UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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þ |
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Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the fiscal year ended December 31, 2010,
or
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o |
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
for the transition period from to
Commission file number 1-31599
ENDURANCE SPECIALTY HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
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Bermuda |
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(State or other jurisdiction
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98-0392908 |
of incorporation or organization)
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(I.R.S. Employer Identification Number) |
Wellesley House
90 Pitts Bay Road
Pembroke HM 08, Bermuda
(Address of principal executive offices, including postal code)
Registrants telephone number, including area code: (441) 278-0400
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
Ordinary Shares, par value $1.00 per share
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New York Stock Exchange |
Preferred Shares, Series A, par value $1.00 per share
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act of 1933. Yes þ No o
Indicate by check mark whether the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants knowledge, in the
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or
a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934). Yes o No þ
The aggregate market value of the ordinary shares held by non-affiliates of the registrant, as of
June 30, 2010, was $1,326,144,843.
As of
February 22, 2011, 39,731,133 ordinary shares were outstanding.
Certain portions of the registrants definitive proxy statement relating to its 2011 Annual General
Meeting of Shareholders are incorporated by reference into Part III of this report.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K (the Amendment) for the fiscal year ended December 31, 2010 of
Endurance Specialty Holdings Ltd. (the Company), originally filed with the U.S. Securities and Exchange Commission on
March 1, 2011 (the Original 10-K) is being filed solely for the purpose of revising Part I, Item 1 (Business) to
delete disclosures and references to the Companys credit ratings that may not constitute issuer disclosure-related
ratings information in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Rule 436 under the
Securities Act of 1933, as amended. All other Items of the Original 10-K are unaffected by this Amendment and such
Items have not been included in this Amendment. Information included in this Amendment is stated as of December 31,
2010.
This Amendment does not reflect any subsequent events occurring after the filing of the Original 10-K and other than as
noted above, does not modify or update any other disclosures in the Original 10-K in any way.
2
Overview
Endurance Holdings is a holding company domiciled in Bermuda. Through our operating
subsidiaries based in Bermuda, the United States and the United Kingdom, we focus on underwriting
specialty lines of personal and commercial property and casualty insurance and reinsurance on a
global basis. We define specialty lines as those lines of insurance and reinsurance that require
dedicated, specialized underwriting skills and resources in order to be profitably underwritten.
Our portfolio of specialty lines of business is organized into two business segments Insurance
and Reinsurance.
We began operations on December 17, 2001 after Endurance Bermuda completed a private placement
of $1.2 billion of its equity securities. On March 5, 2003, Endurance Holdings completed the
initial public offering of its ordinary shares. Endurance Holdings seven wholly-owned operating
subsidiaries as of December 31, 2010 are as follows:
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Endurance Bermuda, domiciled in Bermuda with branch offices in Zurich and
Singapore; |
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Endurance Reinsurance Corporation of America (Endurance U.S. Reinsurance),
domiciled in Delaware; |
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Endurance Worldwide Insurance Limited (Endurance U.K.), domiciled in England; |
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Endurance American Insurance Company (Endurance American), domiciled in
Delaware; |
3
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Endurance American Specialty Insurance Company (Endurance American Specialty),
domiciled in Delaware; |
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Endurance Risk Solutions Assurance Co. (Endurance Risk Solutions) domiciled in
Delaware; and |
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American Agri-Business Insurance Company, domiciled in Texas and managed by
ARMtech Insurance Services, Inc. (together ARMtech). |
Endurance Holdings and its wholly-owned subsidiaries are collectively referred to in this
discussion as we or the Company. Endurance Holdings ordinary shares are traded on the New
York Stock Exchange under the symbol ENH.
Business Strategy
Our goal is to leverage our competitive strengths and successfully execute our strategy in
order to generate a superior long-term return on capital.
The key elements of our strategy are:
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Maintain a Portfolio of Profitable Specialty Lines. We participate in specific
specialty lines of insurance and reinsurance that we believe have the potential to
offer the highest risk-adjusted return on capital and in which we believe we can
establish a competitive advantage through our specialized teams of expert underwriters.
We leverage our ability to participate in multiple lines of business to deploy capital
and resources to the most attractive business lines at the most opportune times. The
Company also strategically balances its participation between insurance and reinsurance
policies and contracts as well as balances exposures across geographic locations. |
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Utilize Monoline Level of Expertise in Each Line of Business. We have teams of
highly experienced professionals to manage each of our specific lines of business.
Each team is led by underwriting personnel who are specialists in their unique business
line. |
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Apply Extensive Technical Analysis to Our Underwriting. We manage our portfolio of
risks through the utilization of catastrophe modeling and dynamic financial analysis
techniques that provide a quantitative basis for the management of risk aggregation and
correlation. We require significant amounts of data in our underwriting process and
proactively monitor market trends to look for competitive threats to the lines of
business in which we operate as well as to analyze potential new lines that may provide
attractive opportunities. We use information gathered to update and adjust the
assumptions underlying our risk management models as appropriate. |
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Maintain Strong Risk Management Practices. We believe that a strong risk management
culture is key to maximizing risk adjusted returns on capital and to manage volatility
and other risks that could threaten the Companys solvency. Our enterprise risk
management techniques include sophisticated modeling technology and a detailed internal
control structure that gives us a competitive advantage in managing our underwriting,
investment and operational risks across the Company. The Company employs a number of
practices and committees at both the Board of Directors and management levels that
foster communication across groups, to enhance the coordination of risk management
strategies and to identify current issues and emerging risks. |
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Focus on Underlying Profitability of Business Underwritten. We underwrite our
business with a focus on the underlying profitability that the business brings to
Endurance and are committed to expanding or contracting our businesses based upon the
opportunities presented in the markets in which we participate. |
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Utilization of Reinsurance Protection to Enhance Risk Management. When we are
insuring correlated risks such as natural perils, we purchase catastrophe reinsurance
at a level consistent with the size of the individual book of business. In addition to
being a critical tool for managing loss risk accumulations, reinsurance is also used to
ensure our insurance businesses are of sufficient size to be considered a lead market
for their products. In our Reinsurance segment, we continue to strategically review
and underwrite our business on a net basis, managing our reinsurance portfolio risk
through underwriting analysis and portfolio diversification. However, we may
strategically purchase
reinsurance protection across our portfolio to balance our book of business against the
risk of a severe catastrophe event or the occurrence of multiple significant catastrophe
events. |
4
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Maintain a Portfolio of Investments to Generate Net Investment Income and Book Value
Growth. We manage our investment portfolio within a risk adjusted, expected return
framework. Our investment management activities focus on ensuring that the Company has
adequate liquidity to satisfy the needs of its customers, regulators, rating agencies
and shareholders while adding value through the disciplined management of investment
risk to earn superior risk adjusted returns. Flexibility exists within this framework
to adjust asset allocation in order to benefit from market opportunities to maximize
our risk-adjusted returns. |
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Proactively Manage Our Capital Base. Our underwriting, actuarial, finance and
investment professionals work together to achieve a balance in the risks we undertake.
We actively manage our capital by allocating resources to underwriting and investment
opportunities which we believe will offer the highest risk-adjusted return on capital.
The primary focus of our capital management activities is to optimize our risk adjusted
return on equity while ensuring the Company maintains sufficient levels of risk based
capital and financial flexibility to satisfy the needs of our customers, regulators,
rating agencies and shareholders. Over the long-term, we will return excess capital to
our shareholders rather than use excess capital to underwrite business that no longer
meets our underwriting requirements. |
Business Segments
The Company currently has two business segments Insurance and Reinsurance. Financial data
relating to our two segments is included in Item 7 Managements Discussion and Analysis of
Financial Condition and Results of Operations and in our Audited Consolidated Financial Statements
and related notes presented under Item 8 Financial Statements and Supplementary Data.
Our two business segments and the related gross and net premiums written for the years ended
December 31, 2010, 2009 and 2008 are as follows:
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2010 |
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2009 |
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2008 |
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Gross |
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Net |
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Gross |
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Net |
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Gross |
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Net |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Business Segments |
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Written |
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Written |
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Written |
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Written |
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Written |
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Written |
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(U.S. dollars in thousands) |
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Insurance |
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$ |
1,112,192 |
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$ |
829,864 |
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$ |
1,152,150 |
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$ |
740,310 |
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$ |
1,426,366 |
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$ |
980,598 |
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Reinsurance |
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941,044 |
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933,880 |
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869,300 |
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865,740 |
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820,054 |
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803,692 |
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Total |
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$ |
2,053,236 |
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$ |
1,763,744 |
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$ |
2,021,450 |
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$ |
1,606,050 |
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$ |
2,246,420 |
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$ |
1,784,290 |
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Insurance
Our Insurance segment is comprised of six lines of business: agriculture, professional lines,
casualty, property, healthcare liability, and workers compensation lines. We ceased writing new
workers compensation business in February 2009. Gross and net premiums written for the lines of
business in the Insurance segment for the years ended December 31, 2010, 2009 and 2008 are as
follows:
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2010 |
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2009 |
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2008 |
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Gross |
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Net |
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Gross |
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Net |
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Gross |
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Net |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Lines of Business |
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Written |
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Written |
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Written |
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Written |
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Written |
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Written |
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(U.S. dollars in thousands) |
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Agriculture |
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$ |
567,461 |
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$ |
404,767 |
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$ |
572,096 |
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$ |
324,480 |
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$ |
690,318 |
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$ |
380,699 |
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Professional Lines |
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170,146 |
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148,717 |
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193,799 |
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167,091 |
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142,253 |
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119,427 |
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Casualty |
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167,549 |
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107,801 |
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152,580 |
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91,071 |
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120,867 |
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86,610 |
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Property |
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122,110 |
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88,299 |
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124,621 |
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68,011 |
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159,408 |
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98,012 |
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Healthcare Liability |
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87,593 |
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82,893 |
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82,955 |
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78,284 |
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80,692 |
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80,002 |
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Workers Compensation |
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(2,667 |
) |
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(2,613 |
) |
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26,099 |
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11,373 |
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232,828 |
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215,848 |
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Total |
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$ |
1,112,192 |
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$ |
829,864 |
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$ |
1,152,150 |
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$ |
740,310 |
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$ |
1,426,366 |
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$ |
980,598 |
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5
A description of each of these lines of business follows:
Agriculture. Our agriculture insurance business focuses on traditional multiple peril crop
insurance, crop hail, livestock risk protection and other agriculture risk management products, all
offered through independent agents.
Professional Lines. Our professional lines insurance business includes directors and
officers liability, errors and omissions, employment practices liability, environmental liability
and pension trust liability insurance and includes both non-profit and for-profit entities
representing a wide range of industry groups.
Casualty. Our casualty insurance line of business provides third party liability insurance
for a wide range of industry groups. Our excess casualty clients are typically Fortune 1000
companies with sophisticated risk management practices who generally retain large portions of their
own risk and purchase large insurance limits. In addition, we write casualty insurance that
targets middle market companies at lower attachment points for real estate, manufacturing,
chemicals, financial, utilities, telecommunications, construction and other industries.
Property. Our property insurance line of business is comprised of insured properties with
sufficiently large values to require multiple insurers and reinsurers to accommodate their
insurance capacity needs. The properties insured are generally of a commercial nature and are
spread across a variety of industries, such as real estate, retail, manufacturing, chemicals,
financial services, utilities, telecommunications, construction, civil engineering and
municipalities/institutions. As of February 2009, we ceased offering property insurance coverage
from our London office.
Healthcare Liability. Our healthcare liability line of business is focused on excess hospital
medical professional liability insurance. Our Bermuda operation focuses on institutional
healthcare providers such as large, stand-alone hospitals, multi-hospital systems, university
teaching hospitals and integrated specialty hospitals. Our U.S.-based operations offer excess
coverage to small to medium sized stand-alone hospitals and other healthcare organizations.
Workers Compensation. As of February 2009, the Company ceased underwriting California
workers compensation insurance business. Our workers compensation insurance line was primarily
focused on niche markets in the U.S. To support this business, we entered into a strategic
relationship with a specialist managing general agent in the California workers compensation
insurance market.
Reinsurance
Our Reinsurance segment is comprised of five lines of business: catastrophe, casualty,
property, aerospace and marine and surety and other specialty. Gross and net premiums written for
the lines of business in the Reinsurance segment for the years ended December 31, 2010, 2009 and
2008 are as follows:
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2010 |
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2009 |
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2008 |
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Gross |
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Net |
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Gross |
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Net |
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Gross |
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Net |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Premiums |
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Lines of Business |
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Written |
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Written |
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Written |
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Written |
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Written |
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Written |
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(U.S. dollars in thousands) |
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Catastrophe |
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$ |
309,886 |
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$ |
305,617 |
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$ |
303,404 |
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$ |
302,218 |
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$ |
315,262 |
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$ |
302,070 |
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Casualty |
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294,030 |
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293,222 |
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255,142 |
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254,897 |
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161,583 |
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162,617 |
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Property |
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224,544 |
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224,544 |
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215,085 |
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215,085 |
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192,652 |
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192,625 |
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Aerospace and Marine |
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48,761 |
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46,696 |
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44,696 |
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42,563 |
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80,521 |
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76,991 |
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Surety and Other Specialty |
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63,823 |
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63,801 |
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|
50,973 |
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50,977 |
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|
70,036 |
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|
69,389 |
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Total |
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$ |
941,044 |
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$ |
933,880 |
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$ |
869,300 |
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$ |
865,740 |
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$ |
820,054 |
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$ |
803,692 |
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A description of these lines of business follows:
Catastrophe. Our catastrophe reinsurance line of business reinsures catastrophic perils for
ceding companies on a treaty basis for primarily property and workers compensation business. The
principal perils reinsured in our catastrophe reinsurance business include natural perils such as
hurricanes, typhoons, earthquakes, floods, tornados, hail and fire and certain man-made perils such
as industrial events and terrorism.
6
Casualty. Our casualty reinsurance line of business reinsures third party liability exposures
from ceding companies on a treaty basis such as automobile liability, professional liability,
directors and officers liability, umbrella liability and workers compensation.
Property. Property reinsurance reinsures individual property insurance policies issued by our
ceding company clients including both personal lines and commercial exposures (principally covering
buildings, structures, equipment, contents and time element coverages on a treaty basis). Loss
exposures in this segment include the perils of fire, explosion, collapse, riot, vandalism, wind,
tornado, flood and earthquake. We underwrite our property reinsurance line of business on both a
proportional and excess of loss basis.
Aerospace and Marine. Our aerospace line of business is comprised primarily of the
reinsurance of aviation and space risks. The aviation business includes hull, aircraft liability
and aircraft products coverages and the space business includes satellite launch and in-orbit
coverage.
Our marine business consists of the reinsurance of bluewater hull, brownwater hull and cargo
risks and is underwritten on a proportional and non-proportional basis.
Surety and Other Specialty. We provide surety reinsurance for contract and commercial surety
as well as for fidelity insurance coverages on both a proportional and excess of loss basis. This
business line also includes agriculture reinsurance comprised of risks associated with the
production of food and fiber on a global basis; traditional treaty, proportional and
aggregate stop loss reinsurance for primary insurance companies writing multiple peril, hail; and
named peril covers, as well as custom risk transfer mechanisms for agricultural dependent
industries with exposure to crop yield or price. Our remaining business in this line represents a
variety of contracts, such as personal accident and terrorism, which are underwritten utilizing the
expertise of our senior underwriting staff.
Please see Item 8 Financial Statements and Supplementary Data, Audited Consolidated Financial
Statements Note 9 Segment Reporting for additional information about our business segments
and the geographic distribution of our gross premiums written for the last three fiscal years.
Distribution
The majority of our business is obtained directly by the Company or through the use of
intermediaries, including independent agents and insurance and reinsurance brokers around the
world. The brokerage distribution channel provides us with access to an efficient, variable cost,
and global distribution system without the significant time and expense which would be incurred in
creating wholly-owned distribution networks for certain lines of business.
For the year ended December 31, 2010, Marsh & McLennan Companies, Inc. was the largest
distributor in our Insurance segment, and Aon Benfield was the largest broker distributor in our
Reinsurance segment. A breakdown of our distribution by broker and by business segment for the
years ended December 31, 2010, 2009 and 2008 is provided in the tables below:
Insurance
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Percentage of Gross Premiums Written |
|
Broker |
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2010 |
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2009 |
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|
2008 |
|
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Marsh & McLennan Companies, Inc. |
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8.6 |
% |
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|
7.9 |
% |
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|
5.9 |
% |
Aon Benfield (1) |
|
|
5.5 |
% |
|
|
5.8 |
% |
|
|
5.4 |
% |
Willis Companies |
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|
2.6 |
% |
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|
2.5 |
% |
|
|
2.5 |
% |
Independent agents |
|
|
55.8 |
% |
|
|
57.5 |
% |
|
|
66.8 |
% |
All Others |
|
|
27.5 |
% |
|
|
26.3 |
% |
|
|
19.4 |
% |
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|
|
|
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Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
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(1) |
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On November 11, 2008, Aon Corporation completed its acquisition of Benfield Group
Limited. The table above shows the gross premiums brokered by these entities on a consolidated
basis for all years presented. |
7
Reinsurance
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Percentage of Gross Premiums Written |
|
Broker |
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
|
|
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|
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|
Aon Benfield(1) |
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|
34.8 |
% |
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|
32.3 |
% |
|
|
29.6 |
% |
Marsh & McLennan Companies, Inc. |
|
|
29.0 |
% |
|
|
27.4 |
% |
|
|
28.3 |
% |
Willis Companies |
|
|
21.0 |
% |
|
|
25.5 |
% |
|
|
25.4 |
% |
All Others |
|
|
15.2 |
% |
|
|
14.8 |
% |
|
|
16.7 |
% |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On November 11, 2008, Aon Corporation completed its acquisition of Benfield Group
Limited. The table above shows the gross premiums brokered by these entities on a consolidated
basis for all years presented. |
Claims Management
Under the direction of our Chief Claims Officer, claims are managed by our experienced,
technical claims teams working closely with each of our operating subsidiaries. Our claims staff
reviews initial loss reports, administers claims databases, generates appropriate responses to
claims reports, identifies and handles coverage issues, determines whether further investigation is
required and where appropriate, retains outside claims counsel, establishes case reserves, approves
claims for payment, manages salvage and subrogation and notifies reinsurers. In addition, our
claims staff conducts significant audits of our insurance company clients throughout the year,
evaluating claims handling abilities, reserve philosophies, loss notification processes and overall
quality of our clients performance.
Upon receipt, claims notices are recorded by the claims staff within our underwriting,
financial and claims systems. When the Company is notified of insured losses or discovers
potential losses as part of its claims audits, claims personnel record a case reserve as
appropriate for the estimated amount of the exposure at that time. The estimate reflects the
judgment of claims personnel based on general reserving practices, the experience and knowledge of
such personnel regarding the nature of the specific claim and, where appropriate, advice of
counsel. Reserves are also established to provide for the estimated expense of settling claims,
including legal and other fees and the general expenses of administering the claims adjustment
process.
Reserve for Losses and Loss Expenses
We are required by applicable insurance laws and regulations and accounting principles
generally accepted in the United States (U.S. GAAP) to establish reserves for losses and loss
expenses that arise from our business. These reserves are balance sheet liabilities representing
estimates of future amounts required to pay losses and loss expenses for insured or reinsured
claims which have occurred at or before the balance sheet date, whether already known to us or not
yet reported. It is our policy to establish these losses and loss expense reserves after
evaluating all information known to us as of the date they are reported.
We use statistical and actuarial methods to reasonably estimate ultimate expected losses and
loss expenses. The period of time from the reporting of a loss to us and the settlement of our
liability may be several years. During this period, additional facts and trends may be revealed.
As these factors become apparent, reserves will be adjusted, sometimes requiring an increase in our
overall reserves, and at other times requiring a reallocation of incurred but not reported reserves
to specific case reserves.
Reserves for losses and loss expenses are based in part upon the estimation of losses
resulting from catastrophic events. Estimation of losses from catastrophic events is inherently
difficult because of the infrequency and severity of large catastrophes. Therefore, we utilize
commercially available models, as well as historical reinsurance industry property catastrophe
claims experience to supplement our own historical claims experience, for purposes of evaluating
future trends and providing an estimate of ultimate claims costs.
To assist us in establishing appropriate reserves for losses and loss expenses, we analyze a
significant amount of insurance industry information with respect to the pricing environment and
loss settlement patterns. In combination with our individual pricing analyses, this industry
information is used to guide our loss and loss expense estimates. These estimates are reviewed
regularly, and adjustments, if any, are recorded in earnings in the periods in which they are
determined.
8
While management believes it has made a reasonable estimate of ultimate losses, the ultimate
claims experience may not be as reliably predicted as may be the case with other insurance and
reinsurance operations, and there can be no assurance that our future losses and loss expenses will
not exceed our current total reserves. For a description of the Companys current reserves, please
refer to Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations Reserve for Losses and Loss Expenses and Note 5 Reserve for losses and loss
expenses in the Notes to the Consolidated Financial Statements of the Company.
Enterprise Risk Management
We have developed a strong risk management culture within the Company through the
establishment of various processes and controls focused on the Companys risk exposures. Our
enterprise risk management (ERM)
activities are critical to the organizations senior management, business units and Board of
Directors. The goals of our ERM framework that drive our corporate strategy are as follows:
|
|
|
identify and manage the risks that threaten the Company and its solvency; |
|
|
|
optimize the Companys risk based capital position; |
|
|
|
maximize the Companys risk adjusted returns on capital; |
|
|
|
manage underwriting, investment and operational volatility; and |
|
|
|
clearly communicate our approach to our employees and external constituencies. |
In order to meet our ERM goals, the Company has established risk tolerances applicable to all
areas of our business. It is our corporate objective to limit the risk of a significant loss on an
economic basis from a one-in-one-hundred year series of catastrophic events to no more than 25% of
our shareholders equity. We define economic basis as premiums plus net investment income less
incurred losses and loss expenses, acquisition expenses and general and administrative expenses.
On a group basis, we monitor our:
|
|
|
capital position relative to our internal requirements and the requirements of our
regulators and rating agencies; and |
|
|
|
liquidity by stressing cash outflow scenarios relative to available cash and cash
equivalents and other forms of liquidity. |
In addition, we have developed processes, models and a detailed internal control structure to
specifically address our risk exposures. The Companys primary risk exposure areas are as follows:
underwriting risk, including certain key underwriting risks associated with the pricing and
exposure evaluation process; catastrophe correlation/aggregation risk; the risk embedded in the
loss reserve estimation process; investment risk; and operational risk. The following sections
more specifically address our method and procedures for addressing and managing our underwriting,
catastrophe, loss reserving, investment and operational risks.
Underwriting Risk Management
Internal underwriting controls are established by our Chief Executive Officer, President and
Chief Underwriting Officer. Underwriting authority is delegated to the managers of our lines of
business in each business segment and to underwriters in accordance with prudent practice and an
understanding of each underwriters capabilities. Detailed letters of underwriting authority are
issued to each of our underwriters. These letters contain our operating guidelines, a description
of the analytic process to be followed, referral requirements broken down by sources of business,
terms and conditions, situations, limits capacity and annual premium for any one contract. Our
return on capital guidelines are attached to each letter as an exhibit and are stated in terms of
maximum combined ratio targets, excluding our general and administrative expenses, and minimum
return on risk based capital by line of business.
Our return on capital guidelines are regularly reviewed by our President, Chief Underwriting
Officer and our Chief Risk Officer to reflect changes in market conditions, interest rates, capital
requirements and market-expected returns. In addition, oversight of underwriting and risk
management is provided by our Board of Directors and its Underwriting and Risk Committees. For a
further discussion on the role of our Board of Directors in the Companys risk management, see The
Role of the Board of Directors in Risk Management below.
9
We have a disciplined approach to underwriting and risk management that relies heavily upon
the collective underwriting expertise of our management and staff. This expertise is in turn
guided by the following underwriting principles:
|
|
|
we will underwrite and accept only those risks we know and understand; |
|
|
|
we will perform our own independent pricing or risk review on all risks we accept; and |
|
|
|
we will accept only those risks that are expected to earn a return on capital
commensurate with the risk they present. |
Before we review any natural catastrophe exposed insurance or reinsurance proposal, we
consider the appropriateness of the client, including the quality of its management and its risk
management strategy. In addition,
we require each proposal to include significant information on the nature of the perils to be
included and detailed aggregate information as to the location or locations of the risks covered.
We further request information on the clients loss history for the perils being insured or
reinsured, together with relevant underwriting considerations. If a proposal meets the preceding
underwriting criteria, we then evaluate the proposal in terms of its risk/reward profile to assess
the adequacy of the proposed pricing and its potential impact on our overall return on capital as
well as our corporate risk objectives.
We have fully integrated our internal actuarial staff into the underwriting and decision
making process. We use in-depth actuarial and risk analyses to evaluate contracts prior to
authorization. In addition to internal actuaries and risk professionals, we make use of outside
consultants as necessary to develop appropriate analyses for pricing.
Separate from our natural catastrophe exposed businesses, we underwrite and accept casualty
and specialty insurance and reinsurance business. We apply the same standards with respect to
actuarial and risk analysis to these businesses using commercial data and models licensed from
various professional service firms. As with our natural catastrophe exposed businesses, we seek to
identify those casualty and specialty exposures that are most likely to be simultaneously
influenced by significant events. These exposures are then jointly tracked to ensure that we do
not develop an excessive accumulation of exposure to that particular type of event.
In addition to the above technical and analytical practices, our underwriters use a variety of
tools, including specific contract terms, to manage our exposure to loss. These include occurrence
limits, aggregate limits, reinstatement provisions and loss ratio caps. Additionally, our
underwriters use appropriate exclusions, terms and conditions to further eliminate particular risks
or exposures that our underwriting team deems to be outside of the intent of the coverage we are
willing to offer. Our Bermuda underwriting location provides us with a particular advantage for
certain lines of business because there are no regulatory limitations upon our use of coverage
restrictions in insurance policies.
In our crop insurance business, we have invested in an experienced team of crop, commodity and
economic analysts who have developed proprietary tools to manage risk, pricing and exposure in this
business. These proprietary tools are constructed from databases that involve a comprehensive set
of historical profit and loss experience data developed at a crop, state, county and farm level of
detail. We further analyze this data based on current and forecasted crop growing conditions,
agriculture commodity prices, and market conditions in an effort to produce attractive returns.
In certain cases, the risks assumed by the Company are partially reinsured with third party
reinsurers. Reinsurance ceded varies by segment and line of business based on a number of factors,
including market conditions. The benefits of ceding risks include reducing exposure on individual
risks, protecting against catastrophic risks, maintaining acceptable capital ratios, enabling the
writing of additional business and ensuring our insurance businesses are of sufficient size to be
considered a lead market for their products. Reinsurance ceded does not legally discharge the
Company from its liabilities to the original policyholder in respect of the risk being reinsured.
For more information on the Companys reinsurance ceded, please see Item 7, Managements
Discussion and Analysis of Financial Condition and Results of Operations Ceded Reinsurance and
Note 6 Reinsurance in the Notes to the Consolidated Financial Statements of the Company.
10
Catastrophe Risk Management
To achieve our catastrophe risk management objectives, we utilize a variety of proprietary and
commercially available tools to quantify and monitor the various risks we accept as a company.
We have licensed catastrophe modeling software from the principal modeling firms, including
RMS and AIR. These software tools use exposure data provided by our insureds and ceding company
clients to simulate catastrophic losses. We take an active role in the evaluation of these
commercial catastrophe models, providing feedback to the modeling companies to improve the
efficiencies of these models. We also supplement the model output in certain territories with the
results of our proprietary models. We use modeling not just for the underwriting of individual
transactions but also to optimize the total return and risk of our underwriting portfolio. We have
high standards for the quality and levels of detailed exposure data provided by our clients and
have an expressed preference for data at the zip code or postal code level or finer. Data provided
at more summary levels, such as counties or CRESTA zones, is conservatively modeled and surcharged
for increased uncertainty. We require significant amounts of data from our clients and decline
business in which we feel the data provided is insufficient to make an appropriate analysis. Our
commitment to detailed exposure data has precluded significant involvement as a retrocessionaire in
the current market.
Data output from the software described above is incorporated in our proprietary models. Our
proprietary systems include those for modeling risks associated with property catastrophe,
healthcare liability, aerospace and marine, agriculture, property and workers compensation
business, various casualty and specialty pricing models as well as our proprietary portfolio risk
management and capital allocation models. These systems allow us to monitor our pricing and risk
on a contract by contract basis in each of our segments and business lines.
Data output from both our licensed and proprietary software models is used to estimate the
amount of premium that is required to pay the long-term expected losses under the proposed
contracts. The data output is also used to estimate correlation between both new business and our
existing portfolio. The degree of correlation is used to estimate the incremental capital required
to support our participation on each proposed risk, allowing us to calculate a return on consumed
capital. Finally, the data output is used to monitor and control our cumulative exposure to
individual perils across all of our businesses.
Our pricing of catastrophe reinsurance contracts is based on a combination of modeled loss
estimates, actual ceding company loss history, surcharges for potential unmodeled exposures, fixed
and variable expense estimates and profit requirements. The profit requirements are based on
incremental capital usage estimates described above and on our required return on consumed capital.
Loss Reserving Risk Management
Establishing reserves for losses and loss expenses, in particular reserves for the Companys
long-tail lines of business, constitutes a significant risk for the Company. Loss reserves do not
represent an exact calculation of liability, but instead are estimates of what the Company expects
the ultimate settlement and administration of claims will cost. To the extent the Company
determines that actual losses and loss expenses exceed the loss reserves recorded in our financial
statements, the Company will be required to increase its reserve for losses and loss expenses which
in turn could cause a material reduction in the Companys profitability and capital.
The Company manages the risk inherent in estimating the Companys reserves for losses and loss
expenses in a variety of ways. First, the Company underwrites a balanced and diversified portfolio
of business, which reduces the Companys susceptibility to reserving errors that may be associated
with any one line or type of business. In 2010, the Companys largest single line of business
represented 27.6% of the gross premiums written by the Company. Second, where loss development
uncertainty exists, the Company makes select use of the purchase of reinsurance to reduce the
Companys exposure to such loss development uncertainty, in particular in our insurance lines of
business. Third, the Company incorporates uncertainty in loss trends into its underwriting pricing
process. Finally, in its reinsurance business, the Company conducts active, regular audits of its
ceding company clients with the intent of identifying quickly and thoroughly exposures assumed by
the Company.
The Companys reserving process also serves to mitigate the risk associated with the Companys
loss and loss expense reserve estimates. The Company seeks to base its loss reserve estimates upon
actuarial and statistical projections derived from the most recently available data, as well as
current information on future trends in claims severity and frequency, judicial theories of
liability and other factors. The Company continually refines both its loss reserve estimates and
the means by which its loss reserve estimates are derived, incorporating an ongoing process of
developing loss experience, reported claims and claims settlements.
11
Investment Risk Management
Investment risk encompasses the risk of loss in our investment portfolio potentially caused by
the adverse impact on our invested assets from fluctuations in interest rates, equity prices,
credit spreads, foreign currency rates and other market changes.
The Company manages its investment risks through both a system of limits and a strategy to
optimize the interaction of risks and opportunities. To ensure diversification of the Companys
investment portfolio and avoid aggregation of risks, limits on asset types, economic sector
exposure, industry exposure and individual security exposure are placed on our investment
portfolio, and monitored on an ongoing basis. The Company manages its interest rate risk through an
asset liability management strategy that involves the selection of investments with appropriate
characteristics, such as duration, yield, currency and liquidity that are tailored to the
anticipated cash outflow characteristics of our liabilities and the anticipated interest rate
environment. The Company manages foreign currency risk by seeking to match the Companys
liabilities under insurance and reinsurance policies that are payable in foreign currencies with
assets including cash and investments that are denominated in such currencies. In order to limit
the Companys exposure to credit risk, the Companys investment policy is to invest primarily in
debt instruments of high credit quality issuers and to limit the amount of credit exposure with
respect to particular ratings
categories and any one issuer. The Company Investment Policy sets limits for individual
credit exposures based on credit rating.
The Company uses a number of capital-at-risk models, which include volatility-scenario based
measures and value-at-risk (VaR) and credit impairment calculations to evaluate its investment
portfolio risk. Volatility scenario-based measures are used in order to stress test the portfolio
for expected changes in specific market scenarios. VaR is a probabilistic method of measuring the
potential loss in portfolio value over a given time period and for a given distribution of
historical returns. Portfolio risk, as measured by VaR, is affected by four primary risk factors:
asset concentration, asset volatility, asset correlation and systematic risk. For a one year
period over 95% of the time, assuming the risks taken into account in the VaR model perform in
accordance with their historical tendencies, the investment portfolio loss for a year period was
expected to be less than or equal to 3.3% at December 31, 2010. The Company adjusts its scenarios
for a variety of extremes as well as expected outcomes. Management continuously evaluates the
applicability and relevance of the models used and makes adjustments as necessary to reflect actual
market conditions and performance over time.
Operational Risk Management
Operational risk represents the risk of loss as a result of inadequate or failed internal
processes, system failures, human error or external events. Operational risks include, for example,
employee or third party fraud, business interruptions, inaccurate processing of transactions,
information technology failures, the loss of key employees without appropriate successors, and
non-compliance with reporting obligations.
The Company seeks to mitigate operational risks through the application of strong process
controls throughout our business. Key process controls include underwriting authority letters,
underwriting referral protocols, claims procedures guidelines, financial reporting controls and
procedures, information technology procedures, the disaster recovery plan and the business
continuity plan. The Companys internal audit department and operational audit personnel rigorously
test the Companys various process controls on a regular basis.
The use by the Company of the services of unaffiliated third parties exposes the Company to
heightened operational risks, including the risk of information technology and physical security
breaches, fraud, non-compliance with laws and regulations or internal guidelines and inadequate
service. The Company mitigates the operational risk posed by the use of third party vendors by
verifying, among other items, a potential third party vendors financial stability, ability to
provide ongoing service, business continuity planning and its business reputation. The Company also
allocates appropriate resources to monitor any significant third party relationships.
Role of the Board of Directors in Risk Management
The Companys Board of Directors administers its risk oversight of the Company through
quarterly meetings of its Risk Committee with members of senior management, including
representatives from the Actuarial, Claims, Finance, Internal Audit, Investment, Legal and
Underwriting functions within the organization. The Risk Committees members review with senior
management the Companys enterprise risk management framework and related policies, processes and
procedures.
12
The Risk Committee members review with management the methods utilized by the Company to
identify and quantify risks associated with the Companys business and operations and the Companys
established risk tolerances and evaluate the Companys professional development plans for key risk
management functions. In particular, the Risk Committee members monitor the Companys key risks,
risk based capital position relative to internal standards and the requirements of the Companys
regulators and rating agencies and the Companys stressed liquidity position based upon a series of
adverse cash flow scenarios and periodically approves the level of risk assumed by the Company in
its underwriting, investment and operational activities.
Investments
We follow an investment strategy designed to preserve book value growth and generate
appropriate risk adjusted returns while providing sufficient liquidity to meet the needs of the
Company. The portfolio is designed to diversify risks, including interest rate, credit and
structure risks. Our investment portfolio is managed by our Chief Investment Officer and a team of
investment professionals. Our investment team is experienced in direct portfolio management, asset
allocation, managing external investment manager relationships, risk management and auditing and
accounting. Our investment team uses specialized analytical tools to evaluate risk and potential
investments to facilitate a risk managed, opportunity oriented approach to investing consistent
with the requirements of the
Companys investment policy. We utilize external portfolio managers to oversee most of the
day-to-day activities of our investment portfolio, and our investment professionals actively
monitor our investment managers performance within the established investment policy of the
Company. During 2009, we also began managing a portion of our investment portfolio internally.
Internally managed assets were 6.2% of total invested assets at December 31, 2010.
In assessing the quality and risk associated with our investment portfolio, we utilize a
number of capital-at-risk models, which include volatility-scenario based measures and
value-at-risk calculations, to manage our aggregate investment risk exposures. Our capital-at-risk
models also include the assessment of risk capital undertaken by Standard & Poors (S&P) and A.M.
Best Company (A.M. Best). Volatility scenario-based measures are used in order to stress test
the portfolio for expected changes in specific market scenarios. We adjust our scenarios for a
variety of extreme as well as expected outcomes. Management continuously evaluates the
applicability and relevance of the models used and makes adjustments as necessary to reflect actual
market conditions and performance over time. In addition, management and the Board of Directors
regularly reviews risk budget, investment allocations, risk exposures, expected returns and
expected return on capital.
Our Investment Policy establishes authority for our investment activities and specifies risk
tolerances and minimum criteria on the overall credit quality and liquidity characteristics of the
portfolio. This includes limitations on the size of certain holdings as well as restrictions on
purchasing certain types of securities or investing in certain industries. Our investment managers
may be instructed to invest some of the investment portfolio in currencies other than U.S. dollars
based upon the business we have written, the currency in which our loss reserves are denominated or
regulatory requirements.
Our Investment Policy incorporates a traditional policy limit approach to each type of risk,
thus setting a maximum amount of capital that may be exposed at any one time to particular types of
securities and investment vehicles. We develop and maintain an investment risk profile and risk
budget, which is reviewed by the Investment Committee of the Companys Board of Directors and
includes estimates of the maximum and expected levels of risk relative to the Companys
shareholders equity that will be taken over a specified period. In determining our investment
decisions, we consider the impact of various catastrophic events on our invested assets,
particularly those to which our insurance and reinsurance portfolio may also be exposed, in order
to protect our financial position. The investment risk profile is reviewed by the Investment
Committee and is revised quarterly based on market conditions and developing needs of the Company.
In addition, as part of our risk management processes, we maintain a watch list of securities that
management considers to be at risk due to industry and or company specific issues and or securities
potentially subject to future impairments. These securities are subjected to further internal
analysis to evaluate their underlying structures, credit characteristics and overall industry and
security specific fundamentals until they are sold, mature or it is deemed that further review is
no longer necessary.
For additional information on the Companys investment portfolio, please see Item 7,
Managements Discussion and Analysis of Financial Condition and Results of Operations
Investment Portfolio and Note 3 Investments in the Notes to the Consolidated Financial
Statements of the Company.
13
Ratings
Financial strength ratings have become an increasingly important factor in establishing the
competitive position of insurance and reinsurance companies. Endurance Holdings and certain of its
operating subsidiaries maintain a financial strength rating at Moodys of A2, with a stable
outlook, an A.M. Best rating of A (Excellent), with a stable outlook, and an S&P rating of A
(Strong) with a stable outlook. All three ratings agencies conducted reviews of Endurance Holdings
during 2010.
The objective of S&Ps, A.M. Bests and Moodys rating systems is to provide an opinion of an
insurers or reinsurers financial strength and ability to meet ongoing obligations to its
policyholders and debt holders. These ratings reflect S&Ps, A.M. Bests and Moodys opinions of
our capitalization, performance and management, and are not a recommendation to buy, sell or hold
the Companys securities.
S&P maintains a letter rating system ranging from AAA (Extremely Strong) to R (Under
Regulatory Supervision). Within these categories, AAA (Extremely Strong) is the highest,
followed by AA+, AA and AA- (Very Strong) and A+, A and A- (Strong). Publications of
S&P indicate that the A+, A and A- ratings are assigned to those companies that, in S&Ps
opinion, have demonstrated strong financial security characteristics, but are somewhat more likely
to be affected by adverse business conditions than are insurers with higher ratings. These ratings
may be changed, suspended, or withdrawn at the discretion of S&P. The rating A (Strong) by S&P is
the sixth highest of twenty-one rating levels.
A.M. Best maintains a letter scale rating system ranging from A++ (Superior) to F (In
Liquidation), and includes 16 separate ratings categories. Within these categories, A++
(Superior) and A+ (Superior) are the highest, followed by A (Excellent) and A- (Excellent).
Publications of A.M. Best indicate that the A and A- ratings are assigned to those companies
that, in A.M. Bests opinion, have demonstrated an excellent ability to meet their obligations to
policyholders. These ratings are subject to periodic review by, and may be revised at the sole
discretion of, A.M. Best. The rating A (Excellent) by A.M. Best is the third highest of 16
rating levels.
Moodys maintains a letter rating system ranging from Aaa to C. Within these categories,
Aaa is the highest, followed by Aa and A. Within each of these categories, ratings are
further broken down into Aa1, Aa2 and Aa3. Ratings may be changed, suspended, or withdrawn
at the discretion of Moodys. The rating A2 by Moodys is the sixth highest of twenty-one rating
levels.
Competition
The insurance and reinsurance industries are mature and highly competitive. Insurance and
reinsurance companies compete on the basis of many factors, including premium charges, general
reputation and perceived financial strength, the terms and conditions of the products offered,
ratings assigned by independent rating agencies, speed of claims payments, reputation and
experience in the particular risk to be underwritten, the jurisdictions where the reinsurer or
insurer is licensed or otherwise authorized, capacity and coverages offered and various other
factors. These factors operate at the individual market participant level and in the aggregate
across the insurance and reinsurance industry more generally. In addition, background economic
conditions and variations in the insurance and reinsurance buying practices of insureds and ceding
companies, by participant and in the aggregate, contribute to cyclical movements in rates, terms
and conditions and may impact industry aggregate financial results.
We compete in the Bermuda, U.S., London and international insurance and reinsurance markets
directly with numerous other parties, including established global insurance and reinsurance
companies, start-up insurance and reinsurance entities, as well as potential capital markets and
securitization structures aimed at managing catastrophe and other risks. Many of these entities
have significantly larger amounts of capital and more employees than we maintain and have
established long-term and continuing business relationships throughout the industry, which can be a
significant competitive advantage.
Employees
As of December 31, 2010, we had 820 full-time employees. We believe that our employee
relations are satisfactory. None of our employees are subject to collective bargaining agreements.
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
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|
ENDURANCE SPECIALTY HOLDINGS LTD.
|
|
Date: May 24, 2011 |
/s/ Michael J. McGuire
|
|
|
Name: |
Michael J. McGuire |
|
|
Title: |
Chief Financial Officer |
|
15
EXHIBIT INDEX
|
|
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|
|
Exhibit |
|
|
Number |
|
Description of Document |
|
31.1 |
|
|
Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Exchange Act. |
|
31.2 |
|
|
Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Exchange Act. |
|
32 |
|
|
Certifications Pursuant to 18 U.S.C Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
16