Final Results
LANCASHIRE HOLDINGS LIMITED
GROWTH IN FULLY CONVERTED BOOK VALUE PER SHARE, ADJUSTED FOR DIVIDENDS, OF 7.0%
IN Q4, 26.5% IN 2009
COMBINED RATIO OF 25.7% IN Q4 2009, 44.6% FOR 2009
FINAL DIVIDEND OF 10.0 CENTS PER COMMON SHARE
FULLY CONVERTED BOOK VALUE PER SHARE OF $7.41 AT 31 DECEMBER 2009
26 February 2010
Hamilton, Bermuda
Lancashire Holdings Limited ("Lancashire" or "the Group") today announces its
preliminary financial results for the fourth quarter of 2009 and the twelve
month period ended 31 December 2009.
Financial highlights for the fourth quarter of 2009:
* Fully converted book value per share of $7.41 at 31 December 2009 compared
to $6.89 at 31 December 2008. Return on equity, defined as growth in fully
converted book value per share adjusted for dividends, of 7.0% (Q4 2008:
8.3%);
* Operating return on equity of 7.7% (Q4 2008: 8.1%);
* Gross written premiums of $103.4 million (Q4 2008: $130.1 million). Net
written premiums of $100.0 million (Q4 2008: $130.1 million);
* Reported loss ratio of negative 0.8% (Q4 2008: 11.5%) and combined ratio of
25.7% (Q4 2008: 35.4%). Accident year loss ratio of 24.0% (Q4 2008: 21.1%);
* Annualised total investment return of 2.1% (Q4 2008: 8.9%);
* Net operating profit of $122.4 million (Q4 2008: $98.3 million), or $0.65
(Q4 2008: $0.55) diluted operating earnings per share;
* Net profit after tax of $129.6 million (Q4 2008: $81.1 million), or $0.69
(Q4 2008: $0.46) diluted earnings per share;
* Special dividend of $263.0 million (Q4 2008: $nil) or $1.25 per common
share; and
* Share repurchases of $16.9 million (Q4 2008: $nil).
Financial highlights for the twelve months to 31 December 2009:
* Return on equity, defined as growth in fully converted book value per share
adjusted for dividends, of 26.5% (2008: 7.8%);
* Operating return on equity of 24.9% (2008: 9.6%);
* Gross written premiums of $627.8 million (2008: $638.1 million). Net
written premiums of $577.1 million (2008: 574.7 million);
* Reported loss ratio of 16.6% (2008: 61.8%) and combined ratio of 44.6%
(2008: 86.3%). Accident year loss ratio of 27.2% (2008: 66.5%);
* Total investment return of 3.9% (2008: 3.1%);
* Net operating profit of $364.7 million (2008: $119.4 million), or $1.94
(2008: $0.65) diluted operating earnings per share;
* Net profit after tax of $385.4 million (2008: $97.5 million), or $2.05
(2008: $0.53) diluted earnings per share;
* Interim dividend of $10.5 million (2008: $nil) or 5.0 cents per common
share declared in July 2009, paid in October 2009;
* Special dividend of $263.0 million (2008: $nil) or $1.25 per common share
declared in November 2009, paid in January 2010; and
* Share repurchases of $16.9 million (2008: $58.0 million).
Richard Brindle, Group Chief Executive Officer, commented:
"Lancashire had an excellent 2009. Return on equity, defined as growth in fully
converted book value per share adjusted for dividends, was 7.0% in the fourth
quarter, and 26.5% for the year. Since inception, our compound annual return on
equity is 19.8%.
Our performance was largely driven by underwriting, evident in the combined
ratios of 25.7% for the fourth quarter and 44.6% for the year. Our accident
year loss ratios, removing the impact of favourable prior year reserve
development, were an excellent 24.0% for the fourth quarter and 27.2% for the
year. Since we started in business, our weighted average combined ratio is
57.5%, a testament to our most important strategic cornerstone: Underwriting
Comes First. Our investments also generated a significant contribution, with a
total return for the year of 3.9%. Our appetite for investment risk remains
low, and will continue to be so. We are very pleased to have achieved a
positive total investment return for our shareholders in fifteen out of sixteen
quarters. Capital management again played an important role in our overall
performance and we were delighted to return a substantial amount of capital to
our shareholders during the year. Finally, we were very proud to list on the
Main Market of the London Stock Exchange in 2009, joining the FTSE 250 in the
process.
The outlook for 2010 looks reasonable. The reinsurance market, while modestly
off its all-time highs, remains fairly disciplined. As expected, the specialist
insurance classes are coming under some pressure, but remain relatively
attractive overall. In the past 12 months, industry capital has recovered well,
faster than expected. We are encouraged to see increasing numbers of companies
returning capital, but remain concerned that insufficient efforts will be made
across the broader market. This increased supply of capital is placing pressure
on pricing in certain areas, a trend we unfortunately expect to gather pace as
the year progresses. With that in mind, we actively sought to shift our renewal
pattern forward for 2010, writing an increased level of well-priced property
catastrophe reinsurance compared to 2009; thereby taking advantage of what we
believe may be the high point of rates in the year. Correspondingly, we expect
to write less business in later months than we did last year.
Most importantly, in 2010 the Lancashire approach will be business as usual:
stay disciplined, don't be tempted to sacrifice profits for volume, and prepare
for the unexpected - good or bad. All in all, we are positive about the
prospects for Lancashire in the next 12 months, and believe our strategy will
continue to produce an attractive return for shareholders."
Neil McConachie, President and Group Chief Financial Officer, commented:
"In 2009 we generated comprehensive income of $388.2 million. Between recent
share repurchases and dividends, including our final dividend of $20.8 million
announced today, we are returning $314.8 million or fully 81% of 2009
comprehensive income. More will be returned in the next weeks and months.
At Lancashire, we strongly believe that prudent but active management of
capital is fundamental to our business, and this will be at the forefront of
our minds in 2010. Currently, we have significant levels of capital above our
requirements. At today's share price, our favoured method of returning capital
is to buy back shares. As of 25 February, we have $171.5 million remaining
under existing share repurchase authorisations and anticipate requesting
shareholder approval for additional capacity at our forthcoming AGM. Should
prices remain attractive, this is something that we expect to do in increasing
amounts. At the same time, we will continually monitor alternative approaches
to capital management. Should trading conditions remain the same or gradually
deteriorate, absent a change in our business plan, we would anticipate
returning more capital than we generate during 2010."
Lancashire Renewal Price Index for Major Classes
Lancashire's Renewal Price Index ("RPI") is an internal tool that its
management uses to track trends in premium rates on a portfolio of insurance
and reinsurance contracts. The RPI is calculated on a per contract basis and
reflects Lancashire's assessment of relative change in price, terms, conditions
and limits and is weighted by premium volume. See "Note Regarding RPI Tool" at
the end of this announcement.
The following RPIs are expressed as an approximate percentage of pricing
achieved on similar contracts written in 2008:
Class Q1 2009 Q2 2009 Q3 2009 Q4 2009
Aviation (AV52) 100% 99% 100% 95%
Gulf of Mexico Energy 250% 216% 172% 100%
Energy Offshore 113% 113% 110% 103%
Worldwide
Marine 105% 99% 100% 101%
Direct & Facultative 108% 110% 108% 100%
Property Reinsurance 146% 118% 129% 98%
Terrorism 93% 93% 95% 94%
Combined 113%* 113%* 107%* 98%**
The overall RPI for the year to 31 December 2009 is 109% **
Notes
* Q1, Q2 and Q3 combined RPI have been updated for subsequent adjustments to
bound premium.
** Q4 and overall RPI are taken at the end of the quarter.
Underwriting results
Gross written premiums decreased by 20.5% in the fourth quarter of 2009 and by
1.6% for the twelve months ended 31 December 2009 compared with the same
periods in 2008.
The Group's four principal classes, and a discussion of the key market factors
impacting them, are as follows:
Gross Written Premium
Q4 Twelve months to 31 December
2009 2008 Change Change 2009 2008 Change Change
$m $m $m % $m $m $m %
Property 47.2 59.0 (11.8) (20.0) 317.3 302.7 14.6 4.8
Energy 14.7 16.1 (1.4) (8.7) 175.5 185.2 (9.7) (5.2)
Marine 12.7 13.0 (0.3) (2.3) 73.7 78.6 (4.9) (6.2)
Aviation 28.8 42.0 (13.2) (31.4) 61.3 71.6 (10.3) (14.4)
Total 103.4 130.1 (26.7) (20.5) 627.8 638.1 (10.3) (1.6)
Property gross written premiums decreased by 20.0% for the fourth quarter
compared to the same period in 2008, and increased by 4.8% in the twelve months
to 31 December 2009 compared to the twelve months to 31 December 2008. In 2009
overall the Group wrote significantly more property catastrophe reinsurance
risks than in 2008. In the first quarter of 2009, a tactical decision was made
to reduce volumes in the retrocession and direct and facultative classes as
compared to the first quarter in 2008. This was done in anticipation of
improving trading conditions in some classes, including property catastrophe,
later in the year. Subsequently, the Group expanded into the property
catastrophe excess of loss market. In the fourth quarter of 2009, as compared
to the same period of 2008, there was a reduction in property retrocession
premiums due to a reduction in underlying exposures in addition to the impact
of certain multi-year political risk contracts which are not yet due for
renewal.
Energy gross written premiums decreased by 8.7% for the fourth quarter of 2009
compared to the same period in 2008 and by 5.2% in the twelve months to 31
December 2009 compared to the twelve months to 31 December 2008. Gulf of Mexico
volumes were lower in the first half 2009 compared to 2008 due to a reduction
in demand. Some construction projects were also curtailed in the recessionary
environment. This reduction in volume was somewhat offset by increased volume
in the worldwide offshore line later in the year despite a significant fourth
quarter contract renewing in 2010.
Marine gross written premiums decreased by 2.3% for the fourth quarter of 2009
compared to the same period in 2008 and by 6.2% in the twelve months to 31
December 2009 compared to the twelve months to 31 December 2008. The decline is
largely due to recessionary driven reductions in shipbuilding projects and the
timing of certain multi-year contract renewals.
Aviation gross written premiums decreased by 31.4% for the fourth quarter
compared to the same period in 2008 and decreased by 14.4% in the twelve months
to 31 December 2009 compared to the twelve months to 31 December 2008. These
reductions were driven primarily by the non-renewal of a satellite risk
programme in the first quarter of 2009.
*******
Ceded premiums increased by $3.4 million in the fourth quarter compared to the
same period in 2008. For the twelve month period to 31 December 2009, ceded
premiums reduced by 20.0% compared to the same period in 2008 due to a
reduction in the level of reinsurance purchased in respect of Gulf of Mexico
energy catastrophe risks. This is directly related to the lower volumes of
premium written in this class compared to the previous year.
*******
Net earned premiums as a proportion of net written premiums were 155.6% in the
fourth quarter of 2009 compared to 109.1% in the same period in 2008 and 103.0%
in the twelve months to 31 December 2009 compared to 105.7% in the same period
in 2008. 2008 premium volumes were lower than 2007, which led to a reduction in
the deferral of earnings into 2009. The Group also reduced premiums written in
the first quarter of 2009 compared to 2008, resulting in a greater amount of
premium being earned comparatively later in the year. The significant increase
in the volume of property catastrophe business written in June and July 2009
served to increase earned premiums in the second half of 2009, bringing the
ratio of earned premium for the year in line with 2008.
*******
The net loss ratio for the fourth quarter was negative 0.8% compared to 11.5%
for the same period in 2008. The net loss ratio for the twelve months to 31
December 2009 was 16.6% compared to 61.8% for the twelve months to 31 December
2008. The low loss ratios are mainly a reflection of an unusually low number of
reported losses during the year and some favourable development of prior
accident year reserves. The table below provides further detail of development
by class excluding the impact of foreign exchange revaluations. Hurricane Ike
net reserves developed $17.1 million favourably in the fourth quarter and $17.1
million adversely in 2009 overall.
Loss Development by Class
Twelve months to 31 December
Q4 2009 Q4 2008 2009 2008
$m $m $m $m
Property 7.5 2.8 44.4 22.3
Energy 29.6 8.3 9.3 5.5
Marine 2.2 1.3 6.1 -
Aviation 0.2 0.1 3.7 0.8
Total 39.5 12.5 63.5 28.6
Note: Positive numbers denote favourable development and negative numbers
denote adverse development.
Net prior accident year reserve releases were $39.5 million for the fourth
quarter and $63.5 million for the twelve months to 31 December 2009 compared to
$12.5 million and $28.6 million for the same periods in 2008. The increase in
reserve releases in 2009 is a result of a lower number of attritional losses
reported on expiring years than expected, resulting in IBNR releases, plus the
favourable negotiation and settlement of a number of individually insignificant
smaller and medium sized reported losses. The accident year loss ratio for the
fourth quarter of 2009 was 24.0% compared to 21.1% for the same period in 2008.
For the twelve months to 31 December 2009, the accident year loss ratio was
27.2% compared to 66.5% for the 2008 accident year. The higher ratio in 2008 is
largely due to losses from Hurricane Ike. During 2009, previous accident years
developed as follows:
* 2006 - favourable development of $4.4 million;
* 2007 - favourable development of $25.2 million; and
* 2008 - favourable development of $33.9 million.
Investments
Net investment income was $14.0 million for the fourth quarter, a small
increase of 4.5% from the fourth quarter of 2008, due to a larger amount of
invested assets compared to the same period in the prior year. Net investment
income was $56.0 million for the twelve months to 31 December 2009, a decrease
of 5.9% over the same period in 2008, which is largely due to a reduction in
the overall portfolio yield.
Total investment return, including net investment income, net realised gains
and losses, impairments and net change in unrealised gains and losses, was
$11.1 million for the fourth quarter compared to $37.9 million for the same
period in 2008. The increase in treasury yields in December 2009 resulted in
net unrealised losses for the Group in the fourth quarter of 2009 compared to
net unrealised gains in the same period of 2008, when treasury yields fell. For
the twelve months to 31 December 2009 total investment return was $82.9 million
versus $54.7 million for the same period in 2008. Given the improved economic
environment in 2009 compared to 2008, there were less impairments recognised.
Impairment losses in 2009 were $0.4million versus $21.6 million in 2008. The
Group also realised significant net gains as a result of a re-alignment of its
investment portfolio, as the Group's investment outlook evolved.
The Group continues to hold a highly conservative portfolio, consistent with
its long-held philosophy, with a strong emphasis on preserving capital. The
corporate bond allocation, excluding Federal Deposit Insurance Corporation
guaranteed bonds, has increased by 8.4% from 31 December 2008, bringing the
total holding to 23.6% of managed invested assets. There was a small increase
in the allocation to Treasury Inflation Protected Securities to hedge against
potential future inflationary pressures, bringing the total holding of these
securities to 4.0% of managed invested assets. At 31 December 2009, the managed
portfolio comprised 92.9% fixed income securities and 7.1% cash and cash
equivalents versus the 2008 year end of 80.3% fixed income securities, 19.4%
cash and cash equivalents and 0.3% equities. The Group is not currently
invested in equities, hedge funds or other alternative investments. Subsequent
to the year end, the Group invested 3.9% of its portfolio in emerging market
debt.
Key investment portfolio statistics as at 31 December are:
2009 2008
Duration 2.3 years 1.8 years
Credit quality AA+ AA+
Book yield 2.8% 3.4%
Market yield 2.2% 2.7%
Other operating expenses
Other operating expenses, excluding employee remuneration, are broadly
consistent compared to 2008 for the quarter and the year, reflecting the
Group's stable operating platform. Fixed employee remuneration costs were 33.1%
of other operating expenses in 2009 compared to 36.3% in 2008. Variable
employee remuneration costs were 27.2% in 2009 compared to 16.0% in 2008,
reflecting the strong performance of the Group in 2009.
Equity based compensation was $7.1 million in the fourth quarter of 2009
compared to $8.9 million in the same period of 2008. For the twelve months to
31 December 2009 and 2008 the charges were $16.4 million and $10.6 million
respectively. Annual restricted stock awards typically vest over three years.
The increased 2009 expense reflects two years worth of restricted stock awards.
The restricted stock program began in 2008. This expense also includes
mark-to-market adjustments on certain performance warrants plus charges
associated with the revaluation of options due to amendments made to their
strike price as a result of dividend declarations.
Capital
At 31 December 2009, total capital was $1.510 billion, comprising shareholders'
equity of $1.379 billion and $131.4 million of long-term debt. Leverage was
8.7%. Total capital at 31 December 2008 was $1.404 billion and leverage was
9.3%.
Repurchase program
The Group continues to repurchase its own shares by way of on market purchases
utilising the approximately $21.5 million remaining to be repurchased under the
facility approved in 2008, and the $150.0 million facility approved by the
Board of Directors on 4 November 2009 and by shareholders at the Special
General Meeting held on 16 December 2009 (the "Repurchase Program"). $16.9
million of shares were repurchased and held in Treasury during 2009 compared to
$58.0 million during 2008.
The Board will be proposing at the Annual General Meeting, to be held on 4 May
2010, that the shareholders approve a renewal of the Repurchase Program with
such authority to expire on the conclusion of the 2011 Annual General Meeting
or, if earlier, 15 months from the date the resolution approving the Repurchase
Program is passed.
Dividends
During 2009 the Lancashire Board declared an interim and special dividend of
5.0 cents and $1.25 per common share respectively.
The Group also announces that its Board has declared a final dividend of 10.0
cents per common share (approximately 6.4 pence per common share at the current
exchange rate), which results in an aggregate payment of approximately $17.0
million. The dividend will be paid in GBP on 14 April 2010 (the "Dividend
Payment Date") to shareholders of record on 19 March 2010 using the GBP£/US$
spot market exchange rate at the close of business in London on the record
date.
In addition to the dividend payment to shareholders, $3.8 million in aggregate
will be paid on the Dividend Payment Date to holders of warrants issued by the
Company pursuant to the terms of the warrants.
Lancashire will continue to review the appropriate level and composition of
capital for the Group with the intention of managing capital to enhance
risk-adjusted returns on equity.
Outlook
Lancashire aims to achieve a cross-cycle return of 13% above a risk free rate.
This is unchanged from previous guidance.
Financial information and posting of accounts
The consolidated financial statements set out below are unaudited. The audited
Annual Report and Accounts are expected to be posted to shareholders no later
than 30 March 2010 and will also be available on the Company's website by this
date.
Further details of our 2009 fourth quarter results can be obtained from our
Financial Supplement. This can be accessed via our website
www.lancashiregroup.com.
Analyst and Investor Earnings Conference Call
There will be an analyst and investor conference call on the results at 2:00pm
UK time / 9:00 am EST on Friday 26 February 2010. The call will be hosted by
Richard Brindle, Chief Executive Officer, Neil McConachie, President and Chief
Financial Officer, Alex Maloney, Group Chief Underwriting Officer and Simon
Burton, Deputy Chief Executive Officer.
The call can be accessed by dialing +44 (0)20 7806 1953 / +1 718 354 1387 with
the passcode 2144649. The call can also be accessed via webcast, please go to
our website (www.lancashiregroup.com) to access.
A replay facility will be available for two weeks until Saturday 13 March 2010.
The dial in number for the replay facility is +44 (0)20 7111 1244 / + 1 347 366
9565 and the passcode is 2144649#. The replay facility can also be accessed at
www.lancashiregroup.com .
For further information, please contact:
Lancashire Holdings + 44 (0)20 7264 4066
Jonny Creagh-Coen
Haggie Financial +44 (0)20 7417 8989
Peter Rigby
Henny Breakwell
Investor enquiries and questions can also be directed to
info@lancashiregroup.com or by accessing the Company's website
www.lancashiregroup.com.
About Lancashire
Lancashire, through its UK and Bermuda-based insurance subsidiaries, is a
global provider of specialty insurance products. Its insurance subsidiaries
carry the Lancashire group rating of A minus (Excellent) from A.M. Best with a
stable outlook. Lancashire has capital in excess of $1 billion and its Common
Shares trade on the main market of the London Stock Exchange under the ticker
symbol LRE. Lancashire is headquartered at Power House, 7 Par-la-Ville Road,
Hamilton HM 11, Bermuda. The mailing address is Lancashire Holdings Limited,
P.O. Box HM 2358, Hamilton HM HX, Bermuda. For more information on Lancashire,
visit the Company's website at www.lancashiregroup.com
NOTE REGARDING RPI TOOL
LANCASHIRE'S RENEWAL PRICE INDEX ("RPI") IS AN INTERNAL TOOL THAT ITS
MANAGEMENT USES TO TRACK TRENDS IN PREMIUM RATES OF A PORTFOLIO OF INSURANCE
AND REINSURANCE CONTRACTS. THE RPI IS CALCULATED ON A PER CONTRACT BASIS AND
REFLECTS LANCASHIRE'S ASSESSMENT OF RELATIVE CHANGES IN PRICE, TERMS,
CONDITIONS AND LIMITS AND IS WEIGHTED BY PREMIUM VOLUME. THE CALCULATION
INVOLVES A DEGREE OF JUDGMENT IN RELATION TO COMPARABILITY OF CONTRACTS AND THE
ASSESSMENT NOTED ABOVE. TO ENHANCE THE RPI TOOL, MANAGEMENT OF LANCASHIRE MAY
REVISE THE METHODOLOGY AND ASSUMPTIONS UNDERLYING THE RPI, SO THE TRENDS IN
PREMIUM RATES REFLECTED IN THE RPI MAY NOT BE COMPARABLE OVER TIME.
CONSIDERATION IS ONLY GIVEN TO RENEWALS OF A COMPARABLE NATURE SO IT DOES NOT
REFLECT EVERY CONTRACT IN LANCASHIRE'S PORTFOLIO. THE FUTURE PROFITABILITY OF
THE PORTFOLIO OF CONTRACTS WITHIN THE RPI IS DEPENDENT UPON MANY FACTORS
BESIDES THE TRENDS IN PREMIUM RATES.
NOTE REGARDING FORWARD-LOOKING STATEMENTS:
CERTAIN STATEMENTS AND INDICATIVE PROJECTIONS (WHICH MAY INCLUDE MODELED LOSS
SCENARIOS) MADE THAT ARE NOT BASED ON CURRENT OR HISTORICAL FACTS ARE
FORWARD-LOOKING IN NATURE INCLUDING WITHOUT LIMITATION, STATEMENTS CONTAINING
THE WORDS 'BELIEVES', 'ANTICIPATES', 'PLANS', 'PROJECTS', 'FORECASTS',
'GUIDANCE', 'INTENDS', 'EXPECTS', 'ESTIMATES', 'PREDICTS', 'MAY', 'CAN',
'WILL', 'SEEKS', 'SHOULD', OR, IN EACH CASE, THEIR NEGATIVE OR COMPARABLE
TERMINOLOGY. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS
INCLUDING, WITHOUT LIMITATION, THOSE REGARDING THE GROUP'S FINANCIAL POSITION,
RESULTS OF OPERATIONS, LIQUIDITY, PROSPECTS, GROWTH, CAPITAL MANAGEMENT PLANS,
BUSINESS STRATEGY, PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS
(INCLUDING DEVELOPMENT PLANS AND OBJECTIVES RELATING TO THE GROUP'S INSURANCE
BUSINESS) ARE FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER IMPORTANT FACTORS THAT
COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF THE GROUP TO BE
MATERIALLY DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED
OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO: THE NUMBER AND TYPE OF INSURANCE
AND REINSURANCE CONTRACTS THAT WE WRITE; THE PREMIUM RATES AVAILABLE AT THE
TIME OF SUCH RENEWALS WITHIN OUR TARGETED BUSINESS LINES; THE LOW FREQUENCY OF
LARGE EVENTS; UNUSUAL LOSS FREQUENCY; THE IMPACT THAT OUR FUTURE OPERATING
RESULTS, CAPITAL POSITION AND RATING AGENCY AND OTHER CONSIDERATIONS HAVE ON
THE EXECUTION OF ANY CAPITAL MANAGEMENT INITIATIVES; THE POSSIBILITY OF GREATER
FREQUENCY OR SEVERITY OF CLAIMS AND LOSS ACTIVITY THAN OUR UNDERWRITING,
RESERVING OR INVESTMENT PRACTICES HAVE ANTICIPATED; THE RELIABILITY OF, AND
CHANGES IN ASSUMPTIONS TO, CATASTROPHE PRICING, ACCUMULATION AND ESTIMATED LOSS
MODELS; LOSS OF KEY PERSONNEL; A DECLINE IN OUR OPERATING SUBSIDIARIES' RATING
WITH A.M. BEST COMPANY AND/OR OTHER RATING AGENCIES; INCREASED COMPETITION ON
THE BASIS OF PRICING, CAPACITY, COVERAGE TERMS OR OTHER FACTORS; A CYCLICAL
DOWNTURN OF THE INDUSTRY; THE IMPACT OF A DETERIORATING CREDIT ENVIRONMENT
CREATED BY THE FINANCIAL MARKETS AND CREDIT CRISIS; A RATING DOWNGRADE OF, OR A
MARKET DECLINE IN, SECURITIES IN OUR INVESTMENT PORTFOLIO; CHANGES IN
GOVERNMENTAL REGULATIONS OR TAX LAWS IN JURISDICTIONS WHERE LANCASHIRE CONDUCTS
BUSINESS; LANCASHIRE OR ITS BERMUDIAN SUBSIDIARY BECOMING SUBJECT TO INCOME
TAXES IN THE UNITED STATES OR THE UNITED KINGDOM; AND THE EFFECTIVENESS OF OUR
LOSS LIMITATION METHODS. ANY ESTIMATES RELATING TO LOSS EVENTS INVOLVE THE
EXERCISE OF CONSIDERABLE JUDGEMENT AND REFLECT A COMBINATION OF GROUND-UP
EVALUATIONS, INFORMATION AVAILABLE TO DATE FROM BROKERS AND INSUREDS, MARKET
INTELLIGENCE, INITIAL AND/OR TENTATIVE LOSS REPORTS AND OTHER SOURCES.
JUDGEMENTS IN RELATION TO NATURAL CATASTROPHE AND MAN MADE EVENTS INVOLVE
COMPLEX FACTORS POTENTIALLY CONTRIBUTING TO THESE TYPES OF LOSS, AND WE CAUTION
AS TO THE PRELIMINARY NATURE OF THE INFORMATION USED TO PREPARE ANY SUCH
ESTIMATES.
THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE OF PUBLICATION.
LANCASHIRE HOLDINGS LIMITED EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING
(SAVE AS REQUIRED TO COMPLY WITH ANY LEGAL OR REGULATORY OBLIGATIONS (INCLUDING
THE RULES OF THE LONDON STOCK EXCHANGE)) TO DISSEMINATE ANY UPDATES OR
REVISIONS TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGES IN THE
GROUP'S EXPECTATIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.
consolidated statement of comprehensive income
for the year ended 31 december 2009
notes 2009 2008
$m $m
gross premiums written 2 627.8 638.1
outwards reinsurance premiums 2 (50.7) (63.4)
net premiums written 577.1 574.7
change in unearned premiums 2 22.0 42.2
change in unearned premiums on premiums ceded 2 (4.4) (9.6)
net premiums earned 594.7 607.3
net investment income 3 56.0 59.5
net other investment income (losses) 3, 19 0.3 (0.7)
net realised gains (losses) and impairments 3, 19 23.8 (11.0)
net foreign exchange gains (losses) 3.4 (8.5)
total net revenue 678.2 646.6
insurance losses and loss adjustment expenses 2 104.4 418.8
insurance losses and loss adjustment expenses 2 (5.7) (43.3)
recoverable
net insurance losses 98.7 375.5
insurance acquisition expenses 2, 4 112.6 106.9
insurance acquisition expenses ceded 2, 4 (6.6) (7.3)
other operating expenses 5, 6, 7, 76.9 59.9
22
total expenses 281.6 535.0
results of operating activities 396.6 111.6
financing costs 18, 19 8.1 14.0
profit before tax 388.5 97.6
tax 8, 9 3.1 0.1
profit for the year attributable to equity 385.4 97.5
shareholders
net change in unrealised gains (losses) on 3 2.7 7.1
investments
tax benefit (expense) on net change in 8 0.1 (0.2)
unrealised gains (losses) on investments
other comprehensive income 2.8 6.9
total comprehensive income attributable to 388.2 104.4
equity shareholders
earnings per share
basic 23 $2.23 $0.55
diluted 23 $2.05 $0.53
consolidated balance sheet
as at 31 december 2009
notes 2009 2008
$m $m
assets
cash and cash equivalents 10, 18 440.0 413.6
accrued interest receivable 13, 18 12.0 10.1
investments
- fixed income securities
- available for sale 11, 18 1,892.5 1,595.4
- at fair value through profit and loss 11, 18 - 4.0
- equity securities - available for sale 11, 18 - 5.8
reinsurance assets
- unearned premiums on premiums ceded 12 5.6 10.0
- reinsurance recoveries 12, 13 35.8 42.1
- other receivables 12, 13 4.3 3.2
deferred acquisition costs 14 52.9 60.9
other receivables 13 4.3 154.0
inwards premiums receivable from insureds and 13 178.2 187.3
cedants
deferred tax asset 9 3.3 1.2
property, plant and equipment 17 8.2 1.4
total assets 2,637.1 2,489.0
liabilities
insurance contracts
- losses and loss adjustment expenses 12 488.9 528.8
- unearned premiums 12 317.6 339.6
- other payables 12, 15 15.8 17.6
amounts payable to reinsurers 12, 15 4.2 2.0
deferred acquisition costs ceded 16 2.7 1.9
other payables 15 291.4 190.3
corporation tax payable 8 2.4 -
interest rate swap 19 3.6 4.9
accrued interest payable 18 0.2 0.4
long-term debt 18 131.4 130.8
total liabilities 1,258.2 1,216.3
shareholders' equity
share capital 20 91.2 91.1
own shares 20 (76.4) (58.0)
share premium 2.4 2.4
contributed surplus 757.0 758.2
accumulated other comprehensive income 11 30.4 27.6
other reserves 21 65.3 54.3
retained earnings 509.0 397.1
total shareholders' equity attributable to equity 1,378.9 1,272.7
shareholders
total liabilities and shareholders' equity 2,637.1 2,489.0
The consolidated financial statements were approved by the Board of Directors
on 25 February 2010
consolidated statement of changes in shareholders' equity
for the year ended 31 december 2009
notes share own share contributed accumulated other retained total
capital shares surplus other reserves earnings
premium comprehensive
income
$m $m $m $m $m $m $m $m
balance as at 31 91.1 - 2.4 758.2 20.7 43.7 299.5 1,215.6
december 2007
total comprehensive 3, 8 - - - - 6.9 - 97.5 104.4
income for the year
shares repurchased 20 - (58.0) - - - - - (58.0)
and held in treasury
dividends on common - - - - - - 0.1 0.1
shares
warrant issues - 6 - - - - - 2.4 - 2.4
management and
performance
option issues 6 - - - - - 6.7 - 6.7
restricted stock 6 - - - - - 1.5 - 1.5
issues - ordinary
and exceptional
balance as at 31 91.1 (58.0) 2.4 758.2 27.6 54.3 397.1 1,272.7
december 2008
total comprehensive 3, 8 - - - - 2.8 - 385.4 388.2
income for the year
20 - (16.9) - - - - - (16.9)
shares repurchased
and held in treasury
shares repurchased 20 - (8.0) - - - - - (8.0)
by trust
shares distributed 20 - 6.5 - (6.5) - - - -
by trust
dividends on common 15, - - - - - - (225.0) (225.0)
shares 20
dividends on 15, - - - - - - (48.5) (48.5)
warrants 20
warrant exercises - 20 0.1 - - (0.1) - - - -
founders
option exercises - - - 5.4 - (5.4) - -
warrant issues - 6 - - - - - 3.4 - 3.4
performance
option issues 6 - - - - - 5.7 - 5.7
restricted stock 6 - - - - - 7.3 - 7.3
issues
balance as at 31 91.2 (76.4) 2.4 757.0 30.4 65.3 509.0 1,378.9
december 2009
statement of consolidated cash flows
for the year ended 31 december 2009
notes 2009 2008
$m $m
cash flows from operating activities
profit before tax 388.5 97.6
tax paid (2.7) (0.9)
depreciation 7 0.8 1.1
interest expense 18 6.4 9.8
interest and dividend income (64.7) (59.6)
accretion of fixed income securities 5.3 -
equity based compensation 5, 6 16.4 10.6
foreign exchange (gains) losses (2.3) 9.4
net other investment (income) losses 3, 19 (0.3) 0.7
net realised (gains) losses and impairments 3 (23.8) 11.0
unrealised (gain) loss on interest rate swaps 19 (1.3) 2.7
changes in operational assets and liabilities
- insurance and reinsurance contracts (32.6) 285.9
- other assets and liabilities (11.3) (7.6)
net cash flows from operating activities 278.4 360.7
cash flows used in investing activities
interest and dividends received 62.8 59.4
net purchase of property, plant and equipment (7.6) (0.2)
dividends received from associate - 22.7
purchase of fixed income securities 25 (2,711.6) (3,882.4)
purchase of equity securities - (31.9)
proceeds on maturity and disposal of fixed 25 2,440.8 3,402.6
income securities
proceeds on disposal of equity securities 4.8 66.7
net proceeds on other investments 0.1 4.5
net cash flows used in investing activities (210.7) (358.6)
cash flows used in financing activities
interest paid 25 (6.4) (10.0)
dividends paid 25 (10.5) (238.2)
shares repurchased (24.9) (68.3)
net cash flows used in financing activities (41.8) (316.5)
net increase (decrease) in cash and cash 25.9 (314.4)
equivalents
413.6 737.3
cash and cash equivalents at beginning of year
effect of exchange rate fluctuations on cash 0.5 (9.3)
and cash equivalents
cash and cash equivalents at end of year 10 440.0 413.6
summary of significant accounting policies
The basis of preparation, consolidation principles and significant accounting
policies adopted in the preparation of Lancashire Holdings Limited ("LHL") and
its subsidiaries' (collectively "the Group") consolidated financial statements
are set out below.
basis of preparation
The Group's consolidated financial statements are prepared in accordance with
accounting principles generally accepted under International Financial
Reporting Standards ("IFRS") as adopted by the European Union.
Where IFRS is silent, as it is in respect of the measurement of insurance
products, the IFRS framework allows reference to another comprehensive body of
accounting principles. In such instances, the Group determines appropriate
measurement bases, to provide the most useful information to users of the
consolidated financial statements, using their judgement and considering the
accounting principles generally accepted in the United States ("U.S. GAAP").
All amounts, excluding share data or where otherwise stated, are in millions of
United States ("U.S.") dollars.
While a number of new or amended IFRS and International Financial Reporting
Interpretations Committee standards have been issued there are no standards
that have had a material impact. The following standards have been adopted by
the Group:
* IFRS 8, Operating Segments, which replaces IAS 14, Segment Reporting, has
been adopted with no significant impact on the Group's disclosures;
* IAS 1, Presentation of Financial Statements (Revised), has been adopted
resulting in minor changes to presentation in the primary statements, most
notably within the consolidated statement of changes in shareholders'
equity; and
* IFRS 7, Financial Instruments: Disclosures, has been adopted, with the
additional disclosures required in respect of valuation categories for
fixed income securities included in notes 11 and 19 to the Group's
consolidated financial statements. Under the standard's transitional rules
prior year comparative disclosure is not required in the year of adoption
and has not been presented.
IFRS 9, Financial Instruments: Classification and Measurement, which has been
issued but is not yet effective, has not been early adopted by the Group. The
Group continues to apply IAS 39, Financial Instruments: Recognition and
Measurement and classifies most of it its fixed income securities as available
for sale. The new standard is not expected to have a material impact on the
results and disclosures reported in the consolidated financial statements, but
would result in a re-classification of fixed income securities from available
for sale to fair value through profit or loss and a re-classification of the
net change in unrealised gains and losses on investments from other
comprehensive income to income.
The consolidated balance sheet of the Group is presented in order of decreasing
liquidity.
use of estimates
The preparation of financial statements in conformity with IFRS requires the
Group to make estimates and assumptions that affect the reported and disclosed
amounts at the balance sheet date and the reported and disclosed amounts of
revenues and expenses during the reporting period. Actual results may differ
materially from the estimates made.
The most significant estimate made by management is in relation to losses and
loss adjustment expenses. This is discussed in the risk disclosures section.
Estimates in relation to losses and loss adjustment expenses recoverable are
discussed in section iv. losses below.
Estimates may also be made in determining the estimated fair value of certain
financial instruments. These are discussed in note 11 and in section ii.
investments below. Management judgement is applied in determining impairment
charges.
basis of consolidation
i. subsidiaries
The Group's consolidated financial statements include the assets, liabilities,
shareholders' equity, revenues, expenses and cash flows of LHL and its
subsidiaries. A subsidiary is an entity in which the Group owns, directly or
indirectly, more than 50% of the voting power of the entity or otherwise has
the power to govern its operating and financial policies. The results of
subsidiaries acquired are included in the consolidated financial statements
from the date on which control is transferred to the Group. Intercompany
balances, profits and transactions are eliminated.
Subsidiaries' accounting policies are consistent with the Group's accounting
policies.
ii. associates
Investments, in which the Group has significant influence over the operational
and financial policies of the investee, are initially recognised at cost and
thereafter accounted for using the equity method. Under this method, the Group
records its proportionate share of income or loss from such investments in its
results of operations for the period. Adjustments are made to associates'
accounting policies, where necessary, in order to be consistent with the
Group's accounting policies.
foreign currency translation
The functional currency, which is the currency of the primary economic
environment in which operations are conducted, for all Group entities is U.S.
dollars. Items included in the financial statements of each of the Group's
entities are measured using the functional currency. The consolidated financial
statements are also presented in U.S. dollars.
Foreign currency transactions are recorded in the functional currency for each
entity using the exchange rates prevailing at the dates of the transactions, or
at the average rate for the period when this is a reasonable approximation.
Monetary assets and liabilities denominated in foreign currencies are
translated at period end exchange rates. The resulting exchange differences on
translation are recorded in the consolidated statement of comprehensive income.
Non-monetary assets and liabilities carried at historical cost denominated in a
foreign currency are translated at historic rates. Non-monetary assets and
liabilities carried at fair value denominated in a foreign currency are
translated at the exchange rate at the date the fair value was determined, with
resulting exchange differences recorded in accumulated other comprehensive
income in shareholders' equity.
insurance contracts
i. classification
Insurance contracts are those contracts that transfer significant insurance
risk at the inception of the contract. Contracts that do not transfer
significant insurance risk are accounted for as investment contracts. Insurance
risk is transferred when an insurer agrees to compensate a policyholder if a
specified uncertain future event adversely affects the policyholder.
ii. premiums and acquisition costs
Premiums are first recognised as written at the date that the contract is
bound. The Group writes both excess of loss and pro-rata (proportional)
contracts. For the majority of excess of loss contracts, written premium is
recorded based on the minimum and deposit or flat premium, as defined in the
contract. Subsequent adjustments to the minimum and deposit premium are
recognised in the period in which they are determined. For pro-rata contracts
and excess of loss contracts where no deposit is specified in the contract,
written premium is recognised based on estimates of ultimate premiums provided
by the insureds or ceding companies. Initial estimates of written premium are
recognised in the period in which the contract is bound. Subsequent
adjustments, based on reports of actual premium by the insureds or ceding
companies, or revisions in estimates, are recorded in the period in which they
are determined.
Premiums are earned rateably over the term of the underlying risk period of the
insurance contract, except where the period of risk differs significantly from
the contract period. In these circumstances, premiums are recognised over the
period of risk in proportion to the amount of insurance protection provided.
The portion of the premium related to the unexpired portion of the risk period
is reflected in unearned premiums.
Where contract terms require the reinstatement of coverage after an insured's
or ceding company's loss, the estimated mandatory reinstatement premiums are
recorded as written premiums when a specific loss event occurs. Reinstatement
premiums are not recorded for losses included within the provision for losses
incurred but not reported ("IBNR") which do not relate to a specific loss
event.
Inwards premiums receivable from insureds and cedants are recorded net of
commissions, brokerage, premium taxes and other levies on premiums, unless the
contract specifies otherwise. These balances are reviewed for impairment, with
any impairment loss recognised as an expense in the period in which it is
determined.
Acquisition costs represent commissions, brokerage, profit commissions and
other variable costs that relate directly to the securing of new contracts and
the renewing of existing contracts. They are generally deferred over the period
in which the related premiums are earned to the extent they are recoverable out
of expected future revenue margins. All other acquisition costs are recognised
as an expense when incurred.
iii. outwards reinsurance
Outwards reinsurance premiums comprise the cost of reinsurance contracts
entered into. Outwards reinsurance premiums are accounted for in the period in
which the contract is bound. The provision for reinsurers' share of unearned
premiums represents that part of reinsurance premiums ceded which are estimated
to be earned in future financial periods. Unearned reinsurance commissions are
recognised as a liability using the same principles. Any amounts recoverable
from reinsurers are estimated using the same methodology as the underlying
losses.
The Group monitors the credit-worthiness of its reinsurers on an ongoing basis
and assesses any reinsurance assets for impairment, with any impairment loss
recognised as an expense in the period in which it is determined.
iv. losses
Losses comprise losses and loss adjustment expenses paid in the period and
changes in the provision for outstanding losses, including the provision for
IBNR and related expenses. Losses and loss adjustment expenses are charged to
income as they are incurred.
A significant portion of the Group's business is in classes with high
attachment points of coverage, including property catastrophe. Reserving for
losses in such programs is inherently complicated in that losses in excess of
the attachment level of the Group's policies are characterised by high severity
and low frequency and other factors which could vary significantly as losses
are settled. This limits the volume of industry loss experience available from
which to reliably predict ultimate losses following a loss event. In addition,
the Group has limited past loss experience, which increases the inherent
uncertainty in estimating ultimate loss levels.
Losses and loss adjustment expenses represent the estimated ultimate cost of
settling all losses and loss adjustment expenses arising from events which have
occurred up to the balance sheet date, including a provision for IBNR. The
Group does not discount its liabilities for unpaid losses. Outstanding losses
are initially set on the basis of reports of losses received from third
parties. Additional case reserves ("ACRs") are determined where the Group's
estimate of the reported loss is greater than that reported. Estimated IBNR
reserves may also consist of a provision for additional development in excess
of losses reported by insureds or ceding companies, as well as a provision for
losses which have occurred but which have not yet been reported by insureds or
ceding companies. IBNR reserves are estimated by management using various
actuarial methods as well as a combination of own loss experience, historical
insurance industry loss experience, underwriters' experience, estimates of
pricing adequacy trends, and management's professional judgement.
The estimation of the ultimate liability arising is a complex process which
incorporates a significant amount of judgement. It is reasonably possible that
uncertainties inherent in the reserving process, delays in insureds or ceding
companies reporting losses to the Group, together with the potential for
unforeseen adverse developments, could lead to a material change in losses and
loss adjustment expenses.
v. liability adequacy tests
At each balance sheet date, the Group performs a liability adequacy test using
current best estimates of future cash outflows generated by its insurance
contracts, plus any investment income thereon. If, as a result of these tests,
the carrying amount of the Group's insurance liabilities is found to be
inadequate, the deficiency is charged to income for the period, initially by
writing off deferred acquisition costs and subsequently by establishing a
provision.
financial instruments
i. cash and cash equivalents
Cash and cash equivalents are carried in the consolidated balance sheet at
amortised cost and includes cash in hand, deposits held on call with banks and
other short-term highly liquid investments with a maturity of three months or
less at the date of purchase. Carrying amounts approximate fair value due to
the short-term nature and high liquidity of the instruments.
Interest income earned on cash and cash equivalents is recognised on the
effective interest rate method. The carrying value of accrued interest income
approximates fair value due to its short-term nature and high liquidity.
ii. investments
The Group's fixed income and equity securities are quoted investments that are
classified as available for sale or fair value through profit and loss and are
carried at estimated fair value. The classification is determined at the time
of initial purchase and depends on the category of investment. Investments with
an embedded conversion option purchased since 1 January 2007 are designated as
at fair value through profit and loss. Movements in estimated fair value relate
primarily to the option component.
Regular way purchases and sales of investments are recognised at estimated fair
value less transaction costs on the trade date and are subsequently carried at
estimated fair value. Estimated fair value of quoted investments is determined
based on bid prices from recognised exchanges, broker-dealers, recognised
indices or pricing vendors. Investments are derecognised when the Group has
transferred substantially all of the risks and rewards of ownership. Realised
gains and losses are included in income in the period in which they arise.
Unrealised gains and losses from changes in estimated fair value of available
for sale investments are included in accumulated other comprehensive income in
shareholders' equity.
On derecognition of an investment, previously recorded unrealised gains and
losses are removed from accumulated other comprehensive income in shareholders'
equity and included in current period income. Changes in estimated fair value
of investments classified as at fair value through profit and loss are
recognised in current period income.
Accretion and amortisation of premiums and discounts on available for sale
fixed income securities are calculated using the effective interest rate method
and are recognised in current period net investment income. Interest income is
recognised on the effective interest rate method. The carrying value of accrued
interest income approximates fair value due to its short-term nature and high
liquidity. Dividends on equity securities are recorded as revenue on the date
the dividends become payable to the holders of record.
The Group reviews the carrying value of its available for sale investments for
evidence of impairment. An investment is impaired if its carrying value exceeds
the estimated fair value and there is objective evidence of impairment to the
asset. Such evidence would include a prolonged decline in estimated fair value
below cost or amortised cost, where other factors, such as expected cash flows,
do not support a recovery in value. If an impairment is deemed appropriate,
the difference between cost or amortised cost and estimated fair value is
removed from accumulated other comprehensive income in shareholders' equity and
charged to current period income.
Impairment losses on equity securities are not subsequently reversed through
income. Impairment losses on fixed income securities may be subsequently
reversed through income.
iii. derivative financial instruments
Derivatives are recognised at estimated fair value on the date a contract is
entered into, the trade date, and are subsequently carried at estimated fair
value. Derivative instruments with a positive fair value are recorded as
derivative financial assets and those with a negative fair value are recorded
as derivative financial liabilities. Embedded derivatives that are not closely
related to their host contract are bifurcated and changes in estimated fair
value are recorded through income.
Derivative and embedded derivative financial instruments include option, swap,
forward and future exchange-traded contracts. They derive their value from the
underlying instrument and are subject to the same risks as that underlying
instrument, including liquidity, credit and market risk. Estimated fair values
are based on exchange or broker-dealer quotations, where available, or
discounted cash flow models, which incorporate the pricing of the underlying
instrument, yield curves and other factors, with changes in the estimated fair
value of instruments that do not qualify for hedge accounting recognised in
current period income. For discounted cash flow techniques, estimated future
cash flows are based on management's best estimates and the discount rate used
is an appropriate market rate.
Derivative financial assets and liabilities are offset and the net amount is
reported in the consolidated balance sheet only to the extent there is a
legally enforceable right of offset and there is an intention to settle on a
net basis, or to realise the assets and liabilities simultaneously. Derivative
financial assets and liabilities are derecognised when the Group has
transferred substantially all of the risks and rewards of ownership or the
liability is discharged, cancelled or expired.
iv. long-term debt
Long-term debt is recognised initially at fair value, net of transaction costs
incurred. Thereafter it is held at amortised cost, with the amortisation
calculated using the effective interest rate method. Derecognition occurs when
the obligation has been extinguished.
property, plant and equipment
Property, plant and equipment is carried at historical cost, less accumulated
depreciation and any impairment in value. Depreciation is calculated to
write-off the cost over the estimated useful economic life on a straight-line
basis as follows:
IT equipment 33% per annum
Office furniture and equipment 33% per annum
Leasehold improvements 20% per annum
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted if appropriate, at each balance sheet date.
An item of property, plant or equipment is derecognised on disposal or when no
future economic benefits are expected to arise from the continued use of the
asset.
Gains and losses on the disposal of property, plant and equipment are
determined by comparing proceeds with the carrying amount of the asset, and are
included in the consolidated statement of comprehensive income. Costs for
repairs and maintenance are charged to income as incurred.
leases
Rentals payable under operating leases are charged to income on a straight-line
basis over the lease term.
employee benefits
i. equity compensation plans
The Group operates a restricted share scheme. The Group has also operated a
management warrant plan and an option plan in the past. The fair value of the
equity instruments granted is estimated on the date of grant. The estimated
fair value is recognised as an expense pro-rata over the vesting period of the
instrument, adjusted for the impact of any non-market vesting conditions. No
adjustment to the estimated fair value is made in respect of market vesting
conditions.
At each balance sheet date, the Group revises its estimate of the number of
restricted shares, warrants and options that are expected to become
exercisable. It recognises the impact of the revision of original estimates, if
any, in the consolidated statement of comprehensive income, and a corresponding
adjustment is made to other reserves in shareholders' equity over the remaining
vesting period.
On exercise, the differences between the expense charged to the consolidated
statement of comprehensive income and the actual cost to the Group is
transferred to retained earnings. Where new shares are issued, the proceeds
received are credited to share capital and share premium.
ii. pensions
The Group operates a defined contribution plan. On payment of contributions to
the plan there is no further obligation to the Group. Contributions are
recognised as employee benefits in the consolidated statement of comprehensive
income in the period to which they relate.
tax
Income tax represents the sum of the tax currently payable and any deferred
tax. The tax payable is calculated based on taxable profit for the period.
Taxable profit for the period can differ from that reported in the consolidated
statement of comprehensive income due to certain items which are not tax
deductible or which are deferred to subsequent periods.
Deferred tax is recognised on temporary differences between the assets and
liabilities in the consolidated balance sheet and their tax base. Deferred tax
assets or liabilities are accounted for using the balance sheet liability
method. Deferred tax assets are recognised to the extent that realising the
related tax benefit through future taxable profits is likely.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred income taxes relate to the same fiscal authority.
own shares
Own shares include shares repurchased under share repurchase authorisations and
held in treasury plus shares repurchased and held in trust for the purposes of
employee equity based compensation schemes. Own shares are deducted from
shareholders' equity. No gain or loss is recognised on the purchase, sale,
cancellation or issue of own shares and any consideration paid or received is
recognised directly in equity.
risk disclosures: introduction
The Group is exposed to risks from several areas including insurance risk,
market risk, liquidity risk, credit risk, operational risk and strategic risk.
The primary risk to the Group is insurance risk.
The Group has a comprehensive Enterprise Risk Management ("ERM") program. ERM
is co-ordinated by the Chief Risk Officer ("CRO") who reports to the Board of
Directors on matters related to risk. The Board of Directors sets the overall
risk profile and risk appetite for the Group, while the Group's senior
management team is actively involved in all aspects of risk and capital
management. Risk Committees are in place at the operating entity level. The
Committees provide reports and updates to the operating entity and Group Boards
of Directors. The Risk Committees operate within the framework of agreed Terms
of Reference and help to define and monitor risk tolerance levels over all
categories of risk for the operating entities. This includes the level of
capital the operating entities are willing to expose to certain risks. The
Committees meet formally at least quarterly to review, amongst other things,
established tolerance levels, actual risk levels versus tolerances, emerging
risks and material risk failures or losses. The CRO is responsible for
monitoring the adherence to the tolerance levels. Any risk tolerance breaches
are reported to the Risk Committees, and thus to the Boards of Directors.
Identification of emerging risks, and monitoring of already recognised risks,
is the responsibility of individual risk owners but the process is facilitated
by the CRO. Risk owners periodically perform an exercise to identify the
Group's most significant risks. Risk reports are provided to the management
team on a regular basis to assist in monitoring risk levels, threats and
opportunities. The Group's risk register is a fundamental tool for integrating
risk and capital management into the day to day operations of the Group, and is
a point of reference for decision making and change management. Risk registers
also assist in embedding ERM through the Group and strengthen the risk
assessment, risk identification, risk monitoring and risk mitigation process.
Risk registers are formally reviewed at least quarterly by each risk owner and
the CRO.
The Group's ERM framework has four primary drivers:
a. strategy;
b. culture;
c. process; and
d. infrastructure.
a. strategy
Strategy is the core of the Group's ERM framework and includes risk appetite
and performance targets.
b. culture
The risk management tone is set by the Group Board of Directors and
communicated throughout the organisation by the management team. The management
team ensures consistent communication of risks across the Group and has
established an environment that provides continuous training and development of
employees, and a structured method of performance measurement and remuneration.
c. process
Process incorporates five elements:
* Risk identification;
* Risk assessment;
* Risk mitigation and management;
* Risk measurement and reporting; and
* Roles and responsibilities.
An important component of the ERM process is the quarterly affirmation
certification where each risk owner is required to affirm their key risks and
the performance of control activities under their remit. Risk owners are also
required to comment on control failures or instances of fraud, if they occur,
and the status of policies and procedures as part of their affirmations.
d. infrastructure
Setting and monitoring of risk tolerance limits and the design and monitoring
of controls is supported by the Group's infrastructure, which includes IT
systems and processes and regular management and executive meetings.
internal audit
Internal audit plays a key role by providing an independent opinion regarding
the accuracy and completeness of risks, in addition to verification of the
effectiveness of key and compensating controls. Internal audit's roles and
responsibilities are clearly defined through the Internal Audit Charter. The
head of internal audit reports directly to the Group Audit Committee. The CRO
also receives a copy of each audit report and considers the findings and agreed
actions in the context of the risk policies and risk management strategy of
each area.
The integration of internal audit and ERM into the business helps facilitate
the Group's management in the protection of its assets and reputation.
economic capital model
The foundation of the Group's risk based capital approach to decision making is
its economic capital model ("BLAST"), which is based on the widely accepted
economic capital modeling tool, ReMetrica. Management uses BLAST primarily for
monitoring its insurance risks. However, BLAST is also used to monitor the
entire spectrum of risks including market, credit and operational risks.
BLAST produces data in the form of a stochastic distribution for all classes,
including non-elemental classes. The distribution includes the mean outcome and
the result at various return periods, including very remote events. BLAST
includes the calculation of present and projected financial outcomes for each
insurance class, and also recognises diversification credit. This arises as
individual risks are generally not strongly correlated and are unlikely to all
produce profits or losses at the same time. Diversification credit is
calculated within categories or across a range of risk categories, with the
most significant impact resulting from insurance risks. BLAST also measures the
Group's aggregate insurance exposures. It therefore helps senior management and
the Board of Directors determine the level of capital required to meet the
combined risk from a wide range of categories. Assisted by BLAST, the Group
seeks to achieve an improved risk-adjusted return over time.
BLAST is used in strategic underwriting decisions as part of the Group's annual
planning process. Management utilises BLAST in assessing the impact of
strategic decisions on individual classes of business that the Group writes, or
is considering writing, as well as the overall resulting financial impact to
the Group. BLAST output is reviewed, including the anticipated loss curves and
combined ratios, to determine profitability and risk tolerance headroom by
class. The output from BLAST assists in portfolio optimisation decisions.
In addition, usually on a fortnightly basis, management reviews BLAST output to
monitor its expected losses against its risk tolerances for each class of
business. Should a tolerance breach occur, action is taken to mitigate the
breach and the risk owner is required to produce a breach mitigation plan. A
breach form is required which is approved by the CRO and the operating entity
CEO. Breaches may be reported to members of management, the Risk Management
Forum, the Risk Committee and the Board of Directors, depending on the
circumstances.
A. insurance risk
The Group underwrites worldwide short-tail insurance and reinsurance contracts
that transfer insurance risk, including risks exposed to both natural and
man-made catastrophes. The Group's exposure in connection with insurance
contracts is, in the event of insured losses, whether premiums will be
sufficient to cover the loss payments and expenses. Insurance and reinsurance
markets are cyclical and premium rates and terms and conditions vary by line of
business depending on market conditions and the stage of the cycle. Market
conditions are impacted by capacity and recent loss events, amongst other
factors. The Group's underwriters assess likely losses using their experience
and knowledge of past loss experience, industry trends and current
circumstances. This allows them to estimate the premiums sufficient to meet
likely losses and expenses.
The Group considers insurance risk at an individual contract level, at a sector
level, a geographic level, and at an aggregate portfolio level to ensure
careful risk selection, limits on concentration and appropriate portfolio
diversification are accomplished. The Group's four principal classes, or lines,
are property, energy, marine and aviation. These classes are deemed to be the
Group's operating segments. The level of insurance risk tolerance per class per
occurrence and in aggregate is set by the Risk Committees and ultimately
approved by the Board of Directors.
A number of controls are deployed to control the amount of insurance exposure
assumed:
* The Group has a rolling three year strategic plan that helps establish the
over-riding business goals that the Board of Directors aims to achieve;
* A detailed business plan is produced annually which includes expected
premiums and combined ratios by class and considers capital usage and
requirements. The plan is approved by the Board of Directors and is
monitored and reviewed on an on-going basis;
* BLAST is used to measure occurrence risks, aggregate risks and correlations
between classes;
* Each authorised class has a pre-determined normal maximum line structure;
* The Group has pre-determined tolerances on probabilistic and deterministic
losses of capital for certain single events and aggregate losses over a
period of time;
* Risk levels versus tolerances are communicated broadly on a regular basis;
* A daily underwriting meeting is held to peer review insurance proposals,
opportunities and emerging risks;
* Sophisticated pricing models are utilised in certain areas of the
underwriting process, and are updated frequently;
* BLAST and other computer modeling tools are deployed to simulate
catastrophes and resultant losses to the portfolio and the Group; and
* Reinsurance may be purchased to mitigate both frequency and severity of
losses.
The Group also maintains targets for the maximum proportion of capital,
including long-term debt, that can be lost in a single extreme event or a
combination of events.
Some of the Group's business provides coverage for natural catastrophes (i.e.
hurricanes, earthquakes and floods) and is subject to potential seasonal
variation. A proportion of the Group's business is exposed to large catastrophe
losses in North America, Europe and Japan as a result of windstorms. The level
of windstorm activity, and landfall thereof, during the North American,
European and Japanese wind seasons may materially impact the Group's loss
experience. The North American and Japanese wind seasons are typically June to
November and the European wind season November to March. The Group also bears
exposure to large losses arising from other non-seasonal natural catastrophes,
such as earthquakes, from risk losses throughout the year and from war,
terrorism and political risk and other events.
The Group's exposures to certain events, as a percentage of capital, including
long-term debt, are shown below. Net loss estimates are before income tax and
net of reinstatement premiums and outward reinsurance.
as at 31 december 2009 $m % of $m % of
capital capital
zones perils 100 year return period 250 year return
estimated net loss period estimated net
loss
gulf of mexico(1) hurricane 278.5 18.4 391.2 25.9
california earthquake 190.1 12.6 292.6 19.4
pan-european windstorm 163.2 10.8 261.7 17.3
japan earthquake 138.2 9.2 236.1 15.6
japan typhoon 86.3 5.7 170.8 11.3
(1) landing hurricane from florida to texas
as at 31 december 2008 $m % of $m % of
capital capital
zones perils 100 year return period 250 year return
estimated net loss period estimated net
loss
gulf of mexico(1) hurricane 250.2 17.8 357.1 25.4
california earthquake 177.1 12.6 255.6 18.2
pan-european windstorm 143.7 10.2 203.0 14.5
japan earthquake 213.3 15.2 244.2 17.4
japan typhoon 110.3 7.9 170.4 12.1
(1) landing hurricane from florida to texas
There can be no guarantee that the modeled assumptions and techniques deployed
in calculating these figures are accurate. There could also be an unmodeled
loss which exceeds these figures. In addition, any modeled loss scenario could
cause a larger loss to capital than the modeled expectation.
Details of annual gross premiums written by line of business are provided
below:
2009 2008
$m % $m %
property 317.3 50.5 302.7 47.5
energy 175.5 28.0 185.2 29.0
marine 73.7 11.7 78.6 12.3
aviation 61.3 9.8 71.6 11.2
total 627.8 100.0 638.1 100.0
Details of annual gross premiums written by geographic area of risks insured
are provided below:
2009 2008
$m % $m %
worldwide offshore 227.3 36.2 232.6 36.5
U.S. and Canada 158.3 25.2 112.8 17.7
worldwide, including the U.S. and Canada 119.2 19.0 124.2 19.4
(1)
europe 36.2 5.8 42.0 6.6
worldwide, excluding the U.S. and Canada 35.6 5.7 48.5 7.6
(2)
far east 13.2 2.1 17.3 2.7
middle east 11.9 1.9 12.4 1.9
rest of world 26.1 4.1 48.3 7.6
total 627.8 100.0 638.1 100.0
(1) worldwide, including the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area
(2) worldwide, excluding the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area, but that specifically exclude the U.S. and Canada
Sections a to d below describe the risks in each of the four principal lines of
business written by the Group.
a. property
Gross premiums written, for the year:
2009 2008
$m $m
property direct and facultative 88.6 93.8
property catastrophe excess of loss 76.3 23.4
terrorism 69.1 75.5
property retrocession 61.2 76.4
property political risk 15.5 28.1
other property 6.6 5.5
total 317.3 302.7
Property direct and facultative business is typically written on a first loss
basis, i.e. for a limit smaller than the total insured values, on an excess of
loss basis, where the exposure is excess of a deductible retained by the
insured, plus lower layers of coverage provided by other (re)insurers. Cover is
generally provided to medium to large commercial and industrial enterprises
with high value locations for non-elemental perils, including fire and
explosion, and elemental (natural catastrophe) perils including flood,
windstorm, earthquake and tornado. Not all risks include both elemental and
non-elemental coverage. Coverage usually includes indemnification for both
property damage and business interruption.
Property catastrophe excess of loss covers elemental risks and is written on an
excess of loss treaty basis. The property catastrophe excess of loss portfolio
is written within the U.S. and also internationally. Cover is offered for
specific perils and regions or countries.
Terrorism business is written on an excess of loss basis and can be written
either ground up (i.e. the insured does not retain a deductible) or for primary
or high excess layers, with cover provided for U.S. and worldwide property
risks, but excluding nuclear, chemical and biological coverage in most
territories. Cover is, as for direct and facultative business, generally
provided to medium to large commercial and industrial enterprises. Policies are
typically written for scheduled locations and exposure is controlled by setting
limits on aggregate exposure within a "blast zone" radius. Some national pools
are also written, which may include nuclear, chemical and biological coverage.
Property retrocession is written on an excess of loss basis through treaty
arrangements and covers elemental perils. Programs are often written on a
pillared basis, with separate geographic zonal limits for risks in the U.S. and
Canada and for risks outside the U.S. and Canada.
Political risk cover is generally written on a ground up excess of loss basis,
on an individual case by case basis, and coverage can vary significantly
between policies. Within its political risk class the Group also offers cover
for sovereign and quasi-sovereign credit risk. The Group does not currently
write private obligor trade credit.
The Group is exposed to large natural catastrophic losses, such as windstorm
and earthquake loss, from assuming property catastrophe excess of loss and
property retrocession portfolio risks and also from its property direct and
facultative portfolio. Exposure to such events is controlled and measured by
setting limits on aggregate exposures in certain classes per geographic zone
and through loss modeling. The accuracy of the latter exposure analysis is
limited by the quality of data and effectiveness of the modeling. It is
possible that a catastrophic event significantly exceeds the expected modeled
event loss. The Group's appetite and exposure guidelines to large losses are
set out in the preceding section, A. insurance risk.
Reinsurance may be purchased to mitigate exposures to large natural catastrophe
losses in the U.S. and Canada. Reinsurance may also be purchased to reduce the
Group's worldwide exposure to large risk losses.
b. energy
Gross premiums written, for the year:
2009 2008
$m $m
worldwide offshore energy 100.5 76.3
gulf of mexico offshore energy 53.8 74.3
construction energy 10.7 21.5
onshore energy 7.8 10.0
other energy 2.7 3.1
total 175.5 185.2
Energy risks are written mostly on a direct excess of loss basis and may be
ground up or on primary or high excess of loss. Worldwide offshore energy
policies are typically "package" policies which may include physical damage,
business interruption and third party liability sections. Coverage can include
fire and explosion and occasionally elemental perils. Individual assets covered
can be high value and are therefore mostly written on a subscription basis.
Gulf of Mexico offshore energy programs cover elemental and non-elemental
risks. The largest exposure is from hurricanes in the Gulf of Mexico. Exposure
to such events is controlled and measured through loss modeling. The accuracy
of this exposure analysis is limited by the quality of data and effectiveness
of the modeling. It is possible that a catastrophic event exceeds the expected
event loss. The Group's appetite and exposure guidelines to large losses are
set out in the preceding section, A. insurance risk. Most policies have
sub-limits on coverage for elemental losses.
Construction energy contracts generally cover all risks of platform and
drilling units under construction. Onshore energy risks can include onshore
Gulf of Mexico and worldwide energy installations and are largely subject to
the same loss events as described above.
Reinsurance protection may be purchased to protect a portion of loss from
elemental and non-elemental energy claims, and from the accumulation of
smaller, attritional losses.
c. marine
Gross premiums written, for the year:
2009 2008
$m $m
marine hull and total loss 25.6 30.6
marine hull war 20.0 11.3
marine builders risk 16.7 26.3
marine P&I clubs 10.0 9.2
other marine 1.4 1.2
total 73.7 78.6
Marine business is predominantly written on an excess of loss basis. With the
exception of the marine P&I clubs where high excess layers are written, most
policies are written on a ground up basis. Marine hull and total loss is
generally written on a direct basis and covers marine risks on a worldwide
basis, primarily for physical damage. Marine hull war is direct insurance of
loss of vessels from war, piracy or terrorist attack. Marine builders risk
covers the building of ocean going vessels in specialised yards worldwide.
Marine P&I is mostly the reinsurance of The International Group of Protection
and Indemnity Clubs. Marine cargo programs are not normally written.
The largest expected exposure in the marine class is from physical loss rather
than from elemental loss events.
Reinsurance may be purchased to reduce the Group's exposure to both large risk
losses and an accumulation of smaller, attritional losses.
d. aviation
Gross premiums written, for the year:
2009 2008
$m $m
AV52 52.9 51.2
aviation reinsurance - 13.7
other aviation 8.4 6.7
total 61.3 71.6
AV52 is written on a risk attaching excess of loss basis and provides coverage
for third party liability, excluding own passenger liability, resulting from
acts of war or hijack of aircraft, excluding U.S. commercial airlines and
certain other countries whose governments provide a backstop coverage. Other
aviation business includes aviation hull war risks and contingent hull, which
the Group writes from time to time. The Group does not presently write general
aviation business, including hull and liabilities.
Reinsurance may be purchased to mitigate exposures to an AV52 event loss.
reinsurance
The Group, in the normal course of business and in accordance with its risk
management practices, seeks to reduce certain types of loss that may arise from
events that could cause unfavourable underwriting results by entering into
reinsurance arrangements. Reinsurance does not relieve the Group of its
obligations to policyholders. Under the Group's reinsurance security policy,
reinsurers are assessed and approved as appropriate security based on their
financial strength ratings, amongst other factors. The Group Reinsurance
Security Committee ("GRSC") has defined limits by reinsurer by rating and an
aggregate exposure to a rating band. The GRSC considers reinsurers that are not
rated or do not fall within the pre-defined rating categories on a case by case
basis, and would usually require collateral to be posted to support such
obligations. The GRSC monitors the credit-worthiness of its reinsurers on an
ongoing basis and meets formally at least quarterly.
Reinsurance protection is typically purchased on an excess of loss basis and
occasionally includes industry loss warranty covers. The mix of reinsurance
cover is dependent on the specific loss mitigation requirements, market
conditions and available capacity. The structure varies between types of peril
and subclass. The Group regularly reviews its catastrophe exposures and may
purchase reinsurance in order to reduce the Group's net exposure to a large
natural catastrophe loss and/or to reduce net exposures to other large losses.
There is no guarantee that reinsurance coverage will be available to meet all
potential loss circumstances, as it is possible that the cover purchased is not
sufficient. Any loss amount which exceeds the program would be retained by the
Group. Some parts of the reinsurance program have limited reinstatements
therefore the number of claims which may be recovered from second or subsequent
losses in those particular circumstances is limited.
insurance liabilities
For most insurance and reinsurance companies, the most significant judgement
made by management is the estimation of loss and loss adjustment expense
reserves. The estimation of
the ultimate liability arising from claims made under insurance and reinsurance
contracts is a critical estimate for the Group.
Under generally accepted accounting principles, loss reserves are not permitted
until the occurrence of an event which may give rise to a claim. As a result,
only loss reserves applicable to losses incurred up to the reporting date are
established, with no allowance for the provision of a contingency reserve to
account for expected future losses or for the emergence of new types of latent
claims. Claims arising from future events can be expected to require the
establishment of substantial reserves from time to time. All reserves are
reported on an undiscounted basis.
Loss and loss adjustment expense reserves are maintained to cover the Group's
estimated liability for both reported and unreported claims. Reserving
methodologies that calculate a point estimate for the ultimate losses are
utilised, and then a range is developed around these point estimates. The point
estimate represents management's best estimate of ultimate loss and loss
adjustment expenses. The Group's internal actuaries review the reserving
assumptions and methodologies on a quarterly basis with loss estimates being
subject to a quarterly corroborative review by independent actuaries, using
U.S. generally accepted actuarial principles. This independent review is
presented to the Group's Audit Committee. The Group has also established Large
Loss and Reserve Committees at the operating entity level, which have
responsibility for the review of large claims, their development and any
changes in reserving methodology and assumptions on a quarterly basis.
The extent of reliance on management's judgement in the reserving process
differs as to whether the business is insurance or reinsurance, whether it is
short-tail or long-tail and whether the business is written on an excess of
loss or on a pro-rata basis. Over a typical annual period, the Group expects to
write the large majority of programs on a direct excess of loss basis. The
Group does not currently write a significant amount of long-tail business.
a. insurance versus reinsurance
Loss reserve calculations for direct insurance business are not precise in that
they deal with the inherent uncertainty of future contingent events. Estimating
loss reserves requires management to make assumptions regarding future
reporting and development patterns, frequency and severity trends, claims
settlement practices, potential changes in the legal environment and other
factors, such as inflation. These estimates and judgements are based on
numerous factors, and may be revised as additional experience or other data
becomes available or reviewed as new or improved methodologies are developed or
as current laws change.
Furthermore, as a broker market reinsurer, management must rely on loss
information reported to brokers by other insurers who must estimate their own
losses at the policy level, often based on incomplete and changing information.
The information management receives varies by cedant and may include paid
losses, estimated case reserves, and an estimated provision for IBNR reserves.
Additionally, reserving practices and the quality of data reporting may vary
among ceding companies which adds further uncertainty to the estimation of the
ultimate losses.
b. short-tail versus long-tail
In general, claims relating to short-tail property risks, such as the majority
of risks underwritten by the Group, are reported more promptly by third parties
than those relating to long-tail risks, including the majority of casualty
risks. However, the timeliness of reporting can be affected by such factors as
the nature of the event causing the loss, the location of the loss, and whether
the losses are from policies in force with insureds, primary insurers or with
reinsurers.
c. excess of loss versus proportional
For excess of loss business, management are aided by the fact that each policy
has a defined limit of liability arising from one event. Once that limit has
been reached, there is no further exposure to additional losses from that
policy for the same event. For proportional business, generally an initial
estimated loss and loss expense ratio (the ratio of losses and loss adjustment
expenses incurred to premiums earned) is used, based upon information provided
by the insured or ceding company and/or their broker and management's
historical experience of that treaty, if any, and the estimate is adjusted as
actual experience becomes known.
d. time lags
There is a time lag inherent in reporting from the original claimant to the
primary insurer to the broker and then to the reinsurer. Also, the combination
of low claims frequency and high severity makes the available data more
volatile and less useful for predicting ultimate losses. In the case of
proportional contracts, reliance is placed on an analysis of a contract's
historical experience, industry information, and the professional judgement of
underwriters in estimating reserves for these contracts. In addition, if
available, reliance is placed partially on ultimate loss ratio forecasts as
reported by insureds or cedants, which are normally subject to a quarterly or
six month lag.
e. uncertainty
As a result of the time lag described above, an estimation must be made of IBNR
reserves, which consist of a provision for additional development in excess of
the case reserves reported by insureds or ceding companies, as well as a
provision for claims which have occurred but which have not yet been reported
by insureds or ceding companies. Because of the degree of reliance that is
necessarily placed on insureds or ceding companies for claims reporting, the
associated time lag, the low frequency/high severity nature of much of the
business that the Group underwrites, and the varying reserving practices among
ceding companies, reserve estimates are highly dependent on management
judgement and therefore uncertain. During the loss settlement period, which may
be years in duration, additional facts regarding individual claims and trends
often will become known, and current laws and case law may change, with a
consequent impact on reserving.The claims count on the types of insurance and
reinsurance that the Group writes, which are low frequency and high severity in
nature, is generally low.
For certain catastrophic events there is greater uncertainty underlying the
assumptions and associated estimated reserves for losses and loss adjustment
expenses. Complexity resulting from problems such as policy coverage issues,
multiple events affecting one geographic area and the resulting impact on
claims adjusting (including the allocation of claims to the specific event and
the effect of demand surge on the cost of building materials and labour) by,
and communications from, insureds or ceding companies, can cause delays to the
timing with which the Group is notified of changes to loss estimates.
At 31 December 2009 management's estimates for IBNR represented 43.8% of total
net loss reserves (2008 - 32.6%). The majority of the estimate relates to
potential claims on non-elemental risks where timing delays in insured or
cedant reporting may mean losses could have occurred which the Group were not
made aware of by the balance sheet date.
B. market risk
The Group is at risk of loss due to movements in market factors. These include
investment, insurance, debt and currency risks. These risks, and the management
thereof, are described below.
a. investment risk
Movements in investments resulting from changes in interest and inflation
rates, amongst other factors, may lead to an adverse impact on the value of the
Group's investment portfolio. Investment guidelines are established by the
Investment Committee of the Board of Directors to manage this risk. Investment
guidelines set parameters within which the Group's external investment managers
must operate. Important parameters include guidelines on permissible assets,
duration ranges, credit quality and maturity. Investment guidelines exist at
the individual portfolio level and for the Group's consolidated portfolio.
Compliance with guidelines is monitored on a monthly basis. Any adjustments to
the investment guidelines are approved by the Investment Committee and the
Board of Directors.
Within the Group guidelines is a sub-set of guidelines for the portion of funds
required to meet near term obligations and cash flow needs following an extreme
event. The funds to cover this potential liability are designated as the "core"
portfolio and the portfolio duration is matched to the duration of the
insurance liabilities, within an agreed range. The core portfolio is invested
in fixed income securities and cash and cash equivalents. The core portfolio
may, at times, contain assets significantly in excess of those required to meet
insurance liabilities or other defined funding needs. The sub-set of guidelines
adds a further degree of requirements, including fewer allowable asset classes,
higher credit quality, shorter duration and higher liquidity. The primary
objectives of this portion of assets are capital preservation and providing
liquidity to meet insurance and other near term obligations.
Assets in excess of those required to be held in the core portfolio, are
typically held in the "core plus" or "surplus" portfolios. The core plus
portfolio is invested in fixed income securities and cash and cash equivalents.
The surplus portfolio is invested in fixed income securities, cash and cash
equivalents and can also be invested in equity securities and derivative
instruments. The assets in the core plus and surplus portfolios are not matched
to specific insurance liabilities. In general, the duration of the surplus
portfolio may be slightly longer than the core or core plus portfolio, while
maintaining a focus on high quality assets. Currently, the Group does not hold
any equity securities or any alternative investments, such as hedge funds.
The Group reviews the composition, duration and asset allocation of its
investment portfolio on a regular basis in order to respond to changes in
interest rates and other market conditions. If certain asset classes are
anticipated to produce a higher return within management's risk tolerance an
adjustment in asset allocation may be made. Conversely, if the risk profile is
expected to move outside of tolerance levels, adjustments may be made to reduce
the risks in the portfolio.
The Group's fixed income portfolios are managed by three external investment
managers. The equity portfolio was managed by one investment manager and was
fully liquidated in the first half of 2009. The performance of the managers is
monitored on an on-going basis.
The investment mix of the fixed income portfolios is as follows:
as at 31 december 2009 $m % $m % $m % $m %
available for sale - core core plus surplus total
external
- short-term investments 164.3 8.7 3.5 0.2 14.5 0.8 182.3 9.7
- U.S. treasuries 49.8 2.6 8.4 0.4 196.6 10.4 254.8 13.4
- other government bonds 14.0 0.7 - - 62.3 3.3 76.3 4.0
- U.S. government agency 35.1 1.9 10.7 0.6 69.2 3.7 115.0 6.2
debt
- U.S. government agency 64.0 3.4 16.4 0.9 404.0 21.3 484.4 25.6
mortgage backed
securities
- corporate bonds 151.0 8.0 11.8 0.6 317.0 16.8 479.8 25.4
- corporate bonds - FDIC 124.3 6.5 5.0 0.3 64.1 3.4 193.4 10.2
guaranteed(1)
total available for sale 602.5 31.8 55.8 3.0 1,127.7 59.7 1,786.0 94.5
- external
available for sale -
internal
- short-term investments 106.5 5.5 - - - - 106.5 5.5
total fixed income 709.0 37.3 55.8 3.0 1,127.7 59.7 1,892.5 100.0
securities
(1) FDIC guaranteed corporate bonds are protected by the Federal Deposit
Insurance Corporation, an independent agency of the U.S. government
as at 31 december 2008 $m % $m % $m % $m %
core core plus surplus total
available for sale -
external
- short-term investments 101.5 6.4 9.9 0.6 52.2 3.3 163.6 10.3
- U.S. treasuries 148.3 9.3 15.8 1.0 27.6 1.7 191.7 12.0
- other government bonds 27.7 1.7 11.4 0.7 15.0 0.9 54.1 3.3
- U.S. government agency 39.5 2.5 15.5 1.0 59.5 3.7 114.5 7.2
debt
- U.S. government agency 180.9 11.3 82.2 5.1 351.3 22.0 614.4 38.4
mortgage backed
securities
- corporate bonds 138.3 8.6 52.0 3.2 113.2 7.1 303.5 18.9
- corporate bonds - FDIC 108.8 6.8 14.6 0.9 30.0 1.9 153.4 9.6
guaranteed(1)
- convertible debt - - - - 0.2 - 0.2 -
securities
available for sale - 745.0 46.6 201.4 12.5 649.0 40.6 1,595.4 99.7
external
at fair value through profit and loss - external
- convertible debt - - - - 4.0 0.3 4.0 0.3
securities
total fixed income 745.0 46.6 201.4 12.5 653.0 40.9 1,599.4 100.0
securities
(1) FDIC guaranteed corporate bonds are protected by the Federal Deposit
Insurance Corporation, an independent agency of the U.S. government
The sector allocation of the corporate bonds and convertible debt securities is
as follows:
2009 2008
as at 31 december $m % $m %
sector
financial 344.1 51.1 254.6 55.2
industrial 262.9 39.1 172.7 37.5
utility 52.7 7.8 15.7 3.4
other 13.5 2.0 18.1 3.9
total 673.2 100.0 461.1 100.0
The financial sector allocation includes $193.4 million (2008 - $153.4 million)
of FDIC guaranteed bonds.
The Group's net asset value is directly impacted by movements in the value of
investments held. Values can be impacted by movements in interest rates, credit
ratings, economic environment and outlook, and exchange rates.
Following the liquidation of its equity portfolio in the first half of 2009,
the Group has no exposure to valuation risk from equity securities. The impact
on net unrealised gains and losses of a 10% fall in the value of the Group's
equity portfolio at 31 December 2008 would have been $0.6 million. Valuation
risk in the equity portfolio was mitigated by diversifying the portfolio across
sectors.
The Group's investment portfolio is comprised mainly of fixed income
securities. The fair value of the Group's fixed income portfolio is generally
inversely correlated to movements in market interest rates. If market interest
rates fall, the fair value of the Group's fixed income securities would tend to
rise and vice versa.
The sensitivity of the price of fixed income securities, and certain
derivatives, to movements in interest rates is indicated by their duration(1).
The greater a security's duration, the greater its price volatility to
movements in interest rates. The sensitivity of the Group's fixed income and
derivative investment portfolio to interest rate movements is detailed below,
assuming linear movements in interest rates:
2009 2008
as at 31 december $m % $m %
immediate shift in yield
(basis points)
100 (56.7) (3.0) (43.1) (2.7)
75 (42.5) (2.2) (32.3) (2.0)
50 (28.3) (1.5) (21.6) (1.4)
25 (14.2) (0.7) (10.8) (0.7)
(25) 10.0 0.5 6.6 0.4
(50) 20.0 1.1 13.1 0.8
(75) 29.9 1.6 19.7 1.2
(100) 39.9 2.1 26.2 1.6
(1) duration is the weighted average maturity of a security's cash flows, where
the present values of the cash flows serve as the weights. The effect of
convexity on the portfolio's response to changes in interest rates has been
factored into the data above.
The Group mitigates interest rate risk on the investment portfolio by
establishing and monitoring duration ranges in its investment guidelines. The
duration of the core portfolio is matched to the modeled duration of the
insurance reserves, within a permitted range. The permitted duration range for
the core plus portfolio is between one and four years and the surplus portfolio
is between one and five years.
The duration of the externally managed portfolios, expressed in years, is as
follows:
as at 31 december 2009 2008
core portfolio 1.6 1.7
core plus portfolio 1.9 1.4
surplus portfolio 3.2 2.6
In addition to duration management, the Group uses Value at Risk ("VaR") on a
monthly basis to measure potential losses in the estimated fair values of its
cash and invested assets and to understand and monitor risk.
The VaR calculation is performed using variance/covariance risk modeling to
capture the cash flows and embedded optionality of the portfolio. Securities
are valued individually using market standard pricing models. These security
valuations serve as the input to many risk analytics, including full valuation
risk analyses, as well as parametric methods that rely on option adjusted risk
sensitivities to approximate the risk and return profiles of the portfolio.
The principal measure that is produced is a ninety day VaR at the 95th
percentile confidence level. Management also monitors the 99th percentile
confidence level. The ninety day VaR, at the 95th percentile confidence level,
measures the minimum amount the assets should be expected to lose in a ninety
day time horizon, under normal conditions, 5% of the time. The current VaR
tolerance is 4.0% of shareholders' equity, using the ninety day VaR at the 95th
percentile confidence level.
The Group's VaR calculations are as follows:
2009 2008
as at 31 december $m % $m %
95th percentile confidence level 40.4 2.9 43.1 3.4
99th percentile confidence level 57.0 4.1 60.9 4.8
derivative financial instruments
The Group may utilise derivative instruments for yield enhancement, duration
management, interest rate and foreign currency exposure management, or to
obtain an exposure to a specific financial market, currency or product. The
Group currently invests in the following derivative financial instruments:
mortgage backed "to be announced" securities ("TBAs")
The TBA market is essentially a forward or delayed delivery market for
mortgage-backed securities issued by U.S. government agencies, where securities
of a specific term and interest rate are bought or sold for future settlement
on a "to be announced" basis. TBAs are generally physically settled and
classified as available for sale fixed income securities. Occasionally TBAs may
be traded for net settlement. Such instruments are deemed to be derivative
instruments. All TBAs classified as derivatives are held on a non-leveraged
basis. The credit exposure is restricted to the differential between the
settlement value of the forward purchase and the forward sale. The
credit-worthiness of the counter-party is monitored and collateral may be
required on open positions.
The estimated fair value of TBA positions is an asset and corresponding
liability of $nil (2008 - $116.4 million).
futures
The Group's investment guidelines only permit the use of futures that are
exchange-traded. Such futures provide the Group with participation in market
movements, determined by the underlying instrument on which the futures
contract is based, without holding the instrument itself or the individual
securities. This approach allows the Group more efficient and less costly
access to the exposure than would be available by the exclusive use of
individual fixed income and money market securities. Exchange-traded futures
contracts may also be used as substitutes for ownership of the physical
securities.
All futures contracts are held on a non-leveraged basis. An initial margin is
provided, which is a deposit of cash and/or securities in an amount equal to a
prescribed percentage of the contract value. The fair value of futures
contracts is estimated daily and the margin is adjusted accordingly with
unrealised gains and/or losses settled daily in cash and/or securities. A
realised gain or loss is recognised when the contract is closed.
Futures contracts expose the Group to market risk to the extent that adverse
changes occur in the estimated fair values of the underlying securities.
Exchange-traded futures are, however, subject to a number of safeguards to
ensure that obligations are met, including: the use of clearing houses (thus
reducing counter-party credit risk); the posting of margins; and the daily
settlement of unrealised gains and losses. The amount of credit risk is
therefore considered low.
The notional value of open futures contracts as at 31 December 2009 is as
follows:
$m $m
long short
eurodollar futures 570.0 -
contracts
A Eurodollar futures contract is an exposure to 3 month LIBOR, based on a
commitment to a $1.0 million deposit. The estimated fair value is based on
expectations of 3 month LIBOR, is determined using exchange-traded prices and
is negligible as at 31 December 2009. The contracts currently held by the Group
expire in December 2010. There were no Eurodollar futures contracts in place
during 2008.
The sensitivity of the Group's Eurodollar futures position to interest rate
movements as at 31 December 2009 is detailed below:
$m
immediate shift in 3 month
LIBOR
(basis points)
100 (1.4)
75 (1.1)
50 (0.7)
25 (0.4)
(25) 0.4
(50) 0.7
(75) 1.1
(100) 1.4
options
The Group's investment guidelines only permit the use of options which are
exchange-traded. Options are held on a similar basis to futures and are subject
to similar safeguards. Options are contractual arrangements that give the
purchaser the right, but not the requirement, to either buy or sell an
instrument at a specific set price at a future date, which may or may not be
pre-determined. There were no open option contracts in place as at 31 December
2009 and there were no options contracts in place during 2008.
The net gains or losses recognised in the consolidated statement of
comprehensive income on exchange-traded derivatives in 2009 were as follows:
$m
eurodollar futures contracts 1.6
treasury futures contracts (1.7)
options on treasury futures contracts 0.2
total 0.1
b. insurance risk
The Group is exposed to insurance market risk from several sources, including
the following:
* The advent of a soft insurance market, which may result in a stabilisation
or decline in premium rates and/or terms and conditions for certain lines,
or across all lines;
* The actions and reactions of key competitors, which may directly result in
volatility in premium volumes and rates, fee levels and other input costs;
and
* Market events which may cause a limit in the availability of cover,
including unusual inflation in rates, causing political intervention or
national remedies.
The most important method to mitigate insurance market risk is to maintain
strict underwriting standards. The Group manages insurance market risk in
numerous ways, including the following:
* Reviews and amends underwriting plans and budgets as necessary;
* Reduces exposure to market sectors where conditions have reached
unattractive levels;
* Purchases appropriate, cost effective reinsurance cover to mitigate
exposure;
* Closely monitors changes in rates and terms and conditions; and
* Regularly reviews output from the Group's economic capital model, BLAST, to
assess up-to-date profitability of classes and sectors.
Insurance contract liabilities are not directly sensitive to the level of
market interest rates, as they are undiscounted and contractually non-interest
bearing.
c. debt risk
The Group has issued long-term debt as described in note 18. The loan notes
bear interest at a floating rate that is re-set on a quarterly basis, plus a
fixed margin of 3.70%. The Group is subject to interest rate risk on the coupon
payments of the long-term debt. The Group has mitigated the interest rate risk
by entering into interest rate swap contracts as follows:
maturity date prepayment date interest hedged
subordinated loan notes $97.0 15 december 2035 15 march 2011 50%
million
15 june 2035 15 march 2011 50%
subordinated loan notes €24.0
million
The swaps expire on 15 March 2011.
In certain circumstances the subordinated loan notes can be prepaid from 16
December 2005, with a sliding scale redemption price penalty which reduces to
zero by 15 March 2011. Refer to note 18 for further details.
The current Euribor interest rate on 50% of the Euro subordinated loan notes
has been set at 0.71% (2008 - 3.33%). The current LIBOR interest rate on 50% of
the U.S. dollar subordinated loan notes has been set at 0.25% (2008 - 2.00%).
The Group has no interest rate risk on the remaining portion of the notes.
d. currency risk
The Group currently underwrites from two locations, Bermuda and London,
although risks are assumed on a worldwide basis. Risks assumed are
predominantly denominated in U.S. dollars.
The Group is exposed to currency risk to the extent its assets are denominated
in different currencies to its liabilities. The Group is also exposed to
non-retranslation risk on non-monetary assets such as unearned premiums and
deferred acquisition costs. Exchange gains and losses can impact income.
The Group hedges non-U.S. dollar liabilities primarily with non-U.S. dollar
assets. The Group's main foreign currency exposure relates to its insurance
obligations, cash holdings, premiums receivable, dividends due and the €24.0
million subordinated loan notes long-term debt liability.
The Group's assets and liabilities, categorised by currency at their translated
carrying amount were as follows:
assets $m $m $m $m $m
U.S. $ sterling euro other total
cash and cash equivalents 124.9 271.1 37.8 6.2 440.0
accrued interest receivable 12.0 - - - 12.0
fixed income securities - 1,892.5 - - - 1,892.5
available for sale
reinsurance assets 45.7 - - - 45.7
deferred acquisition costs 43.4 1.0 4.6 3.9 52.9
other receivables 4.0 0.3 - - 4.3
inwards premiums receivable from 143.6 4.8 19.1 10.7 178.2
insureds and cedants
deferred tax asset - 3.3 - - 3.3
property, plant and equipment 6.9 1.3 - - 8.2
total assets as at 31 december 2,273.0 281.8 61.5 20.8 2,637.1
2009
liabilities $m $m $m $m $m
U.S. $ sterling euro other total
losses and loss adjustment 445.0 3.6 21.4 18.9 488.9
expenses
unearned premiums 265.8 8.4 22.7 20.7 317.6
insurance contracts - other 12.4 0.2 2.1 1.1 15.8
payables
amounts payable to reinsurers 4.2 - - - 4.2
deferred acquisition costs ceded 2.7 - - - 2.7
other payables 18.9 274.6 0.3 - 293.8
interest rate swap 3.0 - 0.6 - 3.6
accrued interest payable 0.1 - 0.1 - 0.2
long-term debt 97.0 - 34.4 - 131.4
total liabilities as at 31 849.1 286.8 81.6 40.7 1,258.2
december 2009
assets $m $m $m $m $m
U.S. $ sterling euro other total
cash and cash equivalents 368.8 7.6 33.9 3.3 413.6
accrued interest receivable 10.1 - - - 10.1
investments
- fixed income securities
- available for sale 1,595.4 - - - 1,595.4
- at fair value through profit 4.0 - - - 4.0
and loss
- equity securities - available 5.8 - - - 5.8
for sale
reinsurance assets 55.3 - - - 55.3
deferred acquisition costs 48.8 1.7 5.5 4.9 60.9
other receivables 152.2 1.7 - 0.1 154.0
inwards premiums receivable from 143.9 7.8 25.0 10.6 187.3
insureds and cedants
deferred tax asset - 1.2 - - 1.2
property, plant and equipment 0.1 1.2 - 0.1 1.4
total assets as at 31 december 2,384.4 21.2 64.4 19.0 2,489.0
2008
liabilities $m $m $m $m $m
U.S. $ sterling euro other total
losses and loss adjustment 488.2 3.1 20.0 17.5 528.8
expenses
unearned premiums 274.2 14.0 26.6 24.8 339.6
insurance contracts - other 13.3 0.2 3.2 0.9 17.6
payables
amounts payable to reinsurers 1.9 0.1 - - 2.0
deferred acquisition costs ceded 1.9 - - - 1.9
other payables 184.3 5.8 0.2 - 190.3
interest rate swap 4.4 - 0.5 - 4.9
accrued interest payable 0.2 - 0.2 - 0.4
long-term debt 97.0 - 33.8 - 130.8
total liabilities as at 31 1,065.4 23.2 84.5 43.2 1,216.3
december 2008
The impact on net income of a proportional foreign exchange movement of 10% up
and 10% down against the U.S. dollar at the year end spot rates would be an
increase or decrease of $0.7 million (2008 - $0.4 million).
C. liquidity risk
Liquidity risk is the risk that cash may not be available to pay obligations
when they are due without incurring an unreasonable cost.
The Group's main exposures to liquidity risk are with respect to its insurance
and investment activities. The Group is exposed if proceeds from financial
assets are not sufficient to fund obligations arising from its insurance
contracts. The Group can be exposed to daily calls on its available investment
assets, principally from insurance claims.
Exposures in relation to insurance activities are as follows:
* Large catastrophic events, or multiple medium-sized events in quick
succession, resulting in a requirement to pay a large amount of claims
within a relatively short time-frame;
* Failure of insureds or cedants to meet their contractual obligations with
respect to the payment of premiums in a timely manner; and
* Failure of reinsurers to meet their contractual obligations with respect to
the payment of claims in a timely manner.
Exposures in relation to investment activities are as follows:
* Adverse market movements and/or a duration mismatch to obligations,
resulting in investments being disposed of at a significant realised loss;
and
* An inability to liquidate investments due to market conditions.
The maturity dates of the Group's fixed income portfolio are as follows:
as at 31 december 2009 $m $m $m $m
fixed income securities- external core core plus surplus total
less than one year 180.4 4.8 29.1 214.3
between one and two years 120.1 3.5 131.2 254.8
between two and three years 156.2 15.3 152.0 323.5
between three and four years 39.8 14.3 70.1 124.2
between four and five years 38.6 1.5 193.0 233.1
over five years 3.4 - 148.3 151.7
mortgage backed securities 64.0 16.4 404.0 484.4
total fixed income securities - 602.5 55.8 1,127.7 1,786.0
external
fixed income securities - internal 106.5 - - 106.5
less than one year
total 709.0 55.8 1,127.7 1,892.5
as at 31 december 2008 $m $m $m $m
core core plus surplus total
fixed income securities- external
less than one year 184.4 22.2 69.8 276.4
between one and two years 128.8 30.8 39.9 199.5
between two and three years 157.7 48.7 63.7 270.1
between three and four years 61.7 8.9 20.8 91.4
between four and five years 18.4 6.8 27.0 52.2
over five years 13.1 1.8 80.5 95.4
mortgage backed securities 180.9 82.2 351.3 614.4
total fixed income securities - 745.0 201.4 653.0 1,599.4
external
The maturity profile of the financial liabilities of the Group is as follows:
as at 31 december 2009 $m $m $m $m $m $m
years until liability becomes due -
undiscounted values
balance less one to three over total
three five
sheet than to five
one
losses and loss adjustment 488.9 183.5 181.7 67.0 56.7 488.9
expenses
insurance contracts - other 15.8 12.7 2.4 0.7 - 15.8
payables
amounts payable to 4.2 4.2 - - - 4.2
reinsurers
other payables 291.4 291.4 - - - 291.4
corporation tax payable 2.4 2.4 - - - 2.4
interest rate swap 3.6 2.9 0.7 - - 3.6
accrued interest payable 0.2 0.2 - - - 0.2
long-term debt 131.4 5.2 10.7 10.7 243.1 269.7
total 937.9 502.5 195.5 78.4 299.8 1,076.2
as at 31 december 2008 $m $m $m $m $m $m
years until liability becomes due -
undiscounted values
balance less one to three over total
three five
sheet than to five
one
losses and loss adjustment 528.8 188.5 211.0 72.2 57.1 528.8
expenses
insurance contracts - other 17.6 14.0 3.2 0.4 - 17.6
payables
amounts payable to 2.0 2.0 - - - 2.0
reinsurers
other payables 190.3 190.3 - - - 190.3
interest rate swap 4.9 2.1 2.8 - - 4.9
accrued interest payable 0.4 0.4 - - - 0.4
long-term debt 130.8 7.9 15.8 15.8 303.4 342.9
total 874.8 405.2 232.8 88.4 360.5 1,086.9
Actual maturities of the above may differ from contractual maturities because
certain borrowers have the right to call or pre-pay certain obligations with or
without call or prepayment penalties. The prepayment options for the Group's
long-term debt are discussed in note 18. While the estimation of the ultimate
liability for losses and loss adjustment expenses is complex and incorporates a
significant amount of judgement, the timing of payment of losses and loss
adjustment expenses is also uncertain and cannot be predicted as simply as for
other financial liabilities. Actuarial and statistical techniques, past
experience and management's judgement have been used to determine a likely
settlement pattern.
The Group manages its liquidity risks via its investment strategy to hold high
quality, highly liquid securities, sufficient to meet its insurance liabilities
and other near term liquidity requirements. The creation of the core portfolio
with its subset of guidelines ensures funds are readily available to meet
potential insurance liabilities in an extreme event plus other near term
liquidity requirements.
In addition, the Group has established asset allocation and maturity parameters
within the investment guidelines such that the majority of the investments are
in high quality assets which could be converted into cash promptly and at
minimal expense. The Group monitors market changes and outlooks and
re-allocates assets as deemed necessary.
D. credit risk
Credit risk is the risk that a counter-party may fail to pay, or repay, a debt
or obligation. The Group is exposed to credit risk on its fixed income
investment portfolio and derivative instruments, its inwards premiums
receivable from insureds and cedants, and on any amounts recoverable from
reinsurers.
Credit risk on the fixed income portfolio is mitigated through the Group's
policy to invest in instruments of high credit quality issuers and to limit the
amounts of credit exposure with respect to particular ratings categories and
any one issuer. Securities rated below BBB- / Baa3 may comprise no more than 5%
of shareholders' equity, with the exception of U.S. government and agency
securities. In addition, no one issuer, with the exception of U.S. government
and agency securities, should exceed 5% of shareholders' equity. The Group is
therefore not exposed to any significant credit concentration risk on its
investment portfolio, except for fixed income securities issued by the U.S.
government and government agencies.
Credit risk on derivative instruments is mitigated by the use of
exchange-traded instruments which use clearing houses to reduce counter-party
credit risk, require the posting of margins and settle unrealised gains and
losses daily.
Credit risk on inwards premiums receivable from insureds and cedants is managed
by conducting business with reputable broking organisations, with whom the
Group has established relationships, and by rigorous cash collection
procedures. The Group also has a broker approval process in place. Credit risk
from reinsurance recoverables is primarily managed by review and approval of
reinsurer security by the GRSC as discussed in the insurance risk section
above.
The table below presents an analysis of the Group's major exposures to
counter-party credit risk, based on their Standard & Poor's or equivalent
rating. The table includes amounts due from policyholders and unsettled
investment trades. The quality of these receivables is not graded, but based on
management's historical experience there is limited default risk associated
with these amounts.
as at 31 december $m $m $m $m
2009
equity cash and inwards premiums reinsurance
securities and recoveries
other fixed income receivable and
investments securities other receivables
AAA - 1,830.6 - -
AA+, AA, AA- - 110.8 - -
A+, A, A- - 295.9 4.3 35.8
BBB+, BBB, BBB- - 95.0 - -
other - 0.2 182.5 -
total - 2,332.5 186.8 35.8
as at 31 december $m $m $m $m
2008
equity cash and inwards premiums reinsurance
securities and recoveries
other fixed income receivable and
investments securities other
receivables
AAA - 1,572.6 - -
AA+, AA, AA- - 207.9 - -
A+, A, A- - 190.8 3.2 42.1
BBB+, BBB, BBB- - 38.9 - -
other 5.8 2.8 341.3 -
total 5.8 2,013.0 344.5 42.1
The counter-party to the Group's interest rate swap is currently rated AA by
Standard & Poor's.
The following table shows inwards premiums receivable that are past due but not
impaired:
2009 2008
as at 31 december $m $m
less than 90 days past due 8.6 8.1
between 91 and 180 days past due 0.4 1.4
over 180 days past due 0.3 0.5
total 9.3 10.0
Provisions of $1.4 million (2008 - $1.5 million) have been made for impaired or
irrecoverable balances and $0.2 million (2008 - $1.4 million) was charged to
the consolidated statement of comprehensive income in respect of bad debts. No
provisions have been made against balances recoverable from reinsurers.
E. operational risk
Operational risk is the risk of loss resulting from inadequate or failed
internal processes or systems including the risk of fraud, inadequate health
and safety for employees, damage to physical assets, business disruption,
system failure and transaction processing failure. The Group's main operational
risks are as follows:
* Underwriters may operate outside of approved authority levels;
* Employees may fail to comply with the Group's operating guidelines;
* IT systems may fail to meet business needs;
* Key processes may fail, leading to delays and/or inaccurate or untimely
management information;
* Effective and comprehensive enterprise risk management practices and
philosophies may not be embedded throughout the Group;
* Unintended insurance coverage may be provided or received due to the
misinterpretation of insurance contract policy wording;
* Management may fail to address or identify an unforeseen or unexpected
risk;
* Compliance and regulatory failures; and
* Loss of key personnel.
The Group has a robust self governance framework. Policies and procedures are
documented, reviewed and updated when necessary and affirmed by management on a
quarterly basis. The Group's internal audit function considers the accuracy and
completeness of key risks and controls, and independently verifies the
effective operation of these through substantive testing. All higher risk areas
are subject to annual audit, with all other areas audited, on a rotational
basis, at least once every three years.
Information technology risk tolerances have been defined and system performance
is monitored continuously. The Group's disaster recovery plan is re-assessed
and updated on a regular basis.
F. strategic risk
The Group has identified several strategic risks. These include the risks that
either the poor execution of the business plan or poor business planning in
itself results in a strategy that fails to adequately reflect the trading
environment, resulting in an inability to optimise performance. The Group has
also identified risks from the failure to maintain adequate capital, accessing
capital at an inflated cost or the inability to access capital. This includes
unanticipated changes in regulatory and/or rating agency models that could
result in an increase in capital requirements or a change in the type of
capital required. Lastly, the Group has identified succession planning, staff
retention and key man risk as strategic risks.
The Group addresses the risks associated with planning and execution of the
business plan through a combination of the following:
* An iterative annual budget process with cross departmental involvement;
* Approval of the annual budget by the Board of Directors;
* Regular monitoring of actual versus budgeted results; and
* Periodic review and re-forecasting as market conditions change.
Risks associated with the effectiveness of the Group's capital management are
mitigated as follows:
* Regular monitoring of current regulatory and rating agency capital
requirements;
* Oversight of capital requirements by the Board of Directors; and
* Maintaining contact with regulators and rating agencies in order to stay
abreast of upcoming developments.
Risks associated with succession planning, staff retention and key man risks
are mitigated through a combination of resource planning processes and
controls, including:
* The identification of key personnel with appropriate succession plans;
* Documented recruitment procedures, position descriptions and employment
contracts; and
* Resource monitoring and the provision of appropriate compensation and
training schemes.
a. capital risk management
The total capital of the Group as at 31 December 2009 is determined as $1,510.3
million (2008 - $1,403.5 million) comprising $1,378.9 million of shareholders'
equity (2008 - $1,272.7 million) and $131.4 million of long-term debt (2008 -
$130.8 million). The Group's capital requirements vary with the insurance
cycle.
The Group reviews the level and composition of capital on an ongoing basis with
a view to:
* Maintaining sufficient capital for underwriting opportunities and to meet
obligations to policyholders;
* Maximising the return to shareholders within pre-determined risk
tolerances;
* Maintaining adequate financial strength ratings; and
* Meeting internal and regulatory capital requirements.
Capital is increased or returned as appropriate. The retention of earnings generated
leads to an increase in capital. Capital raising can include debt or
equity and returns of capital may be made through dividends, share repurchases,
a redemption of debt or any combination thereof. Other capital management tools
and products available to the Group may also be utilised. All capital actions
require approval by the Board of Directors.
Internal methods have been developed to review the profitability of classes of
business and their estimated capital requirements, and the capital requirements
of the combination of a wide range of other risk categories. Management
increasingly uses these approaches in decision making. The operating entities
also conduct capital requirement assessments under internal measures and local
regulatory requirements. Refer to note 26 for a discussion of the regulatory
capital requirements of the Group's operating entities.
b. risk adjusted return
The Group's aim is to provide its shareholders with a return on equity of 13%
in excess of a risk free rate over the insurance cycle. The return is generated
within a broad framework of risk parameters. The return is measured by
management in terms of the internal rate of return ("IRR") of the increase in
fully converted book value per share ("FCBVS") in the period plus dividends
accrued. This aim is a long-term goal, acknowledging that management expect
both higher and lower results in the shorter term. The cyclicality and
volatility of the insurance market is expected to be the largest driver of this
pattern. Management monitors these peaks and troughs - adjusting the Group's
portfolio to make the most effective use of available capital and seeking to
maximise the risk adjusted return.
IRR achieved is as follows:
annual compound inception to
return annual return date return
31 december 2005(1) (3.2%) n/a (3.2%)
31 december 2006 17.8% 14.0% 14.0%
31 december 2007 31.4% 22.4% 50.3%
31 december 2008 7.8% 17.9% 63.7%
31 december 2009 26.5% 19.8% 105.8%
(1) the returns shown are for the period from the date of incorporation, 12
October 2005 to 31 December 2005
IRR achieved in excess of the 3 month treasury yield is as follows:
annual compound inception to
return annual return date return
31 december 2005(1) (3.4%) n/a (3.4%)
31 december 2006 13.0% 9.2% 9.2%
31 december 2007 26.9% 17.8% 40.8%
31 december 2008 6.4% 14.3% 52.7%
31 december 2009 26.4% 17.1% 94.6%
(1) the returns shown are for the period from the date of incorporation, 12
October 2005 to 31 December 2005
1. general information
The Group is a provider of global property insurance and reinsurance products.
LHL was incorporated under the laws of Bermuda on 12 October 2005. On 16 March
2009 LHL was listed on the main market of the London Stock Exchange ("LSE");
previously LHL was listed on AIM, a subsidiary market of the LSE. A secondary
listing on the Bermuda Stock Exchange ("BSX") was approved on 21 May 2007. The
registered office of LHL is Clarendon House, 2 Church Street, Hamilton HM 11,
Bermuda. The registered office from 1 March 2010 will be Power House, 7
Par-La-Ville Road, Hamilton HM 11, Bermuda.
LHL has five subsidiaries, all wholly owned: Lancashire Insurance Company
Limited ("LICL"), Lancashire Insurance Holdings (UK) Limited ("LIHL"),
Lancashire Insurance Marketing Services Limited ("LIMSL"), Lancashire Insurance
Services Limited ("LISL") and Lancashire Marketing Services (Middle East)
Limited ("LMEL"). LIHL is a holding company for a wholly owned operating
subsidiary, Lancashire Insurance Company (UK) Limited ("LUK").
The subsidiaries were incorporated and licensed as insurance companies or
intermediaries as follows:
LICL LIHL LUK LIMSL LISL LMEL
date of 28 october 11 april 17 march 7 october 17 march 11 march
incorporation
2005 2006 2006 2005 2006 2007
licensing body BMA(1) none FSA(2) FSA(2) none DFSA(3)
nature of business general holding general insurance support insurance
insurance company insurance mediation services mediation
business business activities activities
(1) Bermuda Monetary Authority ("BMA")
(2) United Kingdom, Financial Services Authority ("FSA")
(3) Dubai Financial Services Authority ("DFSA")
2. segmental reporting
Management and the Board of Directors review the Group's business primarily by
its four principal classes: property, energy, marine and aviation. These
classes are therefore deemed to be the Group's operating segments for the
purposes of segment reporting. Further subclasses of business are underwritten
within each operating segment. The nature of these individual sub-classes is
discussed further in the risk disclosures section. Operating segment
performance is measured by the net underwriting profit or loss and the combined
ratio.
All amounts reported are transactions with external parties. There are no
inter-segmental transactions and there are no insurance or reinsurance
contracts that insure or reinsure risks in Bermuda, the Group's country of
domicile.
gross premiums written $m $m $m $m $m
property energy marine aviation total
analysed by geographical zone:
worldwide offshore 1.0 154.9 71.4 - 227.3
U.S. and Canada 156.0 2.2 0.1 - 158.3
worldwide, including the U.S. and 51.5 7.4 (0.6) 60.9 119.2
Canada(1)
europe 30.3 3.5 2.1 0.3 36.2
worldwide, excluding the U.S. and 35.1 - 0.4 0.1 35.6
Canada(2)
far east 10.9 2.1 0.2 - 13.2
middle east 8.6 3.3 - - 11.9
rest of world 23.9 2.1 0.1 - 26.1
total 317.3 175.5 73.7 61.3 627.8
outwards reinsurance premiums (17.2) (13.5) (9.3) (10.7) (50.7)
change in unearned premiums (14.8) 14.9 9.8 12.1 22.0
change in unearned premiums ceded (1.8) (4.3) 1.7 - (4.4)
net premiums earned 283.5 172.6 75.9 62.7 594.7
insurance losses and loss 8.9 (82.6) (29.4) (1.3) (104.4)
adjustment expenses
insurance losses recoverable - 5.7 - - 5.7
insurance acquisition expenses (37.8) (37.8) (23.1) (13.9) (112.6)
insurance acquisition expenses 2.0 2.9 0.7 1.0 6.6
ceded
net underwriting profit 256.6 60.8 24.1 48.5 390.0
net unallocated income and (1.5)
expenses
profit before tax 388.5
loss ratio (3.1%) 44.6% 38.7% 2.1% 16.6%
acquisition cost ratio 12.6% 20.2% 29.5% 20.6% 17.8%
expense ratio - - - - 10.2%
combined ratio 9.5% 64.8% 68.2% 22.7% 44.6%
revenue and expense by operating segment - for the year ended 31 december 2009
(1) worldwide, including the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area
(2) worldwide, excluding the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area, but that specifically exclude the U.S. and Canada
revenue and expense by operating segment - for the year ended 31 december 2008
gross premiums written $m $m $m $m $m
property energy marine aviation total
analysed by geographical zone:
worldwide offshore 0.9 159.1 72.6 - 232.6
U.S. and Canada 108.5 4.2 0.1 - 112.8
worldwide, including the U.S. and 44.5 7.2 2.1 70.4 124.2
Canada(1)
europe 34.1 4.6 2.9 0.4 42.0
worldwide, excluding the U.S. and 47.5 0.5 0.2 0.3 48.5
Canada(2)
far east 14.1 2.1 0.7 0.4 17.3
middle east 8.9 3.5 - - 12.4
rest of world 44.2 4.0 - 0.1 48.3
total 302.7 185.2 78.6 71.6 638.1
outwards reinsurance premiums (23.1) (25.6) (7.6) (7.1) (63.4)
change in unearned premiums (2.3) 36.9 (0.5) 8.1 42.2
change in unearned premiums ceded (5.1) (5.3) 0.1 0.7 (9.6)
net premiums earned 272.2 191.2 70.6 73.3 607.3
insurance losses and loss (100.9) (271.8) (38.1) (8.0) (418.8)
adjustment expenses
insurance losses recoverable - 43.3 - - 43.3
insurance acquisition expenses (35.3) (36.7) (19.8) (15.1) (106.9)
insurance acquisition expenses 1.2 5.4 0.4 0.3 7.3
ceded
net underwriting profit 137.2 (68.6) 13.1 50.5 132.2
net unallocated income and expenses (34.6)
profit before tax 97.6
loss ratio 37.1% 119.5% 54.0% 10.9% 61.8%
acquisition cost ratio 12.5% 16.4% 27.5% 20.2% 16.4%
expense ratio - - - - 8.1%
combined ratio 49.6% 135.9% 81.5% 31.1% 86.3%
(1) worldwide, including the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area
(2) worldwide, excluding the U.S. and Canada, comprises insurance and
reinsurance contracts that insure or reinsure risks in more than one geographic
area, but that specifically exclude the U.S. and Canada
3. investment return
The total investment return for the Group is as follows:
2009 2008
$m $m
net investment income
- interest on fixed income securities 62.6 46.5
- net (accretion) amortisation (5.2) 3.5
- interest income on cash and cash equivalents 2.1 12.2
- dividends from equity securities - 0.9
- investment management and custodian fees (3.5) (3.6)
net investment income 56.0 59.5
net other investment income (loss)(1) 0.3 (0.7)
net realised gains (losses) and impairments
- fixed income securities 24.7 10.6
- equity securities (1.0) (21.6)
- derivative financial instruments 0.1 -
net realised gains (losses) and impairments 23.8 (11.0)
net change in unrealised gains recognised in other
comprehensive income
- fixed income securities 2.7 16.5
- equity securities - (9.4)
net change in unrealised gains (losses) 2.7 7.1
total investment return 82.8 54.9
(1) a share of loss of associate of $0.2 million is included in the year ended
31 December 2008
Net realised gains (losses) and impairments includes an impairment loss of $0.4
million (2008 - $21.6 million) recognised on fixed income and equity securities
held by the Group.
Movements within unrealised gains and losses within accumulated other
comprehensive income are as follows:
2009 2008
$m $m
fixed income securities
- net unrealised gains released (21.8) (3.7)
- net unrealised gains recorded 24.1 17.6
- net unrealised losses released for impairments 0.4 2.6
equity securities
- net unrealised losses (gains) released 1.1 (1.0)
- net unrealised losses recorded (1.1) (20.6)
- net unrealised losses released for impairments - 12.2
net change in unrealised gains (losses) on 2.7 7.1
investments
4. net insurance acquisition expenses
5.
2009 2008
$m $m
insurance acquisition expenses 104.6 110.0
changes in deferred insurance acquisition expenses 8.0 (3.1)
insurance acquisition expenses ceded (5.2) (6.1)
changes in deferred insurance acquisition expenses (1.4) (1.2)
ceded
total 106.0 99.6
5. other operating expenses
2009 2008
$m $m
operating expenses unrelated to underwriting 60.5 49.3
equity based compensation 16.4 10.6
total 76.9 59.9
6. employee benefits
2009 2008
$m $m
wages and salaries 15.7 14.2
pension costs 1.5 1.2
bonus and other benefits 18.4 9.6
equity based compensation 16.4 10.6
total 52.0 35.6
equity based compensation
The Group's primary equity based compensation scheme is its restricted stock
scheme ("RSS"). Previously the Group also administered a warrant plan and a
long term incentive plan ("LTIP").
The following charges are included in other operating expenses in the
consolidated statement of comprehensive income:
2009 2008
$m $m
RSS - ordinary 6.8 1.1
RSS - exceptional 0.5 0.4
LTIP 5.7 6.7
warrants - ordinary - 3.3
warrants - performance 3.4 (0.9)
total 16.4 10.6
RSS - ordinary
On 4 January 2008 the LTIP was closed and replaced with an RSS. RSS are subject
to time and, normally, performance conditions. The ordinary restricted share
awards vest after a three year period and are dependent on certain performance
criteria. A maximum of 50% of ordinary restricted share awards will vest only
on the achievement of a total shareholder return in excess of the 75th
percentile of the total shareholder return of a pre-defined comparator group. A
maximum of 50% of ordinary restricted share awards will vest only on the
achievement of a return on equity by LHL in excess of a required amount.
ordinary restricted shares number weighted average
fair value
granted during the year 1,851,701 $5.75
forfeited during the year (18,914) $5.73
outstanding as at 31 december 2008 1,832,787 $5.75
granted during the year 2,480,125 $7.79
forfeited during the year (20,029) $5.73
outstanding as at 31 december 2009 4,292,883 $6.93
issuable as at 31 december 2009 - -
The fair value of each restricted share granted pursuant to an ordinary
restricted share award is equal to the share price of LHL on the date of grant.
The fair value of ordinary restricted share awards granted ranges between $5.73
and $8.58.
RSS - exceptional
The exceptional restricted shares vest after a two year period and do not have
associated performance criteria for vesting.
exceptional restricted shares number weighted average
fair value
granted during the year ending 31 166,904 $5.73
december 2008
outstanding as at 31 december 2008 and 166,904 $5.73
2009
issuable as at 31 december 2009 - -
The fair value of each restricted share granted pursuant to an exceptional
restricted share award is equal to the share price of LHL on the date of grant.
LTIP
No further options have been granted since the close of the LTIP plan. All LTIP
options issued will expire ten years from the date of issue. The exercise price
for LTIP options issued prior to 2007 is equal to or greater than the average
closing price of the shares on the twenty previous trading days prior to grant.
The exercise price for options awarded in 2007 is equal to the closing price of
the shares by reference to a single valuation date occurring five days after
the end of the close period ("close period" as defined in the Glossary to the
AIM Rules for Companies - February 2007) most recently concluded prior to grant
or five days after the decision to make the award if such decision was made
outside a close period. 25% of LTIP options vest on each of the first, second,
third and fourth anniversary of the grant date. There are no associated
performance criteria. Settlement is at the discretion of the Group and may be
in cash or shares.
options number weighted average
exercise price
outstanding as at 31 december 2007 6,979,339 $6.42(1)
forfeited during the year (86,039) $6.11(1)
outstanding as at 31 december 2008 6,893,300 $5.38(1)
exercised during the year (2,220,059) $4.39
forfeited during the year (56,489) $5.57
outstanding as at 31 december 2009 4,616,752 $4.34
exercisable as at 31 december 2009 1,798,832 $4.40
(1) adjusted for revaluation at the exchange rate as at 31 December 2009
On the dates listed below the Remuneration Committee exercised their
discretionary power to adjust option exercise prices to neutralise the
devaluing impact of dividend payments. The resulting charge to equity based
compensation in the consolidated statement of comprehensive income is also
shown. In all cases there is a net $nil impact to shareholders' equity.
adjustment to charge
exercise price 2009 2008
date $ £ $m $m
14 february 2008 1.10 0.56 0.7 1.2
4 november 2009 1.30 0.79 2.0 -
total 2.40 1.35 2.7 1.2
management team ordinary warrants ("ordinary warrants")
Ordinary warrants were all fully vested by 31 December 2008. The fair value of
ordinary warrants granted for all periods was $2.62 per share. Ordinary
warrants granted and outstanding are:
ordinary warrants number weighted average
exercise price
outstanding as at 31 december 2008 and 11,433,465 $4.71
2009
exercisable as at 31 december 2009 11,433,465 $4.71
management team performance warrants ("performance warrants")
Performance warrants were all fully vested by 31 December 2009. Vesting was
dependent on achieving certain performance criteria. The fair value of warrants
granted for all periods was $2.62 per share. Performance warrants granted and
outstanding are:
performance warrants number weighted average
exercise price
outstanding as at 31 december 2007 6,474,346 $5.00
lapsed during the year (2,782,659) $3.90
outstanding as at 31 december 2008 3,691,687 $4.10
lapsed during the year (1,931,377) $2.60
outstanding as at 31 december 2009 1,760,310 $3.62
exercisable as at 31 december 2009 1,760,310 $3.62
Refer to note 21 for further disclosure on the total management warrants
outstanding.
7. results of operating activities
Results of operating activities are stated after charging the following
amounts:
2009 2008
$m $m
depreciation on owned assets 0.8 1.1
operating lease charges 1.6 1.8
auditors remuneration
- group audit fees 1.2 1.2
- other services 0.6 0.2
total 4.2 4.3
Fees paid to the Group's auditors for other services are approved by the
Group's Audit Committee. Such fees comprise the following amounts:
2009 2008
$m $m
tax advice 0.1 0.1
other 0.5 0.1
total 0.6 0.2
8. tax
Bermuda
LHL, LICL and LUK have received an undertaking from the Bermuda government
exempting them from all Bermuda local income, withholding and capital gains
taxes until 28 March 2016. At the present time no such taxes are levied in
Bermuda.
United States
The Group does not consider itself to be engaged in trade or business in the
U.S. and, accordingly, does not expect to be subject to U.S. taxation on its
income or capital gains.
United Kingdom
The UK subsidiaries are subject to normal UK corporation tax on all their
profits.
tax charge 2009 2008
$m $m
corporation tax charge (credit) for the year 4.8 (0.3)
adjustments in respect of prior year corporation tax 0.4 (0.4)
deferred tax (credit) charge for the year (1.5) 0.3
adjustments in respect of prior year deferred tax (0.6) 0.5
total 3.1 0.1
tax reconciliation 2009 2008
$m $m
profit before tax 388.5 97.6
less profit not subject to tax (372.9) (101.9)
profits (losses) subject to tax 15.6 (4.3)
UK corporation tax 4.4 (1.2)
adjustments in respect of prior period (0.2) 0.1
other expense temporary differences (1.2) 1.2
other expense permanent differences 0.1 -
total 3.1 0.1
On 1 April 2008 the standard rate of corporation tax in the UK decreased from
30% to 28%. The standard rate of tax for 2009 is 28% (2008 - weighted average
rate of 28.5%). The current tax charge as a percentage of the Group's profit
before tax is 0.8% (2008 - 0.1%) due to the different tax paying jurisdictions
throughout the Group.
A current corporation tax expense of $0.1 million was credited to other
comprehensive income during the year (2008 - $0.2 million charge), which
relates to unrealised investment gains and losses included in accumulated other
comprehensive income within shareholders' equity.
taxation 2009 2008
$m $m
UK corporation tax payable 2.4 -
9. deferred tax
2009 2008
$m $m
deferred tax assets 3.9 2.4
deferred tax liabilities (0.6) (1.2)
net deferred tax asset 3.3 1.2
Deferred tax assets are recognised to the extent that realising the related tax
benefit through future taxable profits is likely. It is anticipated that the
Lancashire UK group of companies will be profitable in 2010, thus the entire
deferred tax asset is recognised.
The deferred tax asset relates to the RSS, warrant and option employee benefit
schemes. The deferred tax liability relates to claims equalisation reserves.
All deferred tax assets and liabilities are classified as non-current.
The movement on the total net deferred tax asset is as follows:
2009 2008
$m $m
as at 1 january 1.2 2.0
statement of comprehensive income credit (charge) 2.1 (0.8)
as at 31 december 3.3 1.2
10. cash and cash equivalents
2009 2008
$m $m
cash at bank and in hand 288.9 7.9
cash equivalents 151.1 405.7
total 440.0 413.6
Cash equivalents have an original maturity of three months or less. The
carrying amount of these assets approximates their fair value.
Included in cash at bank and in hand is $232.5 million (2008 - $nil) of cash
held on deposit by LHL's share registrar to fund the special dividend payment
disclosed in note 20.
Refer to note 18 for the cash and cash equivalent balances on deposit as
collateral.
11. investments
as at 31 december 2009 $m $m $m $m
cost or gross gross estimated
amortised unrealised unrealised fair
cost gain loss value
fixed income securities
- short-term investments 288.8 - - 288.8
- U.S. treasuries 251.9 4.1 (1.2) 254.8
- other government bonds 75.0 1.5 (0.2) 76.3
- U.S. government agency debt 114.1 1.0 (0.1) 115.0
- U.S. government agency mortgage 473.7 11.6 (0.9) 484.4
backed securities
- corporate bonds 467.1 13.3 (0.6) 479.8
- corporate bonds - FDIC guaranteed 191.0 2.6 (0.2) 193.4
(1)
total investments 1,861.6 34.1 (3.2) 1,892.5
(1) FDIC guaranteed corporate bonds are protected by the Federal Deposit
Insurance Corporation, an independent agency of the U.S. government
as at 31 december 2008 $m $m $m $m
cost or gross gross estimated
amortised unrealised unrealised fair
cost gain loss value
fixed income securities
- short-term investments 163.6 - - 163.6
- U.S. treasuries 186.8 6.5 (1.6) 191.7
- other government bonds 52.5 1.6 - 54.1
- U.S. government agency debt 109.1 5.4 - 114.5
- U.S. government agency mortgage 600.0 15.3 (0.9) 614.4
backed securities
- corporate bonds 306.6 3.8 (6.9) 303.5
- corporate bonds - FDIC guaranteed 148.4 5.0 - 153.4
(1)
- convertible debt securities 0.2 - - 0.2
total fixed income securities - 1,567.2 37.6 (9.4) 1,595.4
available for sale
equity securities - available for 5.8 - - 5.8
sale
total available for sale securities 1,573.0 37.6 (9.4) 1,601.2
fixed income securities - at fair 4.3 - (0.3) 4.0
value through profit and loss
total investments 1,577.3 37.6 (9.7) 1,605.2
(1) FDIC guaranteed corporate bonds are protected by the Federal Deposit
Insurance Corporation, an independent agency of the U.S. government
Equity securities and other investments held as at 31 December 2008 are deemed
non-current. Fixed income maturities are presented in the risk disclosures
section. Refer to note 18 for the investment balances in trusts in favour of
ceding companies and on deposit as collateral.
The fair value of securities in the Group's investment portfolio is estimated
using the following techniques:
i. Quoted prices in active markets for the same instrument; or
ii. Quoted prices on active markets for similar assets or liabilities or other
valuation techniques for which all significant inputs are based on
observable market data; or
iii. Valuation techniques for which any significant input is not based on
observable market data.
Securities that have quoted prices in active markets include publicly traded
equity securities, U.S. treasuries and certain derivative financial
instruments.
Securities that have their fair value estimated based on observable market data
include:
* U.S. government agency debt;
* U.S. government agency mortgage backed securities;
* Non-agency mortgage backed securities;
* Corporate bonds;
* Convertible debt securities; and
* Certain derivative financial instruments.
A financial instrument is regarded as quoted in an active market, and included
in category (i), if quoted prices are readily and regularly available from an
exchange, dealer, broker, industry group, pricing service or regulatory agency
and those prices represent actual and regularly occurring market transactions
on an arms length basis. Instruments included in category (ii) are valued via
independent external sources using modeled or other valuation methods. Such
methods are typically industry accepted standard and consider the following:
broker-dealer quotes; present value; future cash flows; yield curves; interest
rates; prepayment speeds; default rates; and similar quoted instruments and/or
market transactions.
The fair value hierarchy of the Group's investment holdings is as follows:
as at 31 december 2009 $m $m $m
fixed income securities (i) (ii) total
- short-term investments 175.1 113.7 288.8
- U.S. treasuries 254.8 254.8
- other government bonds - 76.3 76.3
- U.S. government agency debt - 115.0 115.0
- U.S. government agency mortgage backed - 484.4 484.4
securities
- corporate bonds - 479.8 479.8
- corporate bonds - FDIC guaranteed (1) - 193.4 193.4
total fixed income securities - 429.9 1,462.6 1,892.5
available for sale
(1) FDIC guaranteed corporate bonds are protected by the Federal Deposit
Insurance Corporation, an independent agency of the U.S. government
Prior year comparative disclosure is not required in the year of adoption and
has not been presented. There were no category (iii) investments as at 31
December 2009 or 2008 therefore a reconciliation of movements within that
category has not been presented. There are no realised or unrealised gains or
losses recorded on category (iii) investments in the consolidated statement of
comprehensive income or accumulated other comprehensive income. There have been
no transfers between categories (i) and (ii) during the year.
Prices for the Group's investment portfolio are provided by a third party
investment accounting firm whose pricing processes, and the controls thereon,
are subject to an annual audit on both the operation and the effectiveness of
those controls - a "SAS 70" audit. SAS 70 audit reports are available to
clients of the firm and the report is reviewed annually by management. In
accordance with their pricing policy, various recognised reputable pricing
sources are used including index providers, broker-dealers, and pricing
vendors. The pricing sources use bid prices where available, otherwise
indicative prices are quoted based on observable market trade data. The prices
provided are compared to the investment managers' and custodian's pricing.
12. insurance and reinsurance contracts
insurance liabilities $m $m $m
unearned other total
payables
premiums
as at 31 december 2007 381.8 16.5 398.3
net deferral for:
prior years (317.5) - (317.5)
current year 275.3 - 275.3
other - 1.1 1.1
as at 31 december 2008 339.6 17.6 357.2
net deferral for:
prior years (274.8) - (274.8)
current year 252.8 - 252.8
other - (1.8) (1.8)
as at 31 december 2009 317.6 15.8 333.4
losses and loss adjustment expenses $m $m $m
losses reinsurance net losses
recoveries and loss
and loss adjustment
adjustment expenses
expenses
as at 31 december 2007 179.6 (3.6) 176.0
net incurred losses for:
prior years (26.0) (2.6) (28.6)
current year 444.8 (40.7) 404.1
exchange adjustments (0.5) - (0.5)
incurred losses and loss adjustment 418.3 (43.3) 375.0
expenses
net paid losses for:
prior years 34.6 (0.4) 34.2
current year 34.5 (4.4) 30.1
paid losses and loss adjustment expenses 69.1 (4.8) 64.3
as at 31 december 2008 528.8 (42.1) 486.7
net incurred losses for:
prior years (59.5) (4.0) (63.5)
current year 163.9 (1.7) 162.2
exchange adjustments (0.4) (0.1) (0.5)
incurred losses and loss adjustment 104.0 (5.8) 98.2
expenses
net paid losses for:
prior years 137.8 (12.1) 125.7
current year 6.1 - 6.1
paid losses and loss adjustment expenses 143.9 (12.1) 131.8
as at 31 december 2009 488.9 (35.8) 453.1
reinsurance assets and $m $m $m $m
liabilities
unearned amounts other total
payable to receivables
premiums on reinsurers
premiums
ceded
as at 31 december 2007 19.6 (5.7) 8.2 22.1
net deferral for:
prior years (18.6) - - (18.6)
current year 9.0 - - 9.0
other - 3.7 (5.0) (1.3)
as at 31 december 2008 10.0 (2.0) 3.2 11.2
net deferral for:
prior years (9.7) - - (9.7)
current year 5.3 - - 5.3
other - (2.2) 1.1 (1.1)
as at 31 december 2009 5.6 (4.2) 4.3 5.7
Further information on the calculation of loss reserves and the risks
associated with them is provided in the risk disclosures section. The risks
associated with general insurance contracts are complex and do not readily lend
themselves to meaningful sensitivity analysis. The impact of an unreported
event could lead to a significant increase in our loss reserves. The Group
believes that the loss reserves established are adequate, however a 20%
increase in estimated losses would lead to a $97.8 million (2008 - $105.8
million) increase in loss reserves. There was no change to the Group's
reserving methodology during the year.
The split of losses and loss adjustment expenses between notified outstanding
losses, ACRs assessed by management and IBNR is shown below:
2009 2008
$m % $m %
outstanding losses 258.6 52.9 303.4 57.4
additional case reserves 22.9 4.7 63.8 12.1
losses incurred but not reported 207.4 42.4 161.6 30.5
losses and loss adjustment expenses 488.9 100.0 528.8 100.0
The Group's reserve for unpaid losses and loss adjustment expenses has an
estimated duration of approximately two years.
claims development
The development of insurance liabilities is indicative of the Group's ability
to estimate the ultimate value of its insurance liabilities. The Group began
writing insurance and reinsurance business in December 2005. Due to the minimal
number of underlying risks and lack of known loss events occurring during the
period to 31 December 2005, the Group does not expect to incur any losses from
coverage provided in 2005. Accordingly, the loss development tables do not
include that year.
accident year 2006 2007 2008 2009 total
$m $m $m $m $m
gross losses
estimate of ultimate liability(1)
at end of accident year 39.1 154.8 444.6 163.3
one year later 34.7 131.2 417.4
two years later 32.0 103.5
three years later 27.6
current estimate of cumulative 27.6 103.5 417.4 163.3 711.8
liability
payments made (20.5) (55.1) (141.2) (6.1) (222.9)
total gross liability 7.1 48.4 276.2 157.2 488.9
accident year 2006 2007 2008 2009 total
$m $m $m $m $m
reinsurance
estimate of ultimate recovery(1)
at end of accident year - 3.6 40.7 1.6
one year later - 6.2 47.1
two years later - 4.0
three years later -
current estimate of cumulative - 4.0 47.1 1.6 52.7
recovery
payments received - (2.5) (14.4) - (16.9)
total gross recovery - 1.5 32.7 1.6 35.8
accident year 2006 2007 2008 2009 total
$m $m $m $m $m
net losses
estimate of net ultimate liability
(1)
at end of accident year 39.1 151.2 403.9 161.7
one year later 34.7 125.0 370.3
two years later 32.0 99.5
three years later 27.6
current estimate of net cumulative 27.6 99.5 370.3 161.7 659.1
liability
payments made (20.5) (52.6) (126.8) (6.1) (206.0)
total net liability 7.1 46.9 243.5 155.6 453.1
(1) adjusted for revaluation of foreign currencies at the exchange rate as at
31 December 2009
The inherent uncertainty in reserving gives rise to favourable or adverse
development on the established reserves. The total favourable development on
net losses and loss adjustment expenses, excluding the impact of foreign
exchange revaluations, was as follows:
2009 2008
$m $m
2006 accident year 4.4 2.6
2007 accident year 25.2 26.0
2008 accident year 33.9 -
total favourable development 63.5 28.6
During the year ending 31 December 2009 there were no major loss events that
impacted the Group. In September 2008, Hurricane Ike passed through the Gulf of
Mexico oil fields, making landfall in the U.S.. Hurricane Ike was a very
destructive storm, causing damage to and destruction of a significant number of
oil platforms. The net ultimate financial impact of Hurricane Ike is as
follows:
$m
insurance losses and loss adjustment expenses 204.1
insurance losses and loss adjustment expenses (33.5)
recoverable
reinstatement premium (8.9)
other deductions (10.9)
net ultimate financial impact as at 31 december 2008 150.8
change in insurance losses and loss adjustment 21.0
expenses
change in insurance losses and loss adjustment (4.6)
expenses recoverable
change in reinstatement premium 0.7
change in other deductions (1.3)
net ultimate financial impact as at 31 december 2009 166.6
Estimation of the ultimate liability of offshore losses is complex. Loss
assessments require skilled loss adjusters. The availability of loss adjusters
with the necessary expertise is scarce and large events put a further strain on
this resource. A substantial degree of judgement is involved in assessing the
ultimate cost of Hurricane Ike, and the final amount could be materially
different from that currently reported. Management's best estimate of the
ultimate liability for Hurricane Ike is $178.7 million. The 90th percentile of
the loss distribution for this estimate is $202.3 million with the 95th
percentile being $210.2 million.
The Hurricane Ike ultimate financial impact developed adversely during 2009 by
$15.8 million. This was offset by favourable development on other prior
accident year reserves for attritional losses, plus reductions in a small
number of reported losses based on new information received from loss
adjusters. These developments are individually insignificant.
13. insurance, reinsurance and other receivables
2009 2008
$m $m
accrued interest receivable 12.0 10.1
reinsurance assets
- reinsurance recoveries 35.8 42.1
- other receivables 4.3 3.2
other receivables 4.3 154.0
inwards premiums receivable from insureds and cedants 178.2 187.3
total receivables 234.6 396.7
All receivables are considered current other than $21.1 million (2008 - $24.0
million) of inwards premiums receivable related to multi-year contracts. The
carrying value approximates fair value due to the short-term nature of the
receivables. There are no significant concentrations of credit risk within the
Group's receivables.
14. deferred acquisition costs
The reconciliation between opening and closing deferred acquisition costs is
shown below:
$m
as at 31 december 2007 57.8
net deferral during the year 110.0
expense incurred for the year (106.9)
as at 31 december 2008 60.9
net deferral during the year 104.6
expense incurred for the year (112.6)
as at 31 december 2009 52.9
15. insurance, reinsurance and other payables
2009 2008
$m $m
dividends payable 263.0 -
other payables 28.4 190.3
total other payables 291.4 190.3
insurance contracts - other payables 15.8 17.6
amounts payable to reinsurers 4.2 2.0
total payables 311.4 209.9
Dividends payable are discussed in note 20. Other payables include unsettled
investment trades, unsettled share repurchases and other accruals. Insurance
payables relate to amounts due to policyholders for profit commission, return
premiums and claims payable. All payables are considered current. The carrying
value approximates fair value due to the short-term nature of the payables.
16. deferred acquisition costs ceded
The reconciliation between opening and closing deferred acquisition costs ceded
is shown below:
$m
as at 31 december 2007 3.1
net deferral during the year 6.1
income recognised for the year (7.3)
as at 31 december 2008 1.9
net deferral during the year 7.4
income recognised for the year (6.6)
as at 31 december 2009 2.7
17. property, plant and equipment
2009 2008
$m $m
cost 10.2 4.5
accumulated depreciation (2.0) (3.1)
net book value 8.2 1.4
18. long-term debt and financing arrangements
as at 31 december 2009 2008
$m $m
subordinated loan notes $97.0 million 97.0 97.0
subordinated loan notes €24.0 million 34.4 33.8
carrying value 131.4 130.8
On 15 December 2005 the Group issued, via a trust company, $97.0 million in
aggregate principal amount of subordinated loan notes and €24.0 million in
aggregate principal amount of subordinated loan notes ("long-term debt") at an
issue price of $1,000 and €1,000 of their principal amounts respectively. The
fair value of the long-term debt is estimated as $121.4 million (2008 - $97.1
million).
The U.S. dollar subordinated loan notes are repayable on 15 December 2035 with
a prepayment option available from 15 March 2011. Prior to 15 March 2011, upon
the occurrence and during the continuation of a "Special Event", LHL may, at
its option, redeem the securities, in whole but not in part, at a sliding scale
redemption price. A Special Event is a change in the tax and/or investment
status of the issuing trust. Interest on the principal is based on a set margin
(3.70%) above the variable LIBOR rate and is payable quarterly.
The Euro subordinated loan notes are repayable on 15 June 2035 with a
prepayment option available from 15 March 2011. Prior to this date prepayment
would only be available in the event of a "Special Event". Interest on the
principal is based on a set margin (3.70%) above the variable Euribor rate and
is payable quarterly.
The Group is exposed to cash flow interest rate risk and currency risk on its
long-term debt. Further information is provided in the risk disclosures
section.
The interest accrued on the long-term debt was $0.2 million (2008 - $0.4
million) at the balance sheet date. The interest expense for the year was $6.4
million (2008 - $9.8 million) and is included in financing costs.
letters of credit
As both LICL and LUK are non-admitted insurers or reinsurers throughout the
U.S., the terms of certain contracts require them to provide letters of credit
to policyholders as collateral. LHL and LICL have a syndicated collateralised
credit facility in the amount of $200.0 million which expires on 16 July 2012.
The facility contains a $75.0 million loan sub-limit available for general
corporate purposes.
The facility is available for the issue of letters of credit ("LOCs") to ceding
companies. The facility is also available for LICL to issue LOCs to LUK to
collateralise certain insurance balances. LOCs issued by LICL are as follows:
as at 31 december 2009 2008
$m $m
issued to affiliates - 61.9
issued to third parties 25.7 26.7
There was no outstanding debt under this facility at either reporting date.
Letters of credit are required to be fully collateralised.
trusts
The Group has several trust arrangements in place in favour of policyholders
and ceding companies in order to comply with the security requirements of
certain reinsurance contracts and/or the regulatory requirements of certain
jurisdictions.
The following cash and cash equivalents and investment balances were held in
trust and other collateral accounts in favour of third parties:
2009 2008
as at 31 december $m $m $m $m
cash and fixed cash and fixed
income income
cash securities cash securities
equivalents equivalents
in various trust accounts for 14.1 100.9 11.3 -
policyholders
in favour of letters of credit 1.9 37.0 37.7 80.0
in favour of interest rate 2.8 - 2.8 -
swaps
in favour of futures contracts 0.6 - - -
total 19.4 137.9 51.8 80.0
As at and for the years ended 31 December 2009 and 2008 the Group was in
compliance with all covenants under its trust facilities.
19. derivative financial instruments
Derivate instrument gains and losses recorded in the consolidated statement of
comprehensive income are as follows:
2009 2008
$m $m
net realised gains (losses) and impairments 0.1 -
net other investment income - 0.1
financing costs (1.3) (3.6)
total derivative net losses (1.2) (3.5)
Refer to the risk disclosures section for the estimated fair value of the
Group's derivative instruments. Realised gains and losses on futures and
options contracts are included in net realised gains (losses) and impairments.
The net impact of TBAs is $nil for all reporting periods.
In previous years the Group invested a small portion of its investment
portfolio in convertible debt securities. The option to convert was an embedded
derivative, which was required to be bifurcated from the host contract with
changes in estimated fair value recorded through income, unless the security
was designated as at fair value through profit and loss. The Group's
investments in convertible debt securities were liquidated in the first half of
2009. As at 31 December 2008 the derivative component of these instruments was
valued at $nil. Changes in estimated fair value are included in net other
investment income.
The Group hedges a portion of its floating rate borrowings using interest rate
swaps to transfer floating to fixed rate. These instruments are held at
estimated fair value through profit and loss. The net fair value position owed
by the Group was $3.6 million (2008 - $4.9 million). The Group has the right to
net settle these instruments. The next cash settlement due on these instruments
is $0.8 million (2008 - $0.5 million) and is due on 15 March 2010. The
counter-party requires collateralisation of positions in excess of $2.0
million. These instruments will expire on 15 March 2011. The net impact from
cash settlement and changes in estimated fair value is included in financing
costs.
The interest rate swaps are held at estimated fair value, priced using
observable market inputs, and are therefore classified as category (ii) in the
fair value hierarchy.
20. share capital
authorised ordinary shares of $0.50 each number $m
as at 31 december 2009 and 2008 3,000,000,000 1,500.0
allocated, called up and fully paid number $m
as at 31 december 2008 and 2007 182,283,095 91.1
shares issued due to warrant exercises 219,968 0.1
as at 31 december 2009 182,503,063 91.2
own shares number $m
as at 31 december 2007 - -
shares repurchased and held in treasury 9,433,168 58.0
as at 31 december 2008 9,433,168 58.0
shares repurchased and held in treasury 2,406,674 16.9
shares repurchased by trust 1,078,403 8.0
shares distributed by trust (885,575) (6.5)
as at 31 december 2009 12,032,670 76.4
The net shares outstanding as at 31 December 2009 were 170,470,393 (2008 -
172,849,927).
share repurchases
The Board of Directors have granted share repurchase authorisations as follows:
date $m
29 october 2007 100.0
30 april 2008 100.0
4 november 2009 150.0
total 350.0
An amount of $175.1 million (2008 - $42.0 million) of approved repurchase
remains in place under the current authorisations.
To date, shares have been repurchased by the Group under share repurchase
authorisations as follows:
date number weighted $m
of shares average
share price
repurchased and cancelled
2007 (1) 13,640,916 £3.54 100.2
total repurchased and cancelled 13,640,916 £3.54 100.2
repurchased and transferred to treasury
shares
2008 9,433,168 £3.14 58.0
2009 2,406,674 £4.28 16.9
total repurchased and transferred to 11,839,842 £3.37 74.9
treasury shares
total repurchased 25,480,758 £3.46 175.1
(1) due to the movement of exchange rates between trade and settlement dates,
the amount paid for the $100.0 million share repurchase program was $100.2
million versus the authorised program of $100.0 million. The variance was
ratified by the Board of Directors on 14 February 2008.
At the balance sheet date $0.1 million (2008 - $0.2 million) remained to be
settled.
In 2009 the trustees of the Lancashire Holdings Employee Benefit Trust (the
"EBT") acquired 1,078,403 (2008 - nil) shares in accordance with the terms of
the trust and distributed 885,575 (2008 - nil). There were no unsettled
balances in relation to EBT purchases at either balance sheet date.
dividends
The Board of Directors have authorised the following dividends during the year
ended 31 December 2009:
dividends authorisation payment date $m
date
interim dividend of $0.05 (£0.0308) 28 july 2009 7 october 10.5
2009
special dividend of $1.25 (£0.75625) 4 november 2009 7 january 263.0
2010
There were no dividends declared during the year ended 31 December 2008.
21. warrants, options and restricted shares
Other reserves represents the Group's warrants, options and restricted shares.
Changes in the number of options and restricted shares outstanding are
disclosed in note 6. The change in the total number of warrants outstanding is
as follows:
warrants number number number number number
founders' foundation management management management
warrants ordinary performance performance
warrants
warrants warrants warrants
granted unallocated
outstanding as at 31 25,303,917 648,143 11,433,465 6,474,346 347,937
december 2007
lapsed - - - (2,782,659) (149,542)
outstanding as at 31 25,303,917 648,143 11,433,465 3,691,687 198,395
december 2008
cancelled - - - - (198,395)
exercised (833,200) - - - -
lapsed - - - (1,931,377) -
outstanding and 24,470,717 648,143 11,433,465 1,760,310 -
exercisable as at 31
december 2009
The exercise price for all unvested warrants was automatically adjusted for
dividends declared as follows:
authorisation payment date U.S.$ number number number number
date
founders' foundation ordinary performance
warrants warrants warrants warrants
10 december 25 january 1.10 - 162,036 2,858,366 5,789,065
2007 2008
28 july 2009 7 october 2009 0.05 - - - 2,894,532
4 november 7 january 2010 1.25 - - - 2,894,532
2009
The weighted average exercise price for the warrants is:
$ $ $ $
founders' foundation ordinary performance
warrants warrants warrants
warrants
as at 31 december 2008 5.00 4.73 4.71 4.85
as at 31 december 2009 5.00 4.73 4.71 3.62
22. lease commitments
The Group has payment obligations in respect of operating leases for certain
items of office equipment and office space. Operating lease expenses for the
year were $1.6 million (2008 - $1.8 million).
Future minimum lease payments under non-cancellable operating leases are as
follows:
2009 2008
$m $m
due in less than one year 2.1 1.7
due between one and five years 10.1 6.7
total 12.2 8.4
23. earnings per share
Basic earnings per share amounts are calculated by dividing net profit for the
year attributable to shareholders by the weighted average number of common
shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit
attributable to shareholders by the weighted average number of common shares
outstanding during the year plus the weighted average number of common shares
that would be issued on the conversion of all potentially dilutive common
shares into common shares under the treasury stock method.
The following reflects the profit and share data used in the basic and diluted
earnings per share computations:
2009 2008
$m $m
profit for the year attributable to equity 385.4 97.5
shareholders
number of number of
shares shares
thousands thousands
basic weighted average number of shares 172,740 177,468
potentially dilutive shares 15,048 6,931
diluted weighted average number of shares 187,788 184,399
Share-based payments are only treated as dilutive when their conversion to
common shares would decrease earnings per share or increase loss per share from
continuing operations. Unvested restricted shares without performance criteria
are therefore included in the number of potentially dilutive shares.
Incremental shares from the assumed exercising of performance warrants and
ordinary restricted share awards, where relevant performance criteria have not
been met, are not included in calculating dilutive shares. In addition, where
options are antidilutive, they are not included in the number of potentially
dilutive shares.
24. related party disclosures
The consolidated financial statements include LHL and the entities listed
below:
name domicile
Lancashire Insurance Company Limited Bermuda
Lancashire Insurance Marketing Services Limited United Kingdom
Lancashire Holdings Financing Trust I United States
Lancashire Holdings Employee Benefit Trust Jersey
Lancashire Insurance Holdings (UK) Limited United Kingdom
Lancashire Insurance Company (UK) Limited United Kingdom
Lancashire Insurance Services Limited United Kingdom
Lancashire Marketing Services (Middle East) Limited United Arab Emirates
All subsidiaries are wholly owned, either directly or indirectly.
The Group has issued subordinated loan notes via a trust vehicle - Lancashire
Holdings Financing Trust I (the "Trust") (see note 18). The Group effectively
has 100% of the voting rights in the Trust. These rights are subject to the
property trustee's obligations to seek the approval of the holders of the
Trust's preferred securities in case of default and other limited circumstances
where the property trustee would enforce its rights. While the ability of the
Group to influence the actions of the Trust is limited by the Trust Agreement,
the Trust was set up by the Group with the sole purpose of issuing the
subordinated loan notes, is in essence controlled by the Group, and is
therefore consolidated.
LICL holds $271.3 million of cash and cash equivalents and fixed income
securities in trust for the benefit of LUK relating to intra-group reinsurance
agreements.
On 14 February 2008 the Group established the EBT to assist in the
administration of the Group's employee equity based compensation schemes. While
the group does not have legal ownership of the EBT and the ability of the Group
to influence the actions of the EBT is limited by the Trust Deed, the EBT was
set up by the Group with the sole purpose of assisting in the administration of
these schemes, is in essence controlled by the Group, and is therefore
consolidated.
During 2009 the Group made cash donations of $1.2 million to the EBT for
funding. The Group also entered into a Loan Facility Agreement (the "Facility")
with RBC Cees Trustee Limited, the Trustees of the EBT. The Facility is an
interest free revolving credit facility under which the Trustee can request
advances on demand, within the terms of the facility, up to a maximum aggregate
of $10.0 million. The Facility may only be used by the Trustees for the purpose
of achieving the objectives of the EBT. As at 31 December 2009 the Group had
made advances of $7.0 million to the EBT under the terms of the Facility. There
were no transactions with the EBT during 2008.
key management compensation
Remuneration for key management (the Group's executive and non-executive
directors) for the years ending 31 December was as follows:
2009 2008
$m $m
short-term compensation 6.6 5.3
equity based compensation 6.1 5.8
directors' fees and expenses 1.7 1.6
monitoring fees 0.1 0.2
total 14.5 12.9
The directors' fees and expenses includes $0.7 million (2008 - $0.7 million)
paid to significant founding shareholders. The monitoring fees are paid to
significant founding shareholders. Non-executive directors do not receive any
benefits in addition to their agreed fees and expenses and do not participate
in any of the Group's incentive, performance or pension plans.
transactions with Lancashire Foundation
Cash donations to the Foundation have been approved by the Board of Directors
as follows:
30 april 2008 $1.0 million
14 may 2009 $1.1 million
25. non-cash transactions
Available for sale mortgage backed to be announced security purchases and sales
of $229.3 million (2008 - $223.2 million) and $229.5 million (2008 - $228.4
million) respectively were net settled during the year through the use of
derivative instruments.
The unsettled element of the share repurchase in 2009 of $0.1 million (2008 -
$0.2 million) discussed in note 20 is not reflected in the 2009 cash flows. It
has been recorded in the subsequent year when it was actually settled. The 2009
special dividend declared of $263.0 million is not reflected in the 2009 cash
flows. The settlement date was 7 January 2010 and the cash flow on this
transaction has been recorded in 2010.
The unsettled element of the share repurchase in 2007 of $10.5 million was not
reflected in the 2007 cash flows. It was recorded in 2008 when it was actually
settled. The 2007 special dividend declared of $239.1 million was not reflected
in the 2007 cash flows. The settlement date was 25 January 2008 and the cash
flow on this transaction was recorded in 2008.
26. statutory requirements and dividend restrictions
The primary source of capital used by the Group is equity shareholders' funds
and borrowings. As a holding company, LHL relies on dividends from its
operating entities to provide the cash flow required for debt service and
dividends to shareholders. The operating entities' ability to pay dividends and
make capital distributions is subject to the legal and regulatory restrictions
of the jurisdictions in which they operate. For the primary operating entities
these are based principally on the amount of premiums written and reserves for
losses and loss adjustment expenses, subject to overall minimum solvency
requirements. Operating entity statutory capital and surplus is different from
shareholder's equity due to certain items that are capitalised under IFRS but
expensed or have a different valuation basis for regulatory reporting, or are
not admitted under insurance regulations.
Annual statutory capital and surplus reported to regulatory authorities by the
primary operating entities is as follows:
as at 31 december 2009 $m £m
LICL LUK
statutory capital and surplus 1,215.4 120.0
minimum required statutory capital and surplus 257.1 22.6
as at 31 december 2008 $m £m
LICL LUK
statutory capital and surplus 1,080.1 125.1
minimum required statutory capital and surplus 256.8 22.7
For LUK, various capital calculations are performed and an individual
assessment of LUK's capital needs (an "ICA") is presented to the FSA. The FSA
then considers the capital calculations and issues an individual capital
guidance ("ICG"), reflecting the FSA's own view as to the level of capital
required. The FSA considers that a decrease in an insurance company's capital
below the level of its ICG represents a regulatory intervention point.
LICL is required to maintain a minimum liquidity ratio, whereby relevant
assets, as defined in the regulations, must exceed 75% of relevant liabilities.
As at 31 December 2009 and 2008 the liquidity ratio was met. LICL is also
required to perform various capital calculations under the BMA's regulatory
framework. An assessment is made of LICL's capital needs and a target capital
amount is determined. The BMA may require a further capital loading on the
target capital amount in certain circumstances. The BMA considers that a
decrease in capital below the target level represents a regulatory intervention
point.
As at 31 December 2009 and 2008 the capital requirements of both regulatory
jurisdictions were met.
27. subsequent event
On 25 February 2010 the Board of Directors authorised the payment of a final
ordinary dividend of 10.0 cents per common share to shareholders of record on
19 March 2010, with a settlement date of 14 April 2010. The total dividend
payable will be approximately $20.8 million. The Remuneration Committee has the
discretionary power to adjust the exercise price of options issued under the
LTIP to neutralise the devaluing impact of dividend payments. The Committee has
not yet approved any such adjustment. An amount equivalent to the dividend
accrues on all RSS awards and is paid at the time of vesting, pro-rata
according to the number of RSS awards that vest.
28. presentation
Certain amounts in the 31 December 2008 consolidated financial statements have
been re-presented to conform with the current year's presentation and format.
These changes in presentation have no effect on the previously reported net
profit.