Northbridge Financial Corporation (Northbridge)
U.S. Insurance
Crum & Forster Holdings Corp. (Crum & Forster)
Zenith National Insurance Corp. (Zenith National)
Asian Insurance
Fairfax Asia consists of:
Falcon Insurance (Hong Kong) Company Ltd. (Falcon)
First Capital Insurance Limited (First Capital)
The Pacific Insurance Berhad (Pacific Insurance)
ICICI Lombard General Insurance Company Limited (26% equity accounted interest) (ICICI Lombard)
Reinsurance and Insurance
Odyssey Re Holdings Corp. (OdysseyRe)
Advent Capital (Holdings) Ltd. (Advent)
Polskie Towarzystwo Reasekuracji Spólka Akcyjna (Polish Re)
Fairfax Brasil Seguros Corporativos S.A. (Fairfax Brasil)
Group Re,which underwrites business in:
CRC Reinsurance Limited (CRC Re)
Wentworth Insurance Company Ltd. (Wentworth)
Runoff
TIG Insurance Company (TIG Insurance)
Fairmont Specialty Group Inc. (Fairmont)
General Fidelity Insurance Company (General Fidelity)
American Safety Insurance Holdings, Ltd. (American Safety)
Clearwater Insurance Company (Clearwater)
Valiant Insurance Company (Valiant Insurance)
RiverStone Insurance (UK) Limited (RiverStone (UK))
RiverStone Insurance Limited (RiverStone Insurance)
RiverStone Managing Agency Limited
Other
Hamblin Watsa Investment Counsel Ltd. (Hamblin Watsa) (investment management)
Ridley Inc. (Ridley) (animal nutrition)
William Ashley China Corporation (William Ashley) (retailer of tableware and gifts)
Sporting Life Inc. (Sporting Life) (retailer of sporting goods and sports apparel)
Thomas Cook (India) Limited (Thomas Cook India) (provider of integrated travel and travel-related financial services)
IKYA Human Capital Solutions Private Limited (IKYA) (provider of specialized human resources services)
All subsidiaries are wholly-owned except for Ridley, First Capital, Sporting Life, Thomas Cook India and IKYA with 73.6%, 97.7%, 75.0%, 75.0% and 58.0% ownership interests respectively (December 31, 2012 – 73.6%, 97.7%, 75.0%, 87.1% and nil respectively).
Pursuant to the transactions described in note 23, during 2013 the company acquired 100.0% and 58.0% ownership interests in American Safety and IKYA respectively, and divested its 81.7% ownership interest in Prime Restaurants Inc. (owns and operates a network of casual dining restaurants and pubs) which was originally acquired in 2012. During 2012 the company acquired ownership interests of 87.1% and 100.0% in Thomas Cook India and RiverStone Insurance respectively. The company has a number of wholly-owned subsidiaries not presented in the table above, that are intermediate holding companies of investments in subsidiaries and intercompany balances, all of which are eliminated on consolidation.
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The holding company is a financial services holding company with significant liquid resources that are generally not restricted by insurance regulators. The operating subsidiaries are primarily insurers and reinsurers that are often subject to a wide variety of insurance and other laws and regulations that vary by jurisdiction and are intended to protect policyholders rather than investors. These laws and regulations may limit the ability of operating subsidiaries to pay dividends or make distributions to parent companies. The company's consolidated balance sheet and consolidated statement of cash flows therefore make a distinction in classification between the holding company and the operating subsidiaries for cash and short term investments to provide additional insight into the company's liquidity, financial leverage and capital structure.
Non-controlling interests – A non-controlling interest is initially recognized as the proportionate share of the identifiable net assets of the subsidiary on the date of its acquisition and is subsequently adjusted for the non-controlling interest's share in changes of the acquired subsidiary's earnings and capital. Effects of transactions with non-controlling interests are recorded in equity if there is no change in control.
Investments in associates – Investments in associates are accounted for using the equity method and are comprised of investments in corporations, limited partnerships and trusts where the company has the ability to exercise significant influence but not control. Significant influence is generally presumed to exist when the company owns, directly or indirectly, between 20% and 50% of the outstanding voting rights of the investee. Assessment of significant influence is based on the substance of the relationship between the company and the investee and includes consideration of existing voting rights, potential voting rights that are currently exercisable and convertible (if applicable), voting power of other shareholders, corporate governance arrangements and participation in policy-making processes. These investments are reported in investments in associates on the consolidated balance sheet, with the company's share of profit (loss) and other comprehensive income (loss) of the associate reported in the corresponding line in the consolidated statement of earnings and consolidated statement of comprehensive income, respectively. Foreign associates are translated in the same manner as foreign subsidiaries. When the company's share of losses in an associate equals or exceeds its investment in the associate, the company does not record further losses unless it has incurred obligations on behalf of the associate.
Under the equity method of accounting, an investment in associate is initially recognized at cost and adjusted thereafter for the post-acquisition change in the company's share of net assets of the associate. Any excess of the cost of acquisition over the net fair value of the company's share of the identifiable assets, liabilities and contingent liabilities at the date of acquisition is recognized as goodwill, and is included in the carrying value of the associate. To the extent that the cost of acquisition is less than the fair value of the company's share of the associate's identifiable net assets, the excess is recognized in the consolidated statement of earnings. Any pre-existing interest in an associate is re-measured to fair value at the date significant influence is obtained and any resulting gain or loss is recognized in the consolidated statement of earnings. In such instances the cost of the associate is measured as the sum of the fair value of the pre-existing interest and any additional consideration transferred at that date.
In determining the fair value of the company's share of an associate's identifiable net assets at the acquisition date, considerable judgment may be required in interpreting market data used to develop such estimates. The company makes assumptions primarily based on market conditions and applies valuation techniques such as discounted cash flow analysis, market capitalization and comparable company multiples and other methods commonly used by market participants to determine fair value. Where the company is only able to identify the principal factors resulting in divergence between the fair value and reported carrying value of an associate's net assets, the use of different assumptions and/or valuation methodologies by the company may have a significant effect on the estimated fair value. At each reporting date, the fair value of associates is estimated and disclosed using valuation techniques consistent with those applied to the company's other investments in equity instruments. See 'Determination of fair value' under the heading of 'Investments' for further details.
At each balance sheet date, and more frequently when conditions warrant, management assesses investments in associates for potential impairment. If management's assessment indicates that there is objective evidence of impairment, the associate is written down to its recoverable amount, which is determined as the higher of its fair value less costs to sell and its value in use. Previously recognized impairment losses are reversed when there is evidence that there has been a change in the estimates used to determine the associate's recoverable amount since the recognition of the last impairment loss. The reversal is recognized in the consolidated statement of earnings to the extent that the carrying value of the associate after reversal does not exceed the carrying value that would have been determined had no impairment loss been recognized in previous periods. Gains and losses realized on
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dispositions, impairment losses and reversal of impairments are recognized in net gains (losses) on investments in the consolidated statement of earnings.
The most recent available financial statements of associates are used in applying the equity method. The difference between the end of the reporting period of the associates and that of the company is no more than three months. Adjustments are made for the effects of significant transactions or events that occur between the dates of the associates' financial statements and the date of the company's financial statements.
Business combinations
Business combinations are accounted for using the acquisition method of accounting whereby the consideration transferred is measured at fair value at the date of acquisition. This consideration includes any cash paid plus the fair value at the date of exchange of assets given, liabilities incurred and equity instruments issued by the company or its subsidiaries. The consideration transferred also includes contingent consideration arrangements recorded at fair value. Directly attributable acquisition-related costs are expensed in the current period and reported within operating expenses. At the date of acquisition, the company recognizes the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired business. The identifiable assets acquired and liabilities assumed are initially recognized at fair value. To the extent that the consideration transferred is less than the fair value of identifiable net assets acquired, the excess is recognized in the consolidated statement of earnings.
Any pre-existing equity interest in an acquiree is re-measured to fair value at the date of the business combination and any resulting gain or loss is recognized in the consolidated statement of earnings.
Goodwill and intangible assets
Goodwill – Goodwill is recorded as the excess of consideration transferred over the fair value of the identifiable net assets acquired in a business combination, less accumulated impairment charges, and is allocated to the cash-generating units expected to benefit from the acquisition for the purpose of impairment testing. These cash-generating units represent the lowest level at which goodwill is monitored for internal management purposes. On an annual basis or more frequently if there are potential indicators of impairment, the carrying value of a cash-generating unit, including its allocated goodwill, is compared to its recoverable amount, which is the higher of its fair value less costs to sell and its value in use. Goodwill impairment is measured as the excess of the carrying amount over the recoverable amount of a cash-generating unit, and is charged to operating expenses in the consolidated statement of earnings. Impairment charges cannot be reversed for subsequent increases in a cash-generating unit's recoverable amount. The estimated recoverable amounts are sensitive to the assumptions used in the valuations.
Goodwill is derecognized on disposal of a cash-generating unit to which goodwill was previously allocated, with the difference between the proceeds and carrying value of the cash-generating unit (inclusive of goodwill and unrealized balances recorded in accumulated other comprehensive income) recorded in the consolidated statement of earnings.
Intangible assets – Intangible assets are comprised primarily of customer and broker relationships, brand names, computer software (including enterprise systems) and other acquired identifiable non-monetary assets without physical form.
Intangible assets are initially recognized at cost (fair value when acquired through a business combination) and are subsequently measured at cost less accumulated amortization and impairment, where amortization is calculated using the straight-line method based on the estimated useful life of those intangible assets with a finite life. The intended use, expected life and economic benefit to be derived from intangible assets with a finite life are re-evaluated by the company when there are potential indicators of impairment. Indefinite-lived intangible assets are not subject to amortization but are assessed for impairment on an annual basis or more frequently if there are potential indicators of impairment. If events or changes in circumstances indicate that a previously recognized impairment loss has decreased or no longer exists, a reversal is recognized in the consolidated statement of earnings to the extent that the carrying amount of the intangible asset after reversal does not exceed the carrying amount that would have been had no impairment taken place.
The estimated useful lives of the company's intangible assets are as follows:
Customer and broker relationships | | 8 to 20 years |
Brand names | | Indefinite |
Computer software | | 3 to 15 years |
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Brand names are considered to be indefinite-lived based on their strength, history and expected future use.
Foreign currency translation
Functional and presentation currency – The consolidated financial statements are presented in U.S. dollars which is the holding company's functional currency and the presentation currency of the consolidated group.
Transactions and items on the consolidated balance sheet in foreign currencies – Foreign currency transactions are translated into the functional currencies of the holding company and its subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of earnings. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. Non-monetary items carried at fair value are translated at the date the fair value is determined.
Translation of foreign subsidiaries – The functional currencies of some of the company's subsidiaries (principally in Canada, the United Kingdom and Asia) differ from the consolidated group U.S. dollar presentation currency. As a result, the assets and liabilities of these subsidiaries are translated on consolidation at the rates of exchange prevailing at the balance sheet date. Revenue and expenses are translated at the average rate of exchange for the period. The net unrealized gain or loss resulting from this translation is recognized in accumulated other comprehensive income.
On consolidation, translation gains and losses arising from the translation of a monetary item that forms part of the net investment in a foreign subsidiary are recognized in accumulated other comprehensive income. Upon disposal of an investment in a foreign subsidiary, the related net translation gain or loss is reclassified from accumulated other comprehensive income to the consolidated statement of earnings as a component of the net gain or loss on disposition.
Goodwill and fair value adjustments arising on the acquisition of a foreign subsidiary are treated as assets and liabilities of that foreign subsidiary and translated at the rates of exchange prevailing at the balance sheet date and translation gains and losses are recognized in accumulated other comprehensive income.
Net investment hedge – In a net investment hedging relationship, the gains and losses relating to the effective portion of the hedge are recorded in other comprehensive income. The gains and losses relating to the ineffective portion of the hedge are recorded in net gains (losses) on investments in the consolidated statement of earnings. Gains and losses in accumulated other comprehensive income are recognized in net earnings when the hedged net investment in a foreign subsidiary is reduced.
Comprehensive income (loss)
Comprehensive income (loss) consists of net earnings (loss) and other comprehensive income (loss) and includes all changes in total equity during a period, except for those resulting from investments by owners and distributions to owners. Unrealized foreign currency translation amounts arising from foreign subsidiaries and associates that do not have U.S. dollar functional currencies and changes in the fair value of the effective portion of cash flow hedging instruments on hedges of net investments in foreign subsidiaries are recognized in other comprehensive income (loss) and included in accumulated other comprehensive income (loss) until recycled to the consolidated statement of earnings in the future. Actuarial gains and losses and changes in asset limitation amounts on defined benefit pension and post retirement plans are recorded in other comprehensive income (loss) and subsequently included in accumulated other comprehensive income (loss) without recycling. Upon settlement of the defined benefit plan or disposal of the related associate or subsidiary those amounts are reclassified directly to retained earnings. Accumulated other comprehensive income (loss) (net of income taxes) is included on the consolidated balance sheet as a component of common shareholders' equity.
Consolidated statement of cash flows
The company's consolidated statements of cash flows are prepared in accordance with the indirect method, classifying cash flows as cash flows from operating, investing and financing activities.
Cash and cash equivalents – Cash and cash equivalents consist of holding company and subsidiary cash and short term highly liquid investments that are readily convertible into cash and have maturities of three months or less when purchased and exclude cash and short term highly liquid investments that are restricted. Cash and cash equivalents includes cash on hand, demand deposits with banks and other short term highly liquid investments
37
with maturities of three months or less when purchased. The carrying value of cash and cash equivalents approximates fair value.
Investments
Investments include cash and cash equivalents, short term investments, non-derivative financial assets, derivatives, real estate held for investment and investments in associates. Management determines the appropriate classifications of investments in fixed income and equity securities at their acquisition date.
Classification of non-derivative financial assets – Investments in equity instruments and those debt instruments that do not meet the criteria for amortized cost (see below) are classified as at fair value through profit or loss ("FVTPL"). Financial assets classified as at FVTPL are carried at fair value on the consolidated balance sheet with realized and unrealized gains and losses recorded in net gains (losses) on investments in the consolidated statement of earnings and as an operating activity in the consolidated statement of cash flows. Dividends and interest earned, net of interest incurred are included in the consolidated statement of earnings in interest and dividends and as an operating activity in the consolidated statement of cash flows.
A debt instrument is measured at amortized cost if (i) the objective of the company's business model is to hold the instrument in order to collect contractual cash flows and (ii) the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Alternatively, debt instruments that meet the criteria for amortized cost may be designated as at FVTPL on initial recognition if doing so eliminates or significantly reduces an accounting mismatch. The company's business model currently does not permit any of its investments in debt instruments to be measured at amortized cost.
Investments in equity instruments that are not held for trading may be irrevocably designated at fair value through other comprehensive income ("FVTOCI") on initial recognition. The company has not designated any of its equity instruments at FVTOCI.
Recognition and measurement of non-derivative financial assets – The company recognizes purchases and sales of financial assets on the trade date, which is the date on which the company commits to purchase or sell the asset. Transactions pending settlement are reflected on the consolidated balance sheet in other assets or in accounts payable and accrued liabilities.
Transaction costs related to financial assets classified or designated as at FVTPL are expensed as incurred.
A financial asset is derecognized when the rights to receive cash flows from the investment have expired or have been transferred and when the company has transferred substantially the risks and rewards of ownership of the asset.
Determination of fair value – Fair values for substantially all of the company's financial instruments are measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop estimates of fair value. Accordingly, actual values realized in future market transactions may differ from the estimates presented in these consolidated financial statements. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair values. The fair values of financial instruments are based on bid prices for financial assets and ask prices for financial liabilities. The company categorizes its fair value measurements according to a three level hierarchy described below:
Level 1 – Inputs represent unadjusted quoted prices for identical instruments exchanged in active markets. The fair values of the majority of the company's common stocks, equity call options and certain warrants are based on published quotes in active markets.
Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar financial instruments exchanged in active markets, quoted prices for identical or similar financial instruments exchanged in inactive markets and other market observable inputs. The fair value of the vast majority of the company's investments in bonds are priced by independent pricing service providers while much of the remainder, along with most derivative contracts (total return swaps and credit default swaps) and certain warrants are based primarily on non-binding third party broker-dealer quotes that are prepared using Level 2 inputs. Where third party broker-dealer quotes are used, typically one quote is obtained from a broker-dealer with particular expertise in the instrument being priced. Preferred stocks are priced using a combination of independent pricing service providers and internal valuation models that rely on directly or indirectly observable inputs.
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The fair values of investments in certain limited partnerships classified as common stocks on the consolidated balance sheet are based on the net asset values received from the general partner, adjusted for liquidity as required and are classified as Level 2 when they may be liquidated or redeemed within three months or less of providing notice to the general partner. Otherwise, such investments in limited partnerships are classified as Level 3.
Level 3 – Inputs include unobservable inputs used in the measurement of financial instruments. Management is required to use its own assumptions regarding unobservable inputs as there is little, if any, market activity in these instruments or related observable inputs that can be corroborated at the measurement date. Investments in consumer price indexes ("CPI") linked derivatives are classified as Level 3.
Transfers between fair value hierarchy categories are considered effective from the beginning of the reporting period in which the transfer is identified.
Valuation techniques used by the company's independent pricing service providers and third party broker-dealers include comparisons with similar instruments where observable market prices exist, discounted cash flow analysis, option pricing models, and other valuation techniques commonly used by market participants. The company assesses the reasonableness of pricing received from these third party sources by comparing the fair values received to recent transaction prices for similar assets where available, to industry accepted discounted cash flow models (that incorporate estimates of the amount and timing of future cash flows and market observable inputs such as credit spreads and discount rates) and to option pricing models (that incorporate market observable inputs including the quoted price, volatility and dividend yield of the underlying security and the risk free rate).
The company employs dedicated personnel responsible for the valuation of its investment portfolio. Detailed valuations are performed for those financial instruments that are priced internally, while external pricing received from independent pricing service providers and third party broker-dealers are evaluated by the company for reasonableness. The company's Chief Financial Officer oversees the valuation function and regularly reviews valuation processes and results, including at each quarterly reporting period. Significant valuation matters, particularly those requiring extensive judgment, are communicated to the company's Audit Committee.
Short term investments – Short term investments are investments with maturity dates between three months and twelve months when purchased. Short term investments are classified as at FVTPL and their carrying values approximate fair value.
Accounts receivable and accounts payable
Accounts receivable and accounts payable are recognized initially at fair value. Due to their short-term nature, carrying value is considered to approximate fair value.
Securities sold short and derivative financial instruments
Securities sold short – Securities sold short ("short sales") represent obligations to deliver securities which were not owned at the time of the sale. These obligations are carried at fair value with changes in fair value recorded in net gains (losses) on investments where fair value is determined based on Level 1 inputs (described above).
Derivative financial instruments – Derivative financial instruments may include interest rate, credit default, currency and total return swaps, CPI-linked, futures, forwards, warrants and option contracts all of which derive their value mainly from changes in underlying interest rates, foreign exchange rates, credit ratings, commodity values, inflation indexes or equity instruments. A derivative contract may be traded on an exchange or over-the-counter ("OTC"). Exchange-traded derivatives are standardized and include futures and certain warrants and option contracts. OTC derivative contracts are individually negotiated between contracting parties and may include the company's forwards, CPI-linked derivatives and swaps.
The company uses derivatives principally to mitigate financial risks arising from its investment holdings and reinsurance recoverables. Derivatives that are not specifically designated or that do not meet the requirements for hedge accounting are carried at fair value on the consolidated balance sheet with changes in fair value recorded in net gains (losses) on investments in the consolidated statement of earnings and as an operating activity in the consolidated statement of cash flows. Derivatives are monitored by the company for effectiveness in achieving their risk management objectives. The fair value of the company's derivative financial instruments where quoted market prices in active markets are unavailable is determined in the same manner as other investments described above. The
39
company has not designated any financial assets or liabilities (including derivatives) as accounting hedges except for the hedge of its net investment in Canadian subsidiaries as described in note 7.
The fair value of derivatives in a gain position is presented on the consolidated balance sheet in derivatives and other invested assets in portfolio investments and in cash and investments of the holding company. The fair value of derivatives in a loss position and obligations to purchase securities sold short, if any, are presented on the consolidated balance sheet in short sale and derivative obligations. The initial premium paid for a derivative contract, if any, would be recorded as a derivative asset and subsequently adjusted for changes in the market value of the contract at each balance sheet date. Changes in the market value of a contract are recorded as net gains (losses) on investments in the consolidated statement of earnings at each balance sheet date, with a corresponding adjustment to the carrying value of the derivative asset or liability.
The fair value of the majority of the company's equity call options and certain warrants are based on published quotes in an active market considered to be Level 1 inputs. The fair value of the majority of the company's derivative contracts and certain warrants are based on third party broker-dealer quotes considered to be Level 2 inputs. Included in Level 3 are investments in CPI-linked derivatives that are valued using broker-dealer quotes which management has determined utilize market observable inputs except for the inflation volatility input which is not market observable.
Cash collateral received from or paid to counterparties as security for derivative contract assets or liabilities respectively is included in liabilities or assets on the consolidated balance sheet. Securities received from counterparties as collateral are not recorded as assets. Securities delivered to counterparties as collateral continue to be reflected as assets on the consolidated balance sheet as assets pledged for short sale and derivative obligations.
Equity contracts – The company's long equity total return swaps allow the company to receive the total return on a notional amount of an equity index or individual equity security (including dividends and capital gains or losses) in exchange for the payment of a floating rate of interest on the notional amount. Conversely, short equity total return swaps allow the company to pay the total return on a notional amount of an equity index or individual equity security in exchange for the receipt of a floating rate of interest on the notional amount. The company classifies dividends and interest paid or received related to its long and short equity and equity index total return swaps on a net basis as derivatives and other within interest and dividends in the consolidated statement of earnings. The company's equity and equity index total return swaps contain contractual reset provisions requiring counterparties to cash-settle on a monthly or quarterly basis any market value movements arising subsequent to the prior settlement. Any cash amounts paid to settle unfavourable market value changes and, conversely, any cash amounts received in settlement of favourable market value changes, are recorded as net gains (losses) on investments in the consolidated statement of earnings. To the extent that a contractual reset date of a contract does not correspond to the balance sheet date, the company records net gains (losses) on investments in the consolidated statement of earnings to adjust the carrying value of the derivative asset or liability associated with each total return swap contract to reflect its fair value at the balance sheet date. Final cash settlements of total return swaps are recognized as net gains (losses) on investments net of any previously recorded unrealized market value changes since the last quarterly reset date. Total return swaps require no initial net investment, and at inception, their fair value is zero.
Credit contracts – The initial premium paid for a credit contract is recorded as a derivative asset. Subsequent changes in the unrealized fair value of a contract is recorded as net gains (losses) on investments in the consolidated statement of earnings at each balance sheet date, with a corresponding adjustment to the carrying value of the derivative asset. As the average remaining life of a contract declines, the fair value of the contract (excluding the impact of credit spreads) will generally decline.
CPI-linked contracts – The initial premium paid for a CPI-linked contract is recorded as a derivative asset. Subsequent changes in the unrealized fair value of a contract is recorded as net gains (losses) on investments in the consolidated statement of earnings at each balance sheet date, with a corresponding adjustment to the carrying value of the derivative asset. As the average remaining life of a contract declines, the fair value of the contract (excluding the impact of changes in the underlying CPI) will generally decline. The reasonableness of the fair values of CPI-linked derivative contracts are assessed by comparing the fair values received from third party broker-dealers to recent market transactions where available and values determined using third party pricing software based on the Black-Scholes option pricing model that incorporates market observable and unobservable inputs such as the current value of the relevant CPI underlying the derivative, the inflation swap rate, nominal swap rate and inflation volatility. The fair values of CPI-linked derivative contracts are sensitive to assumptions such as market expectations of future rates of inflation and related inflation volatilities.
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Insurance contracts
Insurance contracts are those contracts that have significant insurance risk at the inception of the contract. Insurance risk arises when the company agrees to compensate a policyholder if a specified uncertain future event adversely affects the policyholder. It is defined as the possibility of paying (including variability in timing of payments) significantly more in a scenario where the insured event occurs than when it does not occur. Scenarios considered include only those which have commercial substance. Any contracts not meeting the definition of an insurance contract under IFRS are classified as investment contracts, derivative contracts or service contracts, as appropriate.
Revenue recognition – Premiums written are deferred as unearned premiums and recognized as revenue, net of premiums ceded, on a pro rata basis over the terms of the underlying policies. Net premiums earned are reported gross of premium taxes which are included in operating expenses as the related premiums are earned. Certain reinsurance premiums are estimated at the individual contract level, based on historical patterns and experience from the ceding companies for contracts where reports from ceding companies for the period are not contractually due until after the balance sheet date. The cost of reinsurance purchased by the company (premiums ceded) is included in recoverable from reinsurers and is amortized over the contract period in proportion to the amount of insurance protection provided. Unearned premium represents the portion of the premiums written relating to periods of insurance and reinsurance coverage subsequent to the balance sheet date. Impairment losses on insurance premiums receivable are included in operating expenses in the consolidated statement of earnings.
Deferred premium acquisition costs – Certain costs of acquiring insurance contracts, consisting of brokers' commissions and premium taxes are deferred and charged to earnings as the related premiums are earned. Deferred premium acquisition costs are limited to their estimated realizable value based on the related unearned premium, which considers anticipated losses and loss adjustment expenses and estimated remaining costs of servicing the business based on historical experience. The ultimate recoverability of deferred premium acquisition costs is determined without regard to investment income. Impairment losses on deferred premium acquisition costs are included in operating expenses in the consolidated statement of earnings.
Provision for losses and loss adjustment expenses – The company is required by applicable insurance laws, regulations and Canadian accepted actuarial practice to establish reserves for payment of losses and loss adjustment expenses that arise from the company's general insurance products and the runoff of its former insurance operations. These reserves represent the expected ultimate cost to settle claims occurring prior to, but still outstanding as of, the balance sheet date. The company establishes its reserves by product line, type and extent of coverage and year of occurrence. Loss reserves fall into two categories: reserves for reported losses (case reserves) and reserves for incurred but not yet reported ("IBNR") losses. Additionally, reserves are held for loss adjustment expenses, which include the estimated legal and other expenses expected to be incurred to finalize the settlement of the losses. Losses and loss adjustment expenses are charged to earnings as incurred.
The company's reserves for reported losses and loss adjustment expenses are based on estimates of future payments to settle reported general insurance claims and claims from the run-off of its former insurance operations. The company bases case reserve estimates on the facts available at the time the reserves are established and for reinsurance, based on reports and individual case reserve estimates received from ceding companies. The company establishes these reserves on an undiscounted basis to recognize the estimated costs of bringing pending claims to final settlement, taking into account inflation, as well as other factors that can influence the amount of reserves required, some of which are subjective and some of which are dependent on future events. In determining the level of reserves, the company considers historical trends and patterns of loss payments, pending levels of unpaid claims and types of coverage. In addition, court decisions, economic conditions and public attitudes may affect the ultimate cost of settlement and, as a result, the company's estimation of reserves. Between the reporting and final settlement of a claim, circumstances may change, which would result in changes to established reserves. Items such as changes in law and interpretations of relevant case law, results of litigation, changes in medical costs, as well as costs of vehicle and building repair materials and labour rates can substantially impact ultimate settlement costs. Accordingly, the company reviews and re-evaluates case reserves on a regular basis. Any resulting adjustments are included in the consolidated statement of earnings in the period the adjustment is made. Amounts ultimately paid for losses and loss adjustment expenses can vary significantly from the level of reserves originally set or currently recorded.
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The company also establishes reserves for IBNR claims on an undiscounted basis to recognize the estimated cost to bring losses for events which have already occurred but which have not yet been reported to final settlement. As these losses have not yet been reported, the company relies upon historical information and statistical models, based on product line, type and extent of coverage, to estimate its IBNR reserves. The company also uses reported claim trends, claim severities, exposure growth, and other factors in estimating its IBNR reserves. The company revises its estimates of IBNR reserves as additional information becomes available and as claims are actually reported.
The time required to learn of and settle claims is often referred to as the "tail" and is an important consideration in establishing the company's reserves. Short-tail claims are those for which losses are normally reported soon after the incident and are generally settled within months following the reported incident. This would include, for example, most property, automobile and marine and aerospace damage. Long-tail claims are considered by the company to be those that often take three years or more to develop and settle, such as asbestos, workers' compensation and product liability. In the extreme cases of long tail claims like those involving asbestos, it may take upwards of 20 years to settle. In addition, information concerning the loss event and ultimate cost of a long-tail claim may not be readily available. Accordingly, the reserving analysis of long-tail lines of business is generally more difficult and subject to greater uncertainties than for short-tail lines of business.
Since the company does not establish reserves for catastrophes in advance of the occurrence of such events, these events may cause volatility in the levels of incurred losses and reserves, subject to the effects of reinsurance recoveries. This volatility may also be contingent upon political and legal developments after the occurrence of the event.
Estimation techniques – Provisions for losses and loss adjustment expense and provisions for unearned premiums are determined based upon previous claims experience, knowledge of events, the terms and conditions of the relevant policies and on interpretation of circumstances. Particularly relevant is experience with similar cases and historical claims payment trends. The approach also includes consideration of the development of loss payment trends, the potential longer term significance of large events, the levels of unpaid claims, legislative changes, judicial decisions and economic and political conditions.
Where possible the company applies multiple techniques in estimating required provisions. This gives greater understanding of the trends inherent in the data being projected. The company's estimates of losses and loss adjustment expenses are reached after a review of several commonly accepted actuarial projection methodologies and a number of different bases to determine these provisions. These include methods based upon the following:
- •
- the development of previously settled claims, where payments to date are extrapolated for each prior year;
- •
- estimates based upon a projection of numbers of claims and average cost;
- •
- notified claims development, where notified claims to date for each year are extrapolated based upon observed development of earlier years; and,
- •
- expected loss ratios.
In addition, the company uses other techniques such as aggregate benchmarking methods for specialist classes of business. In selecting its best estimate, the company considers the appropriateness of the methods and bases to the individual circumstances of the line of business and underwriting year. The process is designed to select the most appropriate best estimate.
Large claims impacting each relevant line of business are generally assessed separately, being measured either at the face value of the loss adjusters' estimates or projected separately in order to allow for the future development of large claims.
Provisions are calculated gross of any reinsurance recoveries. A separate estimate is made of the amounts that will be recoverable from reinsurers based upon the gross provisions and having due regard to collectability.
The provisions for losses and loss adjustment expenses are subject to review at the subsidiary level, the corporate level by the company's Chief Risk Officer and by independent third party actuaries. In addition, for major classes where the risks and uncertainties inherent in the provisions are greatest, ad hoc detailed reviews are undertaken by internal and external advisers who are able to draw upon their specialist expertise and a broader knowledge of current industry trends in claims development. The results of these reviews are considered when establishing the appropriate levels of provisions for losses and loss adjustment expenses and unexpired risks.
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Uncertainties – The uncertainty arising under insurance contracts may be characterized under a number of specific headings, such as uncertainty relating to:
- •
- whether an event has occurred which would give rise to a policyholder suffering an insured loss;
- •
- the extent of policy coverage and limits applicable;
- •
- the amount of insured loss suffered by a policyholder as a result of the event occurring; and,
- •
- the timing of a settlement to a policyholder for a loss suffered.
The degree of uncertainty will vary by line of business according to the characteristics of the insured risks and the cost of a claim will be determined by the actual loss suffered by the policyholder.
There may be significant reporting lags, particularly for long-tail lines of business, between the occurrence of an insured event and the time it is actually reported to the company. Following the identification and notification of an insured loss, there may still be uncertainty as to the magnitude and timing of the settlement of the claim. There are many factors that will determine the level of uncertainty such as inflation, inconsistent judicial interpretations and court judgments that broaden policy coverage beyond the intent of the original insurance, legislative changes and claims handling procedures.
The establishment of provisions for losses and loss adjustment expenses is an inherently uncertain process and, as a consequence of this uncertainty, the eventual cost of settlement of outstanding claims and unexpired risks can vary substantially from the initial estimates in the short term, particularly for the company's long-tail lines of business. Provisioning considerations include: uncertainty around loss trends, claims inflation and underlying economic conditions; the inherent risk in estimating loss development patterns based on historical data that may not be representative of future loss payment patterns; assumptions built on industry loss ratios or industry benchmark development patterns that may not reflect actual experience; and the intrinsic risk as to the homogeneity of the underlying data used in carrying out the reserve analyses. Long tail claims are more susceptible to these uncertainties given the length of time between the issuance of the original policy and ultimate settlement of any claims. The company seeks to provide appropriate levels of provisions for losses and loss adjustment expenses and provisions for unexpired risks taking the known facts and experience into account.
The company has exposures to risks in each line of business that may develop adversely and that could have a material impact upon the company's financial position. The insurance risk diversity within the company's portfolio of issued policies makes it impossible to predict whether material development will occur and, if it does occur, the location and the timing of such an occurrence. The estimation of insurance liabilities involves the use of judgments and assumptions that are specific to the insurance risks within each territory and the particular type of insurance risk covered. The diversity of the insurance risks results in it being difficult to identify individual judgments and assumptions that are more likely than others to have a material impact on the future development of the insurance liabilities.
Asbestos and environmental claims are examples of specific long-tail risks which may develop materially. The estimation of the provisions for the ultimate cost of claims for asbestos and environmental pollution is subject to a range of uncertainties that is generally greater than those encountered for other classes of insurance business. As a result, it is not possible to determine the future development of asbestos and environmental claims with the same degree of reliability as with other types of claims, particularly in periods when theories of law are in flux. Consequently, traditional techniques for estimating provisions for losses and loss adjustment expenses cannot be wholly relied upon and the company employs specialized techniques to determine such provisions using the extensive knowledge of both internal and external asbestos and environmental pollution experts and legal advisors.
Factors contributing to this higher degree of uncertainty include:
- •
- long delays in reporting claims from the date of exposure (for example, cases of mesothelioma can have a latent period of up to 40 years) making estimation of the ultimate number of claims expected to be received particularly difficult;
- •
- issues of allocation of responsibility among potentially responsible parties and insurers;
- •
- emerging court decisions increasing or decreasing insurer liability;
- •
- tendencies for social trends and factors to influence court awards;
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- •
- developments pertaining to the company's ability to recover reinsurance for claims of this nature; and,
- •
- developments in the tactics of plaintiff lawyers and court decisions and awards.
Reinsurance
Reinsurance does not relieve the originating insurer of its liability and is reflected on the consolidated balance sheet on a gross basis to indicate the extent of credit risk related to reinsurance and the obligations of the insurer to its policyholders. Reinsurance assets include balances due from reinsurance companies for paid and unpaid losses and loss adjustment expenses and ceded unearned premiums. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. Reinsurance is recorded gross on the consolidated balance sheet unless a legal right to offset against a liability owing to the same reinsurer exists.
Ceded premiums and losses are recorded in the consolidated statement of earnings in premiums ceded to reinsurers and losses on claims ceded to reinsurers respectively and in recoverable from reinsurers on the consolidated balance sheet. Unearned premiums are reported before reduction for premiums ceded to reinsurers and the reinsurers' portion is classified with recoverable from reinsurers on the consolidated balance sheet along with the estimates of the reinsurers' shares of provision for claims determined on a basis consistent with the related claims liabilities.
In order to protect capital and control the company's exposure to loss from adverse development of reserves or reinsurance recoverables on pre-acquisition reserves of companies acquired or from future adverse development on long-tail latent or other potentially volatile claims, the company has for certain acquisitions obtained vendor indemnities or purchased excess of loss reinsurance protection from reinsurers.
Impairment – Reinsurance assets are assessed on a regular basis for any events that may trigger impairment. Triggering events may include legal disputes with third parties, changes in capital, surplus levels and in credit ratings of a counterparty, and historic experience regarding collectability from specific reinsurers.
If there is objective evidence that a reinsurance asset is impaired, the carrying amount of the asset is reduced to its recoverable amount. Impairment is considered to have taken place if it is probable that the company will not be able to collect the amounts due from reinsurers. The carrying amount of a reinsurance asset is reduced through the use of an allowance account. Provisions for previously impaired reinsurance assets may be reversed in subsequent financial reporting periods, provided there is objective evidence that the conditions leading to the initial impairment have changed or no longer exist. On reversal of any such provisions, the carrying value of the reinsurance asset may not exceed its previously reported carrying value.
Provisions for uncollectible reinsurance are recorded in the consolidated statement of earnings in the period in which the company determines that it is unlikely that the full amount or disputed amounts due from reinsurers will be collectible. When the probability of collection is remote either through liquidation of the reinsurer or settlement of the reinsurance balance, the uncollectible balance is written off from the provision account against the reinsurance balance.
Risk transfer – Reinsurance contracts are assessed to ensure that insurance risk is transferred by the ceding or assuming company to the reinsurer. Those contracts that do not transfer insurance risk are accounted for using the deposit method whereby a deposit asset or liability is recognized based on the consideration paid or received less any explicitly identified premiums or fees to be retained by the ceding company.
Premiums – Premiums payable in respect of reinsurance ceded are recognized on the consolidated balance sheet in the period in which the reinsurance contract is entered into and include estimates for contracts in force which have not yet been finalized. Premiums ceded are recognized in the consolidated statement of earnings over the period of the reinsurance contract.
Uncertainties – The company is exposed to disputes on, and defects in, contracts with its reinsurers and the possibility of default by its reinsurers. The company is also exposed to the credit risk assumed in fronting arrangements and to potential reinsurance capacity constraints.
The company's credit risk on reinsurance recoverables is analyzed by its reinsurance security department which is responsible for setting appropriate provisions for reinsurers suffering financial difficulties. The process for determining the provision involves quantitative and qualitative assessments using current and historical credit information and current market information. The process inherently requires the use of certain assumptions and judgments including: (i) assessing the probability of impairment; (ii) estimating ultimate recovery rates of impaired reinsurers; and (iii) determining the effects from potential offsets or collateral arrangements. Changes to these
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assumptions or using other reasonable judgments can materially affect the provision level and the company's net earnings.
Income taxes
The provision for income taxes for the period comprises current and deferred income tax. Income taxes are recognized in the consolidated statement of earnings, except to the extent that they relate to items recognized in other comprehensive income or directly in equity. In those cases, the related taxes are also recognized in other comprehensive income or directly in equity, respectively.
Current income tax is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company's subsidiaries and associates operate and generate taxable income.
Deferred income tax is calculated under the liability method whereby deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective income tax bases at the current substantively enacted tax rates. With the exception of initial recognition of deferred income tax arising from business combinations, changes in deferred income tax associated with components of other comprehensive income are recognized directly in other comprehensive income while all other changes in deferred income tax are included in the provision for income taxes in the consolidated statement of earnings.
Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Carry forwards of unused losses or unused tax credits are tax effected and recognized as deferred tax assets when it is probable that future taxable profits will be available against which these losses or tax credits can be utilized.
Deferred income tax is not recognized on unremitted subsidiary earnings where the company has determined it is not probable those earnings will be repatriated in the foreseeable future.
Current and deferred income tax assets and liabilities are offset when the income taxes are levied by the same taxation authority and there is a legally enforceable right of offset.
Other assets
Other assets consist of premises and equipment, inventories and receivables of subsidiaries included in the Other reporting segment, accrued interest and dividends, income taxes refundable, receivables for securities sold, pension assets, deferred compensation assets, prepaid expenses and other miscellaneous receivables.
Premises and equipment – Premises and equipment is recorded at historical cost less accumulated amortization and any accumulated impairment losses. Historical cost includes expenditures that are directly attributable to the acquisition of the asset. The company reviews premises and equipment for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverable amount is determined as the higher of an asset's fair value less costs to sell and value in use. If an asset is impaired, the carrying amount is reduced to the asset's recoverable amount with an offsetting charge recorded in the consolidated statement of earnings. The cost of premises and equipment is depreciated on a straight-line basis over the asset's estimated useful life. If events or changes in circumstances indicate that a previously recognized impairment loss has decreased or no longer exists, the reversal is recognized in the consolidated statement of earnings to the extent that the carrying amount of the asset after reversal does not exceed the carrying amount that would have been had no impairment taken place.
Depreciation expense is recorded in operating expenses within the consolidated statement of earnings. All repairs and maintenance costs are charged to operating expenses in the period incurred. The cost of a major renovation is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the company, and is depreciated over the remaining useful life of the asset.
Other – Revenue from the sale of animal nutrition, hospitality, travel and other non-insurance products and services are recognized when the price is fixed or determinable, collection is reasonably assured and the product or service has been delivered to the customer. The revenue and related cost of inventories sold or services provided are recorded in other revenue and other expenses respectively, in the consolidated statement of earnings.
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The consolidated balance sheet includes inventories of the Other reporting segment recorded in other assets which are measured at the lower of cost or net realizable value on a first-in, first-out basis. Inventories are written down to net realizable value when its cost is estimated to be greater than its anticipated selling price less applicable selling costs.
Long term debt
Borrowings (debt issued) are recognized initially at fair value, net of transaction costs incurred, and subsequently carried at amortized cost; any difference between the initial carrying value and the redemption value is recognized in the consolidated statement of earnings over the period of the borrowings using the effective interest rate method.
Interest expense on borrowings is recognized in the consolidated statement of earnings using the effective interest rate method.
Contingencies and commitments
A provision is recognized for a contingent liability, commitment or financial guarantee when the company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are discounted when the effect of the time value of money is considered significant.
Equity
Common stock issued by the company is classified as equity when there is no contractual obligation to transfer cash or other financial assets to the holder of the shares. Incremental costs directly attributable to the issue or repurchase for cancellation of equity instruments are recognized in equity, net of tax.
Treasury shares are equity instruments reacquired by the company which have not been cancelled and are deducted from equity on the consolidated balance sheet, regardless of the objective of the transaction. The company acquires its own subordinate voting shares on the open market for its share-based payment awards. No gain or loss is recognized in the consolidated statement of earnings on the purchase, sale, issue or cancellation of treasury shares. Consideration paid or received is recognized directly in equity.
Dividends and other distributions to holders of the company's equity instruments are recognized directly in equity.
Share-based payments
The company has restricted share plans or equivalent for management of the holding company and its subsidiaries with vesting periods of up to ten years from the date of grant. The fair value of restricted share awards is estimated on the date of grant based on the market price of the company's stock and is amortized to compensation expense over the related vesting period, with a corresponding increase in the share-based payments equity reserve. When a restricted share award vests in instalments over the vesting period (graded vesting), each instalment is accounted for as a separate award and amortized to compensation expense accordingly. At each balance sheet date, the company reviews its estimates of the number of restricted share awards expected to vest.
Net earnings per share attributable to shareholders of Fairfax
Net earnings (loss) per share – Basic net earnings (loss) per share is calculated by dividing the net earnings (loss) attributable to shareholders of Fairfax, after the deduction of preferred share dividends declared and the excess over stated value of preferred shares purchased for cancellation, by the weighted average number of subordinate and multiple voting shares issued and outstanding during the period, excluding subordinate voting shares purchased by the company and held as treasury shares.
Net earnings (loss) per diluted share – Diluted earnings (loss) per share is calculated by adjusting the weighted average number of subordinate and multiple voting shares outstanding during the period for the dilutive effect of share-based payments.
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Pensions and post retirement benefits
The company's subsidiaries have a number of arrangements in Canada, the United States and the United Kingdom that provide pension and post retirement benefits to retired and current employees. The holding company has no such arrangements or plans. Pension arrangements of the subsidiaries include defined benefit statutory pension plans, as well as supplemental arrangements that provide pension benefits in excess of statutory limits. These plans are a combination of defined benefit plans and defined contribution plans. The assets of these plans are held separately from the company's general assets in separate pension funds.
Defined contribution plan – A defined contribution plan is a pension plan under which the company pays fixed contributions. Contributions to defined contribution pension plans are charged to operating expenses in the period in which the employment services qualifying for the benefit are provided. The company has no further payment obligations once the contributions have been paid.
Defined benefit plan – A defined benefit plan is a plan that defines an amount of pension or other post retirement benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and salary. The company's policies for its defined benefit plans are described below:
- (i)
- Defined benefit obligations, net of the fair value of plan assets, and adjusted for pension asset limitations, if any, are accrued on the consolidated balance sheet in accounts payable and accrued liabilities (note 14). Plans in a net asset position are recognized in other assets (note 13).
- (ii)
- Actuarial valuations of benefit liabilities for the majority of pension and post retirement benefit plans are performed each year using the projected benefit method prorated on service, based on management's assumptions of the discount rate, rate of compensation increase, retirement age, mortality and the trend in the health care cost rate. The discount rate is determined by management with reference to market conditions at year end. Other assumptions are determined with reference to long-term expectations.
- (iii)
- Defined benefit expense includes the net interest on the net defined benefit liability (asset) calculated using a discount rate based on market yields on high quality bonds, and is recognized in the consolidated statement of earnings.
- (iv)
- Defined benefit plans in a surplus position recognize an asset, subject to meeting any minimum funding requirements. Asset limitations due to minimum funding requirements are recorded in other comprehensive income.
- (v)
- Remeasurements, consisting of actuarial gains and losses, the actual return on plan assets (excluding the net interest component) and any change in asset limitation amounts, are recognized in other comprehensive income. All remeasurements recognized in other comprehensive income are subsequently included in accumulated other comprehensive income and cannot be recycled to the consolidated statement of earnings in the future, but are reclassified to retained earnings upon settlement of the plan or disposal of the related subsidiary.
- (vi)
- Past service costs arising from plan amendments or curtailments are recognized in the consolidated statement of earnings when incurred.
- (vii)
- Gains or losses on the settlement of a defined benefit plan are recognized in the consolidated statement of earnings when the settlement occurs.
Certain of the company's post retirement benefit plans covering medical care and life insurance are funded internally.
Operating leases
The company and its subsidiaries are lessees under various operating leases relating to premises, automobiles and equipment. The leased assets are not recognized on the consolidated balance sheet. Payments made under operating leases (net of any incentives received from the lessor) are recorded in operating expenses on a straight-line basis over the period of the lease, unless another systematic basis is representative of the time pattern of the leased item's benefit even if the payments are not on that basis.
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New accounting pronouncements adopted in 2013
The company adopted the following new and revised standards, along with any consequential amendments, effective January 1, 2013. These changes were adopted in accordance with the applicable transitional provisions of each new or revised standard.
Amendments to IAS 1 Presentation of Financial Statements ("IAS 1")
The amendments to IAS 1 change the presentation of items in the consolidated statement of comprehensive income. The amendments require the components of other comprehensive income to be presented in two separate groups, based on whether or not the components may be recycled to the consolidated statement of earnings in the future. The company retrospectively adopted these presentation changes on January 1, 2013, which did not result in any measurement adjustments to other comprehensive income or comprehensive income.
Amendments to IAS 19 Employee Benefits ("IAS 19")
The amendments to IAS 19 require changes to the recognition and measurement of defined benefit pension and post retirement benefit expense and to the disclosures for all employee benefits. The net defined benefit liability (asset) is required to be recognized on the consolidated balance sheet without any deferral of actuarial gains and losses and past service costs as previously permitted. Expected returns on plan assets are no longer included in the determination of defined benefit expense. Instead, defined benefit expense includes the net interest on the net defined benefit liability (asset) calculated using a discount rate based on market yields on high quality bonds. Remeasurements consisting of actuarial gains and losses, the actual return on plan assets (excluding the net interest component) and any change in asset limitation amounts are recognized in other comprehensive income.
The company adopted the amendments to IAS 19 retrospectively which had no impact on total equity as at January 1, 2012 and December 31, 2012, nor was there any impact on net cash flows for the year ended December 31, 2012. The adjustments for each financial statement line item affected are presented below.
Adjustments within common shareholders' equity on the consolidated balance sheets
| | Increase (decrease)
| |
---|
| | December 31, 2012
| | January 1, 2012
| |
---|
Retained earnings | | 2.7 | | (15.6 | ) |
Accumulated other comprehensive income | | (2.7 | ) | 15.6 | |
Adjustments to consolidated statement of earnings
| | Year ended December 31, 2012
| |
---|
Net earnings before adoption of accounting change | | 540.7 | |
Impact on net earnings of adoption of accounting change: | | | |
| Operating expenses – increase | | (6.4 | ) |
| Other expenses – increase | | (1.4 | ) |
| Provision for income taxes – decrease | | 2.1 | |
| |
| |
| | (5.7 | ) |
| |
| |
Net earnings after adoption of accounting change | | 535.0 | |
| |
| |
Attributable to: | | | |
| Shareholders of Fairfax | | 526.9 | |
| Non-controlling interests | | 8.1 | |
| |
| |
| | 535.0 | |
| |
| |
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Adjustments to consolidated statement of comprehensive income
| | Year ended December 31, 2012
| |
---|
Comprehensive income before adoption of accounting change | | 535.6 | |
Impact on net earnings of adoption of accounting change | | (5.7 | ) |
Impact on other comprehensive income of adoption of accounting change: | | | |
| Change in gains (losses) on defined benefit plans, net of income taxes | | 5.7 | |
| |
| |
Comprehensive income after adoption of accounting change | | 535.6 | |
| |
| |
Attributable to: | | | |
| Shareholders of Fairfax | | 527.6 | |
| Non-controlling interests | | 8.0 | |
| |
| |
| | 535.6 | |
| |
| |
IFRS 13 Fair Value Measurement ("IFRS 13")
IFRS 13 provides a single comprehensive framework for measuring fair value. IFRS 13 applies to IFRS that require or permit fair value measurement, but does not address when to measure fair value or require additional use of fair value. The measurement of the fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk. The new standard requires disclosures similar to those in IFRS 7Financial Instruments: Disclosures ("IFRS 7"), but applies to substantially all assets and liabilities measured at fair value, whereas IFRS 7 applies only to financial assets and liabilities measured at fair value. The company adopted IFRS 13 prospectively on January 1, 2013. The adoption of IFRS 13 did not require any adjustments to the valuation techniques used by the company to measure fair value and did not result in any measurement adjustments as at January 1, 2013. However, certain disclosures related to the fair value of assets and liabilities not measured at fair value on the consolidated balance sheet were expanded.
IFRS 10 Consolidated Financial Statements ("IFRS 10")
IFRS 10 introduces a single consolidation model that uses the same criteria to determine control for entities of all types, irrespective of whether the investee is controlled by voting rights or other contractual arrangements. Under IFRS 10, an investee is consolidated only if the investor possesses power over the investee, has exposure to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect its returns. The principle that a consolidated entity presents a parent and its subsidiaries as a single entity remains unchanged, as do the mechanics of consolidation. IFRS 10 supersedes the guidance in IAS 27Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special Purpose Entities. The company assessed its subsidiaries and investees on January 1, 2013 and determined that the adoption of IFRS 10 did not result in any changes within its consolidated financial reporting.
IFRS 11 Joint Arrangements ("IFRS 11")
IFRS 11 establishes principles for financial reporting by parties to a joint arrangement, and only differentiates between joint operations and joint ventures. The option to apply proportionate consolidation when accounting for joint ventures has been removed and equity accounting is now applied in accordance with IAS 28Investments in Associates and Joint Ventures. IFRS 11 supersedes existing guidance under IAS 31Interests in Joint Ventures and SIC-13 Jointly Controlled Entities – Non Monetary Contributions by Venturers. The company assessed its investments in associates and joint arrangements on January 1, 2013 and determined that the adoption of IFRS 11 did not result in any measurement changes within its consolidated financial reporting.
IAS 28 Investments in Associates and Joint Ventures ("IAS 28")
IAS 28 has been amended to be consistent with the changes to accounting for joint arrangements in IFRS 11. The amended standard prescribes the accounting for investments in associates and provides guidance on the application of the equity method when accounting for investments in associates and joint ventures. Retrospective adoption of the amended standard on January 1, 2013 did not result in any measurement changes within the company's consolidated financial reporting.
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IFRS 12 Disclosure of Interests in Other Entities ("IFRS 12")
IFRS 12 sets out the disclosure requirements under IFRS 10, IFRS 11 and IAS 28. The enhanced disclosures in IFRS 12 are intended to help financial statement readers evaluate the nature, risks and financial effects of an entity's interests in subsidiaries, associates, joint arrangements and unconsolidated structured entities. Adoption of IFRS 12 resulted in more extensive disclosures within the consolidated financial statements.
New accounting pronouncements issued but not yet effective
The following new standards and amendments have been issued by the IASB and were not yet effective for the fiscal year beginning January 1, 2013.
IFRS 9 Financial Instruments ("IFRS 9") – Hedge accounting
In November 2013 the IASB published the third phase of IFRS 9 which included a new general hedge accounting standard that will more closely align hedge accounting with risk management activities undertaken to hedge financial and non-financial risks. The new standard does not fundamentally change the types of hedging relationships or the requirement to measure and recognize hedge ineffectiveness, but does permit more hedging strategies to qualify for hedge accounting and incorporates more judgment in assessing the effectiveness of a hedging relationship. The effective date for IFRS 9 is January 1, 2018 although early adopters of the previous two phases of IFRS 9 may also elect to early adopt the new general hedge accounting standard. The company is currently evaluating this new phase of IFRS 9 and its impact on the consolidated financial statements.
IAS 32 Financial Instruments: Presentation ("IAS 32")
In December 2011 the IASB amended IAS 32 to clarify the meaning of when an entity has a current legally enforceable right to offset a financial asset and a financial liability in its statement of financial position. The amendment is effective for annual periods beginning on or after January 1, 2014 and is to be applied retrospectively. Adoption of the amendment is not expected to have a significant impact on the consolidated financial statements.
4. Critical Accounting Estimates and Judgments
In the preparation of the company's consolidated financial statements, management has made a number of estimates and judgments, the more critical of which are discussed below, with the exception of the determination of fair value for financial instruments and associates, fair value disclosures, and contingencies, which are discussed in notes 3, 5 and 20 respectively. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Provision for losses and loss adjustment expenses
Provisions for losses and loss adjustment expenses are valued based on Canadian accepted actuarial practices, which are designed to ensure the company establishes an appropriate reserve on the consolidated balance sheet to cover insured losses with respect to reported and unreported claims incurred as of the end of each accounting period and related claims expenses. The assumptions underlying the valuation of provisions for losses and loss adjustment expenses are reviewed and updated by the company on an ongoing basis to reflect recent and emerging trends in experience and changes in risk profile of the business. The estimation techniques employed by the company in determining provisions for losses and loss adjustment expenses and the inherent uncertainties associated with insurance contracts are described in the "Insurance Contracts" section of note 3 and the "Underwriting Risk" section of note 24.
Provision for uncollectible reinsurance recoverables
The company establishes provisions for uncollectible reinsurance recoverables centrally based on a detailed review of the credit risk of each underlying reinsurer. Considerations involved in establishing these provisions include the balance sheet strength of the reinsurer, its liquidity (or ability to pay), its desire to pay (based on prior history), financial strength ratings as determined by external rating agencies and specific disputed amounts based on contract interpretations which occur from time to time. The company monitors these provisions and reassesses them on a quarterly basis, or more frequently if necessary, updating them as new information becomes available. Uncertainties associated with the company's reinsurance recoverables are discussed further in the "Reinsurance" section of note 3.
50
Recoverability of deferred income tax assets
In determining the recoverability of deferred income tax assets, the company primarily considers current and expected profitability of applicable operating companies and their ability to utilize any recorded tax assets. The company reviews its deferred income tax assets on a quarterly basis, taking into consideration the availability of sufficient current and projected taxable profits, reversals of taxable temporary differences and tax planning strategies.
Assessment of goodwill for potential impairment
Goodwill is assessed annually for impairment or more frequently if there are potential indicators of impairment. Management estimates the recoverable amount of each of the company's cash-generating units using one or more generally accepted valuation techniques, which requires the making of a number of assumptions, including assumptions about future revenue, net earnings, corporate overhead costs, capital expenditures, cost of capital, and the growth rate of the various operations. The recoverable amount of each cash-generating unit to which goodwill has been assigned is compared to its carrying value (inclusive of assigned goodwill). If the recoverable amount of a cash-generating unit is determined to be less than its carrying value, the excess is recognized as a goodwill impairment loss. Given the variability of future-oriented financial information, goodwill impairment tests are subjected to sensitivity analysis.
Determination of subsidiaries, associates and joint ventures
There could be significant judgment involved in assessing whether control, significant influence, or joint control exists in accordance with the requirements of IFRS 10, IAS 28 and IFRS 11 respectively, particularly where the facts and circumstances include indicators that could reasonably point to more than one potential outcome. In situations where voting rights alone are not sufficient to clearly assess control, significant influence or joint control, additional factors that may be considered include potential voting rights that are currently exercisable or convertible, contractual arrangements, relative shareholdings and the allocation of decision-making rights. An initial assessment of control, significant influence or joint control is reconsidered at a later date if warranted by changes in facts and circumstances, particularly in situations where the company acquires additional interests or reduces its existing interest.
51
5. Cash and Investments
Holding company cash and investments, portfolio investments and short sale and derivative obligations are classified as at FVTPL, except for investments in associates and other invested assets which are classified as other, and are shown in the table below:
| | December 31, 2013
| | December 31, 2012
| |
---|
Holding company: | | | | | |
Cash and cash equivalents (note 28) | | 214.4 | | 212.9 | |
Short term investments | | 185.9 | | 426.5 | |
Short term investments pledged for short sale and derivative obligations | | 107.8 | | 140.2 | |
Bonds | | 240.4 | | 115.9 | |
Bonds pledged for short sale and derivative obligations | | 16.6 | | – | |
Preferred stocks | | 223.0 | | 46.3 | |
Common stocks | | 264.9 | | 170.1 | |
Derivatives (note 7) | | 43.7 | | 57.3 | |
| |
| |
| |
| | 1,296.7 | | 1,169.2 | |
Short sale and derivative obligations (note 7) | | (55.1 | ) | (41.2 | ) |
| |
| |
| |
| | 1,241.6 | | 1,128.0 | |
| |
| |
| |
Portfolio investments: | | | | | |
Cash and cash equivalents (note 28) | | 3,878.4 | | 2,728.6 | |
Short term investments | | 3,567.3 | | 4,231.5 | |
Bonds | | 9,550.5 | | 10,803.6 | |
Preferred stocks | | 541.8 | | 605.1 | |
Common stocks | | 3,835.7 | | 4,399.1 | |
Investments in associates (note 6) | | 1,432.5 | | 1,355.3 | |
Derivatives (note 7) | | 193.1 | | 149.7 | |
Other invested assets | | 31.1 | | 31.3 | |
| |
| |
| |
| | 23,030.4 | | 24,304.2 | |
| |
| |
| |
Assets pledged for short sale and derivative obligations: | | | | | |
Cash and cash equivalents (note 28) | | 11.8 | | 51.1 | |
Short term investments | | 45.8 | | 307.1 | |
Bonds | | 745.3 | | 500.8 | |
| |
| |
| |
| | 802.9 | | 859.0 | |
| |
| |
| |
| | 23,833.3 | | 25,163.2 | |
Short sale and derivative obligations (note 7) | | (213.3 | ) | (197.0 | ) |
| |
| |
| |
| | 23,620.0 | | 24,966.2 | |
| |
| |
| |
Common stocks included investments in limited partnerships with a carrying value of $816.4 at December 31, 2013 (December 31, 2012 – $468.6).
Restricted cash and cash equivalents at December 31, 2013 of $340.4 (December 31, 2012 – $172.1) were comprised primarily of amounts required to be maintained on deposit with various regulatory authorities to support the subsidiaries' insurance and reinsurance operations. Restricted cash and cash equivalents are included on the consolidated balance sheet in holding company cash and investments, or in subsidiary cash and short term investments and assets pledged for short sale and derivative obligations in portfolio investments.
52
The company's subsidiaries have pledged cash and investments, inclusive of trust funds and regulatory deposits, as security for their own obligations to pay claims or make premium payments (these pledges are either direct or to support letters of credit). In order to write insurance business in certain jurisdictions (primarily U.S. states) the company's subsidiaries must deposit funds with local insurance regulatory authorities to provide security for future claims payments as ultimate protection for the policyholder. Additionally, some of the company's subsidiaries provide reinsurance to primary insurers, for which funds must be posted as security for losses that have been incurred but not yet paid. These pledges are in the normal course of business and are generally released when the payment obligation is fulfilled.
The table that follows summarizes pledged assets (excluding assets pledged in favour of Lloyd's (note 20) and assets pledged for short sale and derivative obligations) by the nature of the pledge requirement. Pledged assets primarily consist of bonds within portfolio investments on the consolidated balance sheet.
| | December 31, 2013
| | December 31, 2012
|
---|
Regulatory deposits | | 2,182.1 | | 2,695.4 |
Security for reinsurance and other | | 543.8 | | 741.0 |
| |
| |
|
| | 2,725.9 | | 3,436.4 |
| |
| |
|
Fixed Income Maturity Profile
Bonds are summarized by the earliest contractual maturity date in the table below. Actual maturities may differ from maturities shown below due to the existence of call and put features. At December 31, 2013 bonds containing call and put features represented approximately $5,990.1 and $60.3 respectively (December 31, 2012 – $6,332.7 and $77.5 respectively) of the total fair value of bonds in the table below.
| | December 31, 2013
| | December 31, 2012
| |
---|
| | Amortized cost
| | Fair value
| | Amortized cost
| | Fair value
| |
---|
Due in 1 year or less | | 962.7 | | 998.2 | | 849.5 | | 1,008.2 | |
Due after 1 year through 5 years | | 4,565.7 | | 5,081.4 | | 2,625.8 | | 2,984.3 | |
Due after 5 years through 10 years | | 518.2 | | 527.3 | | 2,828.3 | | 3,409.4 | |
Due after 10 years | | 4,203.1 | | 3,945.9 | | 3,685.8 | | 4,018.4 | |
| |
| |
| |
| |
| |
| | 10,249.7 | | 10,552.8 | | 9,989.4 | | 11,420.3 | |
| |
| |
| |
| |
| |
Effective interest rate | | | | 4.6 | % | | | 4.7 | % |
| | | |
| | | |
| |
The calculation of the effective interest rate of 4.6% (December 31, 2012 – 4.7%) is on a pre-tax basis and does not give effect to the favourable tax treatment which the company expects to receive with respect to its tax advantaged bond investments of approximately $4.8 billion (December 31, 2012 – $5.3 billion) included in U.S. states and municipalities.
53
Fair Value Disclosures
The company's use of quoted market prices (Level 1), valuation models using observable market information as inputs (Level 2) and valuation models without observable market information as inputs (Level 3) in the valuation of securities and derivative contracts by type of issuer was as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Total fair value asset (liability)
| | Quoted prices (Level 1)
| | Significant other observable inputs (Level 2)
| | Significant unobservable inputs (Level 3)
| | Total fair value asset (liability)
| | Quoted prices (Level 1)
| | Significant other observable inputs (Level 2)
| | Significant unobservable inputs (Level 3)
|
---|
Cash and cash equivalents | | 4,104.6 | | 4,104.6 | | – | | – | | 2,992.6 | | 2,992.6 | | – | | – |
| |
| |
| |
| |
| |
| |
| |
| |
|
Short term investments: | | | | | | | | | | | | | | | | |
| Canadian provincials | | 405.0 | | 405.0 | | – | | – | | 1,375.1 | | 1,375.1 | | – | | – |
| U.S. treasury | | 3,147.6 | | 3,147.6 | | – | | – | | 3,137.6 | | 3,137.6 | | – | | – |
| Other government | | 281.6 | | 281.6 | | – | | – | | 508.3 | | 468.3 | | 40.0 | | – |
| Corporate and other | | 72.6 | | – | | 72.6 | | – | | 84.3 | | – | | 84.3 | | – |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 3,906.8 | | 3,834.2 | | 72.6 | | – | | 5,105.3 | | 4,981.0 | | 124.3 | | – |
| |
| |
| |
| |
| |
| |
| |
| |
|
Bonds: | | | | | | | | | | | | | | | | |
| Canadian government | | 18.3 | | – | | 18.3 | | – | | 21.1 | | – | | 21.1 | | – |
| Canadian provincials | | 164.7 | | – | | 164.7 | | – | | 133.4 | | – | | 133.4 | | – |
| U.S. treasury | | 1,669.6 | | – | | 1,669.6 | | – | | 1,520.8 | | – | | 1,520.8 | | – |
| U.S. states and municipalities | | 6,227.7 | | – | | 6,227.7 | | – | | 6,867.8 | | – | | 6,867.8 | | – |
| Other government | | 1,067.3 | | – | | 1,067.3 | | – | | 1,204.1 | | – | | 1,204.1 | | – |
| Corporate and other | | 1,405.2 | | – | | 967.6 | | 437.6 | | 1,673.1 | | – | | 1,554.0 | | 119.1 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 10,552.8 | | – | | 10,115.2 | | 437.6 | | 11,420.3 | | – | | 11,301.2 | | 119.1 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Preferred stocks: | | | | | | | | | | | | | | | | |
| Canadian | | 242.3 | | – | | 78.9 | | 163.4 | | 142.1 | | – | | 87.5 | | 54.6 |
| U.S. | | 490.7 | | – | | 471.1 | | 19.6 | | 461.6 | | – | | 426.2 | | 35.4 |
| Other | | 31.8 | | – | | 31.8 | | – | | 47.7 | | – | | 47.7 | | – |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 764.8 | | – | | 581.8 | | 183.0 | | 651.4 | | – | | 561.4 | | 90.0 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Common stocks: | | | | | | | | | | | | | | | | |
| Canadian | | 678.1 | | 643.7 | | 7.2 | | 27.2 | | 1,064.1 | | 1,022.5 | | 16.5 | | 25.1 |
| U.S. | | 814.6 | | 402.1 | | 28.2 | | 384.3 | | 1,748.8 | | 1,395.4 | | 35.3 | | 318.1 |
| Other | | 2,607.9 | | 1,672.2 | | 370.6 | | 565.1 | | 1,756.3 | | 1,121.7 | | 365.7 | | 268.9 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 4,100.6 | | 2,718.0 | | 406.0 | | 976.6 | | 4,569.2 | | 3,539.6 | | 417.5 | | 612.1 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Derivatives and other invested assets(1) | | 244.8 | | 1.7 | | 96.6 | | 146.5 | | 215.0 | | – | | 99.2 | | 115.8 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Short sale and derivative obligations | | (268.4 | ) | – | | (268.4 | ) | – | | (238.2 | ) | – | | (238.2 | ) | – |
| |
| |
| |
| |
| |
| |
| |
| |
|
Holding company cash and investments and portfolio investments measured at fair value | | 23,406.0 | | 10,658.5 | | 11,003.8 | | 1,743.7 | | 24,715.6 | | 11,513.2 | | 12,265.4 | | 937.0 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 100.0% | | 45.5% | | 47.0% | | 7.5% | | 100.0% | | 46.6% | | 49.6% | | 3.8% |
| |
| |
| |
| |
| |
| |
| |
| |
|
Investments in associates (note 6) | | 1,815.0 | | 806.5 | | 35.2 | | 973.3 | | 1,782.4 | | 831.0 | | 30.2 | | 921.2 |
| |
| |
| |
| |
| |
| |
| |
| |
|
- (1)
- Excluded from these totals are certain real estate investments of $23.1 (December 31, 2012 – $23.3) which are carried at cost less any accumulated amortization and impairment.
- (2)
- The carrying value of investments in associates is determined under the equity method of accounting and the related fair value is presented separately in the table above.
54
Transfers between fair value hierarchy levels are considered effective from the beginning of the reporting period in which the transfer is identified. During 2013 and 2012 there were no significant transfers of financial instruments between Level 1 and Level 2 and there were no transfers of financial instruments in or out of Level 3 as a result of changes in the observability of valuation inputs.
Included in Level 3 are investments in CPI-linked derivatives, certain private placement debt securities and equity warrants, and common and preferred shares of private companies. CPI-linked derivatives are classified within holding company cash and investments, or in derivatives and other invested assets in portfolio investments on the consolidated balance sheet and are valued using broker-dealer quotes which management has determined utilize market observable inputs except for the inflation volatility input which is not market observable. Private placement debt securities are classified within holding company cash and investments and bonds on the consolidated balance sheet and are valued using industry accepted discounted cash flow models that incorporate the credit spreads of the issuers, an input which is not market observable. Limited partnerships, private equity funds and private company common shares are classified within holding company cash and investments and common stocks on the consolidated balance sheet. These investments are primarily valued using net asset value statements provided by the respective third party fund managers and general partners. The fair values in those statements are determined using quoted prices of the underlying assets, and to a lesser extent, observable inputs where available and unobservable inputs, in conjunction with industry accepted valuation models, where required. In some instances, private equity funds and limited partnerships are classified as Level 3 because they may require at least three months of notice to liquidate. Reasonably possible changes in the value of unobservable inputs for any of these individual investments would not significantly change the fair value of investments classified as Level 3 in the fair value hierarchy.
A summary of changes in the fair values of Level 3 financial assets measured at fair value on a recurring basis for the years ended December 31 follows:
| | 2013
| |
---|
| | Private placement debt securities
| | Private company preferred shares
| | Limited partnerships
| | Private equity funds
| | Private company common shares
| | CPI-linked derivatives and Warrants
| | Total
| |
---|
Balance – January 1 | | 119.1 | | 90.0 | | 314.7 | | 122.1 | | 175.3 | | 115.8 | | 937.0 | |
Total net realized and unrealized gains (losses) included in net gains (losses) on investments | | 4.0 | | (23.2 | ) | 37.1 | | 25.2 | | (5.3 | ) | (108.3 | ) | (70.5 | ) |
Purchases | | 356.2 | | 116.2 | | 358.9 | | 22.7 | | 8.9 | | 139.0 | | 1,001.9 | |
Sales | | (41.7 | ) | – | | (18.0 | ) | (57.8 | ) | (7.2 | ) | – | | (124.7 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31 | | 437.6 | | 183.0 | | 692.7 | | 112.2 | | 171.7 | | 146.5 | | 1,743.7 | |
| |
| |
| |
| |
| |
| |
| |
| |
| | 2012
| |
---|
| | Private placement debt securities
| | Private company preferred shares
| | Limited partnerships
| | Private equity funds
| | Private company common shares
| | CPI-linked derivatives
| | Total
| |
---|
Balance – January 1 | | 60.0 | | 8.3 | | 193.3 | | 106.1 | | 125.0 | | 208.2 | | 700.9 | |
Total net realized and unrealized gains (losses) included in net gains (losses) on investments | | (2.6 | ) | (5.1 | ) | 62.5 | | 6.8 | | (0.7 | ) | (126.8 | ) | (65.9 | ) |
Purchases | | 90.0 | | 86.8 | | 102.0 | | 41.8 | | 51.0 | | 34.4 | | 406.0 | |
Sales | | (28.3 | ) | – | | (43.1 | ) | (32.6 | ) | – | | – | | (104.0 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31 | | 119.1 | | 90.0 | | 314.7 | | 122.1 | | 175.3 | | 115.8 | | 937.0 | |
| |
| |
| |
| |
| |
| |
| |
| |
55
Investment Income
An analysis of investment income for the years ended December 31 follows:
Interest and dividends and share of profit of associates
| | 2013
| | 2012
| |
---|
Interest income: | | | | | |
| Cash and short term investments | | 33.2 | | 40.3 | |
| Bonds | | 435.1 | | 486.7 | |
| Derivatives and other | | (161.5 | ) | (200.5 | ) |
| |
| |
| |
| | 306.8 | | 326.5 | |
| |
| |
| |
Dividends: | | | | | |
| Preferred stocks | | 39.6 | | 37.1 | |
| Common stocks | | 55.7 | | 71.9 | |
| |
| |
| |
| | 95.3 | | 109.0 | |
| |
| |
| |
Investment expenses | | (25.2 | ) | (26.2 | ) |
| |
| |
| |
Interest and dividends | | 376.9 | | 409.3 | |
| |
| |
| |
Share of profit of associates (note 6) | | 96.7 | | 15.0 | |
| |
| |
| |
Net gains (losses) on investments
| | 2013
| | 2012
| |
---|
| | Net realized gains (losses)
| | Net change in unreal- ized gains (losses)
| | Net gains (losses) on investments
| | Net realized gains (losses)
| | Net change in unreal- ized gains (losses)
| | Net gains (losses) on investments
| |
---|
Net gains (losses) on investments: | | | | | | | | | | | | | |
| Bonds | | 219.5 | | (1,151.1 | ) | (931.6 | ) | 629.0 | | 285.8 | | 914.8 | |
| Preferred stocks | | (1.2 | ) | 46.9 | | 45.7 | | 1.0 | | (37.5 | ) | (36.5 | ) |
| Common stocks | | 684.1 | | 257.1 | | 941.2 | | 133.9 | | 563.7 | | 697.6 | |
| |
| |
| |
| |
| |
| |
| |
| | 902.4 | | (847.1 | ) | 55.3 | | 763.9 | | 812.0 | | 1,575.9 | |
| |
| |
| |
| |
| |
| |
| |
Derivatives: | | | | | | | | | | | | | |
| Common stock and equity index short positions | | (1,956.2) | (1) | (25.8 | ) | (1,982.0 | ) | (837.6) | (1) | (153.9 | ) | (991.5 | ) |
| Common stock and equity index long positions | | 273.0 | (1) | 20.9 | | 293.9 | | 13.5 | (1) | 34.0 | | 47.5 | |
| Credit default swaps | | (30.3 | ) | 28.7 | | (1.6 | ) | (21.6 | ) | (26.7 | ) | (48.3 | ) |
| Equity warrants and call options | | 32.4 | (2) | (14.7 | ) | 17.7 | | – | (2) | 12.3 | | 12.3 | |
| CPI-linked derivatives | | – | | (126.9 | ) | (126.9 | ) | – | | (129.2 | ) | (129.2 | ) |
| Other | | 32.4 | | (37.8 | ) | (5.4 | ) | 85.3 | | (33.6 | ) | 51.7 | |
| |
| |
| |
| |
| |
| |
| |
| | (1,648.7 | ) | (155.6 | ) | (1,804.3 | ) | (760.4 | ) | (297.1 | ) | (1,057.5 | ) |
| |
| |
| |
| |
| |
| |
| |
Foreign currency gains (losses) on: | | | | | | | | | | | | | |
| Investing activities | | (5.7 | ) | 75.0 | | 69.3 | | (70.1 | ) | 10.1 | | (60.0 | ) |
| Underwriting activities | | 15.8 | | – | | 15.8 | | 3.2 | | – | | 3.2 | |
| Foreign currency contracts | | (13.8 | ) | (8.9 | ) | (22.7 | ) | 22.2 | | (41.6 | ) | (19.4 | ) |
| |
| |
| |
| |
| |
| |
| |
| | (3.7 | ) | 66.1 | | 62.4 | | (44.7 | ) | (31.5 | ) | (76.2 | ) |
| |
| |
| |
| |
| |
| |
| |
Gain on disposition of associates | | 130.2 | (2) | – | | 130.2 | | 196.8 | (2) | – | | 196.8 | |
| |
| |
| |
| |
| |
| |
| |
Other | | (7.7 | ) | 0.1 | | (7.6 | ) | 2.3 | | 1.3 | | 3.6 | |
| |
| |
| |
| |
| |
| |
| |
Net gains (losses) on investments | | (627.5 | ) | (936.5 | ) | (1,564.0 | ) | 157.9 | | 484.7 | | 642.6 | |
| |
| |
| |
| |
| |
| |
| |
- (1)
- Amounts recorded in net realized gains (losses) include net gains (losses) on total return swaps where the counterparties are required to cash-settle on a quarterly or monthly basis the market value movement since the previous reset date notwithstanding that the total return swap positions remain open subsequent to the cash settlement.
56
- (2)
- On April 16, 2013 the company sold all of its investments in Imvescor common shares and equity warrants for total proceeds of $25.7 (Cdn$26.1) and recognized net realized gains of $6.2 on common shares (including amounts previously recorded in accumulated other comprehensive income) and $7.7 on equity warrants.
On March 28, 2013 the company sold all of its ownership interest in The Brick for net proceeds of $217.7 (Cdn$221.2) and recognized a net gain on investment of $111.9 (including amounts previously recorded in accumulated other comprehensive income). Net proceeds consisted of cash and convertible debentures issued by Leon's Furniture Limited.
On January 18, 2013 the company sold all of its ownership interest in a private company for net cash proceeds of $14.0 and recognized a net gain on investment of $12.1.
On December 10, 2012 the company sold all of its ownership interest in Cunningham Lindsey for net proceeds of $270.6 and recognized a net gain on investment of $167.0 (including amounts previously recorded in accumulated other comprehensive income).
On April 13, 2012, the company sold all of its interest in Fibrek to Resolute and received cash consideration of $18.5 (Cdn$18.4) and Resolute common shares with a fair value of $12.8 (Cdn$12.7), and recognized a net gain on investment of $29.8 (including amounts previously recorded in accumulated other comprehensive income).
6. Investments in Associates
The following summarizes the company's investments in associates:
| | December 31, 2013
| | Year ended December 31, 2013
| | December 31, 2012
| | Year ended December 31, 2012
| |
---|
| | Ownership Percentage
| | Fair value
| | Carrying value
| | Share of profit (loss)
| | Ownership Percentage
| | Fair value
| | Carrying value
| | Share of profit (loss)
| |
---|
Insurance and reinsurance associates: | | | | | | | | | | | | | | | | | |
| ICICI Lombard General Insurance Company Limited ("ICICI Lombard")(1) | | 26.0% | | 261.0 | | 80.1 | | 10.1 | | 26.0% | | 223.9 | | 75.3 | | 12.9 | |
| Gulf Insurance Company ("Gulf Insurance") | | 41.4% | | 242.3 | | 216.0 | | 8.8 | | 41.4% | | 258.3 | | 217.9 | | 12.7 | |
| Thai Re Public Company Limited ("Thai Re")(2)(14) | | 23.8% | | 96.5 | | 49.9 | | (24.6 | ) | 23.2% | | 132.7 | | 59.3 | | (22.0 | ) |
| Singapore Reinsurance Corporation Limited ("Singapore Re") | | 27.1% | | 33.7 | | 37.0 | | 3.6 | | 27.0% | | 34.7 | | 36.3 | | 1.3 | |
| Falcon Insurance PLC ("Falcon Thailand") | | 40.5% | | 7.6 | | 7.6 | | 0.8 | | 40.5% | | 7.2 | | 7.2 | | 1.8 | |
| Cunningham Lindsey Group Limited ("Cunningham Lindsey")(3)(13) | | – | | – | | – | | – | | – | | – | | – | | 14.0 | |
| | | |
| |
| |
| | | |
| |
| |
| |
| | | | 641.1 | | 390.6 | | (1.3 | ) | | | 656.8 | | 396.0 | | 20.7 | |
| | | |
| |
| |
| | | |
| |
| |
| |
Non-insurance associates: | | | | | | | | | | | | | | | | | |
| Resolute Forest Products Inc. ("Resolute")(4)(14) | | 30.5% | | 462.1 | | 391.4 | | 38.5 | | 25.6% | | 326.2 | | 280.6 | | – | |
| Eurobank Properties REIC ("Eurobank Properties")(5)(14) | | 18.3% | | 122.0 | | 73.0 | | 1.8 | | 18.0% | | 69.8 | | 66.6 | | – | |
| MEGA Brands Inc. ("MEGA Brands")(6) | | 27.4% | | 89.1 | | 88.2 | | 7.4 | | 21.9% | | 34.9 | | 43.3 | | 3.1 | |
| Arbor Memorial Services Inc. ("Arbor Memorial")(14) | | 41.8% | | 62.1 | | 50.1 | | 3.3 | | 39.5% | | 47.0 | | 47.0 | | – | |
| The Brick Ltd. ("The Brick")(7) | | – | | – | | – | | – | | 33.7% | | 220.1 | | 108.5 | | 3.6 | |
| Imvescor Restaurant Group Inc. ("Imvescor")(8) | | – | | – | | – | | 0.3 | | 23.6% | | 9.3 | | 7.3 | | 0.3 | |
| Fibrek Inc. ("Fibrek")(9)(13) | | – | | – | | – | | – | | – | | – | | – | | (18.8 | ) |
| KWF Real Estate Ventures Limited Partnerships ("KWF LPs")(10) | | – | | 351.4 | | 351.4 | | 38.9 | | – | | 324.0 | | 324.0 | | (2.2 | ) |
| Partnerships, trusts and other(11) | | – | | 87.2 | | 87.8 | | 7.8 | | – | | 94.3 | | 82.0 | | 8.3 | |
| Cara Operations Limited ("Cara")(12) | | – | | – | | – | | – | | – | | – | | – | | – | |
| | | |
| |
| |
| | | |
| |
| |
| |
| | | | 1,173.9 | | 1,041.9 | | 98.0 | | | | 1,125.6 | | 959.3 | | (5.7 | ) |
| | | |
| |
| |
| | | |
| |
| |
| |
Investments in associates | | | | 1,815.0 | | 1,432.5 | | 96.7 | | | | 1,782.4 | | 1,355.3 | | 15.0 | |
| | | |
| |
| |
| | | |
| |
| |
| |
- (1)
- During the first quarter of 2013 the company participated in ICICI Lombard's rights offering and paid $4.8 to maintain its 26.0% ownership interest.
57
- (2)
- During the third quarter of 2013 Thai Re sold a minority share of a wholly owned subsidiary to unrelated third parties and recognized a net gain in equity. The company recorded its $8.9 share of the after-tax net gain directly in equity. On March 19, 2012 the company increased its ownership interest in Thai Re from 2.0% to 23.2% through participation in a Thai Re rights offering and in a private placement of newly issued common shares for aggregate cash purchase consideration of $77.0 (2.4 billion Thai baht).
- (3)
- On December 10, 2012 the company sold all of its ownership interest in Cunningham Lindsey for net cash proceeds of $270.6 and recognized a net gain on investment of $167.0 (including amounts previously recorded in accumulated other comprehensive income). Subsequent to the closing of this transaction, the company invested $34.4 in preferred shares of Cunningham Lindsey to become a 9.1% minority shareholder. The shares are classified within preferred stocks on the consolidated balance sheet.
- (4)
- The company increased its ownership interest in Resolute from 25.6% at December 31, 2012 to 30.5% at December 31, 2013 following the receipt of common shares distributed pursuant to the bankruptcy proceedings of certain predecessor companies of Resolute (where the company was a holder of unsecured debt obligations) and through the purchase of Resolute common shares on the open market. In December 2012 the company increased its ownership interest in Resolute from 19.5% to 25.6%.
- (5)
- The company is considered to have significant influence over Eurobank Properties through its representation on Eurobank Properties' Board of Directors and ability to participate in certain investment decisions. On August 21, 2012 the company increased its ownership interest in Eurobank Properties from 3.8% to 18.0% through the purchase of common shares of Eurobank Properties for cash consideration of $50.3.
- (6)
- On March 26, 2013 the company converted all of its MEGA Brands warrants into 2,699,400 common shares for cash purchase consideration of $26.4 (Cdn$26.8), increasing its ownership to 28.1% from 21.9%. Warrants exercised by other investors during 2013 diluted the company's ownership to 27.4%. On September 14, 2012 the company increased its ownership interest in MEGA Brands from 19.9% to 21.9% through the acquisition of additional common shares of MEGA Brands for cash purchase consideration of $2.9 (Cdn $2.8).
- (7)
- On March 28, 2013 the company sold all of its ownership interest in The Brick for net proceeds of Cdn$221.2 (Cdn$5.40 per common share) and recognized a net gain on investment of $111.9 (including amounts previously recorded in accumulated other comprehensive income). Net proceeds consisted of cash and convertible debentures issued by Leon's Furniture Limited.
- (8)
- On April 16, 2013 the company sold all of its investments in Imvescor common shares and equity warrants for total proceeds of $25.7 (Cdn$26.1) and recognized net realized gains of $6.2 on common shares (including amounts previously recorded in accumulated other comprehensive income) and $7.7 on equity warrants. During 2012 the company increased its ownership interest in Imvescor from 13.6% to 23.6% through the acquisition on the open market of Imvescor common shares for cash purchase consideration of $3.7 (Cdn$3.5).
- (9)
- On April 13, 2012 the company sold all of its ownership interest in Fibrek to Resolute for net cash proceeds of $18.5 (Cdn$18.4) and Resolute common shares with a fair value of $12.8 (Cdn$12.7) and recognized a net gain on investment of $29.8 (including amounts previously recorded in accumulated other comprehensive income).
- (10)
- The KWF LPs are partnerships formed between the company and Kennedy-Wilson, Inc. and its affiliates ("Kennedy-Wilson") to invest in U.S. and international real estate properties. The company participates as a limited partner in the KWF LPs, with limited partnership interests ranging from 50% to 90%. Kennedy-Wilson holds the remaining limited partnership interests in each of the KWF LPs and is also the General Partner. For the KWF LPs where the company may exercise veto rights over one or more key activities, those partnerships are considered joint ventures under IFRS 11. Where the company has no veto rights over key activities, the company is considered to have significant influence under IAS 28. The equity method of accounting is applied to all of the KWF LPs.
- (11)
- On January 18, 2013 the company sold all of its ownership interest in a private company for net proceeds of $14.0 and recognized a net gain on investment of $12.1.
- (12)
- The company determined that it had obtained significant influence over Cara effective October 31, 2013 but as the company did not hold any Cara common shares, the equity method of accounting could not be applied. See note 23 for details.
58
- (13)
- The 2012 consolidated statement of changes in equity reflects the reclassification of $9.0 of after-tax defined benefit plan amounts from accumulated other comprehensive income to retained earnings following the sales of Cunningham Lindsey and Fibrek as described in footnotes 3 and 9 above, respectively.
- (14)
- During 2012 the company determined that it had obtained significant influence over the following investees and commenced recording those investments using the equity method of accounting on a prospective basis (the date significant influence was achieved is identified in parenthesis): Thai Re (March 19, 2012), Eurobank Properties (August 21, 2012), Resolute (November 7, 2012) and Arbor Memorial (November 26, 2012). At the respective dates significant influence was obtained for Resolute and Eurobank Properties, the company determined that for each associate, the fair value of identifiable net assets approximated carrying value. Goodwill of $31.9 was recognized in the carrying value of Arbor Memorial at the date significant influence was obtained.
Share of pre-tax comprehensive income (loss) of associates for the years ended December 31 was comprised as follows:
| | 2013
| | 2012
| |
---|
Share of pre-tax profit (loss) of associates | | 96.7 | | 15.0 | |
Share of pre-tax other comprehensive income (loss) of associates: | | | | | |
| Share of other comprehensive income (loss), excluding gains (losses) on defined benefit plans | | (15.3 | ) | (7.7 | ) |
| Share of gains (losses) on defined benefit plans | | 12.5 | | (11.6 | ) |
| |
| |
| |
| | (2.8 | ) | (19.3 | ) |
| |
| |
| |
Share of pre-tax comprehensive income (loss) of associates | | 93.9 | | (4.3 | ) |
| |
| |
| |
The following changes have occurred in the investments in associates balance for the years ended December 31:
| | 2013
| | 2012
| |
---|
Balance – January 1 | | 1,355.3 | | 924.3 | |
| Share of profit of associates | | 96.7 | | 15.0 | |
| Dividends received | | (9.1 | ) | (16.0 | ) |
| Acquisitions, divestitures and net changes in capitalization | | (8.4 | ) | 433.6 | |
| Foreign exchange effect and other | | (2.0 | ) | (1.6 | ) |
| |
| |
| |
Balance – December 31 | | 1,432.5 | | 1,355.3 | |
| |
| |
| |
The company's strategic investment of $108.6 at December 31, 2013 (December 31, 2012 – $107.9) in 15.0% of Alltrust Insurance Company of China Ltd. ("Alltrust") is classified as at FVTPL within common stocks on the consolidated balance sheet. During 2012 the company contributed an additional $18.9 to Alltrust through participation in a rights offering.
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7. Short Sales and Derivatives
The following table summarizes the notional amount and fair value of the company's derivative financial instruments:
| | December 31, 2013
| | December 31, 2012
|
---|
| |
| |
| | Fair value
| |
| |
| | Fair value
|
---|
| |
| | Notional amount
| |
| | Notional amount
|
---|
| | Cost
| | Assets
| | Liabilities
| | Cost
| | Assets
| | Liabilities
|
---|
Equity derivatives: | | | | | | | | | | | | | | | | |
| Equity index total return swaps – short positions– | | 4,583.0 | | 2.5 | | 123.8 | | – | | 6,235.5 | | 19.6 | | 136.0 |
| Equity total return swaps – short positions | | – | | 1,744.4 | | 15.4 | | 84.8 | | – | | 1,433.0 | | 4.1 | | 55.1 |
| Equity total return swaps – long positions | | – | | 263.5 | | 15.4 | | 7.5 | | – | | 1,021.8 | | 3.5 | | 16.4 |
| Equity call options | | – | | 13.0 | | 1.7 | | – | | – | | – | | – | | – |
| Warrants | | 15.6 | | 150.5 | | 15.4 | | – | | 19.3 | | 68.5 | | 36.0 | | – |
Credit derivatives: | | | | | | | | | | | | | | | | |
| Credit default swaps | | 9.2 | | 908.4 | | 0.1 | | – | | 43.2 | | 1,898.7 | | 1.7 | | – |
| Warrants | | 2.7 | | 90.0 | | 0.1 | | – | | 2.7 | | 90.0 | | 1.3 | | – |
CPI-linked derivative contracts | | 545.8 | | 82,866.9 | | 131.7 | | – | | 454.1 | | 48,436.0 | | 115.8 | | – |
Foreign exchange forward contracts | | – | | – | | 15.6 | | 42.8 | | – | | – | | 3.8 | | 20.6 |
Other derivative contracts | | – | | – | | 38.9 | | 9.5 | | – | | – | | 21.2 | | 10.1 |
| | | | | |
| |
| | | | | |
| |
|
Total | | | | | | 236.8 | | 268.4 | | | | | | 207.0 | | 238.2 |
| | | | | |
| |
| | | | | |
| |
|
The company is exposed to significant market risk (comprised of foreign currency risk, interest rate risk and other price risk) through its investing activities. Derivative contracts entered into by the company, with limited exceptions, are considered economic hedges and are not designated as hedges for financial reporting purposes.
Equity contracts
The company has economically hedged its equity and equity-related holdings (comprised of common stocks, convertible preferred stocks, convertible bonds, non-insurance investments in associates and equity-related derivatives) against a potential decline in equity markets by way of short positions effected through equity and equity index total return swaps, including short positions in certain equity indexes and individual equities as set out in the table below. The company's equity hedges are structured to provide a return which is inverse to changes in the fair values of the equity indexes and certain individual equities. At December 31, 2013 equity hedges with a notional amount of $6,327.4 (December 31, 2012 – $7,668.5) represented 98.2% (December 31, 2012 – 101.0%) of the company's equity and equity-related holdings of $6,442.6 (December 31, 2012 – $7,594.0). During 2013 the company's equity and equity-related holdings after equity hedges produced a net loss of $536.9 (2012 – net gains of $113.2).
In 2013, as a result of the significant appreciation of certain of its equity and equity-related holdings, the company reduced its direct equity exposure through net sales of common stocks and convertible bonds for net proceeds of $1,385.9 and reduced the notional amount of its long positions in individual equities effected through total return swaps by $1,031.3. The company also closed out a portion of its Russell 2000 and all of its S&P 500 equity index total return swaps and certain short positions in individual equities, with notional amounts of $3,254.1. By undertaking the transaction described above the company reduced its direct equity exposure and rebalanced its equity hedge ratio to approximately 100% at December 31, 2013, after giving consideration to net gains recognized on its equity and equity-related holdings and net losses incurred on its equity hedging instruments.
During 2013 the company paid net cash of $1,956.2 (2012 – $837.6) in connection with the reset provisions of its short equity and equity index total return swaps (excluding the impact of collateral requirements). The company funded these payments through sales of common stocks and convertible bonds as described in the preceding paragraph. In the future, the company may manage its net exposure to its equity and equity-related holdings by
60
adjusting the notional amounts of its equity hedges upwards or downwards. Refer to note 24 for a tabular analysis followed by a discussion of the company's hedges of equity price risk and the related basis risk.
| | December 31, 2013
| | December 31, 2012
|
---|
Underlying short equity and equity index total return swaps
| | Units
| | Original notional amount(1)
| | Weighted average index value
| | Index value at period end
| | Units
| | Original notional amount(1)
| | Weighted average index value
| | Index value at period end
|
---|
Russell 2000 | | 37,424,319 | | 2,477.2 | | 661.92 | | 1,163.64 | | 52,881,400 | | 3,501.9 | | 662.22 | | 849.35 |
S&P 500 | | – | | – | | – | | – | | 10,532,558 | | 1,117.3 | | 1,060.84 | | 1,426.19 |
S&P/TSX 60 | | 13,044,000 | | 206.1 | | 641.12 | | 783.75 | | 13,044,000 | | 206.1 | | 641.12 | | 713.72 |
Other equity indexes | | – | | 140.0 | | – | | – | | – | | 140.0 | | – | | – |
Individual equities | | – | | 1,481.8 | | – | | – | | – | | 1,231.3 | | – | | – |
- (1)
- The aggregate notional amounts on the dates that the short positions were first initiated.
As at December 31, 2013 the company had entered into long equity total return swaps on individual equities for investment purposes with an original notional amount of $267.8 (December 31, 2012 – $975.8). During 2013 the company received net cash of $273.0 (2012 – $13.5) in connection with the reset provisions of its long equity total return swaps (excluding the impact of collateral requirements).
At December 31, 2013 the fair value of the collateral deposited for the benefit of derivative counterparties included in holding company cash and investments, or in assets pledged for short sale and derivative obligations, was $927.3 (December 31, 2012 – $999.2), comprised of collateral of $723.2 (December 31, 2012 – $847.5) required to be deposited to enter into such derivative contracts (principally related to total return swaps) and $204.1 (December 31, 2012 – $151.7) securing amounts owed to counterparties to the company's derivative contracts arising in respect of changes in the fair values of those derivative contracts since the most recent reset date.
Equity warrants were acquired in conjunction with the company's investment in debt securities of various Canadian companies. At December 31, 2013 the warrants have expiration dates ranging from 2 years to 9 years (December 31, 2012 – 2 years to 10 years).
Credit contracts
At December 31, 2013 the company's remaining credit default swaps have a weighted average life of less than one year (less than one year at December 31, 2012) and a notional amount and fair value of $908.4 and $0.1 respectively (December 31, 2012 – $1,898.7 and $1.7 respectively).
CPI-linked derivative contracts
The company has purchased derivative contracts referenced to consumer price indexes ("CPI") in the geographic regions in which it operates which serve as an economic hedge against the potential adverse financial impact on the company of decreasing price levels. At December 31, 2013 these contracts have a remaining weighted average life of 7.5 years (December 31, 2012 – 7.7 years) and a notional amount and fair value as shown in the table following this paragraph. In the event of a sale, expiration or early settlement of any of these contracts, the company would receive the fair value of that contract on the date of the transaction. The company's maximum potential loss on any contract
61
is limited to the original cost of that contract. The following table summarizes the notional amounts and weighted average strike prices of CPI indexes underlying the company's CPI-linked derivative contracts:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Notional Amount
| |
| |
| | Notional Amount
| |
| |
|
---|
Underlying CPI Index
| | Original currency
| | U.S. dollars
| | Weighted average strike price
| | Index value at period end
| | Original currency
| | U.S. dollars
| | Weighted average strike price
| | Index value at period end
|
---|
United States | | 34,375.0 | | 34,375.0 | | 230.43 | | 233.05 | | 19,625.0 | | 19,625.0 | | 223.98 | | 229.60 |
United Kingdom | | 3,300.0 | | 5,465.7 | | 243.82 | | 253.40 | | 550.0 | | 894.1 | | 216.01 | | 246.80 |
European Union | | 28,475.0 | | 39,236.9 | | 109.85 | | 117.28 | | 20,425.0 | | 26,928.1 | | 109.74 | | 116.39 |
France | | 2,750.0 | | 3,789.3 | | 124.85 | | 125.82 | | 750.0 | | 988.8 | | 120.09 | | 125.02 |
| | | |
| | | | | | | |
| | | | |
| | | | 82,866.9 | | | | | | | | 48,436.0 | | | | |
| | | |
| | | | | | | |
| | | | |
During 2013 the company purchased notional amounts of $32,327.7 (2012 – $1,450.0) of CPI-linked derivative contracts at a cost of $99.8 (2012 – $6.1). The company also paid additional premiums in 2013 of $24.0 (2012 – $28.3) to increase the strike price of its CPI-linked derivative contracts (primarily its U.S. CPI-linked derivatives). These transactions increased the weighted average strike price of the U.S. CPI-linked derivative contracts from 223.98 at December 31, 2012 to 230.43 at December 31, 2013. The company's CPI-linked derivative contracts produced unrealized losses of $126.9 in 2013 (2012 – $129.2).
Foreign exchange forward contracts
Long and short foreign exchange forward contracts primarily denominated in the euro, the British pound sterling and the Canadian dollar are used to manage certain foreign currency exposures arising from foreign currency denominated transactions. The contracts have an average term to maturity of less than one year and may be renewed at market rates.
Counterparty risk
The company endeavours to limit counterparty risk through the terms of agreements negotiated with the counterparties to its derivative contracts. The fair value of the collateral deposited for the benefit of the company at December 31, 2013 consisted of cash and government securities of $25.3 and $25.1 respectively (December 31, 2012 – $22.1 and $38.3 respectively). The company has recognized the cash collateral within subsidiary cash and short term investments and recognized a corresponding liability within accounts payable and accrued liabilities. The company had not exercised its right to sell or repledge collateral at December 31, 2013. The company's exposure to counterparty risk and the manner in which the company manages counterparty risk are discussed further in note 24.
Hedge of net investment in Canadian subsidiaries
The company has designated the carrying value of Cdn$1,525.0 principal amount of its Canadian dollar denominated unsecured senior notes with a fair value of $1,544.4 (December 31, 2012 – principal amount of Cdn$1,275.0 with a fair value of $1,424.4) as a hedge of its net investment in its Canadian subsidiaries for financial reporting purposes. In 2013 the company recognized pre-tax gains of $96.9 (2012 – pre-tax losses of $20.4) related to foreign currency movements on the unsecured senior notes in change in gains (losses) on hedge of net investment in Canadian subsidiaries in the consolidated statement of comprehensive income.
62
8. Insurance Contract Liabilities
| | December 31, 2013
| | December 31, 2012
|
---|
| | Gross
| | Ceded
| | Net
| | Gross
| | Ceded
| | Net
|
---|
Provision for unearned premiums | | 2,680.9 | | 408.1 | | 2,272.8 | | 2,727.4 | | 427.4 | | 2,300.0 |
Provision for losses and loss adjustment expenses | | 19,212.8 | | 4,213.3 | | 14,999.5 | | 19,648.8 | | 4,552.4 | | 15,096.4 |
| |
| |
| |
| |
| |
| |
|
Total insurance contract liabilities | | 21,893.7 | | 4,621.4 | | 17,272.3 | | 22,376.2 | | 4,979.8 | | 17,396.4 |
| |
| |
| |
| |
| |
| |
|
Current | | 7,327.6 | | 2,002.5 | | 5,325.1 | | 7,303.4 | | 2,046.4 | | 5,257.0 |
Non-current | | 14,566.1 | | 2,618.9 | | 11,947.2 | | 15,072.8 | | 2,933.4 | | 12,139.4 |
| |
| |
| |
| |
| |
| |
|
| | 21,893.7 | | 4,621.4 | | 17,272.3 | | 22,376.2 | | 4,979.8 | | 17,396.4 |
| |
| |
| |
| |
| |
| |
|
At December 31, 2013 the company's net loss reserves of $14,999.5 (December 31, 2012 – $15,096.4) were comprised of case reserves of $7,811.3 and IBNR of $7,188.2 respectively (December 31, 2012 – $8,258.5 and $6,837.9 respectively).
Provision for unearned premiums
Changes in the provision for unearned premiums for the years ended December 31 were as follows:
| | 2013
| | 2012
| |
---|
Provision for unearned premiums – January 1 | | 2,727.4 | | 2,487.3 | |
| | Gross premiums written | | 7,227.1 | | 7,398.3 | |
| | Less: premiums earned | | (7,294.0 | ) | (7,294.8 | ) |
| Acquisitions of subsidiaries | | 83.2 | | 101.4 | |
| Foreign exchange effect and other | | (62.8 | ) | 35.2 | |
| |
| |
| |
Provision for unearned premiums – December 31 | | 2,680.9 | | 2,727.4 | |
| |
| |
| |
Provision for losses and loss adjustment expenses
Changes in the provision for losses and loss adjustment expenses for the years ended December 31 were as follows:
| | 2013
| | 2012
| |
---|
Provision for losses and loss adjustment expenses – January 1 | | 19,648.8 | | 17,232.2 | |
| Increase (decrease) in estimated losses and expenses for claims occurring in the prior years | | (470.3 | ) | 14.0 | |
| Losses and expenses for claims occurring in the current year | | 5,085.9 | | 5,251.5 | |
| Paid on claims occurring during: | | | | | |
| | the current year | | (1,212.8 | ) | (1,106.5 | ) |
| | the prior years | | (4,358.7 | ) | (3,698.1 | ) |
| Acquisitions of subsidiaries and reinsurance-to-close transactions | | 690.3 | | 1,802.9 | |
| Foreign exchange effect and other | | (170.4 | ) | 152.8 | |
| |
| |
| |
Provision for losses and loss adjustment expenses – December 31 | | 19,212.8 | | 19,648.8 | |
| |
| |
| |
Development of insurance losses, gross
The development of insurance liabilities provides a measure of the company's ability to estimate the ultimate value of claims. The loss development table which follows shows the provision for losses and loss adjustment expenses at the end of each calendar year, the cumulative payments made in respect of those reserves in subsequent years and the
63
re-estimated amount of each calendar years' provision for losses and loss adjustment expenses as at December 31, 2013.
| | Calendar year
|
---|
| | 2007
| | 2008
| | 2009
| | 2010
| | 2011
| | 2012
| | 2013
|
---|
Provision for losses and loss adjustment expenses | | 14,843.2 | | 14,467.2 | | 14,504.8 | | 16,049.3 | | 17,232.2 | | 19,648.8 | | 19,212.8 |
Less: CTR Life(1) | | 21.5 | | 34.9 | | 27.6 | | 25.3 | | 24.2 | | 20.6 | | 17.9 |
| |
| |
| |
| |
| |
| |
| |
|
| | 14,821.7 | | 14,432.3 | | 14,477.2 | | 16,024.0 | | 17,208.0 | | 19,628.2 | | 19,194.9 |
Cumulative payments as of: | | | | | | | | | | | | | | |
One year later | | 3,167.8 | | 3,136.0 | | 3,126.6 | | 3,355.9 | | 3,627.6 | | 4,323.5 | | |
Two years later | | 5,130.8 | | 5,336.4 | | 5,307.6 | | 5,441.4 | | 6,076.7 | | | | |
Three years later | | 6,784.9 | | 7,070.7 | | 6,846.3 | | 7,063.1 | | | | | | |
Four years later | | 8,124.6 | | 8,318.7 | | 7,932.7 | | | | | | | | |
Five years later | | 9,079.0 | | 9,189.1 | | | | | | | | | | |
Six years later | | 9,730.6 | | | | | | | | | | | | |
Reserves re-estimated as of: | | | | | | | | | | | | | | |
One year later | | 14,420.4 | | 14,746.0 | | 14,616.0 | | 15,893.8 | | 17,316.4 | | 19,021.2 | | |
Two years later | | 14,493.8 | | 14,844.4 | | 14,726.6 | | 15,959.7 | | 17,013.6 | | | | |
Three years later | | 14,579.9 | | 14,912.4 | | 14,921.6 | | 15,705.6 | | | | | | |
Four years later | | 14,679.5 | | 15,127.5 | | 14,828.9 | | | | | | | | |
Five years later | | 14,908.6 | | 15,091.0 | | | | | | | | | | |
Six years later | | 14,947.2 | | | | | | | | | | | | |
Favourable (unfavourable) development | | (125.5 | ) | (658.7 | ) | (351.7 | ) | 318.4 | | 194.4 | | 607.0 | | |
Comprised of – favourable (unfavourable): | | | | | | | | | | | | | | |
| Effect of foreign currency translation | | 166.3 | | (409.0 | ) | (44.2 | ) | 121.9 | | 49.6 | | 181.9 | | |
| Loss reserve development | | (291.8 | ) | (249.7 | ) | (307.5 | ) | 196.5 | | 144.8 | | 425.1 | | |
| |
| |
| |
| |
| |
| |
| | |
| | (125.5 | ) | (658.7 | ) | (351.7 | ) | 318.4 | | 194.4 | | 607.0 | | |
| |
| |
| |
| |
| |
| |
| | |
- (1)
- Guaranteed minimum death benefit retrocessional business written by Compagnie Transcontinentale de Réassurance ("CTR"), a wholly owned subsidiary of the company that was transferred to Wentworth and placed into runoff in 2002.
The effect of foreign currency translation in the table above primarily arose on translation to U.S. dollars of the loss reserves of subsidiaries with functional currencies other than the U.S. dollar. The company's exposure to foreign currency risk and the manner in which the company manages foreign currency risk is discussed further in note 24.
Loss reserve development in the table above excludes the loss reserve development of a subsidiary in the year it is acquired whereas the consolidated statement of earnings includes the loss reserve development of a subsidiary from its acquisition date. Accordingly, the principal difference between the favourable loss reserve development in calendar year 2013 of $425.1 in the table above and favourable loss reserve development of $470.3 as set out in the preceding table (Provision for losses and loss adjustment expenses) primarily related to the favourable loss reserve development of subsidiaries acquired in 2013.
Favourable loss reserve development in calendar year 2013 of $425.1 in the table preceding this paragraph was principally comprised of favourable loss emergence on the more recent accident years, partially offset by adverse development on accident years prior to 2007 primarily relating to asbestos and pollution reserves.
Development of losses and loss adjustment expenses for asbestos
A number of the company's subsidiaries wrote general insurance policies and reinsurance prior to their acquisition by the company under which policyholders continue to present asbestos-related injury claims. The vast majority of these claims are presented under policies written many years ago and reside primarily within the runoff group.
64
There is a great deal of uncertainty surrounding these types of claims, which impacts the ability of insurers and reinsurers to estimate the ultimate amount of unpaid claims and related settlement expenses. The majority of these claims differ from most other types of claims because there is inconsistent precedent, if any at all, to determine what, if any, coverage exists or which, if any, policy years and insurers/reinsurers may be liable. These uncertainties are exacerbated by judicial and legislative interpretations of coverage that in some cases have eroded the clear and express intent of the parties to the insurance contracts, and in others have expanded theories of liability.
The following is an analysis of the changes which have occurred in the company's provision for losses and loss adjustment expenses related to asbestos exposure on a gross and net basis for the years ended December 31:
| | 2013
| | 2012
| |
---|
| | Gross
| | Net(2)
| | Gross
| | Net
| |
---|
Asbestos | | | | | | | | | |
Balance – beginning of year | | 1,456.4 | | 976.2 | | 1,307.5 | | 903.3 | |
| Losses and loss adjustment expenses incurred | | 81.1 | | 21.6 | | 203.1 | | 95.6 | |
| Losses and loss adjustment expenses paid | | (154.4 | ) | 6.5 | | (113.8 | ) | (82.3 | ) |
| Reinsurance transaction during the year(1) | | – | | – | | 59.6 | | 59.6 | |
| |
| |
| |
| |
| |
Balance – end of year | | 1,383.1 | | 1,004.3 | | 1,456.4 | | 976.2 | |
| |
| |
| |
| |
| |
- (1)
- Eagle Star reinsurance transaction in 2012.
- (2)
- Includes the effect of a commutation of a recoverable from reinsurer at Runoff which reduced the losses and loss adjustment expenses incurred and paid by $33.1 and $118.5 respectively.
Fair Value
The fair value of insurance and reinsurance contracts is estimated as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Fair value
| | Carrying value
| | Fair value
| | Carrying value
|
---|
Insurance contracts | | 21,276.4 | | 21,893.7 | | 22,311.4 | | 22,376.2 |
Ceded reinsurance contracts | | 4,386.7 | | 4,621.4 | | 4,844.9 | | 4,979.8 |
The fair value of insurance contracts is comprised of the fair value of unpaid claim liabilities and the fair value of the unearned premiums. The fair value of ceded reinsurance contracts is comprised of the fair value of reinsurers' share of unpaid claim liabilities and the unearned premium. Both reflect the time value of money whereas the carrying values (including the reinsurers' share thereof) do not reflect discounting. The calculation of the fair value of the unearned premium includes acquisition expenses to reflect the deferral of these expenses at the inception of the insurance contract. The estimated value of insurance and ceded reinsurance contracts is determined by projecting the expected future cash flows of the contracts, selecting the appropriate interest rates, and applying the resulting discount factors to expected future cash flows. The difference between the sum of the undiscounted expected future cash flows and discounted future cash flows represent the time value of money. A margin for risk and uncertainty is added to the discounted cash flows to reflect the volatility of the lines of business written, quantity of reinsurance purchased, credit quality of reinsurers and a risk margin for future changes in interest rates.
The table that follows shows the potential impact of interest rate fluctuations on the fair value of insurance and reinsurance contracts:
| | December 31, 2013
| | December 31, 2012
|
---|
Change in Interest Rates
| | Fair value of insurance contracts
| | Fair value of reinsurance contracts
| | Fair value of insurance contracts
| | Fair value of reinsurance contracts
|
---|
100 basis point rise | | 20,677.0 | | 4,275.0 | | 21,652.6 | | 4,702.0 |
100 basis point decline | | 21,924.3 | | 4,506.7 | | 23,039.4 | | 5,002.7 |
65
9. Reinsurance
Reinsurers' share of insurance contract liabilities is comprised as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Gross recoverable from reinsurers
| | Provision for uncollectible reinsurance
| | Recoverable from reinsurers
| | Gross recoverable from reinsurers
| | Provision for uncollectible reinsurance
| | Recoverable from reinsurers
|
---|
Provision for losses and loss adjustment expenses | | 4,276.8 | | (63.5 | ) | 4,213.3 | | 4,663.7 | | (111.3 | ) | 4,552.4 |
Reinsurers' share of paid losses | | 518.6 | | (165.3 | ) | 353.3 | | 469.6 | | (158.6 | ) | 311.0 |
Provision for unearned premiums | | 408.1 | | – | | 408.1 | | 427.4 | | – | | 427.4 |
| |
| |
| |
| |
| |
| |
|
| | 5,203.5 | | (228.8 | ) | 4,974.7 | | 5,560.7 | | (269.9 | ) | 5,290.8 |
| |
| |
| |
| |
| |
| |
|
Current | | | | | | 2,292.3 | | | | | | 2,309.7 |
Non-current | | | | | | 2,682.4 | | | | | | 2,981.1 |
| | | | | |
| | | | | |
|
| | | | | | 4,974.7 | | | | | | 5,290.8 |
| | | | | |
| | | | | |
|
The company follows the policy of underwriting and reinsuring contracts of insurance and reinsurance which, depending on the type of contract, generally limits the liability of the individual insurance and reinsurance subsidiaries on any policy to a maximum amount on any one loss. Reinsurance decisions are made by the subsidiaries to reduce and spread the risk of loss on insurance and reinsurance written, to limit multiple claims arising from a single occurrence and to protect capital resources. The amount of reinsurance purchased can vary among subsidiaries depending on the lines of business written, their respective capital resources and prevailing or expected market conditions. Reinsurance is generally placed on an excess of loss basis and written in several layers, the purpose of which is to limit the amount of one risk to a maximum amount acceptable to the company and to protect from losses on multiple risks arising from a single occurrence. This type of reinsurance includes what is generally referred to as catastrophe reinsurance. The company's reinsurance does not, however, relieve the company of its primary obligation to the policyholder.
The majority of reinsurance contracts purchased by the company provide coverage for a one year term and are negotiated annually. The ability of the company to obtain reinsurance on terms and prices consistent with historical results reflects, among other factors, recent loss experience of the company and of the industry in general. Currently there exists excess capital within the reinsurance market due to favourable operating results of reinsurers and alternative forms of reinsurance capacity entering the market. As a result, the market has become very competitive with pricing remaining flat and in some cases decreasing. Further compounding these effects has been the relatively benign level of catastrophe losses for reinsurers in the United States over the last number of years. The company will remain opportunistic in its use of reinsurance, balancing capital requirements and the cost of reinsurance.
The company has guidelines and a review process in place to assess the creditworthiness of the reinsurers to which it cedes. Note 24 discusses the company's management of credit risk associated with reinsurance recoverables.
The company makes specific provisions against reinsurance recoverables from reinsurers considered to be in financial difficulty. In addition, the company records an allowance based upon its analysis of historical recoveries, the level of allowance already in place and management's judgment on future collectability.
66
Changes in reinsurers' share of paid losses, unpaid losses, unearned premiums and the provision for uncollectible balances for the years ended December 31 were as follows:
| | 2013
| |
---|
| | Paid Losses
| | Unpaid Losses
| | Unearned Premiums
| | Provision
| | Net Recoverable
| |
---|
Balance – January 1, 2013 | | 469.6 | | 4,663.7 | | 427.4 | | (269.9 | ) | 5,290.8 | |
| Reinsurers' share of losses paid to insureds | | 1,444.1 | | (1,444.1 | ) | – | | – | | – | |
| Reinsurance recoveries received | | (1,421.4 | ) | – | | – | | – | | (1,421.4 | ) |
| Reinsurers' share of losses or premiums earned | | – | | 900.6 | | (1,221.5 | ) | – | | (320.9 | ) |
| Premiums ceded to reinsurers | | – | | – | | 1,190.9 | | – | | 1,190.9 | |
| Change in provision, recovery or write-off of impaired balances | | 5.6 | | (2.8 | ) | – | | 40.0 | | 42.8 | |
| Acquisitions of subsidiaries | | 37.6 | | 199.8 | | 18.2 | | – | | 255.6 | |
| Foreign exchange effect and other | | (16.9 | ) | (40.4 | ) | (6.9 | ) | 1.1 | | (63.1 | ) |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2013 | | 518.6 | | 4,276.8 | | 408.1 | | (228.8 | ) | 4,974.7 | |
| |
| |
| |
| |
| |
| |
| | 2012
| |
---|
| | Paid Losses
| | Unpaid Losses
| | Unearned Premiums
| | Provision
| | Net Recoverable
| |
---|
Balance – January 1, 2012 | | 500.9 | | 3,604.6 | | 388.1 | | (295.5 | ) | 4,198.1 | |
| Reinsurers' share of losses paid to insureds | | 837.7 | | (837.7 | ) | – | | – | | – | |
| Reinsurance recoveries received | | (897.3 | ) | – | | – | | – | | (897.3 | ) |
| Reinsurers' share of losses or premiums earned | | – | | 1,030.3 | | (1,211.3 | ) | – | | (181.0 | ) |
| Premiums ceded to reinsurers | | – | | – | | 1,204.2 | | – | | 1,204.2 | |
| Change in provision, recovery or write-off of impaired balances | | (30.6 | ) | (3.9 | ) | – | | 26.2 | | (8.3 | ) |
| Acquisitions of subsidiaries and reinsurance-to-close transactions | | 52.6 | | 838.0 | | 42.3 | | – | | 932.9 | |
| Foreign exchange effect and other | | 6.3 | | 32.4 | | 4.1 | | (0.6 | ) | 42.2 | |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2012 | | 469.6 | | 4,663.7 | | 427.4 | | (269.9 | ) | 5,290.8 | |
| |
| |
| |
| |
| |
| |
On March 29, 2013 TIG Insurance entered into an agreement to commute a recoverable from a reinsurer with a carrying value of $85.4 for total consideration of $118.5 (principally cash consideration of $115.8). The gain of $33.1 on the commutation is recorded in ceded losses on claims in the consolidated statement of earnings.
Included in commissions, net in the consolidated statement of earnings is commission income earned on premiums ceded to reinsurers in 2013 of $243.7 (2012 – $239.5).
67
10. Insurance Contract Receivables
Insurance contract receivables were comprised as follows:
| | December 31, 2013
| | December 31, 2012
| |
---|
Insurance premiums receivable | | 1,192.1 | | 1,151.1 | |
Reinsurance premiums receivable | | 527.4 | | 605.3 | |
Funds withheld receivable | | 228.3 | | 183.8 | |
Other | | 101.3 | | 32.7 | |
Provision for uncollectible balances | | (32.1 | ) | (27.5 | ) |
| |
| |
| |
| | 2,017.0 | | 1,945.4 | |
| |
| |
| |
The following changes have occurred in the insurance premiums receivable and reinsurance premiums receivable balances for the years ended December 31:
| | Insurance premiums receivable
| | Reinsurance premiums receivable
| |
---|
| | 2013
| | 2012
| | 2013
| | 2012
| |
---|
Balance – January 1 | | 1,151.1 | | 1,113.3 | | 605.3 | | 428.4 | |
| Gross premiums written | | 5,078.9 | | 4,882.3 | | 2,148.2 | | 2,516.0 | |
| Premiums collected | | (4,677.1 | ) | (4,517.9 | ) | (1,690.2 | ) | (1,973.6 | ) |
| Impairments | | (0.1 | ) | (7.8 | ) | 0.2 | | (6.1 | ) |
| Amounts due to brokers and agents | | (340.6 | ) | (343.8 | ) | (550.3 | ) | (484.8 | ) |
| Acquisitions of subsidiaries | | 21.5 | | 21.3 | | – | | 117.1 | |
| Foreign exchange effect and other | | (41.6 | ) | 3.7 | | 14.2 | | 8.3 | |
| |
| |
| |
| |
| |
Balance – December 31 | | 1,192.1 | | 1,151.1 | | 527.4 | | 605.3 | |
| |
| |
| |
| |
| |
11. Deferred Premium Acquisition Costs
Changes in deferred premium acquisition costs for the years ended December 31 were as follows:
| | 2013
| | 2012
| |
---|
Balance – January 1 | | 463.1 | | 415.9 | |
| Acquisition costs deferred | | 1,305.3 | | 1,312.9 | |
| Amortization of deferred costs | | (1,300.2 | ) | (1,269.8 | ) |
| Foreign exchange effect and other | | (5.8 | ) | 4.1 | |
| |
| |
| |
Balance – December 31 | | 462.4 | | 463.1 | |
| |
| |
| |
68
12. Goodwill and Intangible Assets
Goodwill and intangible assets were comprised as follows:
| | Goodwill
| | Intangible assets subject to amortization
| | Intangible assets not subject to amortization
| | Total
| |
---|
| |
| | Customer and broker relationships
| | Computer software
| | Other
| | Brand names
| | Other
| |
| |
---|
Balance – January 1, 2013 | | 791.1 | | 254.5 | | 82.5 | | 4.2 | | 122.3 | | 66.6 | | 1,321.2 | |
| Additions | | 83.2 | | 14.2 | | 27.2 | | 32.1 | | 10.6 | | – | | 167.3 | |
| Disposals | | – | | – | | (0.9 | ) | – | | (65.7 | ) | – | | (66.6 | ) |
| Amortization and impairment of intangible assets | | – | | (19.6 | ) | (48.5 | ) | (1.3 | ) | – | | – | | (69.4 | ) |
| Foreign exchange effect | | (23.0 | ) | (6.1 | ) | (1.1 | ) | – | | (4.9 | ) | (5.6 | ) | (40.7 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2013 | | 851.3 | | 243.0 | | 59.2 | | 35.0 | | 62.3 | | 61.0 | | 1,311.8 | |
| |
| |
| |
| |
| |
| |
| |
| |
Gross carrying amount | | 851.3 | | 314.9 | | 161.8 | | 41.6 | | 62.3 | | 61.0 | | 1,492.9 | |
Accumulated amortization | | – | | (71.9 | ) | (94.0 | ) | (6.6 | ) | – | | – | | (172.5 | ) |
Accumulated impairment | | – | | – | | (8.6 | ) | – | | – | | – | | (8.6 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| | 851.3 | | 243.0 | | 59.2 | | 35.0 | | 62.3 | | 61.0 | | 1,311.8 | |
| |
| |
| |
| |
| |
| |
| |
| |
| | Goodwill
| | Intangible assets subject to amortization
| | Intangible assets not subject to amortization
| | Total
| |
---|
| |
| | Customer and broker relationships
| | Computer software
| | Other
| | Brand names
| | Other
| |
| |
---|
Balance – January 1, 2012 | | 696.3 | | 271.1 | | 67.8 | | 2.6 | | 59.6 | | 17.8 | | 1,115.2 | |
| Additions | | 88.1 | | – | | 32.1 | | 1.8 | | 64.0 | | 48.0 | | 234.0 | |
| Disposals | | – | | – | | – | | – | | (3.0 | ) | – | | (3.0 | ) |
| Amortization of intangible assets | | – | | (18.4 | ) | (17.9 | ) | (0.2 | ) | – | | – | | (36.5 | ) |
| Foreign exchange effect | | 6.7 | | 1.8 | | 0.5 | | – | | 1.7 | | 0.8 | | 11.5 | |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2012 | | 791.1 | | 254.5 | | 82.5 | | 4.2 | | 122.3 | | 66.6 | | 1,321.2 | |
| |
| |
| |
| |
| |
| |
| |
| |
Gross carrying amount | | 794.7 | | 308.1 | | 168.4 | | 9.6 | | 122.3 | | 66.6 | | 1,469.7 | |
Accumulated amortization | | – | | (53.6 | ) | (77.3 | ) | (5.4 | ) | – | | – | | (136.3 | ) |
Accumulated impairment | | (3.6 | ) | – | | (8.6 | ) | – | | – | | – | | (12.2 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| | 791.1 | | 254.5 | | 82.5 | | 4.2 | | 122.3 | | 66.6 | | 1,321.2 | |
| |
| |
| |
| |
| |
| |
| |
| |
69
Goodwill and intangible assets are allocated to the respective cash-generating units ("CGUs") as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Goodwill
| | Intangible assets
| | Total
| | Goodwill
| | Intangible assets
| | Total
|
---|
Zenith National | | 317.6 | | 145.9 | | 463.5 | | 317.6 | | 155.1 | | 472.7 |
Northbridge | | 102.7 | | 75.2 | | 177.9 | | 109.6 | | 115.8 | | 225.4 |
OdysseyRe | | 104.2 | | 64.7 | | 168.9 | | 104.2 | | 60.2 | | 164.4 |
Crum & Forster | | 108.7 | | 78.4 | | 187.1 | | 87.5 | | 62.2 | | 149.7 |
Thomas Cook India | | 78.6 | | 45.6 | | 124.2 | | 88.7 | | 51.5 | | 140.2 |
U.S. Runoff | | 34.4 | | 11.6 | | 46.0 | | – | | 5.3 | | 5.3 |
IKYA | | 24.5 | | 21.9 | | 46.4 | | – | | – | | – |
All other | | 80.6 | | 17.2 | | 97.8 | | 83.5 | | 80.0 | | 163.5 |
| |
| |
| |
| |
| |
| |
|
| | 851.3 | | 460.5 | | 1,311.8 | | 791.1 | | 530.1 | | 1,321.2 |
| |
| |
| |
| |
| |
| |
|
At December 31, 2013 consolidated goodwill of $851.3 and intangible assets of $460.5 (principally related to the value of customer and broker relationships and brand names) was comprised primarily of amounts arising on the acquisitions of American Safety, Hartville and IKYA during 2013, the acquisition of Thomas Cook India during 2012, the acquisitions of First Mercury, Pacific Insurance and Sporting Life during 2011, the acquisition of Zenith National during 2010 and the privatizations of Northbridge and OdysseyRe during 2009. Impairment tests for goodwill and intangible assets not subject to amortization were completed in 2013 and it was concluded that no impairment had occurred.
When testing for impairment, the recoverable amount of a CGU is calculated as the higher of value in use and fair value less costs to sell. The recoverable amount of each CGU was based on fair value less costs to sell, determined on the basis of market prices, where available, or discounted cash flow models. Cash flow projections covering a five year period were derived from financial budgets approved by management. Cash flows beyond the five year period were extrapolated using estimated growth rates which do not exceed the long term average past growth rate for the business in which each CGU operates.
A number of other assumptions and estimates including forecasts of operating cash flows, premium volumes, expenses and working capital requirements were required to be incorporated into the discounted cash flow models. Forecasts of future cash flows are based on the best estimates of future premiums or revenue, operating expenses using historical trends, general geographical market conditions, industry trends and forecasts and other available information. These assumptions are subject to review by management. The cash flow forecasts are adjusted by applying appropriate discount rates within a range of 9.3% to 12.1% for insurance business and 13.1% to 19.7% for non-insurance business. The weighted average growth rate used to extrapolate cash flows beyond five years was 3.0%. A reasonably possible change in any key assumption is not expected to cause the carrying value of any CGU to exceed its recoverable amount.
70
13. Other Assets
Other assets were comprised as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Insurance and reinsurance companies
| | Non- insurance companies
| | Total
| | Insurance and reinsurance companies
| | Non- insurance companies
| | Total
|
---|
Premises and equipment | | 133.4 | | 107.8 | | 241.2 | | 140.7 | | 119.2 | | 259.9 |
Accrued interest and dividends | | 136.7 | | – | | 136.7 | | 142.2 | | – | | 142.2 |
Income taxes refundable | | 103.3 | | 10.8 | | 114.1 | | 108.7 | | 1.2 | | 109.9 |
Receivables for securities sold but not yet settled | | 56.5 | | – | | 56.5 | | 51.9 | | – | | 51.9 |
Deferred compensation plans | | 49.1 | | – | | 49.1 | | 39.7 | | – | | 39.7 |
Pension assets | | 45.2 | | – | | 45.2 | | 25.1 | | – | | 25.1 |
Prepaid expenses | | 38.3 | | 6.7 | | 45.0 | | 34.2 | | 7.0 | | 41.2 |
Other reporting segment sales receivables | | – | | 101.1 | | 101.1 | | – | | 72.0 | | 72.0 |
Other reporting segment inventories | | – | | 79.2 | | 79.2 | | – | | 72.1 | | 72.1 |
Other | | 120.9 | | 58.9 | | 179.8 | | 121.2 | | 49.7 | | 170.9 |
| |
| |
| |
| |
| |
| |
|
| | 683.4 | | 364.5 | | 1,047.9 | | 663.7 | | 321.2 | | 984.9 |
| |
| |
| |
| |
| |
| |
|
Current | | 368.8 | | 202.2 | | 571.0 | | 375.6 | | 159.8 | | 535.4 |
Non-current | | 314.6 | | 162.3 | | 476.9 | | 288.1 | | 161.4 | | 449.5 |
| |
| |
| |
| |
| |
| |
|
| | 683.4 | | 364.5 | | 1,047.9 | | 663.7 | | 321.2 | | 984.9 |
| |
| |
| |
| |
| |
| |
|
14. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities were comprised as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Insurance and reinsurance companies
| | Non- insurance companies
| | Total
| | Insurance and reinsurance companies
| | Non- insurance companies
| | Total
|
---|
Payable to reinsurers | | 480.5 | | – | | 480.5 | | 640.1 | | – | | 640.1 |
Salaries and employee benefit liabilities | | 209.4 | | 8.9 | | 218.3 | | 178.5 | | 8.3 | | 186.8 |
Pension and post retirement liabilities | | 148.5 | | 18.4 | | 166.9 | | 164.9 | | 17.1 | | 182.0 |
Amounts withheld and accrued taxes67.0 | | 32.2 | | 99.2 | | 57.3 | | 30.9 | | 88.2 |
Ceded deferred premium acquisition costs | | 79.7 | | – | | 79.7 | | 90.9 | | – | | 90.9 |
Accrued commissions | | 67.6 | | 0.4 | | 68.0 | | 64.0 | | 0.4 | | 64.4 |
Accrued premium taxes | | 62.6 | | – | | 62.6 | | 70.1 | | – | | 70.1 |
Amounts payable to agents and brokers | | 61.8 | | – | | 61.8 | | 57.0 | | – | | 57.0 |
Accrued interest expense | | 36.4 | | 0.1 | | 36.5 | | 37.1 | | 0.1 | | 37.2 |
Accrued legal and professional fees | | 25.4 | | 0.6 | | 26.0 | | 37.9 | | 0.8 | | 38.7 |
Accounts payable for securities purchased but not yet settled | | 22.4 | | – | | 22.4 | | 64.1 | | – | | 64.1 |
Other reporting segment payables related to cost of sales | | – | | 87.3 | | 87.3 | | – | | 50.7 | | 50.7 |
Administrative and other | | 327.4 | | 63.8 | | 391.2 | | 245.1 | | 62.4 | | 307.5 |
| |
| |
| |
| |
| |
| |
|
| | 1,588.7 | | 211.7 | | 1,800.4 | | 1,707.0 | | 170.7 | | 1,877.7 |
| |
| |
| |
| |
| |
| |
|
Current | | 985.9 | | 160.1 | | 1,146.0 | | 1,043.2 | | 121.0 | | 1,164.2 |
Non-current | | 602.8 | | 51.6 | | 654.4 | | 663.8 | | 49.7 | | 713.5 |
| |
| |
| |
| |
| |
| |
|
| | 1,588.7 | | 211.7 | | 1,800.4 | | 1,707.0 | | 170.7 | | 1,877.7 |
| |
| |
| |
| |
| |
| |
|
71
15. Subsidiary Indebtedness, Long Term Debt and Credit Facilities
| | December 31, 2013
| | December 31, 2012
|
---|
| | Principal
| | Carrying value(a)
| | Fair value(b)
| | Principal
| | Carrying value(a)
| | Fair value(b)
|
---|
Subsidiary indebtedness – non-insurance companies(c) | | | | | | | | | | | | |
Ridley secured revolving facility at floating rate | | 4.8 | | 4.8 | | 4.8 | | 12.9 | | 12.8 | | 12.8 |
Thomas Cook India short term loans and bank overdraft primarily at fixed rates | | 6.0 | | 6.0 | | 6.0 | | 36.6 | | 36.6 | | 36.6 |
IKYA credit facilities and bank overdraft at floating rates | | 10.3 | | 10.3 | | 10.3 | | – | | – | | – |
Other loans primarily at floating rates | | 4.7 | | 4.7 | | 4.7 | | 2.7 | | 2.7 | | 2.7 |
| |
| |
| |
| |
| |
| |
|
| | 25.8 | | 25.8 | | 25.8 | | 52.2 | | 52.1 | | 52.1 |
| |
| |
| |
| |
| |
| |
|
Long term debt – holding company borrowings | | | | | | | | | | | | |
Fairfax unsecured notes: | | | | | | | | | | | | |
| 8.25% due October 1, 2015(3) | | 82.4 | | 82.3 | | 91.3 | | 82.4 | | 82.3 | | 94.2 |
| 7.75% due June 15, 2017(1) | | – | | – | | – | | 48.4 | | 46.8 | | 50.4 |
| 7.375% due April 15, 2018(3) | | 144.2 | | 144.0 | | 161.7 | | 144.2 | | 143.9 | | 165.9 |
| 7.50% due August 19, 2019 (Cdn$400.0)(4) | | 376.5 | | 373.8 | | 426.2 | | 401.7 | | 398.6 | | 461.8 |
| 7.25% due June 22, 2020 (Cdn$275.0)(4) | | 258.8 | | 257.2 | | 290.0 | | 276.2 | | 274.3 | | 314.5 |
| 5.80% due May 15, 2021(5) | | 500.0 | | 495.5 | | 507.0 | | 500.0 | | 494.9 | | 516.6 |
| 6.40% due May 25, 2021 (Cdn$400.0)(4) | | 376.5 | | 373.5 | | 400.9 | | 401.7 | | 398.3 | | 437.6 |
| 5.84% due October 14, 2022 (Cdn$450.0)(1)(2)(4) | | 423.5 | | 429.7 | | 427.3 | | 200.9 | | 199.5 | | 210.5 |
| 8.30% due April 15, 2026(3) | | 91.8 | | 91.5 | | 107.4 | | 91.8 | | 91.4 | | 112.2 |
| 7.75% due July 15, 2037(3) | | 91.3 | | 90.2 | | 93.9 | | 91.3 | | 90.2 | | 101.3 |
Trust preferred securities of subsidiaries(7) | | 9.1 | | 9.1 | | 9.2 | | 9.1 | | 9.1 | | 9.3 |
Purchase consideration payable(8) | | 144.2 | | 144.2 | | 144.2 | | 148.4 | | 148.4 | | 148.4 |
| |
| |
| |
| |
| |
| |
|
| | 2,498.3 | | 2,491.0 | | 2,659.1 | | 2,396.1 | | 2,377.7 | | 2,622.7 |
| |
| |
| |
| |
| |
| |
|
Long term debt – insurance and reinsurance companies | | | | | | | | | | | | |
OdysseyRe unsecured senior notes: | | | | | | | | | | | | |
| 7.65% due November 1, 2013(1) | | – | | – | | – | | 182.9 | | 182.3 | | 191.9 |
| 6.875% due May 1, 2015(6) | | 125.0 | | 124.5 | | 134.7 | | 125.0 | | 124.1 | | 136.9 |
| Series A, floating rate due March 15, 2021(9) | | 50.0 | | 49.9 | | 47.3 | | 50.0 | | 49.9 | | 45.1 |
| Series B, floating rate due March 15, 2016(9) | | 50.0 | | 49.9 | | 50.6 | | 50.0 | | 49.8 | | 50.5 |
| Series C, floating rate due December 15, 2021(10) | | 40.0 | | 39.9 | | 38.5 | | 40.0 | | 39.9 | | 36.7 |
First Mercury floating rate trust preferred securities due 2036 and 2037 | | 41.4 | | 41.4 | | 41.4 | | 41.4 | | 41.4 | | 41.4 |
Zenith National 8.55% redeemable debentures due August 1, 2028 | | 38.4 | | 38.1 | | 38.1 | | 38.4 | | 38.1 | | 38.1 |
Advent floating rate subordinated notes due June 3, 2035 | | 50.5 | | 49.0 | | 45.5 | | 49.8 | | 48.3 | | 42.8 |
Advent floating rate unsecured senior notes due 2026 | | 46.0 | | 44.6 | | 46.0 | | 46.0 | | 44.5 | | 46.0 |
American Safety floating rate trust preferred securities due December 15, 2035(1) | | 21.4 | | 22.2 | | 22.2 | | – | | – | | – |
| |
| |
| |
| |
| |
| |
|
| | 462.7 | | 459.5 | | 464.3 | | 623.5 | | 618.3 | | 629.4 |
| |
| |
| |
| |
| |
| |
|
Long term debt – non-insurance companies(c) | | | | | | | | | | | | |
Thomas Cook India debentures (INR 1.0 billion) at 10.52% due April 15, 2018(1) | | 16.2 | | 16.1 | | 16.1 | | – | | – | | – |
Other loans | | 2.2 | | 2.1 | | 2.1 | | 0.5 | | 0.5 | | 0.5 |
| |
| |
| |
| |
| |
| |
|
| | 18.4 | | 18.2 | | 18.2 | | 0.5 | | 0.5 | | 0.5 |
| |
| |
| |
| |
| |
| |
|
Long term debt | | 2,979.4 | | 2,968.7 | | 3,141.6 | | 3,020.1 | | 2,996.5 | | 3,252.6 |
| |
| |
| |
| |
| |
| |
|
Current | | 5.4 | | | | | | 235.8 | | | | |
Non-current | | 2,974.0 | | | | | | 2,784.3 | | | | |
| |
| | | | | |
| | | | |
| | 2,979.4 | | | | | | 3,020.1 | | | | |
| |
| | | | | |
| | | | |
- (a)
- Principal net of unamortized issue costs and discounts.
- (b)
- Based principally on quoted market prices with the remainder based on discounted cash flow models using market observable inputs (Levels 1 and 2 respectively in the fair value hierarchy).
- (c)
- These borrowings are non-recourse to the holding company.
72
- (1)
- During 2013 the company and its subsidiaries completed the following debt transactions:
- (a)
- On November 1, 2013 OdysseyRe repaid the $182.9 principal amount of its unsecured senior notes upon maturity.
- (b)
- On October 3, 2013 pursuant to the acquisition of American Safety Insurance Holdings, Ltd. ("American Safety") described in note 23, the company assumed the $35.5 carrying value of trust preferred securities issued by American Safety Capital Trust I, II, and III (statutory business trust subsidiaries of American Safety). On November 25, 2013 and December 31, 2013 American Safety redeemed all $8.0 and $5.0 principal amounts of its outstanding Trust I and Trust II preferred securities for cash consideration of $8.2 and $5.2 respectively.
- (c)
- On April 15, 2013 Thomas Cook India issued $18.3 (1.0 billion Indian rupees) principal amount of 10.52% debentures due 2018 at par value for net proceeds after commissions and expenses of $18.2 (993.1 million Indian rupees). Commissions and expenses of $0.1 (6.9 million Indian rupees) were included as part of the carrying value of the debt. The debentures are repayable in equal annual instalments of $6.1 (333.3 million Indian rupees) in each of 2016, 2017 and 2018.
- (d)
- On January 22, 2013 the company repurchased $12.2 principal amount of its unsecured senior notes due 2017 for cash consideration of $12.6. On March 11, 2013 the company redeemed the remaining $36.2 principal amount outstanding of its unsecured senior notes due 2017 for cash consideration of $37.7 and recorded a loss on repurchase of long term debt of $3.4 (inclusive of $1.5 of unamortized issue costs). The loss is reflected in other expenses in the consolidated statement of earnings.
- (e)
- On January 21, 2013 the company completed a public debt offering of Cdn$250.0 principal amount of a re-opening of unsecured senior notes due 2022 at an issue price of $103.854 (an effective yield of 5.33%) for net proceeds after commissions and expenses of $259.9 (Cdn$258.1). Commissions and expenses of $1.5 (Cdn$1.5) were included as part of the carrying value of the debt. Subsequent to this offering, an aggregate principal amount of Cdn$450.0 of Fairfax unsecured senior notes due 2022 was outstanding. The company has designated these senior notes as a hedge of a portion of its net investment in its Canadian subsidiaries.
- (2)
- During 2012 the company and its subsidiaries completed the following debt transactions:
- (a)
- On October 19, 2012 the company's runoff subsidiary TIG Insurance repaid for $200.0 of cash the $160.2 carrying value of its loan note issued in connection with its acquisition of General Fidelity in August 2010. Other expenses included a charge of $39.8 related to this transaction (which was accounted for as an extinguishment of debt), principally related to the release of $41.3 of unamortized issue costs and discounts.
- (b)
- On October 15, 2012 the company completed a public debt offering of Cdn$200.0 principal amount of 5.84% unsecured senior notes due October 14, 2022 at an issue price of $99.963 for net proceeds after discount, commissions and expenses of $203.0 (Cdn$198.6). Commissions and expenses of $1.3 (Cdn$1.3) were included as part of the carrying value of the debt. The company has designated these senior notes as a hedge of a portion of its net investment in its Canadian subsidiaries.
- (c)
- On May 15, 2012 Crum & Forster redeemed for $6.4 of cash the $6.2 principal amount of its unsecured senior notes due 2017.
- (d)
- On April 26, 2012 the company repaid the $86.3 principal amount of its unsecured senior notes upon maturity.
- (3)
- This debt has no provision for redemption prior to the contractual maturity date. During 2002 the company closed out the swaps for this debt and deferred the resulting gain which is amortized to earnings over the remaining term to maturity. The unamortized balance at December 31, 2013 was $22.8 (December 31, 2012 – $24.7).
- (4)
- Redeemable at the company's option, in whole or in part, at any time at the greater of (a) a specified redemption price based upon the then current yield of a Government of Canada bond with an equal term to maturity or (b) par.
- (5)
- Redeemable at the company's option, in whole or in part, at any time at a price equal to the greater of (a) 100% of the principal amount to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the
73
redemption date on a semi-annual basis at the treasury rate plus 50 basis points together, in each case, with accrued interest thereon to the date of redemption.
- (6)
- Redeemable at OdysseyRe's option at any time at a price equal to the greater of (a) 100% of the principal amount to be redeemed or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at the treasury rate plus 40 basis points together, in each case, with accrued interest thereon to the date of redemption.
- (7)
- TIG Holdings had issued 8.597% junior subordinated debentures to TIG Capital Trust (a statutory business trust subsidiary of TIG Holdings) which, in turn, issued 8.597% mandatory redeemable capital securities, maturing in 2027.
- (8)
- On December 16, 2002 the company acquired Xerox's 72.5% economic interest in TRG, the holding company of International Insurance Company ("IIC"), in exchange for payments over the next 15 years of $424.4 ($203.9 at December 16, 2002 using a discount rate of 9.0% per annum), payable approximately $5.0 a quarter from 2003 to 2017 and approximately $128.2 on December 16, 2017.
- (9)
- The Series A and Series B notes are callable by OdysseyRe on any interest payment date at their par value plus accrued and unpaid interest. The interest rate on each series of debenture is equal to three month LIBOR, which is calculated on a quarterly basis, plus 2.20%.
- (10)
- The Series C notes are callable by OdysseyRe on any interest payment date at their par value plus accrued and unpaid interest. The interest rate is equal to three month LIBOR plus 2.50% and is reset after every payment date.
Consolidated interest expense in 2013 of $211.2 (2012 – $208.2) was comprised of interest on long term debt and subsidiary indebtedness of $207.9 and $3.3 respectively (2012 – $206.0 and $2.2 respectively).
Principal repayments on long term debt are due as follows:
2014 | | 5.4 |
2015 | | 213.4 |
2016 | | 61.9 |
2017 | | 133.9 |
2018 | | 149.5 |
Thereafter | | 2,415.3 |
Credit Facilities
On December 18, 2012 Fairfax extended the term of its $300.0 unsecured revolving credit facility (the "credit facility") with a syndicate of lenders to December 31, 2016. As of December 31, 2013 no amounts had been drawn on the credit facility.
16. Total Equity
Equity attributable to shareholders of Fairfax
Authorized capital
The authorized share capital of the company consists of an unlimited number of preferred shares issuable in series, an unlimited number of multiple voting shares carrying ten votes per share and an unlimited number of subordinate voting shares carrying one vote per share.
Issued capital
Issued capital at December 31, 2013 included 1,548,000 (December 31, 2012 – 1,548,000) multiple voting shares and 20,865,653 (December 31, 2012 – 19,865,689) subordinate voting shares without par value prior to deducting 414,421 (December 31, 2012 – 369,048) subordinate voting shares reserved in treasury for share-based payment awards. The multiple voting shares are not publicly traded.
74
Common stock
The number of shares outstanding was as follows:
| | 2013
| | 2012
| |
---|
Subordinate voting shares – January 1 | | 19,496,641 | | 19,627,026 | |
| Issuances during the year | | 1,000,000 | | – | |
| Purchases for cancellation | | (36 | ) | – | |
| Net treasury shares acquired | | (45,373 | ) | (130,385 | ) |
| |
| |
| |
Subordinate voting shares – December 31 | | 20,451,232 | | 19,496,641 | |
Multiple voting shares – beginning and end of year | | 1,548,000 | | 1,548,000 | |
Interest in shares held through ownership interest in shareholder – beginning and end of year | | (799,230 | ) | (799,230 | ) |
| |
| |
| |
Common stock effectively outstanding – December 31 | | 21,200,002 | | 20,245,411 | |
| |
| |
| |
Preferred Stock
The number of preferred shares outstanding was as follows:
| | Series C
| | Series E
| | Series G
| | Series I
| | Series K
| | Total
|
---|
Balance – January 1, 2012 | | 10,000,000 | | 8,000,000 | | 10,000,000 | | 12,000,000 | | – | | 40,000,000 |
| Issuances during 2012 | | – | | – | | – | | – | | 9,500,000 | | 9,500,000 |
| |
| |
| |
| |
| |
| |
|
Balance – December 31, 2012 and 2013 | | 10,000,000 | | 8,000,000 | | 10,000,000 | | 12,000,000 | | 9,500,000 | | 49,500,000 |
| |
| |
| |
| |
| |
| |
|
The carrying value of preferred shares outstanding was as follows:
| | Series C
| | Series E
| | Series G
| | Series I
| | Series K
| | Total
|
---|
Balance – January 1, 2012 | | 227.2 | | 183.1 | | 235.9 | | 288.5 | | – | | 934.7 |
| Issuances during 2012 | | – | | – | | – | | – | | 231.7 | | 231.7 |
| |
| |
| |
| |
| |
| |
|
Balance – December 31, 2012 and 2013 | | 227.2 | | 183.1 | | 235.9 | | 288.5 | | 231.7 | | 1,166.4 |
| |
| |
| |
| |
| |
| |
|
75
The terms of the company's cumulative five-year rate reset preferred shares are as follows:
| | Initial redemption date
| | Number of shares issued
| | Stated capital
| | Liquidation preference per share
| | Fixed dividend rate per annum
|
---|
Series C(1) | | December 31, 2014 | | 10,000,000 | | Cdn $250.0 | | Cdn $25.00 | | 5.75% |
Series E(2) | | March 31, 2015 | | 8,000,000 | | Cdn $200.0 | | Cdn $25.00 | | 4.75% |
Series G(2) | | September 30, 2015 | | 10,000,000 | | Cdn $250.0 | | Cdn $25.00 | | 5.00% |
Series I(2) | | December 31, 2015 | | 12,000,000 | | Cdn $300.0 | | Cdn $25.00 | | 5.00% |
Series K(2) | | March 31, 2017 | | 9,500,000 | | Cdn $237.5 | | Cdn $25.00 | | 5.00% |
- (1)
- Series C preferred shares are redeemable by the company on the date specified in the table above and on each subsequent five-year anniversary date at Cdn$25.00 per share. Holders of unredeemed Series C preferred shares will have the right, at their option, to convert their shares into floating rate cumulative preferred shares Series D on December 31, 2014 and on each subsequent five-year anniversary date. The Series D preferred shares (of which none are currently issued) will have a dividend rate equal to the three-month Government of Canada Treasury Bill yield current on December 31, 2014 or any subsequent five-year anniversary plus 3.15%.
- (2)
- Series E, Series G, Series I and Series K preferred shares are redeemable by the company on the dates specified in the table above and on each subsequent five-year anniversary date at Cdn$25.00 per share. Holders of unredeemed Series E, Series G, Series I and Series K preferred shares will have the right, at their option, to convert their shares into floating rate cumulative preferred shares Series F (on March 31, 2015), Series H (on September 30, 2015), Series J (on December 31, 2015) and Series L (on March 31, 2017) respectively and on each subsequent five-year anniversary date. The Series F, Series H, Series J and Series L preferred shares (of which none are currently issued) will have a dividend rate equal to the three-month Government of Canada Treasury Bill yield current on March 31, 2015, September 30, 2015, December 31, 2015 and March 31, 2017, or any subsequent five-year anniversary plus 2.16%, 2.56%, 2.85% and 3.51% respectively.
Capital transactions
On March 21, 2012 the company issued 9,500,000 cumulative five-year rate reset preferred shares, Series K for Cdn$25.00 per share, resulting in net proceeds of $231.7 (Cdn$230.1) after commissions and expenses of $7.4 (Cdn$7.4). The terms of the Series K preferred shares are set out in footnote 2 to the table immediately preceding this paragraph.
Issuance and repurchase of shares
On November 15, 2013 the company issued 1 million subordinate voting shares at a price of Cdn$431.00 per share, resulting in net proceeds of $399.5 (Cdn$417.1) after commissions and expenses of $13.3 (Cdn$13.9).
During 2013 and 2012 the company did not repurchase for cancellation any subordinate voting shares under the terms of normal course issuer bids. During 2013 the company repurchased 36 shares (2012 – nil) for cancellation from former employees. The company also acquires its own subordinate voting shares on the open market for its share-based payment awards. During 2013 the company repurchased for treasury 45,373 subordinate voting shares (2012 – 130,385) for use in its share-based payment awards.
Dividends
Dividends paid by the company on its outstanding multiple voting and subordinate voting shares were as follows:
Date of declaration
| | Date of record
| | Date of payment
| | Dividend per share
| | Total cash payment
|
---|
January 3, 2014 | | January 21, 2014 | | January 28, 2014 | | $ | 10.00 | | $ | 215.7 |
January 4, 2013 | | January 22, 2013 | | January 29, 2013 | | $ | 10.00 | | $ | 205.5 |
January 4, 2012 | | January 19, 2012 | | January 26, 2012 | | $ | 10.00 | | $ | 205.8 |
76
Accumulated other comprehensive income (loss)
The amounts related to each component of accumulated other comprehensive income (loss) attributable to shareholders of Fairfax were as follows:
| | December 31, 2013
| | December 31, 2012
| |
---|
| | Pre-tax amount
| | Income tax (expense) recovery
| | After-tax amount
| | Pre-tax amount
| | Income tax (expense) recovery
| | After-tax amount
| |
---|
Items that may be subsequently reclassified to net earnings: | | | | | | | | | | | | | |
| Currency translation account | | 66.0 | | (7.2 | ) | 58.8 | | 136.6 | | (17.0 | ) | 119.6 | |
| Share of accumulated other comprehensive income (loss) of associates, excluding gains (losses) on defined benefit plans | | (15.8 | ) | (1.9 | ) | (17.7 | ) | (0.5 | ) | (4.3 | ) | (4.8 | ) |
| |
| |
| |
| |
| |
| |
| |
| | 50.2 | | (9.1 | ) | 41.1 | | 136.1 | | (21.3 | ) | 114.8 | |
| |
| |
| |
| |
| |
| |
| |
Items that will not be subsequently reclassified to net earnings: | | | | | | | | | | | | | |
| Share of gains (losses) on defined benefit plans of associates | | 12.5 | | (3.6 | ) | 8.9 | | – | | – | | – | |
| Gains (losses) on defined benefit plans | | 36.2 | | (7.8 | ) | 28.4 | | (9.2 | ) | 6.5 | | (2.7 | ) |
| |
| |
| |
| |
| |
| |
| |
| | 48.7 | | (11.4 | ) | 37.3 | | (9.2 | ) | 6.5 | | (2.7 | ) |
| |
| |
| |
| |
| |
| |
| |
Accumulated other comprehensive income (loss) attributable to shareholders of Fairfax | | 98.9 | | (20.5 | ) | 78.4 | | 126.9 | | (14.8 | ) | 112.1 | |
| |
| |
| |
| |
| |
| |
| |
Other comprehensive income (loss)
The amounts related to each component of consolidated other comprehensive income (loss) for the years ended December 31 were as follows:
| | 2013
| | 2012
| |
---|
| | Pre-tax amount
| | Income tax (expense) recovery
| | After-tax amount
| | Pre-tax amount
| | Income tax (expense) recovery
| | After-tax amount
| |
---|
Items that may be subsequently reclassified to net earnings: | | | | | | | | | | | | | |
| Change in unrealized foreign currency translation gains (losses) on foreign operations | | (174.2 | ) | 9.8 | | (164.4 | ) | 55.8 | | 3.4 | | 59.2 | |
| Change in gains (losses) on hedge of net investment in Canadian subsidiaries | | 96.9 | | – | | 96.9 | | (20.4 | ) | – | | (20.4 | ) |
| Share of other comprehensive income (loss) of associates, excluding gains (losses) on defined benefit plans | | (15.3 | ) | 2.4 | | (12.9 | ) | (7.7 | ) | (2.4 | ) | (10.1 | ) |
| |
| |
| |
| |
| |
| |
| |
| | (92.6 | ) | 12.2 | | (80.4 | ) | 27.7 | | 1.0 | | 28.7 | |
| |
| |
| |
| |
| |
| |
| |
Items that will not be subsequently reclassified to net earnings: | | | | | | | | | | | | | |
| Share of gains (losses) on defined benefit plans of associates | | 12.5 | | (3.6 | ) | 8.9 | | (11.6 | ) | 0.7 | | (10.9 | ) |
| Change in gains (losses) on defined benefit plans | | 45.8 | | (14.5 | ) | 31.3 | | (21.9 | ) | 4.7 | | (17.2 | ) |
| |
| |
| |
| |
| |
| |
| |
| | 58.3 | | (18.1 | ) | 40.2 | | (33.5 | ) | 5.4 | | (28.1 | ) |
| |
| |
| |
| |
| |
| |
| |
Other comprehensive income (loss) | | (34.3 | ) | (5.9 | ) | (40.2 | ) | (5.8 | ) | 6.4 | | 0.6 | |
| |
| |
| |
| |
| |
| |
| |
77
Non-controlling interests
Year ended December 31, 2013
In October 2013 the company contributed its 81.7% interest in Prime Restaurants to Cara Operations Limited, pursuant to the transaction described in note 23 and derecognized the non-controlling interests in Prime Restaurants ($13.4) from its consolidated balance sheet.
In May 2013 the company acquired a 58.0% economic interest in IKYA, pursuant to the transaction described in note 23, and recorded the non-controlling interests in IKYA ($13.9) on its consolidated balance sheet which represented the 42.0% of the proportionate share of the identifiable net assets of IKYA that was not acquired.
In May 2013 Thomas Cook India completed a private placement of newly issued common shares to qualified institutional buyers (other than existing shareholders of Thomas Cook India), pursuant to the transaction described in note 23 which reduced the company's ownership of Thomas Cook India from 87.1% at December 31, 2012 to 75.0% at December 31, 2013. The company recorded additional non-controlling interests in Thomas Cook India ($31.9) on its consolidated balance sheet as a result of the 12.1% change in the company's ownership.
Year ended December 31, 2012
In 2012 the company acquired 87.1% and 81.7% of the outstanding common shares of Thomas Cook India and Prime Restaurants respectively, pursuant to the transactions described in note 23, and recorded the non-controlling interests in Thomas Cook India ($12.8) and Prime Restaurants ($12.7 (Cdn$12.9)) on its consolidated balance sheet which represented the 12.9% and 18.3% respectively, of the proportionate share of the identifiable net assets of those companies which were not acquired.
17. Earnings per Share
Net earnings (loss) per share is calculated in the following table based upon the weighted average common shares outstanding:
| | 2013
| | 2012
| |
---|
Net earnings (loss) attributable to shareholders of Fairfax | | | (573.4 | ) | | 526.9 | |
Preferred share dividends | | | (60.8 | ) | | (60.5 | ) |
| |
| |
| |
Net earnings (loss) attributable to common shareholders – basic and diluted | | | (634.2 | ) | | 466.4 | |
| |
| |
| |
Weighted average common shares outstanding – basic | | | 20,360,251 | | | 20,326,688 | |
Share-based payment awards(1) | | | – | | | 240,178 | |
| |
| |
| |
Weighted average common shares outstanding – diluted | | | 20,360,251 | | | 20,566,866 | |
| |
| |
| |
Net earnings (loss) per common share – basic | | $ | (31.15 | ) | $ | 22.95 | |
Net earnings (loss) per common share – diluted | | $ | (31.15 | ) | $ | 22.68 | |
- (1)
- Anti-dilutive share-based payment awards of 313,898 were excluded from the calculation of net loss per diluted common share in 2013.
78
18. Income Taxes
The company's provision for (recovery of) income taxes for the years ended December 31 was as follows:
| | 2013
| | 2012
| |
---|
Current income tax | | | | | |
| Current year expense | | 30.2 | | 90.9 | |
| Adjustments to prior years' income taxes | | (35.0 | ) | 7.3 | |
| |
| |
| |
| | (4.8 | ) | 98.2 | |
| |
| |
| |
Deferred income tax | | | | | |
| Origination and reversal of temporary differences | | (512.4 | ) | (4.6 | ) |
| Adjustments to prior years' deferred income taxes | | 77.2 | | 7.9 | |
| Other | | 3.4 | | 12.5 | |
| |
| |
| |
| | (431.8 | ) | 15.8 | |
| |
| |
| |
Provision for (recovery of) income taxes | | (436.6 | ) | 114.0 | |
| |
| |
| |
A significant portion of the company's earnings (loss) before income taxes is incurred outside of Canada. The statutory income tax rates for jurisdictions outside of Canada generally differ from the Canadian statutory income tax rate (and may be significantly higher or lower). The company's earnings (loss) before income taxes by jurisdiction and the associated provision for (recovery of) income taxes for the years ended December 31, 2013 and 2012 are summarized in the following table:
| | 2013
| | 2012
|
---|
| | Canada
| | U.S.(1)
| | Other
| | Total
| | Canada
| | U.S.(1)
| | Other
| | Total
|
---|
Earnings (loss) before income taxes | | (114.6 | ) | (1,061.5 | ) | 175.0 | | (1,001.1 | ) | (363.3 | ) | 446.7 | | 565.6 | | 649.0 |
Provision for (recovery of) income taxes | | (8.7 | ) | (464.3 | ) | 36.4 | | (436.6 | ) | (10.4 | ) | 85.8 | | 38.6 | | 114.0 |
| |
| |
| |
| |
| |
| |
| |
| |
|
Net earnings (loss) | | (105.9 | ) | (597.2 | ) | 138.6 | | (564.5 | ) | (352.9 | ) | 360.9 | | 527.0 | | 535.0 |
| |
| |
| |
| |
| |
| |
| |
| |
|
- (1)
- Principally comprised of the U.S. Insurance and Reinsurance reporting segments (notwithstanding that certain operations of OdysseyRe conduct business outside of the U.S.), U.S. Runoff and other associated holding company results.
Pre-tax profitability in the U.S. and Other decreased in 2013 compared to 2012, primarily reflecting net unrealized investment losses on bonds and equity hedges, partially offset by improvements in underwriting profitability year-over-year. Pre-tax profitability in Canada increased in 2013 compared to 2012, primarily due to lower investment losses year-over-year at the Canadian holding companies.
79
Reconciliations of the provision for (recovery of) income taxes calculated at the Canadian statutory income tax rate to the provision for (recovery of) income taxes at the effective tax rate in the consolidated financial statements for the years ended December 31, 2013 and 2012 are summarized in the following table:
| | 2013
| | 2012
| |
---|
Canadian statutory income tax rate | | 26.5 | % | 26.5 | % |
| |
| |
| |
Provision for (recovery of) income taxes at the Canadian statutory income tax rate | | (265.3 | ) | 172.0 | |
Non-taxable investment income | | (166.4 | ) | (155.5 | ) |
Tax rate differential on income and losses incurred outside Canada | | (125.0 | ) | (14.0 | ) |
Provision (recovery) relating to prior years | | (25.2 | ) | 15.3 | |
Change in unrecorded tax benefit of losses and temporary differences | | 107.7 | | 65.7 | |
Foreign exchange | | 18.9 | | 1.5 | |
Change in tax rate for deferred income taxes | | 2.6 | | (2.8 | ) |
Non-deductible loss on extinguishment of long-term debt | | – | | 17.6 | |
Other including permanent differences | | 16.1 | | 14.2 | |
| |
| |
| |
Provision for (recovery of) income taxes | | (436.6 | ) | 114.0 | |
| |
| |
| |
Non-taxable investment income is principally comprised of dividend income, non-taxable interest income and the 50% of net capital gains which are not taxable in Canada.
The tax rate differential on income and losses incurred outside Canada of $125.0 in 2013 principally reflected significant pre-tax net unrealized investment losses on bonds and equity hedges in the U.S., where the statutory income tax rate is significantly higher than the Canadian statutory income tax rate. The tax rate differential on income and losses incurred outside Canada of $14.0 in 2012 principally reflected the gain recognized on the sale of Cunningham Lindsey (included in Other in the table above setting out the company's earnings (loss) before income taxes by jurisdiction) which was taxed at a rate significantly lower than the Canadian statutory income tax rate, partially offset by pre-tax earnings in the U.S. where the statutory income tax rate is significantly higher than the Canadian statutory income tax rate.
The change in unrecorded tax benefit of losses and temporary differences was primarily comprised as follows: During 2013 the company did not record deferred tax assets in Canada of $45.8 (2012 – $106.0) because the related pre-tax losses did not meet the applicable recognition criteria under IFRS. In addition, the company de-recognized $50.0 of U.S. foreign tax credits which had been recorded as deferred tax assets in prior years, after determining that it was no longer probable that those tax credits could be utilized prior to expiration. During 2012 European runoff (included in Other in the table above setting out the company's earnings (loss) before income taxes by jurisdiction) utilized previously unrecorded deferred tax assets of $50.2.
The provision (recovery) relating to prior years decreased by $40.5 on a year-over-year basis, primarily due to the release of provisions following the completion of Canadian and U.S. federal and state income tax audits.
The non-deductible loss on extinguishment of long term debt in 2012 related to the loss recorded on the repayment of the TIG Note, which was not deductible for tax purposes.
Income taxes refundable and payable were as follows:
| | December 31, 2013
| | December 31, 2012
| |
---|
Income taxes refundable | | 114.1 | | 109.9 | |
Income taxes payable | | (80.1 | ) | (70.5 | ) |
| |
| |
| |
Net income taxes refundable | | 34.0 | | 39.4 | |
| |
| |
| |
80
Changes in net income taxes refundable (payable) during the years ended December 31 were as follows:
| | 2013
| | 2012
| |
---|
Balance – January 1 | | 39.4 | | 63.8 | |
| Amounts recorded in the consolidated statements of earnings | | 4.8 | | (98.2 | ) |
| Payments made (refunds received) during the year | | (19.9 | ) | 69.2 | |
| Acquisition of subsidiaries | | 10.3 | | (1.4 | ) |
| Foreign exchange effect and other | | (0.6 | ) | 6.0 | |
| |
| |
| |
Balance – December 31 | | 34.0 | | 39.4 | |
| |
| |
| |
The following table presents the gross movement in the net deferred income tax asset during the years ended December 31:
| | 2013
| |
---|
| | Operating and capital losses
| | Provision for losses and loss adjustment expenses
| | Provision for unearned premiums
| | Deferred premium acquisition costs
| | Intan- gibles
| | Invest- ments
| | Tax credits
| | Other
| | Total
| |
---|
Balance – January 1, 2013 | | 397.2 | | 344.1 | | 82.8 | | (68.5 | ) | (137.9 | ) | (239.8 | ) | 158.6 | | 71.1 | | 607.6 | |
| Amounts recorded in the consolidated statement of earnings | | 304.9 | | (14.6 | ) | 7.3 | | (12.9 | ) | 17.0 | | 193.1 | | (53.1 | ) | (9.9 | ) | 431.8 | |
| Amounts recorded in total equity | | – | | – | | – | | – | | – | | 8.0 | | – | | (18.0 | ) | (10.0 | ) |
| Acquisition of subsidiary (note 23) | | 1.2 | | 7.2 | | 4.6 | | – | | (19.1 | ) | – | | – | | (0.4 | ) | (6.5 | ) |
| Foreign exchange effect and other | | (12.4 | ) | (1.8 | ) | 0.2 | | (0.7 | ) | 8.2 | | (3.6 | ) | – | | 2.2 | | (7.9 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2013 | | 690.9 | | 334.9 | | 94.9 | | (82.1 | ) | (131.8 | ) | (42.3 | ) | 105.5 | | 45.0 | | 1,015.0 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | 2012
| |
---|
| | Operating and capital losses
| | Provision for losses and loss adjustment expenses
| | Provision for unearned premiums
| | Deferred premium acquisition costs
| | Intan- gibles
| | Invest- ments
| | Tax credits
| | Other
| | Total
| |
---|
Balance – January 1, 2012 | | 122.6 | | 354.5 | | 79.6 | | (64.9 | ) | (123.4 | ) | 1.2 | | 163.3 | | 95.3 | | 628.2 | |
| Amounts recorded in the consolidated statement of earnings | | 262.7 | | (18.1 | ) | 14.0 | | (16.1 | ) | 6.1 | | (242.7 | ) | (4.7 | ) | (17.0 | ) | (15.8 | ) |
| Amounts recorded in total equity | | – | | – | | – | | – | | – | | 1.1 | | – | | 5.4 | | 6.5 | |
| Acquisition of subsidiary (note 23) | | 11.0 | | 6.8 | | (10.6 | ) | 12.0 | | (19.9 | ) | – | | – | | (7.4 | ) | (8.1 | ) |
| Foreign exchange effect and other | | 0.9 | | 0.9 | | (0.2 | ) | 0.5 | | (0.7 | ) | 0.6 | | – | | (5.2 | ) | (3.2 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Balance – December 31, 2012 | | 397.2 | | 344.1 | | 82.8 | | (68.5 | ) | (137.9 | ) | (239.8 | ) | 158.6 | | 71.1 | | 607.6 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Management expects that the recorded deferred income tax asset will be realized in the normal course of operations. The most significant temporary differences included in the deferred income tax asset at December 31, 2013 related to operating and capital losses and provision for losses and loss adjustment expenses. The provision for losses and loss adjustment expenses is recorded on an undiscounted basis in these consolidated financial statements but is recorded on a discounted basis in certain jurisdictions for tax purposes.
Management reviews the recoverability of the deferred income tax asset on an ongoing basis and adjusts, as necessary, to reflect its anticipated realization. As at December 31, 2013 management has not recorded deferred income tax assets of $449.5 (December 31, 2012 – $271.4) related primarily to operating and capital losses and U.S. foreign tax credits. The losses for which deferred income tax assets have not been recorded are comprised of
81
$741.7 of losses in Canada (December 31, 2012 – $412.9), $485.9 of losses in Europe (December 31, 2012 – $473.2), $100.9 of losses in the U.S (December 31, 2012 – $44.3), and $50.0 of foreign tax credits in the U.S. (December 31, 2012 – nil). The losses in Canada expire between 2014 and 2033. The losses and foreign tax credits in the U.S. expire between 2020 and 2033. The losses in Europe do not have an expiry date.
Deferred income tax has not been recognized for the withholding tax and other taxes that could be payable on the unremitted earnings of certain subsidiaries. Unremitted earnings amounted to approximately $1.1 billion at December 31, 2013 (December 31, 2012 – $1.8 billion) and are not likely to be repatriated in the foreseeable future.
19. Statutory Requirements
The retained earnings of the company are largely represented by retained earnings at the insurance and reinsurance subsidiaries. The insurance and reinsurance subsidiaries are subject to certain requirements and restrictions under their respective insurance company Acts including minimum capital requirements and dividend restrictions. The company's capital requirements and management thereof are discussed in note 24. The company's share of dividends paid in 2013 by the subsidiaries which are eliminated on consolidation was $361.4 (2012 – $859.7). At December 31, 2013 the company had access to dividend capacity for dividend payment in 2014 at each of its primary operating companies as follows:
| | December 31, 2013
|
---|
Northbridge(1) | | 147.4 |
Crum & Forster | | 14.3 |
Zenith National | | 51.6 |
OdysseyRe | | 310.3 |
| |
|
| | 523.6 |
| |
|
- (1)
- Subject to prior regulatory approval.
20. Contingencies and Commitments
Lawsuits
On July 26, 2006 Fairfax filed a lawsuit seeking $6 billion in damages from a number of defendants who, the complaint (as subsequently amended) alleges, participated in a stock market manipulation scheme involving Fairfax shares. The complaint, filed in Superior Court, Morris County, New Jersey, alleges violations of various state laws, including the New Jersey Racketeer Influenced and Corrupt Organizations Act, pursuant to which treble damages may be available. On September 12, 2012, before trial, and consequently without having heard or made any determination on the facts, the Court dismissed the lawsuit on legal grounds. In October 2012 Fairfax filed an appeal of this dismissal, as it believes that the legal basis for the dismissal is incorrect. By the end of 2013, the briefs of all parties in connection with this appeal had been filed. The ultimate outcome of any litigation is uncertain. The financial effects, if any, of this lawsuit cannot be practicably determined at this time, and the company's consolidated financial statements include no anticipated recovery from the lawsuit.
Other
Subsidiaries of the company are defendants in several damage suits and have been named as third party in other suits. The uninsured exposure to the company is not considered to be material to the company's financial position, financial performance or cash flows.
OdysseyRe, Advent and RiverStone (UK) ("the Lloyd's participants") participate in Lloyd's through their 100% ownership of certain Lloyd's syndicates. The Lloyd's participants have pledged securities and cash, with a fair value of $623.8 and $33.2 respectively as at December 31, 2013, in deposit trust accounts in favour of Lloyd's based on certain minimum amounts required to support the liabilities of the syndicates as determined under the risk-based capital models and on approval by Lloyd's. Pledged securities and restricted cash consist primarily of bonds and subsidiary cash and short term investments respectively, included within portfolio investments on the consolidated balance sheet. The Lloyd's participants have the ability to substitute these securities with other securities subject to certain admissibility criteria. These pledged assets effectively secure the contingent obligations of the Lloyd's syndicates
82
should they not meet their obligations. The Lloyd's participants' contingent liability to Lloyd's is limited to the aggregate amount of the pledged assets and their obligation to support these liabilities will continue until such liabilities are settled or are reinsured by a third party approved by Lloyd's. The company believes that the syndicates for which the Lloyd's participants are capital providers maintain sufficient liquidity and financial resources to support their ultimate liabilities and does not anticipate that the pledged assets will be utilized.
The company's maximum capital commitments for potential investments in common stocks, limited partnerships and associates at December 31, 2013 totaled $648.3.
21. Pensions and Post Retirement Benefits
The company's subsidiaries have a number of arrangements in Canada, the United States and the United Kingdom that provide pension and post retirement benefits to retired and current employees. The holding company has no such arrangements or plans. Pension arrangements of the subsidiaries include defined benefit statutory pension plans, as well as supplemental arrangements that provide pension benefits in excess of statutory limits. These plans are a combination of defined benefit plans and defined contribution plans.
In addition to actuarial valuations for accounting purposes, subsidiaries of the company are required to prepare funding valuations for determination of their pension contributions. All of the defined benefit pension plans had a funding valuation performed during 2013.
The investment policy for the defined benefit pension plans is to invest prudently in order to preserve the investment asset value of the plans while seeking to maximize the return on those invested assets. The plans' assets as of December 31, 2013 and 2012 were invested principally in high quality fixed income securities and cash and short term investments.
Defined benefit pension plan assets at December 31, and the company's use of Level 1, Level 2 and Level 3 inputs (as described in note 3) in the valuation of those assets, were as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
| | Total fair value of plan assets
| | Quoted prices (Level 1)
| | Significant other observable inputs (Level 2)
| | Significant unobservable inputs (Level 3)
| | Total fair value of plan assets
| | Quoted prices (Level 1)
| | Significant other observable inputs (Level 2)
| | Significant unobservable inputs (Level 3)
|
---|
Equity instruments | | 218.3 | | 215.0 | | 3.3 | | – | | 236.7 | | 227.5 | | 3.5 | | 5.7 |
Fixed income securities | | 172.9 | | 85.2 | | 87.7 | | – | | 136.4 | | 73.3 | | 63.1 | | – |
Cash and short term investments | | 143.8 | | 143.8 | | – | | – | | 129.3 | | 118.2 | | 0.3 | | 10.8 |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 535.0 | | 444.0 | | 91.0 | | – | | 502.4 | | 419.0 | | 66.9 | | 16.5 |
| |
| |
| |
| |
| |
| |
| |
| |
|
83
The following tables set forth the funded status of the company's benefit plans along with amounts recognized in the company's consolidated financial statements for both defined benefit pension plans and post retirement benefit plans as at and for the years ended December 31.
| | Defined benefit pension plans
| | Post retirement benefit plans
| |
---|
| | 2013
| | 2012
| | 2013
| | 2012
| |
---|
Change in benefit obligation | | | | | | | | | |
Balance – January 1 | | 580.0 | | 493.9 | | 79.3 | | 76.4 | |
| Cost of benefits earned in the year | | 21.3 | | 19.1 | | 5.4 | | 4.7 | |
| Interest cost on benefit obligation | | 23.2 | | 23.5 | | 3.1 | | 3.2 | |
| Actuarial (gain) loss – participant experience | | 11.8 | | 1.7 | | (7.5 | ) | 2.2 | |
| Actuarial loss – change in demographic assumptions | | 9.7 | | 18.5 | | 0.8 | | 1.5 | |
| Actuarial (gain) loss – change in financial assumptions | | (33.0 | ) | 31.6 | | (3.2 | ) | (0.1 | ) |
| Benefits paid | | (18.7 | ) | (18.7 | ) | (2.8 | ) | (2.6 | ) |
| Plan amendments | | 0.1 | | – | | – | | (4.2 | ) |
| Curtailment | | – | | – | | 2.1 | | (2.3 | ) |
| Change in foreign currency exchange rates | | (15.0 | ) | 10.4 | | (1.2 | ) | 0.5 | |
| |
| |
| |
| |
| |
Balance – December 31 | | 579.4 | | 580.0 | | 76.0 | | 79.3 | |
| |
| |
| |
| |
| |
Change in fair value of plan assets | | | | | | | | | |
Balance – January 1 | | 502.4 | | 436.3 | | – | | – | |
| Interest income on plan assets | | 20.3 | | 19.9 | | – | | – | |
| Actuarial gain | | 25.7 | | 33.4 | | – | | – | |
| Plan administration expense | | (0.6 | ) | (0.7 | ) | – | | – | |
| Company contributions | | 20.7 | | 22.2 | | 2.7 | | 2.5 | |
| Plan participant contributions | | – | | – | | 0.1 | | 0.1 | |
| Benefits paid | | (18.7 | ) | (18.7 | ) | (2.8 | ) | (2.6 | ) |
| Change in foreign currency exchange rates | | (14.8 | ) | 10.0 | | – | | – | |
| |
| |
| |
| |
| |
Balance – December 31 | | 535.0 | | 502.4 | | – | | – | |
| |
| |
| |
| |
| |
Funded status of plans – (deficit) | | (44.4 | ) | (77.6 | ) | (76.0 | ) | (79.3 | ) |
Impact of asset ceiling | | (1.3 | ) | – | | – | | – | |
| |
| |
| |
| |
| |
Net accrued liability | | (45.7 | ) | (77.6 | ) | (76.0 | ) | (79.3 | ) |
| |
| |
| |
| |
| |
Amounts recognized in the consolidated balance sheet at December 31 | | | | | | | | | |
Other assets | | 45.2 | | 25.1 | | – | | – | |
Accounts payable and accrued liabilities | | (90.9 | ) | (102.7 | ) | (76.0 | ) | (79.3 | ) |
| |
| |
| |
| |
| |
Net accrued liability | | (45.7 | ) | (77.6 | ) | (76.0 | ) | (79.3 | ) |
| |
| |
| |
| |
| |
Weighted average assumptions used to determine benefit obligations | | | | | | | | | |
Discount rate | | 4.6 | % | 4.3 | % | 4.5 | % | 4.1 | % |
Rate of compensation increase | | 3.6 | % | 3.6 | % | 4.0 | % | 3.3 | % |
Assumed overall health care cost trend | | – | | – | | 7.6 | % | 7.8 | % |
84
The company's pension and post retirement expense for the years ended December 31 is comprised of the following:
| | Defined benefit pension plans
| | Post retirement benefit plans
| |
---|
| | 2013
| | 2012
| | 2013
| | 2012
| |
---|
Defined benefit pension and post retirement expense: | | | | | | | | | |
| Cost of benefits earned in the year, net of employee contributions | | 21.3 | | 19.1 | | 5.3 | | 4.6 | |
| Net interest expense | | 2.9 | | 3.6 | | 3.1 | | 3.2 | |
| Plan administration expense | | 0.6 | | 0.7 | | – | | – | |
| Plan amendments | | 0.1 | | – | | – | | (4.2 | ) |
| Curtailment and settlement | | – | | – | | 2.1 | | (2.3 | ) |
| |
| |
| |
| |
| |
Total benefit expense recognized in the consolidated statement of earnings | | 24.9 | | 23.4 | | 10.5 | | 1.3 | |
Defined contribution benefit expense | | 21.9 | | 19.3 | | – | | – | |
| |
| |
| |
| |
| |
| | 46.8 | | 42.7 | | 10.5 | | 1.3 | |
| |
| |
| |
| |
| |
The sensitivity of the defined benefit obligations to changes in key assumptions at December 31, 2013 are presented below on a weighted average basis. This analysis was performed on each individual defined benefit plan using the same methodology that was applied to determine the benefit obligation recognized in the consolidated balance sheet, while holding all other assumptions constant.
| | Impact on accumulated benefit obligation increase (decrease)
| |
---|
| | Change in assumption
| | Increase in assumption
| | Decrease in assumption
| |
---|
Defined benefit pension plans | | | | | | | |
Discount rate | | 0.5% | | (48.5 | ) | 53.8 | |
Rate of compensation increase | | 0.5% | | 9.7 | | (9.3 | ) |
Post retirement benefit plans | | | | | | | |
Discount rate | | 0.5% | | (5.3 | ) | 5.9 | |
Health care cost trend rate | | 1.0% | | 9.7 | | (7.9 | ) |
The assumed annual rate of increase in the per capita cost of covered benefits (i.e. health care cost trend rate) is 7.6% in 2014, decreasing to 4.7% by 2025 calculated on a weighted average basis.
During 2013 the company contributed $23.4 (2012 – $24.7) to its defined benefit pension and post retirement benefit plans. Based on the company's current expectations, the 2014 contributions to its defined benefit pension plans and post retirement benefit plans will be approximately $20.1 and $2.8 respectively.
22. Operating Leases
Aggregate future minimum commitments at December 31, 2013 under operating leases relating to premises, automobiles and equipment for various terms up to ten years were as follows:
2014 | | 72.9 |
2015 | | 66.6 |
2016 | | 53.6 |
2017 | | 44.1 |
2018 | | 41.8 |
Thereafter | | 139.7 |
85
23. Acquisitions and Divestitures
Subsequent to December 31, 2013
Acquisition of Keg Restaurants Limited
On February 4, 2014 the company completed the acquisition of 51.0% of the outstanding common shares of Keg Restaurants Limited ("The Keg") for cash purchase consideration of $76.7 (Cdn$85.0). The assets and liabilities and results of operations of The Keg will be consolidated in the Other reporting segment. The Keg franchises, owns and operates a network of premium dining restaurants across Canada and in select locations in the United States.
Year ended December 31, 2013
Disposition of Prime Restaurants Inc.
On October 31, 2013 the company contributed its 81.7% interest in Prime Restaurants Inc. ("Prime Restaurants") to Cara Operations Limited ("Cara") in exchange for Cara preferred shares and equity warrants with a combined fair value of $54.5 (Cdn$56.9). Subsequently, the company determined that it no longer controlled Prime Restaurants and de-consolidated Prime Restaurants from its consolidated financial reporting effective October 31, 2013, resulting in the recognition of a loss on disposition of $4.2 (Cdn$4.4) in 2013. In addition, the company made a cash contribution of $95.9 (Cdn$100.0) to Cara in exchange for Cara preferred shares, subordinated debt and equity warrants. The company's investment in Cara equity warrants represents potential voting interests of approximately 39.4% (equity warrants currently exercisable) and 48.5% (inclusive of equity warrants exercisable in two years) assuming all holders of Cara convertible securities (including those owned by the company) exercised their options to convert. The company determined that it had obtained significant influence over Cara effective October 31, 2013 but as the company did not hold any Cara common shares, the equity method of accounting could not be applied. The Cara preferred shares, subordinated debt and equity warrants are recorded as at FVTPL investments in holding company cash and investments and portfolio investments on the consolidated balance sheet.
Acquisition of American Safety Insurance Holdings, Ltd.
On October 3, 2013 the company acquired all of the outstanding common shares of American Safety Insurance Holdings, Ltd. ("American Safety") for $30.25 per share in cash, representing aggregate purchase consideration of $317.1. On October 8, 2013 the company sold American Safety's Bermuda-based reinsurance subsidiary ("AS Re") to an unrelated third party for net proceeds of $52.5. The renewal rights to certain lines of business formerly written by American Safety were assumed by Crum & Forster and Hudson representing estimated annual gross premiums written of $103. The remainder of American Safety's lines of business which did not meet Fairfax's underwriting criteria were placed into runoff under the supervision of the RiverStone group. The purchase consideration for this acquisition was financed internally by the company's runoff subsidiaries, Crum & Forster and Hudson and was partially defrayed by the proceeds received on the sale of AS Re ($52.5) and the receipt of a post-acquisition dividend of excess capital paid by American Safety ($123.7). Goodwill and intangible assets was comprised of $34.4 of goodwill and $24.5 of renewal rights. American Safety, a Bermuda-based holding company, underwrote specialty risks through its U.S.-based program administrator, American Safety Insurance Services, Inc., and its U.S. insurance and Bermuda reinsurance companies.
Acquisition of Hartville Group, Inc.
On July 3, 2013 Crum & Forster acquired a 100% interest in Hartville Group, Inc. ("Hartville") for cash purchase consideration of $34.0. The assets and liabilities and results of operations of Hartville were consolidated in the U.S. Insurance reporting segment. Goodwill and intangible assets was comprised of $21.2 of goodwill and $7.0 related to an operating license. Hartville markets and administers pet health insurance plans (including enrollment, claims, billing and customer service) and produces approximately $40 of gross premiums written annually.
Acquisition of IKYA Human Capital Solutions Private Limited
On May 14, 2013 Thomas Cook (India) Limited ("Thomas Cook India") acquired a 77.3% interest in IKYA Human Capital Solutions Private Limited ("IKYA") for purchase consideration of $46.8 (2,563.2 million Indian rupees). The assets and liabilities and results of operations of IKYA were consolidated in the Other reporting segment. Goodwill and intangible assets was comprised of $27.6 of goodwill, $14.2 of customer relationships, $10.6 of brand names and $0.2 of computer software. The identifiable assets acquired and liabilities assumed represented Fairfax's 58.0%
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economic interest in IKYA as a result of acquiring IKYA through 75.0%-owned Thomas Cook India. IKYA provides specialized human resources services to leading corporate clients in India.
Private Placement of Thomas Cook India Common Shares
On May 7, 2013 Thomas Cook India completed a private placement of 34,379,606 newly issued common shares at 53.50 Indian rupees per share to qualified institutional buyers (other than existing shareholders of Thomas Cook India) and received net proceeds of $32.9 (1,780.5 million Indian rupees) after expenses. The proceeds were used to partially finance the acquisition of IKYA as described in the preceding paragraph. This transaction reduced the company's ownership of Thomas Cook India from 87.1% at December 31, 2012 to 75.0%, thereby satisfying securities regulations in India stipulating that the company reduce its ownership interest in Thomas Cook India to 75.0% or less by August 2013.
The identifiable assets acquired and liabilities assumed in connection with the acquisitions described above are summarized in the table below.
| | American Safety
| | Hartville
| | IKYA
| |
---|
Acquisition date | | October 3, 2013 | | July 3, 2013 | | May 14, 2013 | |
Percentage of common shares acquired | | 100.0 | % | 100.0 | % | 58.0% | (1) |
Assets: | | | | | | | |
| Insurance contract receivables | | 21.5 | | 11.9 | | – | |
| Portfolio investments(2) | | 765.9 | | 4.9 | | 2.1 | |
| Recoverable from reinsurers | | 220.0 | | – | | – | |
| Deferred income taxes | | 3.8 | | – | | – | |
| Goodwill and intangible assets | | 58.9 | | 28.2 | | 52.6 | |
| Asset held for sale(3) | | 52.5 | | – | | – | |
| Other assets | | 10.8 | | 0.9 | | 52.5 | |
| |
| |
| |
| |
| | 1,133.4 | | 45.9 | | 107.2 | |
| |
| |
| |
| |
Liabilities: | | | | | | | |
| Subsidiary indebtedness | | – | | – | | 8.0 | |
| Accounts payable and accrued liabilities | | 69.7 | | 3.8 | | 31.0 | |
| Deferred income taxes | | – | | – | | 7.5 | |
| Funds withheld payable to reinsurers | | 58.9 | | – | | – | |
| Insurance contract liabilities | | 652.2 | | 8.1 | | – | |
| Long term debt(4) | | 35.5 | | – | | – | |
| |
| |
| |
| |
| | 816.3 | | 11.9 | | 46.5 | |
Non-controlling interests | | – | | – | | 13.9 | |
Purchase consideration | | 317.1 | | 34.0 | | 46.8 | |
| |
| |
| |
| |
| | 1,133.4 | | 45.9 | | 107.2 | |
| |
| |
| |
| |
- (1)
- Fairfax's 58.0% economic interest in IKYA as a result of acquiring a 77.3% interest in IKYA through 75.0%-owned Thomas Cook India.
- (2)
- Included in the carrying value of the acquired portfolio investments of American Safety, Hartville and IKYA were $485.7, $4.9 and $2.1 respectively of subsidiary unrestricted cash and cash equivalents.
- (3)
- Asset held for sale was comprised of the fair value of the net assets of American Safety's Bermuda-based reinsurance subsidiary sold to an unrelated third party on October 8, 2013 for net proceeds of $52.5.
- (4)
- Subsequent to the acquisition American Safety repaid $13.0 principal amount of its trust preferred securities for cash consideration of $13.4 as described in note 15.
The determinations of the fair value of assets and liabilities summarized in the preceding table are preliminary and may be revised when estimates and assumptions and the valuations of assets and liabilities are finalized within twelve months of the acquisition dates.
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Year ended December 31, 2012
Disposition of Cunningham Lindsey Group Limited
On December 10, 2012 the company sold all of its ownership interest in Cunningham Lindsey for net cash proceeds of $270.6 and recognized a net gain on investment of $167.0 (including amounts previously recorded in accumulated other comprehensive income). Defined benefit plan amounts related to Cunningham Lindsey were reclassified from accumulated other comprehensive income to retained earnings. Subsequent to the closing of this transaction, the company invested $34.4 in preferred shares of Cunningham Lindsey to become a 9.1% minority shareholder.
Acquisition of Brit Insurance Limited
On October 12, 2012 the company's UK runoff subsidiary, RiverStone Holdings Limited, completed the acquisition of a 100% interest in Brit Insurance Limited (renamed RiverStone Insurance Limited ("RiverStone Insurance") on October 15, 2012) for cash purchase consideration of $335.1 (208.3 British pound sterling). The purchase consideration for this acquisition was primarily financed internally by the company's runoff subsidiaries. The assets and liabilities and results of operations of RiverStone Insurance were consolidated within the Runoff reporting segment. RiverStone Insurance is located in London, England and wrote U.K. domestic and international insurance and reinsurance business prior to being placed into runoff early in 2012. The identifiable assets acquired and liabilities assumed in connection with the acquisition of RiverStone Insurance is summarized in the table following the next three paragraphs.
Acquisition of Thomas Cook (India) Limited
In 2012 the company acquired an 87.1% interest in Thomas Cook India for cash purchase consideration of $172.7 (9,626 million Indian rupees) pursuant to the following transactions: On August 14, 2012 the company acquired 76.7% of the common shares of Thomas Cook India from its U.K.-based parent company Thomas Cook Group plc, for cash purchase consideration of $146.6. The company was then required to make a tender offer to purchase the shares of the minority shareholders of Thomas Cook India pursuant to securities regulations in India. The tender offer resulted in the acquisition of an additional 10.4% of the common shares of Thomas Cook India for cash purchase consideration of $26.1. The assets and liabilities and results of operations of Thomas Cook India were consolidated within the Other reporting segment. Thomas Cook India is the largest integrated travel and travel-related financial services company in India, offering a broad range of services that include foreign exchange, corporate and leisure travel and insurance. The identifiable assets acquired and liabilities assumed in connection with the acquisition of Thomas Cook India is summarized in the table following the next two paragraphs. Goodwill and intangible assets was comprised of $87.2 of goodwill, $48.0 of operating licenses and $2.8 of computer software.
Additional investment in Thai Reinsurance Public Company Limited
On March 19, 2012 the company increased its ownership interest in Thai Reinsurance Public Company Limited ("Thai Re"), from 2.0% to 23.2% through participation in a Thai Re rights offering and a private placement of newly issued common shares for cash purchase consideration of $77.0 (2.4 billion Thai baht). Accordingly, on March 19, 2012 the company determined that it had obtained significant influence over Thai Re and commenced recording its investment in the common shares of Thai Re using the equity method of accounting on a prospective basis. Thai Re is headquartered in Bangkok, Thailand and provides reinsurance coverage for property, casualty, engineering, marine and life customers primarily in Thailand.
Acquisition of Prime Restaurants Inc.
On January 10, 2012 the company completed the acquisition of 100% of the issued and outstanding common shares of Prime Restaurants for a cash payment per share of $7.46 (Cdn$7.50 per common and restricted share plus funding of a special dividend payment of Cdn$0.08 per share made by Prime Restaurants to its common shareholders), representing aggregate cash purchase consideration of $68.5 (Cdn$69.6). Subsequent to the acquisition, certain key executives of Prime Restaurants invested a portion of the proceeds each received from the transaction (an aggregate amount of $11.8 (Cdn$11.9)) into common shares of Prime Restaurants, reducing Fairfax's net cash outflow to $56.7 (Cdn$57.7) and its ownership interest from 100% to 81.7%. The assets and liabilities and results of operations of Prime Restaurants were consolidated within the Other reporting segment. Goodwill and intangible assets was
88
comprised of $64.0 of trademarks. Prime Restaurants franchises, owns and operates a network of casual dining restaurants and pubs in Canada.
The identifiable assets acquired and liabilities assumed in connection with the acquisitions described above are summarized in the table below.
| | RiverStone Insurance
| | Thomas Cook India
| | Prime Restaurants
|
---|
Acquisition date | | October 12, 2012 | | August 14, 2012 | | January 10, 2012 |
Percentage of common shares acquired | | 100.0% | | 87.1% | | 81.7% |
Assets: | | | | | | |
| Insurance contract receivables | | 140.6 | | – | | – |
| Portfolio investments(1) | | 1,308.2 | | 40.8 | | 5.3 |
| Recoverable from reinsurers | | 883.4 | | – | | – |
| Deferred income taxes | | 8.3 | | – | | 6.6 |
| Goodwill and intangible assets | | – | | 138.0 | | 64.0 |
| Other assets | | 29.2 | | 138.3 | | 8.7 |
| |
| |
| |
|
| | 2,369.7 | | 317.1 | | 84.6 |
| |
| |
| |
|
Liabilities: | | | | | | |
| Subsidiary indebtedness(2) | | – | | 28.8 | | 3.1 |
| Accounts payable and accrued liabilities | | 194.1 | | 78.4 | | 12.1 |
| Income taxes payable | | – | | 1.4 | | – |
| Insurance contract liabilities | | 1,833.7 | | – | | – |
| Deferred income taxes | | – | | 23.0 | | – |
| |
| |
| |
|
| | 2,027.8 | | 131.6 | | 15.2 |
Non-controlling interests | | – | | 12.8 | | 12.7 |
Purchase consideration | | 335.1 | | 172.7 | | 56.7 |
| |
| |
| |
|
| | 2,362.9 | | 317.1 | | 84.6 |
| |
| |
| |
|
Excess of fair value of net assets acquired over purchase consideration | | 6.8 | | – | | – |
| |
| |
| |
|
- (1)
- Included in the carrying value of the acquired portfolio investments of RiverStone Insurance, Thomas Cook India and Prime Restaurants was $195.8, $38.3 and $5.3 respectively, of subsidiary unrestricted cash and cash equivalents.
- (2)
- Included in the carrying value of the assumed subsidiary indebtedness of Thomas Cook India was $5.7 of bank overdraft.
24. Financial Risk Management
Overview
The primary goals of the company's financial risk management are to ensure that the outcomes of activities involving elements of risk are consistent with the company's objectives and risk tolerance, while maintaining an appropriate balance between risk and reward and protecting the company's consolidated balance sheet from events that have the potential to materially impair its financial strength. The company's exposure to potential loss from its insurance and reinsurance operations and investment activities primarily relates to underwriting risk, credit risk, liquidity risk and various market risks. Balancing risk and reward is achieved through identifying risk appropriately, aligning risk tolerances with business strategy, diversifying risk, pricing appropriately for risk, mitigating risk through preventive controls and transferring risk to third parties. There were no significant changes in the types of the company's risk exposures or the processes used by the company for managing those risk exposures at December 31, 2013 compared to those identified at December 31, 2012, except as discussed below.
Financial risk management objectives are achieved through a two tiered system, with detailed risk management processes and procedures at the company's primary operating subsidiaries and its investment management subsidiary combined with the analysis of the company-wide aggregation and accumulation of risks at the holding company level. In addition, although the company and its operating subsidiaries have designated Chief Risk Officers, the company regards each Chief Executive Officer as the chief risk officer of his or her company: each Chief
89
Executive Officer is the individual ultimately responsible for risk management for his or her company and its subsidiaries.
The company's designated Chief Risk Officer reports on risk considerations to Fairfax's Executive Committee and provides a quarterly report to the Board of Directors on the key risk exposures. Management of Fairfax in consultation with the designated Chief Risk Officer approves certain policies for overall risk management, as well as policies addressing specific areas such as investments, underwriting, catastrophe risk and reinsurance. The Investment Committee approves policies for the management of market risk (including currency risk, interest rate risk and other price risk) and the use of derivative and non-derivative financial instruments, and monitors to ensure compliance with relevant regulatory guidelines and requirements. A discussion of the risks of the business (the risk factors and the management of those risks) is an agenda item for every regularly scheduled meeting of the Board of Directors.
Underwriting Risk
Underwriting risk is the risk that the total cost of claims, claims adjustment expenses and premium acquisition expenses will exceed premiums received and can arise as a result of numerous factors, including pricing risk, reserving risk and catastrophe risk. There were no significant changes to the company's exposure to underwriting risk or the framework used to monitor, evaluate and manage underwriting risk at December 31, 2013 compared to December 31, 2012.
Pricing risk arises because actual claims experience can differ adversely from the assumptions included in pricing calculations. Historically the underwriting results of the property and casualty industry have fluctuated significantly due to the cyclicality of the insurance market. The market cycle is affected by the frequency and severity of losses, levels of capacity and demand, general economic conditions and competition on rates and terms of coverage. The operating companies focus on profitable underwriting using a combination of experienced underwriting and actuarial staff, pricing models and price adequacy monitoring tools.
Reserving risk arises because actual claims experience can differ adversely from the assumptions included in setting reserves, in large part due to the length of time between the occurrence of a loss, the reporting of the loss to the insurer and the ultimate resolution of the claim. Claims provisions reflect expectations of the ultimate cost of resolution and administration of claims based on an assessment of facts and circumstances then known, a review of historical settlement patterns, estimates of trends in claims severity and frequency, legal theories of liability and other factors.
Variables in the reserve estimation process can be affected by both internal and external factors, such as trends relating to jury awards, economic inflation, medical inflation, worldwide economic conditions, tort reforms, court interpretations of coverage, the regulatory environment, underlying policy pricing, claims handling procedures, inclusion of exposures not contemplated at the time of policy inception and significant changes in severity or frequency of losses relative to historical trends. Due to the amount of time between the occurrence of a loss, the actual reporting of the loss and the ultimate payment for the loss, provisions may ultimately develop differently from the actuarial assumptions made when initially estimating the provision for claims. The company's provision for claims is reviewed separately by, and must be acceptable to, internal actuaries at each operating company, the Chief Risk Officer at Fairfax and one or more independent actuaries.
Catastrophe risk arises because property and casualty insurance companies may be exposed to large losses arising from man-made or natural catastrophes that could result in significant underwriting losses. The company evaluates potential catastrophic events and assesses the probability of occurrence and magnitude of these events predominantly through probable maximum loss ("PML") modeling techniques and through the aggregation of limits exposed. A wide range of events are simulated using the company's proprietary and commercial models, including single large events and multiple events spanning the numerous geographic regions in which the company operates.
Each of the operating companies has developed and applies strict underwriting guidelines for the amount of catastrophe exposure it may assume as a standalone entity for any one risk and location. Those guidelines are regularly monitored and updated by the operating companies. Each of the operating companies also manages catastrophe exposure by diversifying risk across geographic regions, catastrophe types and other lines of business, factoring in levels of reinsurance protection, adjusting the amount of business written based on capital levels and adhering to risk tolerances. The company's head office aggregates catastrophe exposure company-wide and
90
continually monitors the group exposure. The independent exposure limits for each entity in the group are aggregated to produce an exposure limit for the group as there is currently no model capable of simultaneously projecting the magnitude and probability of loss in all geographic regions in which the company operates. Currently the company's objective is to limit its company-wide catastrophe loss exposure such that one year's aggregate pre-tax net catastrophe losses would not exceed one year's normalized net earnings before income taxes. The company takes a long term view and generally considers a 15% return on common shareholders' equity, adjusted to a pre-tax basis, to be representative of one year's normalized net earnings. The modeled probability of aggregate catastrophe losses in any one year exceeding this amount is generally more than once in every 250 years.
To manage its exposure to underwriting risk, and the pricing, reserving and catastrophe risks contained therein, the company's operating companies have established limits for underwriting authority and the requirement for specific approvals for transactions involving new products or for transactions involving existing products which exceed certain limits of size or complexity. The company's objective of operating with a prudent and stable underwriting philosophy with sound reserving is also achieved through establishment of goals, delegation of authorities, financial monitoring, underwriting reviews and remedial actions to facilitate continuous improvement. The company purchases reinsurance protection for risks assumed when it is considered prudent and cost effective to do so, at the operating company level for specific exposures and, if needed, at the holding company level for aggregate exposures. The company also actively takes steps to reduce the volume of insurance and reinsurance underwritten on particular types of risks when it desires to reduce its direct exposure due to inadequate pricing.
As part of its overall risk management strategy, the company cedes insurance risk through proportional, non-proportional and facultative reinsurance treaties. With proportional reinsurance, the reinsurer shares a pro rata portion of the company's losses and premium, whereas with non-proportional reinsurance, the reinsurer assumes payment of the company's loss above a specified retention, subject to a limit. Facultative reinsurance is the reinsurance of individual risks as agreed by the company and the reinsurer.
The following summarizes the company's principal lines of business and the significant insurance risks inherent therein:
- •
- Property, which insures against losses to property from (among other things) fire, explosion, natural perils (for example earthquake, windstorm and flood), terrorism and engineering problems (for example, boiler explosion, machinery breakdown and construction defects). Specific types of property risks underwritten by the company include automobile, marine and aerospace;
- •
- Casualty, which insures against accidents, including workers' compensation and employers' liability, accident and health, medical malpractice, and umbrella coverage;
- •
- Specialty, which insures against other miscellaneous risks and liabilities that are not identified above; and
- •
- Reinsurance which includes, but is not limited to, property, casualty and liability exposures.
An analysis of revenue by line of business is included in note 25.
The table below shows the company's concentration of risk by region and line of business based on gross premiums written prior to giving effect to ceded reinsurance premiums. The company's exposure to general insurance risk varies by geographic region and may change over time. Premiums ceded to reinsurers (including retrocessions) by
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line of business amounted to $427.3 for property (2012 – $497.0), $575.9 for casualty (2012 – $508.8) and $187.7 for specialty (2012 – $198.4) for the year ended December 31, 2013.
| | Canada
| | United States
| | Asia(1)
| | International(2)
| | Total
|
---|
For the years ended December 31
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
|
---|
Property | | 573.3 | | 544.3 | | 1,238.9 | | 1,236.7 | | 351.6 | | 335.2 | | 525.7 | | 571.1 | | 2,689.5 | | 2,687.3 |
Casualty | | 552.3 | | 592.4 | | 2,548.3 | | 2,431.4 | | 237.1 | | 218.5 | | 416.2 | | 457.4 | | 3,753.9 | | 3,699.7 |
Specialty | | 118.2 | | 136.9 | | 197.3 | | 175.4 | | 244.7 | | 257.4 | | 223.5 | | 441.6 | | 783.7 | | 1,011.3 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Total | | 1,243.8 | | 1,273.6 | | 3,984.5 | | 3,843.5 | | 833.4 | | 811.1 | | 1,165.4 | | 1,470.1 | | 7,227.1 | | 7,398.3 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Insurance | | 1,164.7 | | 1,174.2 | | 3,148.0 | | 2,914.9 | | 398.2 | | 383.0 | | 368.0 | | 410.2 | | 5,078.9 | | 4,882.3 |
Reinsurance | | 79.1 | | 99.4 | | 836.5 | | 928.6 | | 435.2 | | 428.1 | | 797.4 | | 1,059.9 | | 2,148.2 | | 2,516.0 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | 1,243.8 | | 1,273.6 | | 3,984.5 | | 3,843.5 | | 833.4 | | 811.1 | | 1,165.4 | | 1,470.1 | | 7,227.1 | | 7,398.3 |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
- (1)
- The Asia geographic segment comprises countries located throughout Asia including China, India, the Middle East, Malaysia, Singapore and Thailand.
- (2)
- The International geographic segment comprises Australia and countries located in Africa, Europe and South America.
The table below shows the sensitivity of earnings from operations before income taxes and total equity after giving effect to a one percentage point increase in the loss ratio. The loss ratio is regarded as an additional GAAP measure and is calculated by the company with respect to its ongoing insurance and reinsurance operations as losses on claims (including losses and loss adjustment expenses) expressed as a percentage of net premiums earned. Such an increase could arise from higher frequency of losses, increased severity of losses, or from a combination of both. The sensitivity analysis presented below does not consider the probability of such changes to loss frequency or severity occurring or any non-linear effects of reinsurance and as a result, each additional percentage point increase in the loss ratio would result in a linear impact on earnings from operations before income taxes and total equity. In practice, the company monitors insurance risk by evaluating extreme scenarios with models which consider the non-linear effects of reinsurance.
| | Insurance
| | Reinsurance
| | Insurance and Reinsurance
|
---|
| | Northbridge
| | U.S.
| | Fairfax Asia
| | OdysseyRe
| | Other
|
---|
For the years ended December 31
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
|
---|
Impact of +1% increase in loss ratio on: | | | | | | | | | | | | | | | | | | | | |
| Earnings from operations before income taxes | | 9.9 | | 9.9 | | 19.3 | | 18.1 | | 2.6 | | 2.3 | | 23.7 | | 23.2 | | 4.4 | | 5.1 |
| Total equity | | 7.3 | | 7.3 | | 12.5 | | 11.8 | | 2.2 | | 2.0 | | 15.4 | | 15.1 | | 3.8 | | 4.4 |
Credit Risk
Credit risk is the risk of loss resulting from the failure of a counterparty to honour its financial obligations to the company. Credit risk arises predominantly with respect to cash and short term investments, investments in debt instruments, insurance contract receivables, recoverable from reinsurers and receivable from counterparties to derivative contracts (primarily total return swaps and CPI-linked derivatives). There were no significant changes to the company's exposure to credit risk (except as set out in the discussion which follows) or the framework used to monitor, evaluate and manage credit risk at December 31, 2013 compared to December 31, 2012.
92
The company's aggregate gross credit risk exposure at December 31, 2013 (without taking into account amounts held by the company as collateral) was comprised as follows:
| | December 31, 2013
| | December 31, 2012
|
---|
Cash and short term investments | | 8,011.4 | | 8,097.9 |
Bonds: | | | | |
| U.S., U.K., German, and Canadian sovereign government | | 2,134.7 | | 2,149.9 |
| Other sovereign government | | 620.5 | | 596.1 |
| Canadian provincials | | 164.7 | | 133.4 |
| U.S. states and municipalities | | 6,227.7 | | 6,867.8 |
| Corporate and other | | 1,405.2 | | 1,673.1 |
Derivatives and other invested assets: | | | | |
| Receivable from counterparties to derivative contracts | | 219.6 | | 169.7 |
Insurance contract receivables | | 2,017.0 | | 1,945.4 |
Recoverable from reinsurers | | 4,974.7 | | 5,290.8 |
Other assets | | 561.4 | | 506.7 |
| |
| |
|
Total gross credit risk exposure | | 26,336.9 | | 27,430.8 |
| |
| |
|
At December 31, 2013, the company had income taxes refundable of $114.1 (December 31, 2012 – $109.9).
Cash and Short Term Investments
The company's cash and short term investments (including at the holding company) are held at major financial institutions in the jurisdictions in which the operations are located. At December 31, 2013, 93.0% of these balances were held in Canadian and U.S. financial institutions, 2.3% in European financial institutions and 4.7% in other foreign financial institutions (December 31, 2012 – 94.5%, 2.4% and 3.1% respectively). The company monitors risks associated with cash and short term investments by regularly reviewing the financial strength and creditworthiness of these financial institutions and more frequently during periods of economic volatility. As a result of these reviews, the company may transfer balances from financial institutions where it perceives heightened credit risk to other institutions considered by management to be more stable.
Investments in Debt Instruments
The company's risk management strategy for debt instruments is to invest primarily in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to any one corporate issuer. While the company reviews third party credit ratings, it also carries out its own analysis and does not delegate the credit decision to rating agencies. The company endeavours to limit credit exposure by monitoring fixed income portfolio limits on individual corporate issuers and limits based on credit quality and may, from time to time, initiate positions in certain types of derivatives to further mitigate credit risk exposure.
As at December 31, 2013 the company had investments with a fair value of $8,298.0 (December 31, 2012 – $9,071.2) in bonds exposed to credit risk representing in the aggregate 33.4% (December 31, 2012 – 34.8%) of the total investment portfolio (all bonds included in Canadian provincials, U.S. states and municipalities, corporate and other, and other sovereign government, including Greek bonds purchased at deep discounts to par of $248.9 (December 31, 2012 – $173.5) and Polish bonds of $164.5 (December 31, 2012 – $124.4) purchased to match claims liabilities of Polish Re). As at December 31, 2013 and 2012, the company did not have any investments in bonds issued by Ireland, Italy, Portugal or Spain. The company considers its investment in sovereign bonds issued by the U.S., U.K., German and Canadian governments (including $1,669.6 (December 31, 2012 – $1,520.8) of U.S. treasury bonds), representing 9.1% (December 31, 2012 – 9.0%) of the total investment portfolio, to present only a nominal risk of default. The company's exposure to credit risk from its investment in debt securities remained substantially unchanged at December 31, 2013 compared to December 31, 2012 notwithstanding sales of higher yielding government and corporate bonds during 2013, the proceeds of which were reinvested into cash and short term investments. There were no other significant changes to the company's framework used to monitor, evaluate and manage credit risk at December 31, 2013 compared to December 31, 2012 with respect to the company's investments in debt securities.
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The composition of the company's fixed income portfolio classified according to the higher of each security's respective S&P and Moody's issuer credit rating is presented in the table that follows:
| | December 31, 2013
| | December 31, 2012
|
---|
Issuer Credit Rating
| | Amortized cost
| | Carrying value
| | %
| | Amortized cost
| | Carrying value
| | %
|
---|
AAA/Aaa | | 2,693.0 | | 2,533.8 | | 24.0 | | 2,487.4 | | 2,711.5 | | 23.7 |
AA/Aa | | 3,994.5 | | 4,472.8 | | 42.4 | | 4,201.5 | | 5,069.6 | | 44.4 |
A/A | | 2,135.8 | | 2,247.8 | | 21.3 | | 1,893.3 | | 2,266.0 | | 19.8 |
BBB/Baa | | 169.9 | | 177.4 | | 1.7 | | 237.9 | | 282.7 | | 2.5 |
BB/Ba | | 34.9 | | 44.6 | | 0.4 | | 38.9 | | 53.3 | | 0.5 |
B/B | | 447.3 | | 294.5 | | 2.8 | | 557.9 | | 448.8 | | 3.9 |
Lower than B/B and unrated | | 774.3 | | 781.9 | | 7.4 | | 572.5 | | 588.4 | | 5.2 |
| |
| |
| |
| |
| |
| |
|
Total | | 10,249.7 | | 10,552.8 | | 100.0 | | 9,989.4 | | 11,420.3 | | 100.0 |
| |
| |
| |
| |
| |
| |
|
There were no significant changes to the composition of the company's fixed income portfolio classified according to the higher of each security's respective S&P and Moody's issuer credit rating at December 31, 2013 compared to December 31, 2012, notwithstanding the increase in the category rated lower than B/B and unrated which reflected the purchase of certain convertible and corporate bonds. At December 31, 2013, 89.4% (December 31, 2012 – 90.4%) of the fixed income portfolio carrying value was rated investment grade, with 66.4% (December 31, 2012 – 68.1%) being rated AA or better (primarily consisting of government obligations). At December 31, 2013 holdings of fixed income securities in the ten issuers (excluding U.S., Canadian, U.K. and German sovereign government bonds) to which the company had the greatest exposure totaled $3,324.3 (December 31, 2012 – $3,562.6), which represented approximately 13.4% (December 31, 2012 – 13.7%) of the total investment portfolio. The exposure to the largest single issuer of corporate bonds held at December 31, 2013 was $250.0 (December 31, 2012 – $254.9), which represented approximately 1.0% (December 31, 2012 – 1.0%) of the total investment portfolio.
The consolidated investment portfolio included $6.2 billion (December 31, 2012 – $6.9 billion) of U.S. state and municipal bonds (approximately $4.8 billion tax-exempt, $1.4 billion taxable), almost all of which were purchased during 2008 and are owned in the subsidiary investment portfolios. A significant portion of the company's investment in U.S. state and municipal bonds, approximately $3.7 billion at December 31, 2013 (December 31, 2012 – $4.0 billion), are insured by Berkshire Hathaway Assurance Corp. for the payment of interest and principal in the event of issuer default; the company believes that this insurance significantly mitigates the credit risk associated with these bonds.
Counterparties to Derivative Contracts
Counterparty risk arises from the company's derivative contracts primarily in three ways: first, a counterparty may be unable to honour its obligation under a derivative contract and there may not be sufficient collateral pledged in favour of the company to support that obligation; second, collateral deposited by the company to a counterparty as a prerequisite for entering into certain derivative contracts (also known as initial margin) may be at risk should the counterparty face financial difficulty; and third, excess collateral pledged in favour of a counterparty may be at risk should the counterparty face financial difficulty (counterparties may hold excess collateral as a result of the timing of the settlement of the amount of collateral required to be pledged based on the fair value of a derivative contract).
The company endeavours to limit counterparty risk through the terms of agreements negotiated with the counterparties to its derivative contracts. Pursuant to these agreements, counterparties are contractually required to deposit eligible collateral in collateral accounts (subject to certain minimum thresholds) for the benefit of the company depending on the then current fair value of the derivative contracts, calculated on a daily basis. The company's exposure to risk associated with providing initial margin is mitigated where possible through the use of segregated third party custodian accounts whereby counterparties are permitted to take control of the collateral only in the event of default by the company.
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Agreements negotiated with counterparties provide for a single net settlement of all financial instruments covered by the agreement in the event of default by the counterparty, thereby permitting obligations owed by the company to a counterparty to be offset to the extent of the aggregate amount receivable by the company from that counterparty (the "net settlement arrangements"). The following table sets out the company's exposure to credit risk related to the counterparties to its derivative contracts, assuming all such counterparties are simultaneously in default:
| | December 31, 2013
| | December 31, 2012
| |
---|
Total derivative assets(1) | | 219.6 | | 169.7 | |
Impact of net settlement arrangements | | (136.1 | ) | (79.2 | ) |
Fair value of collateral deposited for the benefit of the company(2) | | (47.4 | ) | (56.5 | ) |
Excess collateral pledged by the company in favour of counterparties | | 123.1 | | 38.5 | |
Initial margin not held in segregated third party custodian accounts | | 60.0 | | 93.1 | |
| |
| |
| |
Net derivative counterparty exposure after net settlement and collateral arrangements | | 219.2 | | 165.6 | |
| |
| |
| |
- (1)
- Excludes exchange traded instruments comprised principally of equity and credit warrants and equity call options which are not subject to counterparty risk.
- (2)
- Net of $3.0 (December 31, 2012 – $3.9) of excess collateral pledged by counterparties.
The fair value of the collateral deposited for the benefit of the company at December 31, 2013 consisted of cash of $25.3 (December 31, 2012 – $22.1) and government securities of $25.1 (December 31, 2012 – $38.3). The company had not exercised its right to sell or repledge collateral at December 31, 2013.
Recoverable from Reinsurers
Credit exposure on the company's recoverable from reinsurers balance existed at December 31, 2013 to the extent that any reinsurer may not be able or willing to reimburse the company under the terms of the relevant reinsurance arrangements. The company has a process to regularly assess the creditworthiness of reinsurers with whom it transacts business. Internal guidelines generally require reinsurers to have strong A.M. Best ratings and maintain capital and surplus exceeding $500.0. Where contractually provided for, the company has collateral for outstanding balances in the form of cash, letters of credit, guarantees or assets held in trust accounts. This collateral may be drawn on when amounts remain unpaid beyond contractually specified time periods on an individual reinsurer basis.
The company's reinsurance security department conducts ongoing detailed assessments of current and potential reinsurers and annual reviews on impaired reinsurers, and provides recommendations for uncollectible reinsurance provisions for the group. The reinsurance security department also collects and maintains individual and group reinsurance exposures aggregated across the group. Most of the reinsurance balances for reinsurers rated B++ and lower or which are not rated were inherited by the company on acquisition of a subsidiary. The company's largest single reinsurer (Swiss Re America Corp.) represents 5.6% (December 31, 2012 – 5.5%) of shareholders' equity attributable to shareholders of Fairfax and is rated A+ by A.M. Best.
The company's gross exposure to credit risk from counterparties to its reinsurance contracts was lower at December 31, 2013 compared to December 31, 2012 principally as a result of normal cession and collection activity at Runoff including the commutation of a significant reinsurance recoverable balance. Changes that occurred in the provision for uncollectible reinsurance during the period are disclosed in note 9.
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The following table presents the gross recoverable from reinsurers classified according to the financial strength rating of the reinsurers. Pools and associations, shown separately, are generally government or similar insurance funds carrying limited credit risk.
| | December 31, 2013
| | December 31, 2012
| |
---|
A.M. Best Rating (or S&P equivalent)
| | Gross recoverable from reinsurers
| | Outstanding balances for which security is held
| | Net unsecured recoverable from reinsurers
| | Gross recoverable from reinsurers
| | Outstanding balances for which security is held
| | Net unsecured recoverable from reinsurers
| |
---|
A++ | | 263.5 | | 52.8 | | 210.7 | | 217.6 | | 31.8 | | 185.8 | |
A+ | | 1,774.4 | | 438.2 | | 1,336.2 | | 1,706.2 | | 413.0 | | 1,293.2 | |
A | | 1,533.7 | | 160.8 | | 1,372.9 | | 1,531.4 | | 216.4 | | 1,315.0 | |
A- | | 386.0 | | 195.7 | | 190.3 | | 475.3 | | 223.1 | | 252.2 | |
B++ | | 25.1 | | 4.2 | | 20.9 | | 34.3 | | 18.2 | | 16.1 | |
B+ | | 3.0 | | 0.1 | | 2.9 | | 29.5 | | 0.1 | | 29.4 | |
B or lower | | 78.8 | | 70.5 | | 8.3 | | 52.6 | | 52.0 | | 0.6 | |
Not rated | | 965.1 | | 568.9 | | 396.2 | | 1,362.0 | | 761.7 | | 600.3 | |
Pools and associations | | 173.9 | | 73.5 | | 100.4 | | 151.8 | | 82.2 | | 69.6 | |
| |
| |
| |
| |
| |
| |
| |
| | 5,203.5 | | 1,564.7 | | 3,638.8 | | 5,560.7 | | 1,798.5 | | 3,762.2 | |
Provision for uncollectible reinsurance | | (228.8 | ) | | | (228.8 | ) | (269.9 | ) | | | (269.9 | ) |
| |
| | | |
| |
| | | |
| |
Recoverable from reinsurers | | 4,974.7 | | | | 3,410.0 | | 5,290.8 | | | | 3,492.3 | |
| |
| | | |
| |
| | | |
| |
Liquidity Risk
Liquidity risk is the potential for loss if the company is unable to meet financial commitments in a timely manner at reasonable costs as they fall due. It is the company's policy to ensure that sufficient liquid assets are available to meet financial commitments, including liabilities to policyholders and debt holders, dividends on preferred shares and investment commitments. Cash flow analysis is performed on an ongoing basis at both the holding company and subsidiary company level to ensure that future cash needs are met or exceeded by cash flows generated from the ongoing operations.
The liquidity requirements of the holding company for 2014 principally relate to the payment of the $215.7 dividend on common shares ($10.00 per share paid January 2014), interest and corporate overhead expenses, preferred share dividends, income tax payments and potential cash outflows related to derivative contracts (described below).
The company believes that holding company cash and investments, net of holding company short sale and derivative obligations, provide adequate liquidity to meet the holding company's known obligations in 2014. In addition to these resources, the holding company expects to continue to receive investment management and administration fees from its insurance and reinsurance subsidiaries, investment income on its holdings of cash and investments, and dividends from its insurance and reinsurance subsidiaries. To further augment its liquidity, the holding company can draw upon its $300.0 unsecured revolving credit facility.
The liquidity requirements of the insurance and reinsurance subsidiaries principally relate to the liabilities associated with underwriting, operating costs and expenses, the payment of dividends to the holding company, contributions to their subsidiaries, payment of principal and interest on their outstanding debt obligations, income tax payments and certain derivative obligations (described below). Liabilities associated with underwriting include the payment of claims and direct commissions. Historically, the insurance and reinsurance subsidiaries have used cash inflows from operating activities (primarily the collection of premiums and reinsurance commissions) and investment activities (primarily repayments of principal, sales of investment securities and investment income) to fund their liquidity requirements. The insurance and reinsurance subsidiaries may also receive cash inflows from financing activities (primarily distributions received from their subsidiaries).
The company's insurance and reinsurance subsidiaries (and the holding company on a consolidated basis) focus on the stress that could be placed on liquidity requirements as a result of severe disruption or volatility in the capital markets or extreme catastrophe activity or the combination of both. The insurance and reinsurance subsidiaries
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maintain investment strategies intended to provide adequate funds to pay claims or withstand disruption or volatility in the capital markets without forced sales of investments. The insurance and reinsurance subsidiaries hold highly liquid, high quality short-term investment securities and other liquid investment grade fixed maturity securities to fund anticipated claim payments, operating expenses and commitments related to investments. At December 31, 2013 portfolio investments net of short sale and derivative obligations totaled $23.6 billion. These portfolio investments may include investments in inactively traded corporate debentures, preferred stocks, common stocks and limited partnership interests that are relatively illiquid. At December 31, 2013 these asset classes represented approximately 7.6% (December 31, 2012 – 5.4%) of the carrying value of the insurance and reinsurance subsidiaries' portfolio investments.
The insurance and reinsurance subsidiaries and the holding company may experience cash inflows or outflows (which at times could be significant) related to their derivative contracts, including collateral requirements and cash settlements of market value movements of total return swaps which have occurred since the most recent reset date. During 2013 the insurance and reinsurance subsidiaries and the holding company paid net cash of $1,615.4 (2012 – $603.6) and $67.8 (2012 – $220.5) respectively, in connection with long and short equity and equity index total return swap derivative contracts (excluding the impact of collateral requirements). During 2013 the company funded payments on its short equity and equity index total return swaps through sales of common stock and convertible bonds which had appreciated significantly.
The insurance and reinsurance subsidiaries typically fund such obligations from cash provided by operating activities (and may fund such obligations from sales of equity-related investments, the market value of which will generally vary inversely with the market value of short equity and equity index total return swaps). The holding company typically funds any such obligations from holding company cash and investments and its additional sources of liquidity as discussed above.
The following tables set out the maturity profile of the company's financial liabilities based on the expected undiscounted cash flows from the end of the year to the contractual maturity date or the settlement date:
December 31, 2013
| | Less than 3 months
| | 3 months to 1 year
| | 1 – 3 years
| | 3 – 5 years
| | More than 5 years
| | Total
|
---|
Subsidiary indebtedness – principal and interest | | 27.0 | | – | | – | | – | | – | | 27.0 |
Accounts payable and accrued liabilities(1) | | 789.1 | | 283.0 | | 284.4 | | 112.5 | | 73.6 | | 1,542.6 |
Funds withheld payable to reinsurers(2) | | 1.4 | | 107.0 | | 18.5 | | 7.0 | | 18.8 | | 152.7 |
Provision for losses and loss adjustment expenses | | 1,176.8 | | 3,469.9 | | 5,557.5 | | 3,770.4 | | 5,238.2 | | 19,212.8 |
Long term debt – principal | | 1.3 | | 4.1 | | 275.3 | | 283.4 | | 2,415.3 | | 2,979.4 |
Long term debt – interest | | 33.9 | | 163.1 | | 365.1 | | 337.7 | | 618.5 | | 1,518.3 |
| |
| |
| |
| |
| |
| |
|
| | 2,029.5 | | 4,027.1 | | 6,500.8 | | 4,511.0 | | 8,364.4 | | 25,432.8 |
| |
| |
| |
| |
| |
| |
|
December 31, 2012
| | Less than 3 months
| | 3 months to 1 year
| | 1 – 3 years
| | 3 – 5 years
| | More than 5 years
| | Total
|
---|
Subsidiary indebtedness – principal and interest | | 29.3 | | 22.1 | | 1.2 | | 1.1 | | – | | 53.7 |
Accounts payable and accrued liabilities(1) | | 615.4 | | 506.7 | | 313.3 | | 91.4 | | 73.9 | | 1,600.7 |
Funds withheld payable to reinsurers(2) | | 3.7 | | 97.9 | | 14.0 | | 11.0 | | 11.7 | | 138.3 |
Provision for losses and loss adjustment expenses | | 1,009.1 | | 3,566.9 | | 5,099.1 | | 3,172.1 | | 6,801.6 | | 19,648.8 |
Long term debt – principal | | 49.5 | | 186.3 | | 217.8 | | 57.7 | | 2,508.8 | | 3,020.1 |
Long term debt – interest | | 27.0 | | 171.2 | | 361.3 | | 330.7 | | 706.6 | | 1,596.8 |
| |
| |
| |
| |
| |
| |
|
| | 1,734.0 | | 4,551.1 | | 6,006.7 | | 3,664.0 | | 10,102.6 | | 26,058.4 |
| |
| |
| |
| |
| |
| |
|
- (1)
- Excludes pension and post retirement liabilities, ceded deferred premium acquisition costs and accrued interest. Operating lease commitments are described in note 22.
- (2)
- Excludes $308.5 relating to Crum & Forster which will be settled net of reinsurance recoverables resulting in no cash outflow (December 31, 2012 – $301.4).
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The timing of loss payments is not fixed and represents the company's best estimate. The payment obligations which are due beyond one year in accounts payable and accrued liabilities primarily relate to certain payables to brokers and reinsurers not expected to be settled in the short term. At December 31, 2013 the company had income taxes payable of $80.1 (December 31, 2012 – $70.5).
The following tables provide a maturity profile of the company's short sale and derivative obligations based on the expected undiscounted cash flows from the end of the year to the contractual maturity date or the settlement date:
December 31, 2013
| | Less than 3 months
| | 3 months to 1 year
| | Total
|
---|
Equity index total return swaps – short positions | | 123.8 | | – | | 123.8 |
Equity total return swaps – short positions | | 84.8 | | – | | 84.8 |
Equity total return swaps – long positions | | 7.5 | | – | | 7.5 |
Foreign exchange forward contracts | | 23.7 | | 19.1 | | 42.8 |
Other derivative contracts | | 9.5 | | – | | 9.5 |
| |
| |
| |
|
| | 249.3 | | 19.1 | | 268.4 |
| |
| |
| |
|
December 31, 2012
| | Less than 3 months
| | 3 months to 1 year
| | Total
|
---|
Equity index total return swaps – short positions | | 136.0 | | – | | 136.0 |
Equity total return swaps – short positions | | 55.1 | | – | | 55.1 |
Equity total return swaps – long positions | | 16.4 | | – | | 16.4 |
Foreign exchange forward contracts | | 9.5 | | 11.1 | | 20.6 |
Other derivative contracts | | 7.7 | | 2.4 | | 10.1 |
| |
| |
| |
|
| | 224.7 | | 13.5 | | 238.2 |
| |
| |
| |
|
Market Risk
Market risk (comprised of currency risk, interest rate risk and other price risk) is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The company is exposed to market risk principally in its investing activities but also in its underwriting activities to the extent that those activities expose the company to foreign currency risk. The company's investment portfolios are managed with a long term, value-oriented investment philosophy emphasizing downside protection. The company has policies to limit and monitor its individual issuer exposures and aggregate equity exposure. Aggregate exposure to single issuers and total equity positions are monitored at the subsidiary level and in aggregate at the company level. The following is a discussion of the company's primary market risk exposures and how those exposures are currently managed.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As interest rates rise, the fair value of fixed income investments decline and, conversely, as interest rates decline, the fair value of fixed income investments rise. In each case, the longer the maturity of the financial instrument, the greater the consequence of a change in interest rates. The company's interest rate risk management strategy is to position its fixed income securities portfolio based on its view of future interest rates and the yield curve, balanced with liquidity requirements. The company may reposition the portfolio in response to changes in the interest rate environment. At December 31, 2013 the company's investment portfolio included $10.6 billion of fixed income securities (measured at fair value) which are subject to interest rate risk. In the scenario where interest rates rise in the future, the company's exposure to interest rate risk increased modestly at December 31, 2013 compared to December 31, 2012, principally as a result of the interaction of the rise in interest rates in 2013 with the call features embedded in the majority of the company's tax exempt municipal bonds. The increase in interest rates year-over-year has reduced the likelihood that issuers will call these bonds prior to maturity to refinance at lower interest rates. At December 31, 2012 many of the company's tax exempt municipal bonds were
98
expected to be called prior to maturity while at December 31, 2013, many of those same bonds were expected to remain outstanding until their contractual maturity date. In the scenario where interest rates decline in the future, the potential for the company's bond portfolio to appreciate has diminished at December 31, 2013 compared to December 31, 2012, principally as a result of the rise in interest rates in 2013 which generally results in a decrease in the duration of the bond portfolio. There were no significant changes to the company's framework used to monitor, evaluate and manage interest rate risk at December 31, 2013 compared to December 31, 2012.
Movements in the term structure of interest rates affect the level and timing of recognition in earnings of gains and losses on fixed income securities held. Generally, the company's investment income may be reduced during sustained periods of lower interest rates as higher yielding fixed income securities are called, mature, or are sold and the proceeds are reinvested at lower rates. During periods of rising interest rates, the market value of the company's existing fixed income securities will generally decrease and gains on fixed income securities will likely be reduced. Losses are likely to be incurred following significant increases in interest rates. General economic conditions, political conditions and many other factors can also adversely affect the bond markets and, consequently, the value of the fixed income securities held. These risks are monitored by the company's senior portfolio managers along with the company's CEO and are considered when managing the consolidated bond portfolio and yield.
The table below displays the potential impact of changes in interest rates on the company's fixed income portfolio based on parallel 200 basis point shifts up and down, in 100 basis point increments. This analysis was performed on each individual security, with the hypothetical effect on net earnings calculated on an after-tax basis.
| | December 31, 2013
| | December 31, 2012
| |
---|
| | Fair value of fixed income portfolio
| | Hypothetical $ change effect on net earnings
| | Hypothetical % change in fair value
| | Fair value of fixed income portfolio
| | Hypothetical $ change effect on net earnings
| | Hypothetical % change in fair value
| |
---|
Change in Interest Rates | | | | | | | | | | | | | |
200 basis point increase | | 8,684.2 | | (1,275.5 | ) | (17.7 | ) | 9,766.7 | | (1,132.0 | ) | (14.5 | ) |
100 basis point increase | | 9,611.7 | | (643.2 | ) | (8.9 | ) | 10,522.5 | | (595.1 | ) | (7.6 | ) |
No change | | 10,552.8 | | – | | – | | 11,420.3 | | – | | – | |
100 basis point decrease | | 11,550.0 | | 684.9 | | 9.4 | | 12,493.2 | | 735.7 | | 9.4 | |
200 basis point decrease | | 12,721.0 | | 1,488.5 | | 20.5 | | 13,803.7 | | 1,635.3 | | 20.9 | |
Certain shortcomings are inherent in the method of analysis presented above. Computations of the prospective effects of hypothetical interest rate changes are based on numerous assumptions, including the maintenance of the level and composition of fixed income securities at the indicated date, and should not be relied on as indicative of future results. Actual values may differ from the projections presented should market conditions vary from assumptions used in the calculation of the fair value of individual securities; such variations include non-parallel shifts in the term structure of interest rates and a change in individual issuer credit spreads.
Market Price Fluctuations
Market price fluctuation is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or other factors affecting all similar financial instruments in the market. Changes to the company's exposure to equity price risk through its equity and equity-related holdings at December 31, 2013 compared to December 31, 2012 are described below.
The company holds significant investments in equities and equity-related securities. The market value and the liquidity of these investments are volatile and may vary dramatically either up or down in short periods, and their ultimate value will therefore only be known over the long term or on disposition. The company has economically hedged its equity and equity-related holdings (comprised of common stocks, convertible preferred stocks, convertible bonds, non-insurance investments in associates and equity-related derivatives) against a potential decline in equity markets by way of short positions effected through equity and equity index total return swaps, including short positions in certain individual equities and the Russell 2000 index, the S&P 500 index, the S&P/TSX 60 index and other equity indexes (the "indexes"). The company's economic equity hedges are structured to provide a return which is inverse to changes in the fair values of the indexes and certain individual equities.
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The company's equity and equity-related holdings after equity hedges produced net losses of $536.9 in 2013 compared to net gains of $113.2 in 2012. At December 31, 2013 equity hedges with a notional amount of $6,327.4 (December 31, 2012 – $7,668.5) represented 98.2% (December 31, 2012 – 101.0%) of the company's equity and equity-related holdings of $6,442.6 (December 31, 2012 – $7,594.0). In 2013, as a result of the significant appreciation of certain of its equity and equity-related holdings, the company reduced its direct equity exposure through net sales of common stocks and convertible bonds for net proceeds of $1,385.9 and reduced the notional amount of its long positions in individual equities effected through total return swaps by $1,031.3. The company also closed out a portion of its Russell 2000 and all of its S&P 500 equity index total return swaps and certain short positions in individual equities, with notional amounts of $3,254.1. By undertaking the transaction described above the company reduced its direct equity exposure and rebalanced its equity hedge ratio to approximately 100% at December 31, 2013, after giving consideration to net gains recognized on its equity and equity-related holdings and net losses incurred on its equity hedging instruments.
One risk of a hedging strategy (sometimes referred to as basis risk) is the risk that the fair value or cash flows of derivative instruments designated as economic hedges will not experience changes in exactly the opposite directions from those of the underlying hedged exposure. This imperfect correlation between the derivative instrument and underlying hedged exposure creates the potential for excess gains or losses in a hedging strategy. In the context of the company's equity hedges, the company expects that there may be periods when the notional amount of the equity hedges may exceed or be deficient relative to the company's equity price risk exposure as a result of the timing of opportunities to exit and enter hedges at attractive prices, decisions by the company to hedge an amount less than the company's full equity exposure or, as a result of any non-correlated performance of the equity hedges relative to the equity and equity-related holdings (basis risk).
In 2013 the impact of basis risk was pronounced compared to prior years as the performance of the company's equity and equity-related holdings lagged the performance of the economic equity hedges used to protect those holdings despite the notional amount of the company's equity hedges being closely matched to the fair value of the company's equity and equity-related holdings, primarily as a result of the increase in the Russell 2000 index (the index underlying a significant proportion of the company's short positions) being meaningfully greater than the gain in the company's equity and equity-related holdings.
The company's risk management objective when selecting a hedging instrument (including its equity index total return swaps) is to economically protect capital over potentially long periods of time and especially during periods of market turbulence. The company regularly monitors the effectiveness of its equity hedging program on a prospective and retrospective basis. Based on its historical observation, the company believes that its hedges of its equity and equity-related holdings will be effective in the medium to long term and especially in the event of a significant market correction. However, due to the lack of a perfect correlation between the derivative instruments and the hedged exposures, combined with other market uncertainties, it is not possible to predict the future impact of the company's hedging program related to equity risk.
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The following table summarizes the effect of the equity hedges and the equity and equity-related holdings on the company's financial position as at December 31, 2013 and December 31, 2012 and results of operations for the years ended December 31, 2013 and 2012:
| | December 31, 2013
| | December 31, 2012
| | Year ended December 31, 2013
| | Year ended December 31, 2012
| |
---|
| | Exposure/ Notional amount
| | Carrying value
| | Exposure/ Notional amount
| | Carrying value
| | Net earnings (pre-tax)
| | Net earnings (pre-tax)
| |
---|
Equity exposures: | | | | | | | | | | | | | |
| Common stocks | | 4,100.6 | | 4,100.6 | | 4,569.2 | | 4,569.2 | | 941.2 | | 697.6 | |
| Preferred stocks – convertible | | 479.0 | | 479.0 | | 415.0 | | 415.0 | | 64.7 | | (36.2 | ) |
| Bonds – convertible | | 408.5 | | 408.5 | | 426.4 | | 426.4 | | (2.6 | ) | 186.7 | |
| Investments in associates(1) | | 1,173.9 | | 1,041.9 | | 1,125.6 | | 959.3 | | 130.2 | | 196.8 | |
| Derivatives and other invested assets: | | | | | | | | | | | | | |
| | Equity total return swaps – long positions | | 263.5 | | 7.9 | | 1,021.8 | | (12.9 | ) | 293.9 | | 61.5 | |
| | Equity warrants and call options | | 17.1 | | 17.1 | | 36.0 | | 36.0 | | 17.7 | | 12.3 | |
| |
| |
| |
| |
| |
| |
| |
| Total equity and equity related holdings | | 6,442.6 | | 6,055.0 | | 7,594.0 | | 6,393.0 | | 1,445.1 | | 1,118.7 | |
| |
| |
| |
| |
| |
| |
| |
Hedging instruments: | | | | | | | | | | | | | |
| Derivatives and other invested assets: | | | | | | | | | | | | | |
| | Equity total return swaps – short positions | | (1,744.4 | ) | (69.4 | ) | (1,433.0 | ) | (51.0 | ) | (110.5 | ) | (192.1 | ) |
| | Equity index total return swaps – short positions | | (4,583.0 | ) | (121.3 | ) | (6,235.5 | ) | (116.4 | ) | (1,871.5 | ) | (799.4 | ) |
| | Equity index total return swaps – long positions (Russell 2000) | | – | | – | | – | | – | | – | | (14.0 | ) |
| |
| |
| |
| |
| |
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| | (6,327.4 | ) | (190.7 | ) | (7,668.5 | ) | (167.4 | ) | (1,982.0 | ) | (1,005.5 | ) |
| |
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| |
Net (short) exposure and financial effects | | 115.2 | | | | (74.5 | ) | | | (536.9 | ) | 113.2 | |
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| | | |
| | | |
| |
| |
- (1)
- Excludes the company's insurance and reinsurance associates. See note 6 for details.
The tables that follow illustrate the potential impact on net earnings of various combinations of changes in fair value of the company's equity and equity-related holdings and simultaneous changes in global equity markets at December 31, 2013 and 2012. The analysis assumes variations ranging from 5% to 10% which the company believes to be reasonably possible based on analysis of the return on various equity indexes and management's knowledge of global equity markets.
Scenarios 1 and 2 illustrate the potential impact of a 10% change in the fair value of the company's equity and equity-related holdings while global equity markets also change by 10%. Scenarios 3 and 4 illustrate the potential impact of imperfect correlation between the company's equity and equity-related holdings and global equity markets (hedging basis risk) whereby the company's equity and equity-related holdings decrease by 10% and 5% respectively, while global equity markets remain unchanged. Scenarios 5 and 6 further illustrate hedging basis risk whereby global equity markets increase by 5% and 10% respectively, while the fair value of the company's equity and equity-related holdings remain unchanged. Certain shortcomings are inherent in the method of analysis presented as the analysis assumes that all variables, with the exception of those described in each scenario, are held constant.
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December 31, 2013
Scenario
| | 1
| | 2
| | 3
| | 4
| | 5
| | 6
| |
---|
Change in the company's equity and equity-related holdings | | +10% | | -10% | | -10% | | -5% | | – | | – | |
Change in global equity markets | | +10% | | -10% | | – | | – | | +5% | | +10% | |
Equity and equity-related holdings | | 515.2 | | (513.4 | ) | (513.4 | ) | (256.9 | ) | – | | – | |
Equity hedges | | (651.8 | ) | 651.8 | | – | | – | | (325.9 | ) | (651.8 | ) |
| |
| |
| |
| |
| |
| |
| |
Pre-tax impact on net earnings | | (136.6 | ) | 138.4 | | (513.4 | ) | (256.9 | ) | (325.9 | ) | (651.8 | ) |
| |
| |
| |
| |
| |
| |
| |
After-tax impact on net earnings | | (99.6 | ) | 101.4 | | (380.8 | ) | (190.6 | ) | (241.1 | ) | (482.2 | ) |
| |
| |
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| |
| |
| |
| |
December 31, 2012
Scenario
| | 1
| | 2
| | 3
| | 4
| | 5
| | 6
| |
---|
Change in the company's equity and equity-related holdings | | +10% | | -10% | | -10% | | -5% | | – | | – | |
Change in global equity markets | | +10% | | -10% | | – | | – | | +5% | | +10% | |
Equity and equity-related holdings | | 626.1 | | (624.7 | ) | (624.7 | ) | (312.5 | ) | – | | – | |
Equity hedges | | (783.6 | ) | 783.6 | | – | | – | | (391.8 | ) | (783.6 | ) |
| |
| |
| |
| |
| |
| |
| |
Pre-tax impact on net earnings | | (157.5 | ) | 158.9 | | (624.7 | ) | (312.5 | ) | (391.8 | ) | (783.6 | ) |
| |
| |
| |
| |
| |
| |
| |
After-tax impact on net earnings | | (123.4 | ) | 124.5 | | (449.7 | ) | (225.0 | ) | (287.1 | ) | (574.2 | ) |
| |
| |
| |
| |
| |
| |
| |
In each of the scenarios shown in the tables above, the change in the fair value of the company's equity and equity-related holdings (excluding investments in associates as discussed below) and equity hedges will be reflected in the company's net earnings as the majority of the company's equity investment holdings are classified as at FVTPL. From an economic perspective, the company believes it would be appropriate to include the fair value of certain of its investments in associates (those that are comprised of publicly traded companies, other than insurance and reinsurance holdings (see note 6)) as a component of its total equity and equity-related holdings when measuring the effectiveness of its equity hedges. However, any unrealized change in the fair value of an investment in associate is generally recognized in the company's consolidated financial reporting only upon ultimate disposition of the associate. Accordingly, such changes in fair value have been excluded from each of the scenarios presented above consistent with the company's financial reporting.
At December 31, 2013 the company's exposure to the ten largest issuers of common stock owned in the investment portfolio was $2,713.1 (December 31, 2012 – $3,492.1), which represented 10.9% (December 31, 2012 – 13.4%) of the total investment portfolio. The exposure to the largest single issuer of common stock held at December 31, 2013 was $958.9 (December 31, 2012 – $604.7), which represented 3.9% (December 31, 2012 – 2.3%) of the total investment portfolio.
Risk of Decreasing Price Levels
The risk of decreases in the general price level of goods and services is the potential for a negative impact on the consolidated balance sheet (including the company's equity and equity-related holdings and fixed income investments in non-sovereign debt) and/or consolidated statement of earnings. Among their effects on the economy, decreasing price levels typically result in decreased consumption, restriction of credit, shrinking output and investment and numerous bankruptcies.
The company has purchased derivative contracts referenced to the CPI in the geographic regions in which it operates, which serve as an economic hedge against the potential adverse financial impact on the company of decreasing price levels. At December 31, 2013 these contracts have a remaining weighted average life of 7.5 years (December 31, 2012 – 7.7 years), a notional amount of $82,866.9 (December 31, 2012 – $48,436.0) and a fair value of $131.7 (December 31, 2012 – $115.8). As the average remaining life of a contract declines, the fair value of the contract (excluding the impact of CPI changes) will generally decline. The company's maximum potential loss on any contract is limited to the original cost of that contract.
During 2013 the company purchased notional amounts of $32,327.7 (2012 – $1,450.0) of CPI-linked derivative contracts at a cost of $99.8 (2012 – $6.1). The company also paid additional premiums of $24.0 in 2013 (2012 –
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$28.3) to increase the strike price of its CPI-linked derivative contracts (primarily its U.S. CPI-linked derivatives). These transactions increased the weighted average strike price of the U.S. CPI-linked derivative contracts from 223.98 at December 31, 2012 to 230.43 at December 31, 2013. The company's CPI-linked derivative contracts produced unrealized losses of $126.9 in 2013 (2012 – $129.2).
The CPI-linked derivative contracts are extremely volatile with the result that their market value and their liquidity may vary dramatically either up or down in short periods and their ultimate value will therefore only be known upon their disposition or settlement. The company's purchase of these derivative contracts is consistent with its capital management framework designed to protect its capital in the long term. Due to the uncertainty of the market conditions which may exist many years into the future, it is not possible to predict the future impact of this aspect of the company's risk management program.
Foreign Currency Risk
Foreign currency risk is the risk that the fair value or cash flows of a financial instrument or another asset will fluctuate because of changes in exchange rates and as a result, could produce an adverse effect on earnings and equity when measured in a company's functional currency. The company is exposed to foreign currency risk through transactions conducted in currencies other than the U.S. dollar, and also through its investments in associates and net investment in subsidiaries that have a functional currency other than the U.S. dollar. Long and short foreign exchange forward contracts primarily denominated in the euro, the British pound sterling and the Canadian dollar are used to manage foreign currency exposure on foreign currency denominated transactions. Foreign currency denominated liabilities may be used to manage the company's foreign currency exposures to net investments in foreign operations having a functional currency other than the U.S. dollar. The company's exposure to foreign currency risk was not significantly different at December 31, 2013 compared to December 31, 2012.
The company's foreign currency risk management objective is to mitigate the net earnings impact of foreign currency rate fluctuations. The company has a process to accumulate, on a consolidated basis, all significant asset and liability exposures relating to foreign currencies. These exposures are matched and any net unmatched positions, whether long or short, are identified. The company may then take action to cure an unmatched position through the acquisition of a derivative contract or the purchase or sale of investment assets denominated in the exposed currency. Rarely does the company maintain an unmatched position for extended periods of time.
A portion of the company's premiums are written in foreign currencies and a portion of the company's loss reserves are denominated in foreign currencies. Moreover, a portion of the company's cash and investments are held in currencies other than the U.S. dollar. In general, the company manages foreign currency risk on liabilities by investing in financial instruments and other assets denominated in the same currency as the liabilities to which they relate. The company also monitors the exposure of invested assets to foreign currency risk and limits these amounts as deemed necessary. The company may nevertheless, from time to time, experience gains or losses resulting from fluctuations in the values of these foreign currencies, which may favourably or adversely affect operating results.
During 2013 the company designated the Cdn$250.0 principal amount of its 5.84% unsecured senior notes due 2022 issued on January 21, 2013 as a hedge of a portion of its net investment in its Canadian subsidiaries. At December 31, 2013 the company had designated the carrying value of Cdn$1,525.0 principal amount of its Canadian dollar denominated unsecured senior notes with a fair value of $1,544.4 (December 31, 2012 – principal amount of Cdn$1,275.0 with a fair value of $1,424.4) as a hedge of its net investment in its Canadian subsidiaries for financial reporting purposes. In 2013 the company recognized pre-tax gains of $96.9 (2012 – pre-tax losses of $20.4) related to foreign currency movements on the unsecured senior notes in change in gains (losses) on hedge of net investment in Canadian subsidiaries in the consolidated statement of comprehensive income.
The pre-tax foreign exchange effect on certain line items in the company's consolidated financial statements for the years ended December 31 follows:
| | 2013
| | 2012
| |
---|
Net gains (losses) on investments | | | | | |
| Investing activities | | 69.3 | | (60.0 | ) |
| Underwriting activities | | 15.8 | | 3.2 | |
| Foreign currency contracts | | (22.7 | ) | (19.4 | ) |
| |
| |
| |
Foreign currency gains (losses) included in pre-tax earnings (loss) | | 62.4 | | (76.2 | ) |
| |
| |
| |
103
The table below shows the approximate effect of the appreciation of the U.S. dollar compared with the Canadian dollar, the euro, the British pound sterling and all other currencies respectively, by 5% on pre-tax earnings (loss), net earnings (loss), pre-tax other comprehensive income (loss) and other comprehensive income (loss).
| | 2013
| | 2012
| |
---|
Canadian dollar | | | | | |
Impact on pre-tax earnings (loss) | | (4.2 | ) | (3.5 | ) |
Impact on net earnings (loss) | | (5.4 | ) | (6.4 | ) |
Impact on pre-tax other comprehensive income (loss) | | (15.7 | ) | (33.5 | ) |
Impact on other comprehensive income (loss) | | (12.4 | ) | (29.8 | ) |
Euro | | | | | |
Impact on pre-tax earnings (loss) | | (37.9 | ) | (20.9 | ) |
Impact on net earnings (loss) | | (27.5 | ) | (15.5 | ) |
Impact on pre-tax other comprehensive income (loss) | | 1.0 | | 23.5 | |
Impact on other comprehensive income (loss) | | (0.5 | ) | 14.6 | |
British pound sterling | | | | | |
Impact on pre-tax earnings (loss) | | 6.0 | | 6.3 | |
Impact on net earnings (loss) | | 4.0 | | 4.0 | |
Impact on pre-tax other comprehensive income (loss) | | (39.2 | ) | (35.1 | ) |
Impact on other comprehensive income (loss) | | (32.3 | ) | (29.0 | ) |
All other currencies | | | | | |
Impact on pre-tax earnings (loss) | | 67.4 | | 62.3 | |
Impact on net earnings (loss) | | 50.0 | | 47.1 | |
Impact on pre-tax other comprehensive income (loss) | | (50.9 | ) | (48.5 | ) |
Impact on other comprehensive income (loss) | | (50.6 | ) | (47.5 | ) |
Total | | | | | |
Impact on pre-tax earnings (loss) | | 31.3 | | 44.2 | |
Impact on net earnings (loss) | | 21.1 | | 29.2 | |
Impact on pre-tax other comprehensive income (loss) | | (104.8 | ) | (93.6 | ) |
Impact on other comprehensive income (loss) | | (95.8 | ) | (91.7 | ) |
In the preceding scenarios, certain shortcomings are inherent in the method of analysis presented, as the analysis is based on the assumption that the 5% appreciation of the U.S. dollar occurred with all other variables held constant.
104
Capital Management
The company's capital management framework is designed to protect, in the following order, its policyholders, its bondholders and its preferred shareholders and then finally to optimize returns to common shareholders. Effective capital management includes measures designed to maintain capital above minimum regulatory levels, above levels required to satisfy issuer credit ratings and financial strength ratings requirements, and above internally determined and calculated risk management levels. Total capital at December 31, 2013, comprising total debt, shareholders' equity attributable to shareholders of Fairfax and non-controlling interests, was $11,455.0 compared to $11,943.1 at December 31, 2012. The company manages its capital based on the following financial measurements and ratios:
| | December 31, 2013
| | December 31, 2012
| |
---|
Holding company cash and investments (net of short sale and derivative obligations) | | 1,241.6 | | 1,128.0 | |
| |
| |
| |
Long term debt – holding company borrowings | | 2,491.0 | | 2,377.7 | |
Long term debt – insurance and reinsurance companies | | 459.5 | | 618.3 | |
Subsidiary indebtedness – non-insurance companies | | 25.8 | | 52.1 | |
Long term debt – non-insurance companies | | 18.2 | | 0.5 | |
| |
| |
| |
Total debt | | 2,994.5 | | 3,048.6 | |
| |
| |
| |
Net debt | | 1,752.9 | | 1,920.6 | |
| |
| |
| |
Common shareholders' equity | | 7,186.7 | | 7,654.7 | |
Preferred stock | | 1,166.4 | | 1,166.4 | |
Non-controlling interests | | 107.4 | | 73.4 | |
| |
| |
| |
Total equity | | 8,460.5 | | 8,894.5 | |
| |
| |
| |
Net debt/total equity | | 20.7 | % | 21.6 | % |
Net debt/net total capital(1) | | 17.2 | % | 17.8 | % |
Total debt/total capital(2) | | 26.1 | % | 25.5 | % |
Interest coverage(3) | | n/a | | 4.2 | x |
Interest and preferred share dividend distribution coverage(4) | | n/a | | 3.0 | x |
- (1)
- Net total capital is calculated by the company as the sum of total equity and net debt.
- (2)
- Total capital is calculated by the company as the sum of total equity and total debt.
- (3)
- Interest coverage is calculated by the company as the sum of earnings (loss) before income taxes and interest expense divided by interest expense.
- (4)
- Interest and preferred share dividend distribution coverage is calculated by the company as the sum of earnings (loss) before income taxes and interest expense divided by interest expense and preferred share dividend distributions adjusted to a before tax equivalent at the company's Canadian statutory income tax rate.
The company manages its capital using the ratios presented above because they provide an indication of the company's ability to issue and service debt without impacting the operating companies or their portfolio investments.
During 2013 the company completed a public debt offering of Cdn$250.0 principal amount of a re-opening of unsecured senior notes due 2022 for net proceeds of $259.9 (Cdn$258.1). The company used those proceeds to fund the repayment upon maturity of $182.9 principal amount of OdysseyRe's unsecured senior notes due November 1, 2013, and repurchased and redeemed $48.4 of the outstanding principal amount of its unsecured senior notes due 2017. In addition, the company issued 1 million subordinate voting shares at a price of Cdn$431.00 per share, resulting in net proceeds of $399.5 (Cdn$417.1). These net proceeds were retained to augment holding company cash and investments and to retire outstanding debt and other corporate obligations from time to time.
During 2012 the company issued Cdn$200.0 principal amount of its unsecured senior notes due 2022 and Cdn$237.5 par value of cumulative five-year rate reset preferred shares, Series K, the proceeds from which were used to repurchase $86.3 principal amount of Fairfax's unsecured senior notes upon maturity. The excess net proceeds was retained to augment holding company cash and investments and to retire outstanding debt and other corporate
105
obligations from time to time. On October 19, 2012 TIG Insurance repaid for $200.0 of cash the $160.2 carrying value of its loan note issued in connection with its acquisition of General Fidelity in August 2010.
The company's capital management objectives includes maintaining sufficient liquid resources at the holding company to be able to pay interest on its debt, dividends to its preferred shareholders and all other holding company obligations. Accordingly, the company monitors its interest and preferred share dividend distribution coverage ratio calculated as described in footnote 4 in the table above.
In the U.S., the National Association of Insurance Commissioners ("NAIC") has developed a model law and risk-based capital ("RBC") formula designed to help regulators identify property and casualty insurers that may be inadequately capitalized. Under the NAIC's requirements, an insurer must maintain total capital and surplus above a calculated threshold or face varying levels of regulatory action. The threshold is based on a formula that attempts to quantify the risk of a company's insurance, investment and other business activities. At December 31, 2013 the U.S. insurance, reinsurance and runoff subsidiaries had capital and surplus in excess of the regulatory minimum requirement of two times the authorized control level – each subsidiary had capital and surplus of at least 3.4 times (December 31, 2012 – 3.6 times) the authorized control level, except for TIG Insurance which had 2.1 times (December 31, 2012 – 2.3 times).
In Canada, property and casualty companies are regulated by the Office of the Superintendent of Financial Institutions on the basis of a minimum supervisory target of 150% of a minimum capital test ("MCT") formula. At December 31, 2013 Northbridge's subsidiaries had a weighted average MCT ratio of 205% of the minimum statutory capital required, compared to 196% at December 31, 2012, well in excess of the 150% minimum supervisory target.
In countries other than the U.S. and Canada where the company operates (the United Kingdom, Singapore, Hong Kong, Poland, Brazil, Malaysia and other jurisdictions), the company met or exceeded the applicable regulatory capital requirements at December 31, 2013.
25. Segmented Information
The company is a financial services holding company which, through its subsidiaries, is engaged in property and casualty insurance, conducted on a primary and reinsurance basis, and runoff operations. The company identifies its operating segments by operating company consistent with its management structure. The company has aggregated certain of these operating segments into reporting segments as subsequently described. The accounting policies of the reporting segments are the same as those described in note 3. Transfer prices for inter-segment transactions are set at arm's length. Geographic premiums are determined based on the domicile of the various subsidiaries and where the primary underlying risk of the business resides.
Insurance
Northbridge – Northbridge is a national commercial property and casualty insurer in Canada providing property and casualty insurance products through its Northbridge Insurance and Federated subsidiaries.
U.S. Insurance – U.S. Insurance is comprised of Crum & Forster and Zenith National. Crum & Forster is a national commercial property and casualty insurance company in the United States writing a broad range of commercial coverages. Its subsidiaries, Seneca Insurance and First Mercury, provide property and casualty insurance to small businesses and certain specialty coverages. Zenith National is primarily engaged in the workers' compensation insurance business in the United States.
Fairfax Asia – Fairfax Asia includes the company's operations that underwrite insurance and reinsurance coverages in Singapore (First Capital), Hong Kong (Falcon) and Malaysia (Pacific Insurance). Fairfax Asia also includes the company's equity accounted interests in Mumbai-based ICICI Lombard (26.0%) and Thailand-based Falcon Thailand (40.5%).
Reinsurance
OdysseyRe – OdysseyRe underwrites reinsurance, providing a full range of property and casualty products on a worldwide basis, and underwrites specialty insurance, primarily in the United States and in the United Kingdom, both directly and through the Lloyd's of London marketplace.
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Insurance and Reinsurance – Other
Insurance and Reinsurance – Other is comprised of Group Re, Advent, Polish Re and Fairfax Brasil. Group Re primarily constitutes the participation of CRC Re and Wentworth (both based in Barbados) in the reinsurance of Fairfax's subsidiaries by quota share or through participation in those subsidiaries' third party reinsurance programs on the same terms as third party reinsurers. Group Re also writes third party business. Advent is a reinsurance and insurance company, operating through Syndicate 780 at Lloyd's, focused on specialty property reinsurance and insurance risks. Polish Re underwrites reinsurance in Central and Eastern Europe. Fairfax Brasil writes commercial property and casualty insurance in Brazil.
Runoff
The Runoff reporting segment comprises RiverStone (UK), RiverStone Insurance (since October 12, 2012) and the U.S. runoff company formed on the merger of TIG Insurance and International Insurance Company combined with Old Lyme, Fairmont, General Fidelity, Clearwater, Commonwealth Insurance Company of America (since January 1, 2013) and American Safety (since October 3, 2013). On October 12, 2012 RiverStone Holdings Limited (RiverStone (UK)'s parent company) acquired a 100% interest in RiverStone Insurance for cash purchase consideration of $335.1 (208.3 British pound sterling), pursuant to the transaction described in note 23. RiverStone Insurance is located in London, England and wrote U.K. domestic and international insurance and reinsurance business prior to being placed into runoff early in 2012.
Other
The Other reporting segment is comprised of Ridley, William Ashley, Sporting Life, Prime Restaurants, Thomas Cook India and IKYA (since May 14, 2013). Ridley is engaged in the animal nutrition business in the U.S. and Canada. William Ashley is a prestige retailer of exclusive tableware and gifts in Canada. Sporting Life is a Canadian retailer of sporting goods and sports apparel. Prime Restaurants (acquired on January 10, 2012) franchises, owns and operates a network of casual dining restaurants and pubs primarily in Canada. The assets and liabilities of Prime Restaurants were de-consolidated from the company's financial reporting effective October 31, 2013 following the sale of Prime Restaurants to Cara pursuant to the transaction described in note 23. Thomas Cook India (acquired on August 14, 2012 pursuant to the transaction described in note 23) is an integrated travel and travel-related financial services company in India offering a broad range of services that include foreign exchange, corporate and leisure travel and insurance. IKYA (acquired by Thomas Cook India on May 14, 2013 pursuant to the transaction described in note 23) provides specialized human resources services to leading corporate clients in India.
Corporate and Other
Corporate and Other includes the parent entity (Fairfax Financial Holdings Limited), its subsidiary intermediate holding companies, Hamblin Watsa, an investment management company and MFXchange, a technology company.
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Pre-tax Income (Loss) by Reporting Segment
Pre-tax income (loss) by reporting segment for the years ended December 31 was as follows:
2013
| |
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| | Insurance and Reinsurance
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| | Insurance
| | Reinsurance
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| | Eliminations and adjustments
| |
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| | Northbridge
| | U.S.
| | Fairfax Asia
| | OdysseyRe
| | Other
| | Ongoing operations
| | Runoff
| | Other
| | Corporate and Other
| | Consolidated
| |
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Gross premiums written | | | | | | | | | | | | | | | | | | | | | | | |
External | | 1,147.6 | | 2,278.0 | | 530.0 | | 2,700.1 | | 535.1 | | 7,190.8 | | 36.3 | | – | | – | | – | | 7,227.1 | |
Intercompany | | 2.4 | | 0.5 | | 0.2 | | 15.4 | | 3.4 | | 21.9 | | – | | – | | – | | (21.9 | ) | – | |
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| | 1,150.0 | | 2,278.5 | | 530.2 | | 2,715.5 | | 538.5 | | 7,212.7 | | 36.3 | | – | | – | | (21.9 | ) | 7,227.1 | |
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Net premiums written | | 1,031.4 | | 1,933.2 | | 257.4 | | 2,376.9 | | 406.9 | | 6,005.8 | | 30.4 | | – | | – | | – | | 6,036.2 | |
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Net premiums earned | | | | | | | | | | | | | | | | | | | | | | | |
External | | 997.8 | | 1,942.0 | | 274.9 | | 2,370.7 | | 407.6 | | 5,993.0 | | 84.3 | | – | | – | | – | | 6,077.3 | |
Intercompany | | (7.6 | ) | (7.2 | ) | (18.7 | ) | 2.9 | | 31.9 | | 1.3 | | (1.3 | ) | – | | – | | – | | – | |
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| | 990.2 | | 1,934.8 | | 256.2 | | 2,373.6 | | 439.5 | | 5,994.3 | | 83.0 | | – | | – | | – | | 6,077.3 | |
Underwriting expenses | | (972.0 | ) | (1,939.9 | ) | (224.2 | ) | (1,993.7 | ) | (424.5 | ) | (5,554.3 | ) | (71.7 | ) | – | | – | | – | | (5,626.0 | ) |
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Underwriting profit (loss) | | 18.2 | | (5.1 | ) | 32.0 | | 379.9 | | 15.0 | | 440.0 | | 11.3 | | – | | – | | – | | 451.3 | |
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Interest income | | 19.3 | | 62.9 | | 20.9 | | 144.2 | | 19.7 | | 267.0 | | 67.2 | | – | | (27.4 | ) | – | | 306.8 | |
Dividends | | 16.2 | | 15.4 | | 5.9 | | 32.1 | | 5.6 | | 75.2 | | 12.1 | | – | | 8.0 | | – | | 95.3 | |
Investment expenses | | (19.4 | ) | (18.5 | ) | (2.8 | ) | (37.9 | ) | (13.7 | ) | (92.3 | ) | (17.5 | ) | – | | (3.7 | ) | 88.3 | | (25.2 | ) |
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Interest and dividends | | 16.1 | | 59.8 | | 24.0 | | 138.4 | | 11.6 | | 249.9 | | 61.8 | | – | | (23.1 | ) | 88.3 | | 376.9 | |
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Share of profit of associates | | 11.0 | | 0.8 | | 12.7 | | 53.3 | | 2.5 | | 80.3 | | 4.2 | | 0.8 | | 11.4 | | – | | 96.7 | |
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Other | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue | | – | | – | | – | | – | | – | | – | | – | | 958.0 | | – | | – | | 958.0 | |
| Expenses | | – | | – | | – | | – | | – | | – | | – | | (906.9 | ) | – | | – | | (906.9 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | – | | – | | – | | – | | – | | – | | – | | 51.1 | | – | | – | | 51.1 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Operating income (loss) | | 45.3 | | 55.5 | | 68.7 | | 571.6 | | 29.1 | | 770.2 | | 77.3 | | 51.9 | | (11.7 | ) | 88.3 | | 976.0 | |
Net gains (losses) on investments | | (55.5 | ) | (445.0 | ) | (23.8 | ) | (816.5 | ) | 18.8 | | (1,322.0 | ) | (306.5 | ) | – | | 64.5 | | – | | (1,564.0 | ) |
Loss on repurchase of long term debt(1) | | – | | – | | – | | – | | – | | – | | – | | – | | (3.4 | ) | – | | (3.4 | ) |
Interest expense | | – | | (4.8 | ) | – | | (24.8 | ) | (4.3 | ) | (33.9 | ) | (0.4 | ) | (4.6 | ) | (172.3 | ) | – | | (211.2 | ) |
Corporate overhead | | (37.2 | ) | (36.6 | ) | (0.1 | ) | (22.0 | ) | (0.1 | ) | (96.0 | ) | – | | – | | (14.2 | ) | (88.3 | ) | (198.5 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Pre-tax income (loss) | | (47.4 | ) | (430.9 | ) | 44.8 | | (291.7 | ) | 43.5 | | (681.7 | ) | (229.6 | ) | 47.3 | | (137.1 | ) | – | | (1,001.1 | ) |
Income taxes | | | | | | | | | | | | | | | | | | | | | | 436.6 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
Net loss | | | | | | | | | | | | | | | | | | | | | | (564.5 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | |
| Shareholders of Fairfax | | | | | | | | | | | | | | | | | | | | | | (573.4 | ) |
| Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | 8.9 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | (564.5 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| |
- (1)
- Loss on repurchase of long term debt of $3.4 related to the repurchase by Fairfax of its unsecured senior notes due 2017. This amount is included in other expenses in the consolidated statement of earnings.
108
2012
| |
| |
| |
| |
| | Insurance and Reinsurance
| |
| |
| |
| |
| |
| |
| |
---|
| | Insurance
| | Reinsurance
| |
| |
| |
| |
| |
| |
| |
---|
| |
| |
| |
| |
| | Eliminations and adjustments
| |
| |
---|
| | Northbridge
| | U.S.
| | Fairfax Asia
| | OdysseyRe
| | Other
| | Ongoing operations
| | Runoff
| | Other
| | Corporate and Other
| | Consolidated
| |
---|
Gross premiums written | | | | | | | | | | | | | | | | | | | | | | | |
External | | 1,192.6 | | 2,159.4 | | 515.5 | | 2,760.9 | | 548.7 | | 7,177.1 | | 221.2 | | – | | – | | – | | 7,398.3 | |
Intercompany | | 1.7 | | 3.8 | | (0.3 | ) | 12.3 | | 102.9 | | 120.4 | | – | | – | | – | | (120.4 | ) | – | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | 1,194.3 | | 2,163.2 | | 515.2 | | 2,773.2 | | 651.6 | | 7,297.5 | | 221.2 | | – | | – | | (120.4 | ) | 7,398.3 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Net premiums written | | 948.7 | | 1,872.8 | | 240.6 | | 2,402.3 | | 530.6 | | 5,995.0 | | 199.1 | | – | | – | | – | | 6,194.1 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Net premiums earned | | | | | | | | | | | | | | | | | | | | | | | |
External | | 1,078.5 | | 1,811.1 | | 244.5 | | 2,306.9 | | 417.7 | | 5,858.7 | | 226.2 | | – | | – | | – | | 6,084.9 | |
Intercompany | | (86.3 | ) | 0.5 | | (13.1 | ) | 8.4 | | 96.6 | | 6.1 | | (6.1 | ) | – | | – | | – | | – | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | 992.2 | | 1,811.6 | | 231.4 | | 2,315.3 | | 514.3 | | 5,864.8 | | 220.1 | | – | | – | | – | | 6,084.9 | |
Underwriting expenses | | (1,053.9 | ) | (2,017.9 | ) | (201.3 | ) | (2,049.5 | ) | (536.1 | ) | (5,858.7 | ) | (277.4 | ) | – | | – | | – | | (6,136.1 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Underwriting profit (loss) | | (61.7 | ) | (206.3 | ) | 30.1 | | 265.8 | | (21.8 | ) | 6.1 | | (57.3 | ) | – | | – | | – | | (51.2 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Interest income | | 36.2 | | 54.7 | | 18.3 | | 146.1 | | 27.9 | | 283.2 | | 74.0 | | – | | (30.7 | ) | – | | 326.5 | |
Dividends | | 19.1 | | 24.0 | | 5.4 | | 31.0 | | 7.1 | | 86.6 | | 13.0 | | – | | 9.4 | | – | | 109.0 | |
Investment expenses | | (13.5 | ) | (20.8 | ) | (2.5 | ) | (35.2 | ) | (14.0 | ) | (86.0 | ) | (14.3 | ) | – | | (2.7 | ) | 76.8 | | (26.2 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Interest and dividends | | 41.8 | | 57.9 | | 21.2 | | 141.9 | | 21.0 | | 283.8 | | 72.7 | | – | | (24.0 | ) | 76.8 | | 409.3 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Share of profit (loss) of associates | | (0.3 | ) | (8.3 | ) | 15.0 | | (14.4 | ) | 16.6 | | 8.6 | | (7.6 | ) | 0.2 | | 13.8 | | – | | 15.0 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Other | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue(1) | | – | | – | | – | | – | | – | | – | | 6.8 | | 864.2 | | – | | – | | 871.0 | |
| Expenses | | – | | – | | – | | – | | – | | – | | – | | (830.3 | ) | – | | – | | (830.3 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| | – | | – | | – | | – | | – | | – | | 6.8 | | 33.9 | | – | | – | | 40.7 | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Operating income (loss) | | (20.2 | ) | (156.7 | ) | 66.3 | | 393.3 | | 15.8 | | 298.5 | | 14.6 | | 34.1 | | (10.2 | ) | 76.8 | | 413.8 | |
Net gains (losses) on investments | | (63.1 | ) | 147.3 | | 0.3 | | 267.2 | | 235.6 | | 587.3 | | 215.8 | | 3.7 | | (164.2 | ) | – | | 642.6 | |
Loss on repurchase of long term debt(2) | | – | | (0.8 | ) | – | | – | | – | | (0.8 | ) | (39.8 | ) | – | | – | | – | | (40.6 | ) |
Interest expense | | – | | (5.7 | ) | – | | (27.7 | ) | (4.5 | ) | (37.9 | ) | (7.5 | ) | (2.2 | ) | (160.6 | ) | – | | (208.2 | ) |
Corporate overhead | | (17.2 | ) | (23.2 | ) | – | | (23.1 | ) | (0.4 | ) | (63.9 | ) | – | | – | | (17.9 | ) | (76.8 | ) | (158.6 | ) |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
| |
Pre-tax income (loss) | | (100.5 | ) | (39.1 | ) | 66.6 | | 609.7 | | 246.5 | | 783.2 | | 183.1 | | 35.6 | | (352.9 | ) | – | | 649.0 | |
Income taxes | | | | | | | | | | | | | | | | | | | | | | (114.0 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| |
Net earnings | | | | | | | | | | | | | | | | | | | | | | 535.0 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
Attributable to: | | | | | | | | | | | | | | | | | | | | | | | |
| Shareholders of Fairfax | | | | | | | | | | | | | | | | | | | | | | 526.9 | |
| Non-controlling interests | | | | | | | | | | | | | | | | | | | | | | 8.1 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | | | | 535.0 | |
| | | | | | | | | | | | | | | | | | | | | |
| |
- (1)
- Runoff segment revenue included $6.8 of the excess of net assets acquired over the purchase price related to the acquisition of RiverStone Insurance (included in other revenue in the consolidated statement of earnings) as described in note 23.
- (2)
- Loss on repurchase of long term debt of $40.6 related to the repurchase by Crum & Forster of its unsecured senior notes ($0.8) and the repayment by Runoff of the loan note issued by TIG Insurance in connection with its acquisition of General Fidelity ($39.8). These amounts are included in other expenses in the consolidated statement of earnings.
109
Significant Non-cash Items
Significant non-cash items by reporting segment for the years ended December 31 were as follows:
| |
| Share of profit (loss) of associates
| | Depreciation, amortization and impairment of premises & equipment and intangible assets
|
---|
| |
| 2013
| 2012
| | 2013
| 2012
|
---|
Insurance | | – Canada (Northbridge) | 11.0 | (0.3 | ) | 41.7 | 10.8 |
| | – U.S. (Crum & Forster and Zenith National) 0.8 | (8.3 | ) | 24.8 | 31.2 |
| | – Asia (Fairfax Asia) | 12.7 | 15.0 | | 0.4 | 0.4 |
Reinsurance | | – OdysseyRe | 53.3 | (14.4 | ) | 12.0 | 9.9 |
Insurance and Reinsurance – Other | 2.5 | 16.6 | | 1.7 | 1.6 |
| | |
|
| |
|
|
Ongoing operations | 80.3 | 8.6 | | 80.6 | 53.9 |
Runoff | 4.2 | (7.6 | ) | 3.2 | 1.4 |
Other | 0.8 | 0.2 | | 16.5 | 12.2 |
Corporate and other | 11.4 | 13.8 | | 4.0 | 3.5 |
| | |
|
| |
|
|
Consolidated | 96.7 | 15.0 | | 104.3 | 71.0 |
| | |
|
| |
|
|
During 2013 Northbridge wrote off software development costs that resulted in an impairment charge of $31.2. During 2012 the company acquired a 100% interest in RiverStone Insurance and recorded $6.8 of excess of fair value of net assets acquired over purchase price, as described in note 23.
Investments in Associates, Additions to Goodwill, Segment Assets and Segment Liabilities
Investments in associates, additions to goodwill, segment assets and segment liabilities by reporting segment as at and for the years ended December 31 were as follows:
| |
| Investments in associates
| | Additions to goodwill
| | Segment assets
| | Segment liabilities
|
---|
| |
| 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
|
---|
Insurance | | – Canada (Northbridge) | 176.5 | | 153.2 | | – | | – | | 4,988.4 | | 5,436.6 | | 3,508.5 | | 3,882.4 |
| | – U.S. (Crum & Forster and Zenith National) | 119.5 | | 109.3 | | 21.2 | | – | | 8,482.6 | | 8,445.2 | | 6,283.6 | | 6,064.7 |
| | – Asia (Fairfax Asia) | 115.1 | | 109.7 | | – | | – | | 1,795.0 | | 1,676.7 | | 1,185.0 | | 1,146.4 |
Reinsurance | | – OdysseyRe | 492.4 | | 400.2 | | – | | – | | 11,141.8 | | 11,380.6 | | 7,332.5 | | 7,599.7 |
Insurance and Reinsurance – Other | 64.3 | | 132.8 | | – | | – | | 2,265.0 | | 2,428.2 | | 1,563.5 | | 1,654.8 |
| | |
| |
| |
| |
| |
| |
| |
| |
|
Ongoing operations | 967.8 | | 905.2 | | 21.2 | | – | | 28,672.8 | | 29,367.3 | | 19,873.1 | | 20,348.0 |
Runoff | 210.6 | | 201.8 | | 34.4 | | – | | 7,476.9 | | 8,000.5 | | 5,879.1 | | 6,226.6 |
Other | 17.3 | | 17.6 | | 27.6 | | 88.1 | | 682.9 | | 682.3 | | 321.3 | | 277.7 |
Corporate and other and eliminations and adjustments | 236.8 | | 230.7 | | – | | – | | (873.8 | ) | (1,104.7 | ) | 1,424.8 | | 1,198.6 |
| | |
| |
| |
| |
| |
| |
| |
| |
|
Consolidated | 1,432.5 | | 1,355.3 | | 83.2 | | 88.1 | | 35,958.8 | | 36,945.4 | | 27,498.3 | | 28,050.9 |
| | |
| |
| |
| |
| |
| |
| |
| |
|
110
Product Line
Revenue by product line for the years ended December 31 was as follows:
| |
| | Property
| | Casualty
| | Specialty
| | Total
|
---|
| |
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
|
---|
Net premiums earned | | | | | | | | | | | | | | | | |
Insurance | | – Canada (Northbridge) | | 420.7 | | 415.4 | | 478.3 | | 481.8 | | 91.2 | | 95.0 | | 990.2 | | 992.2 |
| | – U.S. (Crum & Forster and Zenith National) 178.0 | | 150.4 | | 1,693.9 | | 1,609.3 | | 62.9 | | 51.9 | | 1,934.8 | | 1,811.6 |
| | – Asia (Fairfax Asia) | | 23.2 | | 19.1 | | 174.1 | | 152.3 | | 58.9 | | 60.0 | | 256.2 | | 231.4 |
Reinsurance | | – OdysseyRe | | 1,235.0 | | 1,204.6 | | 859.6 | | 838.5 | | 279.0 | | 272.2 | | 2,373.6 | | 2,315.3 |
Insurance and Reinsurance – Other | | 244.8 | | 282.6 | | 121.1 | | 166.4 | | 73.6 | | 65.3 | | 439.5 | | 514.3 |
| | | |
| |
| |
| |
| |
| |
| |
| |
|
Ongoing operations | | 2,101.7 | | 2,072.1 | | 3,327.0 | | 3,248.3 | | 565.6 | | 544.4 | | 5,994.3 | | 5,864.8 |
Runoff | | 1.3 | | – | | 15.3 | | 0.2 | | 66.4 | | 219.9 | | 83.0 | | 220.1 |
| | | |
| |
| |
| |
| |
| |
| |
| |
|
| | 2,103.0 | | 2,072.1 | | 3,342.3 | | 3,248.5 | | 632.0 | | 764.3 | | 6,077.3 | | 6,084.9 |
Interest and dividends | | | | | | | | | | | | | | 376.9 | | 409.3 |
Share of profit of associates | | | | | | | | | | | | | | 96.7 | | 15.0 |
Net gains (losses) on investments | | | | | | | | | | | | | | (1,564.0 | ) | 642.6 |
Other | | | | | | | | | | | | | | 958.0 | | 871.0 |
| | | | | | | | | | | | | | | |
| |
|
Total consolidated revenue | | | | | | | | | | | | | | 5,944.9 | | 8,022.8 |
| | | | | | | | | | | | | | | |
| |
|
Geographic Region
Revenue by geographic region for the years ended December 31 was as follows:
| |
| | Canada
| | United States
| | Asia(1)
| | International(2)
| | Total
|
---|
| |
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
| | 2013
| | 2012
|
---|
Net premiums earned | | | | | | | | | | | | | | | | | | | | |
Insurance | | – Canada (Northbridge) | | 980.6 | | 969.6 | | 9.5 | | 22.5 | | – | | – | | 0.1 | | 0.1 | | 990.2 | | 992.2 |
| | – U.S. (Crum & Forster and Zenith National) – | | – | | 1,934.7 | | 1,811.4 | | – | | – | | 0.1 | | 0.2 | | 1,934.8 | | 1,811.6 |
| | – Asia (Fairfax Asia) | | – | | – | | – | | – | | 256.2 | | 231.4 | | – | | – | | 256.2 | | 231.4 |
Reinsurance | | – OdysseyRe | | 95.7 | | 104.1 | | 1,281.3 | | 1,181.0 | | 249.7 | | 235.2 | | 746.9 | | 795.0 | | 2,373.6 | | 2,315.3 |
Insurance and Reinsurance – Other | | 19.6 | | 85.3 | | 120.3 | | 101.1 | | 60.5 | | 54.3 | | 239.1 | | 273.6 | | 439.5 | | 514.3 |
| | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
Ongoing operations | | 1,095.9 | | 1,159.0 | | 3,345.8 | | 3,116.0 | | 566.4 | | 520.9 | | 986.2 | | 1,068.9 | | 5,994.3 | | 5,864.8 |
Runoff | | – | | – | | 31.5 | | 2.9 | | – | | – | | 51.5 | | 217.2 | | 83.0 | | 220.1 |
| | | |
| |
| |
| |
| |
| |
| |
| |
| |
| |
|
| | | | 1,095.9 | | 1,159.0 | | 3,377.3 | | 3,118.9 | | 566.4 | | 520.9 | | 1,037.7 | | 1,286.1 | | 6,077.3 | | 6,084.9 |
Interest and dividends | | | | | | | | | | | | | | | | | | 376.9 | | 409.3 |
Share of profit of associates | | | | | | | | | | | | | | | | | | 96.7 | | 15.0 |
Net gains (losses) on investments | | | | | | | | | | | | | | | | | | (1,564.0 | ) | 642.6 |
Other | | | | | | | | | | | | | | | | | | 958.0 | | 871.0 |
| | | | | | | | | | | | | | | | | | | |
| |
|
Total consolidated revenue | | | | | | | | | | | | | | | | | | 5,944.9 | | 8,022.8 |
| | | | | | | | | | | | | | | | | | | |
| |
|
Allocation of revenue | | 18.0% | | 19.0% | | 55.6% | | 51.3% | | 9.3% | | 8.6% | | 17.1% | | 21.1% | | | | |
- (1)
- The Asia geographic segment comprises countries located throughout Asia including China, India, the Middle East, Malaysia, Singapore and Thailand.
- (2)
- The International geographic segment comprises Australia and countries located in Africa, Europe and South America.
111
26. Expenses
Losses on claims, net, operating expenses and other expenses for the years ended December 31 were comprised as follows:
| | 2013
| | 2012
|
---|
Losses and loss adjustment expenses | | 3,467.5 | | 4,050.4 |
Salaries and employee benefits expense (note 27) | | 1,010.1 | | 943.6 |
Other reporting segment cost of sales | | 623.2 | | 580.3 |
Depreciation, amortization and impairment charges | | 104.3 | | 71.0 |
Premium taxes | | 93.8 | | 100.9 |
Audit, legal and tax professional fees | | 93.0 | | 135.5 |
Information technology costs | | 78.1 | | 65.9 |
Operating lease costs | | 66.2 | | 65.5 |
Restructuring costs | | 12.9 | | 12.4 |
Loss on repurchase of long term debt (note 15) | | 3.4 | | 40.6 |
Administrative expense and other | | 213.1 | | 179.5 |
| |
| |
|
| | 5,765.6 | | 6,245.6 |
| |
| |
|
27. Salaries and Employee Benefits Expense
Salaries and employee benefits expense for the years ended December 31 were comprised as follows:
| | 2013
| | 2012
|
---|
Wages and salaries | | 790.4 | | 733.4 |
Employee benefits | | 141.9 | | 138.7 |
Defined benefit pension plan expense (note 21) | | 24.9 | | 23.4 |
Defined contribution pension plan expense (note 21) | | 21.9 | | 19.3 |
Share-based payments to directors and employees | | 20.5 | | 27.5 |
Defined benefit post retirement expense (note 21) | | 10.5 | | 1.3 |
| |
| |
|
| | 1,010.1 | | 943.6 |
| |
| |
|
112
28. Supplementary Cash Flow Information
Cash and cash equivalents were included in the consolidated balance sheets as follows:
| | December 31, 2013
| | December 31, 2012
| |
---|
Holding company cash and investments: | | | | | |
| Cash and balances with banks | | 157.2 | | 99.9 | |
| Treasury bills and other eligible bills | | 57.2 | | 113.0 | |
| |
| |
| |
| | 214.4 | | 212.9 | |
| |
| |
| |
Subsidiary cash and short term investments: | | | | | |
| Cash and balances with banks | | 1,786.7 | | 1,432.0 | |
| Treasury bills and other eligible bills | | 2,091.7 | | 1,296.6 | |
| |
| |
| |
| | 3,878.4 | | 2,728.6 | |
| |
| |
| |
Subsidiary assets pledged for short sale and derivative obligations: | | | | | |
| Cash and balances with banks | | – | | 4.8 | |
| Treasury bills and other eligible bills | | 11.8 | | 46.3 | |
| |
| |
| |
| | 11.8 | | 51.1 | |
| |
| |
| |
Subsidiary indebtedness – bank overdrafts | | (6.0 | ) | (5.2 | ) |
| |
| |
| |
Cash, cash equivalents and bank overdrafts included in the consolidated balance sheets | | 4,098.6 | | 2,987.4 | |
| |
| |
| |
Less: Subsidiary cash and cash equivalents – restricted(1) | | | | | |
| Cash and balances with banks | | 96.7 | | 50.6 | |
| Treasury bills and other eligible bills | | 243.7 | | 121.5 | |
| |
| |
| |
| | 340.4 | | 172.1 | |
| |
| |
| |
Cash, cash equivalents and bank overdrafts included in the consolidated statements of cash flows | | 3,758.2 | | 2,815.3 | |
| |
| |
| |
- (1)
- Cash, cash equivalents and bank overdrafts as presented in the consolidated statements of cash flows excludes balances that are restricted. Restricted cash and cash equivalents are comprised primarily of amounts required to be maintained on deposit with various regulatory authorities to support the subsidiaries' insurance and reinsurance operations.
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Details of certain cash flows included in the consolidated statements of cash flows for the years ended December 31 were as follows:
|
| | 2013
| | 2012
| |
---|
(a) | Net (purchases) sales of securities classified as at FVTPL | | | | | |
| Short term investments | | 1,159.1 | | (232.7 | ) |
| Bonds | | 8.7 | | 2,536.2 | |
| Preferred stocks | | (34.6 | ) | (28.9 | ) |
| Common stocks | | 1,585.6 | | (367.6 | ) |
| Net derivatives and short sales | | (1,823.1 | ) | (801.3 | ) |
| | |
| |
| |
| | | 895.7 | | 1,105.7 | |
| | |
| |
| |
(b) | Changes in operating assets and liabilities | | | | | |
| Net increase in restricted cash and cash equivalents | | (168.5 | ) | (34.6 | ) |
| Provision for losses and loss adjustment expenses | | (855.3 | ) | 256.2 | |
| Provision for unearned premiums | | (67.6 | ) | 102.3 | |
| Insurance contract receivables | | (57.2 | ) | 130.1 | |
| Recoverable from reinsurers | | 481.0 | | (92.5 | ) |
| Other receivables | | 0.9 | | (19.9 | ) |
| Funds withheld payable to reinsurers | | (34.4 | ) | 20.8 | |
| Accounts payable and accrued liabilities | | (84.5 | ) | (162.6 | ) |
| Income taxes payable | | 9.8 | | 57.2 | |
| Other | | 8.9 | | (12.7 | ) |
| | |
| |
| |
| | | (766.9 | ) | 244.3 | |
| | |
| |
| |
(c) | Net interest and dividends received | | | | | |
| Interest and dividends received | | 547.7 | | 621.0 | |
| Interest paid | | (199.7 | ) | (187.8 | ) |
| | |
| |
| |
| | | 348.0 | | 433.2 | |
| | |
| |
| |
(d) | Net income taxes (paid) refund received | | 19.9 | | (69.2 | ) |
| | |
| |
| |
(e) | Dividends paid | | | | | |
| Common share dividends paid | | (205.5 | ) | (205.8 | ) |
| Preferred share dividends paid | | (60.8 | ) | (60.5 | ) |
| Dividends paid to non-controlling interests | | (6.4 | ) | (6.7 | ) |
| | |
| |
| |
| | | (272.7 | ) | (273.0 | ) |
| | |
| |
| |
29. Related Party Transactions
Compensation for the company's key management team for the years ended December 31 was as follows:
| | 2013
| | 2012
|
---|
Salaries and other short-term employee benefits | | 7.1 | | 7.6 |
Share-based payments | | 1.0 | | 0.9 |
| |
| |
|
| | 8.1 | | 8.5 |
| |
| |
|
Compensation for the company's Board of Directors for the years ended December 31 was as follows:
| | 2013
| | 2012
|
---|
Retainers and fees | | 1.0 | | 0.9 |
Share-based payments | | 0.1 | | 0.3 |
| |
| |
|
| | 1.1 | | 1.2 |
| |
| |
|
The compensation presented above is determined in accordance with the company's IFRS accounting policies and will differ from the compensation presented in the company's Management Proxy Circular.
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