10-Q 1 c23683e10vq.htm FORM 10-Q Form 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
     
þ   Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the period ended September 30, 2011,
or
     
o   Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 1-31599
ENDURANCE SPECIALTY HOLDINGS LTD.
(Exact Name of Registrant as Specified in Its Charter)
     
Bermuda   98-0392908
(State or other jurisdiction   (I.R.S. Employer Identification No.)
of incorporation or organization)    
Wellesley House
90 Pitts Bay Road
Pembroke HM 08, Bermuda

(Address of principal executive offices,
including postal code)
Registrant’s Telephone Number, Including Area Code: (441) 278-0400
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 (Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
     
    Common Shares Outstanding
Description of Class   as of November 1, 2011
Ordinary Shares — $1.00 par value
  40,529,399
 
 

 

 


 

INDEX
         
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 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of United States dollars except share amounts)
                 
    SEPTEMBER 30,     DECEMBER 31,  
    2011     2010  
    (UNAUDITED)        
ASSETS
               
Investments
               
Fixed maturity investments, available for sale at fair value (amortized cost: $4,868,323 and $5,010,147 at September 30, 2011 and December 31, 2010, respectively)
  $ 4,998,142     $ 5,116,702  
Short-term investments, available for sale at fair value (amortized cost:  $323,189 and $70,455 at September 30, 2011 and December 31, 2010, respectively)
    323,119       70,444  
Equity securities, available for sale at fair value (cost: $51,185 and $8,000 at September 30, 2011 and December 31, 2010, respectively)
    49,323       13,565  
Other investments
    386,785       376,652  
 
           
Total investments
    5,757,369       5,577,363  
Cash and cash equivalents
    623,944       609,852  
Premiums receivable, net
    1,192,455       827,609  
Deferred acquisition costs
    203,455       154,484  
Securities lending collateral
          59,886  
Prepaid reinsurance premiums
    204,961       107,977  
Losses recoverable
    479,132       319,349  
Accrued investment income
    30,851       32,934  
Goodwill and intangible assets
    183,857       181,954  
Deferred tax asset
    40,253       33,684  
Net receivable on sales of investments
    37,947       602  
Other assets
    80,013       73,711  
 
           
Total assets
  $ 8,834,237     $ 7,979,405  
 
           
 
               
LIABILITIES
               
Reserve for losses and loss expenses
  $ 3,910,537     $ 3,319,927  
Reserve for unearned premiums
    1,299,864       842,154  
Deposit liabilities
    28,860       32,505  
Reinsurance balances payable
    244,769       228,860  
Securities lending payable
          59,886  
Debt
    528,664       528,411  
Net payable on purchases of investments
    56,496        
Other liabilities
    129,097       119,509  
 
           
Total liabilities
    6,198,287       5,131,252  
 
           
 
               
Commitments and contingent liabilities
               
 
               
SHAREHOLDERS’ EQUITY
               
Preferred shares
               
Series A, non-cumulative — Par value $1.00 — 8,000,000 issued and outstanding (2010 — 8,000,000); aggregate liquidation preference $200,000 (2010 — $200,000)
    8,000       8,000  
Series B, non-cumulative — Par value $1.00 — 9,200,000 issued and outstanding (2010 — Nil); aggregate liquidation preference $230,000 (2010 — Nil)
    9,200        
Common shares
               
Ordinary — $1.00 par value, 40,517,222 issued and outstanding (2010 — 47,218,468)
    40,517       47,218  
Additional paid-in capital
    512,323       613,915  
Accumulated other comprehensive income
    144,004       138,571  
Retained earnings
    1,921,906       2,040,449  
 
           
Total shareholders’ equity
    2,635,950       2,848,153  
 
           
Total liabilities and shareholders’ equity
  $ 8,834,237     $ 7,979,405  
 
           
See accompanying notes to unaudited condensed consolidated financial statements

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
AND COMPREHENSIVE (LOSS) INCOME
(In thousands of United States dollars, except share and per share amounts)
                                 
    THREE MONTHS ENDED     NINE MONTHS ENDED  
    SEPTEMBER 30,     SEPTEMBER 30,  
    2011     2010     2011     2010  
Revenues
                               
Gross premiums written
  $ 700,866     $ 555,574     $ 2,204,148     $ 1,864,011  
Ceded premiums written
    (149,539 )     (103,690 )     (412,191 )     (258,382 )
 
                       
Net premiums written
    551,327       451,884       1,791,957       1,605,629  
Change in unearned premiums
    10,166       17,909       (361,053 )     (314,252 )
 
                       
Net premiums earned
    561,493       469,793       1,430,904       1,291,377  
Net investment income
    14,100       53,654       106,443       143,484  
Net realized and unrealized gains
    1,033       8,973       26,340       15,174  
Total other-than-temporary impairment losses
    (168 )     (1,140 )     (1,908 )     (2,647 )
Portion of loss recognized in other comprehensive income
    (72 )     (240 )     (911 )     (586 )
 
                       
Net impairment losses recognized in (losses) earnings
    (240 )     (1,380 )     (2,819 )     (3,233 )
Other underwriting (loss) income
    (2,141 )     322       (2,122 )     (2,046 )
 
                       
Total revenues
    574,245       531,362       1,558,746       1,444,756  
 
                       
Expenses
                               
Net losses and loss expenses
    456,691       266,132       1,220,514       791,676  
Acquisition expenses
    72,249       67,443       205,754       198,095  
General and administrative expenses
    58,574       59,523       190,421       174,164  
Amortization of intangibles
    2,976       2,588       8,800       7,764  
Net foreign exchange gains
    (4,085 )     (12,565 )     (7,655 )     (6,465 )
Interest expense
    9,055       9,051       27,166       25,709  
 
                       
Total expenses
    595,460       392,172       1,645,000       1,190,943  
 
                       
(Loss) income before income taxes
    (21,215 )     139,190       (86,254 )     253,813  
Income tax benefit (expense)
    1,197       (62 )     19,896       (303 )
 
                       
Net (loss) income
    (20,018 )     139,128       (66,358 )     253,510  
Preferred dividends
    (8,188 )     (3,875 )     (15,938 )     (11,625 )
 
                       
Net (loss) income (attributable) available to common and participating common shareholders
  $ (28,206 )   $ 135,253     $ (82,296 )   $ 241,885  
 
                       
Comprehensive (loss) income
                               
Net (loss) income
  $ (20,018 )   $ 139,128     $ (66,358 )   $ 253,510  
Other comprehensive income
                               
Net unrealized holding gains on investments arising during the period (net of applicable deferred income taxes of ($6,856) and ($10,619) for the nine months ended September 30, 2011 and 2010, respectively)
    9,466       62,455       35,640       163,263  
Portion of other-than-temporary impairment losses recognized in other comprehensive (loss) income (net of applicable deferred taxes of $69 and Nil for the nine months ended September 30, 2011 and 2010, respectively)
    72       240       842       586  
Foreign currency translation adjustments
    (5,423 )     7,443       (1,956 )     (2,950 )
Reclassification adjustment for net realized gains included in net (loss) income
    (1,273 )     (7,593 )     (29,159 )     (11,941 )
Reclassification adjustment for net losses on derivative designated as cash flow hedge included in net (loss) income
    22       22       66       66  
 
                       
Other comprehensive income
    2,864       62,567       5,433       149,024  
 
                       
Comprehensive (loss) income
  $ (17,154 )   $ 201,695     $ (60,925 )   $ 402,534  
 
                       
Per share data
                               
Basic (losses) earnings per common share
  $ (0.71 )   $ 2.64     $ (2.07 )   $ 4.56  
 
                       
Diluted (losses) earnings per common share
  $ (0.71 )   $ 2.51     $ (2.07 )   $ 4.33  
 
                       
Dividend per common share
  $ 0.30     $ 0.25     $ 0.90     $ 0.75  
 
                       
See accompanying notes to unaudited condensed consolidated financial statements.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In thousands of United States dollars)
                 
    NINE MONTHS ENDED  
    SEPTEMBER 30,  
    2011     2010  
Preferred shares
               
Balance, beginning of period
  $ 8,000     $ 8,000  
Issuance of series B, non-cumulative preferred shares
    9,200        
 
           
Balance, end of period
    17,200       8,000  
 
           
 
               
Common shares
               
Balance, beginning of period
    47,218       55,116  
Issuance of common shares
    790       752  
Repurchase of common shares
    (7,491 )     (6,183 )
 
           
Balance, end of period
    40,517       49,685  
 
           
 
               
Additional paid-in capital
               
Balance, beginning of period
    613,915       929,577  
Issuance of common shares
    12,465       5,802  
Issuance of series B, non-cumulative preferred shares
    214,822        
Repurchase of common shares and share equivalents
    (333,313 )     (224,367 )
Issuance of restricted share units in lieu of dividends
          (53 )
Public offering and registration costs
    (656 )     63  
Settlement of equity awards
    (6,074 )     (5,179 )
Stock-based compensation expense
    11,164       9,991  
 
           
Balance, end of period
    512,323       715,834  
 
           
 
               
Accumulated other comprehensive income
               
Cumulative foreign currency translation adjustments:
               
Balance, beginning of period
    10,877       16,109  
Foreign currency translation adjustments
    (1,956 )     (2,950 )
 
           
Balance, end of period
    8,921       13,159  
 
           
Unrealized holding gains on investments, net of deferred taxes:
               
Balance, beginning of period
    129,814       38,247  
Net unrealized holding gains arising during the period, net of reclassification adjustment
    6,481       151,322  
Other-than-temporary impairment losses during the period
    842       586  
 
           
Balance, end of period
    137,137       190,155  
 
           
Accumulated derivative loss on cash flow hedging instruments:
               
Balance, beginning of period
    (2,120 )     (2,208 )
Net change from current period hedging transactions, net of reclassification adjustment
    66       66  
 
           
Balance, end of period
    (2,054 )     (2,142 )
 
           
Total accumulated other comprehensive income
    144,004       201,172  
 
           
 
               
Retained earnings
               
Balance, beginning of period
    2,040,449       1,742,442  
Net (loss) income
    (66,358 )     253,510  
Issuance of restricted share units in lieu of dividends
          53  
Dividends on preferred shares
    (15,938 )     (11,625 )
Dividends on common shares
    (36,247 )     (39,386 )
 
           
Balance, end of period
    1,921,906       1,944,994  
 
           
 
               
Total shareholders’ equity
  $ 2,635,950     $ 2,919,685  
 
           
See accompanying notes to unaudited condensed consolidated financial statements.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of United States dollars)
                 
    NINE MONTHS ENDED  
    SEPTEMBER 30,  
    2011     2010  
Cash flows provided by operating activities
               
Net (loss) income
  $ (66,358 )   $ 253,510  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
               
Amortization of net premium on investments
    12,470       5,860  
Amortization of other intangibles and depreciation
    17,095       15,513  
Net realized gains on investment sales
    (26,340 )     (15,174 )
Net impairment losses recognized in earnings
    2,819       3,233  
Deferred taxes
    (16,280 )     (22,412 )
Stock-based compensation expense
    11,164       9,991  
Equity in earnings of other investments
    7,583       (23,833 )
Premiums receivable, net
    (364,846 )     (474,341 )
Deferred acquisition costs
    (48,971 )     (45,215 )
Prepaid reinsurance premiums
    (96,984 )     (39,129 )
Losses recoverable
    (159,783 )     142,907  
Accrued investment income
    2,083       (1,948 )
Other assets
    (6,035 )     1,263  
Reserve for losses and loss expenses
    590,610       244,286  
Reserve for unearned premiums
    457,710       353,440  
Deposit liabilities
    (3,645 )     (5,686 )
Reinsurance balances payable
    15,377       (10,784 )
Other liabilities
    9,830       (901 )
 
           
Net cash provided by operating activities
    337,499       390,580  
 
           
Cash flows used in investing activities
               
Proceeds from sales of available for sale investments
    2,382,637       2,341,024  
Proceeds from maturities and calls on available for sale investments
    657,051       1,076,954  
Proceeds from the redemption of other investments
    13,877       14,758  
Purchases of available for sale investments
    (3,164,298 )     (3,546,955 )
Purchases of other investments
    (31,593 )     (202 )
Net settlements of other assets
    (448 )      
Purchases of fixed assets
    (7,920 )     (3,620 )
Change in securities lending collateral received
    59,886       (60,767 )
Net cash paid for subsidiary acquisition
    (3,173 )     (857 )
 
           
Net cash flows used in investing activities
    (93,981 )     (179,665 )
 
           
Cash flows used in financing activities
               
Issuance of common shares
    13,096       6,422  
Issuance of series B, non-cumulative preferred shares
    224,022        
Repurchase of common shares
    (344,272 )     (227,637 )
Change in securities lending payable
    (59,886 )     60,713  
Settlement of equity awards
    (6,074 )     (5,179 )
Offering and registration costs paid
    (586 )     (2,064 )
Proceeds from issuance of debt
    718       81,675  
Repayments of debt
    (597 )     (1,023 )
Dividends on preferred shares
    (15,938 )     (11,625 )
Dividends on common shares
    (36,247 )     (39,372 )
 
           
Net cash flows used in financing activities
    (225,764 )     (138,090 )
 
           
Effect of exchange rate changes on cash and cash equivalents
    (3,662 )     (1,542 )
 
           
Net increase in cash and cash equivalents
    14,092       71,283  
Cash and cash equivalents, beginning of period
    609,852       528,944  
 
           
Cash and cash equivalents, end of period
  $ 623,944     $ 600,227  
 
           
See accompanying notes to unaudited condensed consolidated financial statements.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
1.  
General
   
Endurance Specialty Holdings Ltd. (“Endurance Holdings”) was organized as a Bermuda holding company on June 27, 2002. Endurance Holdings writes specialty lines of insurance and reinsurance on a global basis through its wholly-owned operating subsidiaries:
         
Operating Subsidiaries   Domicile  
Endurance Specialty Insurance Ltd.
  Bermuda
Endurance Worldwide Insurance Limited
  England
Endurance Reinsurance Corporation of America
  Delaware
Endurance American Insurance Company
  Delaware
Endurance American Specialty Insurance Company
  Delaware
Endurance Risk Solutions Assurance Co.
  Delaware
American Agri-Business Insurance Company
  Texas
2.  
Summary of significant accounting policies
   
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results for the three and nine months ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The unaudited condensed consolidated financial statements include the accounts of Endurance Holdings and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Management is required to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying disclosures. Actual results could differ from those estimates. Among other matters, significant estimates and assumptions are used to record premiums written and ceded, fair value of investments, and to record reserves for losses and loss expenses and contingencies. Estimates and assumptions are periodically reviewed and the effects of revisions are recorded in the consolidated financial statements in the period that they are determined to be necessary.
   
The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2010 contained in Endurance Holdings’ Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2010 (the “2010 Annual Report on Form 10-K”).
   
Certain reclassifications have been made for 2010 to conform to the 2011 presentation and have no impact on net income previously reported.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
2.  
Summary of significant accounting policies, cont’d.
   
There were no material changes in the Company’s significant accounting and reporting policies subsequent to the 2010 Annual Report on Form 10-K with the exception of the additions to the Company’s accounting policies described below relating to the Company’s investment in equity securities and entry into derivative instruments commencing in the first quarter of 2011.
  (a)  
Equity Investments
 
     
The Company currently classifies its investments in equity securities as “available for sale” and accordingly, they are carried at estimated fair value, with related net unrealized gains or losses excluded from earnings and included in shareholders’ equity as a component of accumulated other comprehensive income. The Company determines the fair value of its available for sale securities in accordance with current accounting guidance, which defines fair value and establishes a fair value hierarchy based on inputs to the various valuation techniques used for each fair value measurement. The use of valuation techniques for any given investment requires a significant amount of judgment and consideration of factors specific to the underlying investment. Fair value measurements determined by the Company seek to maximize observable inputs and minimize the use of unobservable inputs.
 
     
The Company determines the estimated fair value of each individual security utilizing the highest level inputs available. Transfers between levels are assumed to occur at the end of each period.
 
     
For equity securities, the Company considers its ability and intent to hold an equity security in an unrealized loss position for a reasonable period of time to allow for a full recovery. When the Company determines that the decline in value of an equity security is other-than-temporary, the Company reduces the cost of the equity security to its fair value and recognizes the loss in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. The new cost basis is not changed for subsequent recoveries in fair value.
 
  (b)  
Derivatives
 
     
Current accounting guidance requires the recognition of all derivative financial instruments including embedded derivative instruments, as either assets or liabilities in the Consolidated Balance Sheets at fair value.
 
     
The Company may use various derivative instruments such as foreign exchange forward contracts, foreign currency option contracts, futures, options, interest rate swaps, total return swaps, swaptions, credit default swaps, foreign currency forward contracts and commodity futures and options to enhance the efficiency of the investment portfolio and economically hedge certain risks. These contracts do not qualify, and are not designated, as hedges. Thus, changes in fair value and any realized gains or losses are recognized in net realized and unrealized gains, net foreign exchange gains and other underwriting (loss) income in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. Margin balances required of counterparties are included in cash and cash equivalents. Where the Company has entered into master netting agreements with counterparties, or the Company has the legal and contractual right to offset positions, the derivative positions are generally netted by the counterparty and are reported accordingly in other assets and other liabilities.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
2.  
Summary of significant accounting policies, cont’d.
  (c)  
Recent accounting pronouncements
 
     
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-4”). ASU 2011-4 amends Accounting Standards Codification Topic 820, “Fair Value Measurement” (“ASC 820”) to change several requirements for measuring fair value and disclosing information about fair value measurements. Among the more significant changes, ASU 2011-4 amends ASC 820 to clarify certain existing fair value measurement and disclosure requirements as follows:
   
The “highest-and-best-use” and “valuation-premise” concepts only apply to measuring the fair value of nonfinancial assets. The previous guidance permitted the application of these concepts to financial assets and liabilities.
 
   
A reporting entity is required to measure the fair value of its own equity instruments from the perspective of a market participant that holds that instrument as an asset.
 
   
Reporting entities are required to disclose quantitative information about inputs used in estimating Level 3 fair value measurements.
     
ASU 2011-4 will be effective for the first quarter of 2012, with early adoption prohibited. The Company does not expect this standard to have a material impact on the Company’s consolidated financial statements.
     
In June 2011, the FASB issued ASU 2011-05 “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”). ASU 2011-05 eliminates the option in current GAAP to permit the presentation of other comprehensive income in the statement of changes in shareholders’ equity. The remaining two options are:
   
A single continuous statement of net income and comprehensive income; or
   
Two separate, but consecutive, statements of net income and other comprehensive income
     
ASU 2011-05 is effective for interim and annual reporting periods ending on or after December 15, 2011. Early adoption is permitted and full retrospective application is required. The Company does not expect this standard to have a material impact on the Company’s consolidated financial statements.
     
In September 2011, the FASB issued ASU 2011-08 “Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”). Under ASU 2011-08, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. In addition, an entity has the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test.
     
ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company does not expect this standard to have a material impact on the Company’s consolidated financial statements.

 

8


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments
   
Composition of Net Investment Income and Invested Assets
 
   
The components of net investment income for the three and nine months ended September 30, 2011 and 2010 are as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Available for sale investments
  $ 39,841     $ 43,124     $ 123,916     $ 130,451  
Other investments
    (22,522 )     13,815       (7,583 )     23,833  
Cash and cash equivalents
    205       157       639       349  
 
                       
 
  $ 17,524     $ 57,096     $ 116,972     $ 154,633  
Investment expenses
    (3,424 )     (3,442 )     (10,529 )     (11,149 )
 
                       
Net investment income
  $ 14,100     $ 53,654     $ 106,443     $ 143,484  
 
                       
   
The following table summarizes the composition of the investment portfolio by type at September 30, 2011 and December 31, 2010:
                                 
    September 30, 2011     December 31, 2010  
Type of Investment   Fair Value     Percentage     Fair Value     Percentage  
Fixed maturity securities
  $ 4,998,142       78.5 %   $ 5,116,702       82.7 %
Cash and cash equivalents(1)
    605,395       9.5 %     610,454       9.9 %
Other investments(2)
    386,785       6.1 %     376,652       6.1 %
Short term investments
    323,119       5.1 %     70,444       1.1 %
Equity securities
    49,323       0.8 %     13,565       0.2 %
 
                       
Total
  $ 6,362,764       100.0 %   $ 6,187,817       100.0 %
 
                       
     
(1)  
Includes net receivable on sales of investments and net payable on purchases of investments.
(2)  
Consists of investments in alternative funds and high yield loan funds.
   
The following table summarizes the composition of the fixed income investment portion of the portfolio, which includes fixed maturity securities and short term investments, by investment ratings assigned by rating agencies at September 30, 2011 and December 31, 2010. In some cases, where bonds are unrated, the rating of the issuer has been applied.
                                 
    September 30, 2011     December 31, 2010  
Ratings(1)   Fair Value     Percentage     Fair Value     Percentage  
U.S. government and agencies securities
  $ 1,235,350       23.2 %   $ 1,010,819       19.5 %
AAA / Aaa
    1,049,638       19.7 %     2,639,682       50.9 %
AA / Aa
    1,994,716       37.5 %     465,315       9.0 %
A / A
    786,973       14.8 %     793,980       15.3 %
BBB
    132,961       2.5 %     50,733       1.0 %
Below BBB
    118,942       2.2 %     221,848       4.2 %
Not rated
    2,681       0.1 %     4,769       0.1 %
 
                       
Total
  $ 5,321,261       100.0 %   $ 5,187,146       100.0 %
 
                       
     
(1)  
The credit rating for each asset reflected above was determined based on the rating assigned to the individual security by Standard & Poor’s. If a rating is not supplied by Standard & Poor’s, the equivalent rating supplied by either Moody’s Investor Service or Fitch Ratings is used.

 

9


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
   
Contractual maturities of the fixed income portfolio are shown below as of September 30, 2011 and December 31, 2010. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
                                 
    September 30, 2011     December 31, 2010  
    Amortized             Amortized        
    Cost     Fair Value     Cost     Fair Value  
Due within one year
  $ 660,817     $ 663,098     $ 390,886     $ 393,333  
Due after one year through five years
    1,905,068       1,948,058       2,240,820       2,279,581  
Due after five years through ten years
    599,007       619,401       404,322       413,462  
Due after ten years
    70,996       80,709       64,663       68,988  
Residential mortgage-backed securities
                               
Agency mortgage-backed securities
    950,027       987,145       855,637       883,948  
Non-agency mortgage-backed securities
    128,343       123,729       254,138       246,410  
Commercial mortgage-backed securities
                               
Agency mortgage-backed securities
    33,217       33,851       22,130       22,889  
Non-agency mortgage-backed securities
    520,886       541,128       578,951       604,820  
Asset-backed securities
    323,151       324,142       269,055       273,715  
 
                       
Total
  $ 5,191,512     $ 5,321,261     $ 5,080,602     $ 5,187,146  
 
                       
   
At September 30, 2011 and December 31, 2010, the Company held $24.0 million and $27.6 million of insurance enhanced bonds (asset-backed securities), respectively, representing 0.4% and 0.5% of the available for sale securities, respectively. At September 30, 2011, the overall credit quality of the insurance enhanced bond portfolio was an average rating of “Ba” from Moody’s and “AA” from Standard & Poor’s. The overall credit quality of the financial guarantors had an average rating of “Ca” by Moody’s and most were not rated by Standard & Poor’s.
   
In addition to the Company’s available for sale investments, the Company invests in (i) hedge funds and private equity funds that generally invest in senior secured bank debt, high yield securities, distressed debt, distressed real estate, derivatives and equity long/short strategies (“alternative funds”) and (ii) high yield loan funds. The Company’s alternative funds and high yield loan funds are recorded on the Company’s balance sheet as “Other Investments.” At September 30, 2011 and December 31, 2010, the Company had invested, net of capital returned, a total of $297.4 million and $279.6 million, respectively, in Other Investments. At September 30, 2011 and December 31, 2010, the carrying value of Other Investments was $386.8 million and $376.7 million, respectively. Certain of Other Investments are subject to redemption restriction provisions (see Note 9).

 

10


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
 
   
Net Realized and Unrealized Investment Gains
   
Realized and unrealized investment gains and losses are recognized in earnings using the first in and first out method. The analysis of net realized and unrealized investment gains for the three and nine months ended September 30, 2011 and 2010 are as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Gross realized gains on investment sales
  $ 6,904     $ 9,488     $ 40,563     $ 23,655  
Gross realized losses on investment sales
    (5,735 )     (515 )     (13,928 )     (8,481 )
Change in fair value of derivative financial instruments(1)
    (136 )           (295 )      
 
                       
Net realized and unrealized investment gains
  $ 1,033     $ 8,973     $ 26,340     $ 15,174  
 
                       
     
(1)  
See Note 6
   
Unrealized Gains and Losses and Other-than-temporary Impairments
   
The amortized cost, fair value and related gross unrealized gains and losses and non-credit other-than-temporary impairment (“OTTI”) losses on the Company’s securities classified as available for sale at September 30, 2011 and December 31, 2010 are as follows:
                                         
            Gross     Gross                
    Amortized     Unrealized     Unrealized             Non-Credit  
    Cost     Gains     Losses     Fair Value     OTTI (2)  
September 30, 2011
                                       
U.S. government and agencies securities
  $ 1,185,145     $ 50,557     $ (352 )   $ 1,235,350     $  
U.S. state and municipal securities
    53,790       1,372       (61 )     55,101        
Foreign government securities
    75,909       2,241       (205 )     77,945        
Government guaranteed corporate securities
    396,479       4,074       (107 )     400,446        
Corporate securities
    1,201,376       31,239       (13,310 )     1,219,305        
Residential mortgage-backed securities
                                       
Agency mortgage-backed securities
    950,027       37,360       (242 )     987,145        
Non-agency mortgage-backed securities
    128,343       1,398       (6,012 )     123,729       (8,472 )
Commercial mortgage-backed securities
                                       
Agency mortgage-backed securities
    33,217       634             33,851        
Non-agency mortgage-backed securities(1)
    520,886       24,219       (3,977 )     541,128       (83 )
Asset-backed securities
    323,151       2,979       (1,988 )     324,142        
 
                             
Total fixed maturity investments
  $ 4,868,323     $ 156,073     $ (26,254 )   $ 4,998,142     $ (8,555 )
Short term investments
    323,189       9       (79 )     323,119        
 
                             
Total fixed income investments
  $ 5,191,512     $ 156,082     $ (26,333 )   $ 5,321,261     $ (8,555 )
 
                             
Equity securities
  $ 51,185     $ 1,913     $ (3,775 )   $ 49,323     $  
 
                             
     
(1)  
Balances include amounts related to collateralized debt obligations held with total fair values of $24.7 million.
 
(2)  
Represents total OTTI recognized in accumulated other comprehensive income. It does not include the change in fair value subsequent to the impairment measurement date. At September 30, 2011, the gross unrealized loss related to fixed income investments for which a non-credit OTTI was recognized in accumulated other comprehensive income was $0.7 million.

 

11


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
                                         
            Gross     Gross                
    Amortized     Unrealized     Unrealized             Non-Credit  
    Cost     Gains     Losses     Fair Value     OTTI (2)  
December 31, 2010
                                       
U.S. government and agencies securities
  $ 993,667     $ 23,576     $ (6,424 )   $ 1,010,819     $  
U.S. state and municipal securities
    29,472       745       (238 )     29,979        
Foreign government securities
    138,157       2,557       (253 )     140,461        
Government guaranteed corporate securities
    663,709       7,806       (365 )     671,150        
Corporate securities
    1,205,231       31,174       (3,894 )     1,232,511        
Residential mortgage-backed securities
                                       
Agency mortgage-backed securities
    855,637       30,946       (2,635 )     883,948        
Non-agency mortgage-backed securities
    254,138       4,457       (12,185 )     246,410       (29,495 )
Commercial mortgage-backed securities
                                       
Agency mortgage-backed securities
    22,130       761       (2 )     22,889        
Non-agency mortgage-backed securities(1)
    578,951       28,673       (2,804 )     604,820       (109 )
Asset-backed securities
    269,055       6,168       (1,508 )     273,715        
 
                             
Total fixed maturity investments
  $ 5,010,147     $ 136,863     $ (30,308 )   $ 5,116,702     $ (29,604 )
Short term investments
    70,455       3       (14 )     70,444        
 
                             
Total fixed income investments
  $ 5,080,602     $ 136,866     $ (30,322 )   $ 5,187,146     $ (29,604 )
 
                             
Equity securities
  $ 8,000     $ 5,583     $ (18 )   $ 13,565     $  
 
                             
     
(1)  
Balances include amounts related to collateralized debt obligations held with total fair values of $13.1 million.
 
(2)  
Represents total OTTI recognized in accumulated other comprehensive income. It does not include the change in fair value subsequent to the impairment measurement date. At December 31, 2010, the gross unrealized loss related to fixed income investments for which a non-credit OTTI was recognized in accumulated other comprehensive income was $6.2 million.

 

12


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
   
The following tables summarize, for all available for sale securities in an unrealized loss position at September 30, 2011 and December 31, 2010, the aggregate fair value and gross unrealized loss by length of time the security has continuously been in an unrealized loss position.
                                                 
    Less than 12 months     12 months or greater     Total  
    Unrealized     Fair     Unrealized     Fair     Unrealized     Fair  
    Losses(1)     Value     Losses(1)     Value     Losses(1)     Value  
September 30, 2011
                                               
U.S. government and agencies securities
  $ (352 )   $ 115,911     $     $     $ (352 )   $ 115,911  
U.S. state and municipal securities
    (61 )     16,963                   (61 )     16,963  
Foreign government securities
    (197 )     17,641       (8 )     4,665       (205 )     22,306  
Government guaranteed corporate securities
    (11 )     22,502       (96 )     56,471       (107 )     78,973  
Corporate securities
    (13,185 )     298,002       (125 )     1,680       (13,310 )     299,682  
Residential mortgage-backed securities
                                               
Agency mortgage-backed securities
    (242 )     56,461                   (242 )     56,461  
Non-agency mortgage-backed securities
    (511 )     22,663       (5,501 )     64,914       (6,012 )     87,577  
Commercial mortgage-backed securities
                                               
Agency mortgage-backed securities
                                   
Non-agency mortgage-backed securities
    (3,057 )     108,055       (920 )     7,865       (3,977 )     115,920  
Asset-backed securities
    (1,478 )     157,343       (510 )     9,541       (1,988 )     166,884  
 
                                   
Total fixed maturity investments
  $ (19,094 )   $ 815,541     $ (7,160 )   $ 145,136     $ (26,254 )   $ 960,677  
Short term investments
    (79 )     184,442                   (79 )     184,442  
 
                                   
Total fixed income investments
  $ (19,173 )   $ 999,983     $ (7,160 )   $ 145,136     $ (26,333 )   $ 1,145,119  
 
                                   
 
                                               
Equity securities
  $ (3,775 )   $ 43,312     $     $     $ (3,775 )   $ 43,312  
 
                                   
     
(1)  
Gross unrealized losses include unrealized losses on non-OTTI and non-credit OTTI securities recognized in accumulated other comprehensive income at September 30, 2011.
   
As of September 30, 2011, 666 available for sale securities were in an unrealized loss position. Of those, 89 securities had been in a continuous unrealized loss position for twelve months or greater.

 

13


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
                                                 
    Less than 12 months     12 months or greater     Total  
    Unrealized     Fair     Unrealized     Fair     Unrealized     Fair  
    Losses(1)     Value     Losses(1)     Value     Losses(1)     Value  
December 31, 2010
                                               
U.S. government and agencies securities
  $ (6,424 )   $ 368,452     $     $     $ (6,424 )   $ 368,452  
U.S. state and municipal securities
    (238 )     9,301                   (238 )     9,301  
Foreign government securities
    (253 )     22,585                   (253 )     22,585  
Government guaranteed corporate securities
    (356 )     131,980       (9 )     4,714       (365 )     136,694  
Corporate securities
    (3,556 )     243,307       (338 )     5,429       (3,894 )     248,736  
Residential mortgage-backed securities
                                               
Agency mortgage-backed securities
    (2,635 )     160,532                   (2,635 )     160,532  
Non-agency mortgage-backed securities
    (473 )     26,205       (11,712 )     172,665       (12,185 )     198,870  
Commercial mortgage-backed securities
                                               
Agency mortgage-backed securities
    (2 )     455                   (2 )     455  
Non-agency mortgage-backed securities
    (1,227 )     75,626       (1,577 )     10,590       (2,804 )     86,216  
Asset-backed securities
    (555 )     70,218       (953 )     13,218       (1,508 )     83,436  
 
                                   
Total fixed maturity investments
  $ (15,719 )   $ 1,108,661     $ (14,589 )   $ 206,616     $ (30,308 )   $ 1,315,277  
Short term investments
    (14 )     30,178                   (14 )     30,178  
 
                                   
Total fixed income investments
  $ (15,733 )   $ 1,138,839     $ (14,589 )   $ 206,616     $ (30,322 )   $ 1,345,455  
 
                                   
 
                                               
Equity securities
  $ (18 )   $ 640     $     $     $ (18 )   $ 640  
 
                                   
     
(1)  
Gross unrealized losses include unrealized losses on non-OTTI and OTTI securities recognized in accumulated other comprehensive income at December 31, 2010.
   
As of December 31, 2010, 376 available for sale securities were in an unrealized loss position. Of those, 112 securities had been in a continuous unrealized loss position for twelve months or greater.
   
The analysis of OTTI for the three and nine months ended September 30, 2011 and 2010 are as follows:
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Total other-than-temporary impairment losses
  $ (168 )   $ (1,140 )   $ (1,908 )   $ (2,647 )
Portion of loss recognized in other comprehensive income (loss)
    (72 )     (240 )     (911 )     (586 )
 
                       
Net impairment losses recognized in (losses) earnings
  $ (240 )   $ (1,380 )   $ (2,819 )   $ (3,233 )
 
                       

 

14


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
   
Of the $0.2 million (2010: $1.4 million) of OTTI losses recognized by the Company in the third quarter of 2011, the majority of it related to reductions in expected recovery values on mortgage-backed securities during the period, along with certain credit related downgrades in corporate securities. At September 30, 2011, the Company did not have the intent to sell securities in an unrealized loss position and determined that it was unlikely that the Company would be required to sell securities in an unrealized loss position.
   
The following table provides a roll-forward of the amount related to credit losses for the Company’s fixed income investments recognized in (losses) earnings for which a portion of an OTTI loss was recognized in accumulated other comprehensive income for the three and nine months ended September 30, 2011:
                                 
    Three months ended     Nine months ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Beginning balance
  $ (10,138 )   $ (13,427 )   $ (10,214 )   $ (13,122 )
Addition for the amount related to the credit loss for which an other-than-temporary impairment was not previously recognized
                (12 )      
Addition for the amount related to the credit loss for which an other-than-temporary impairment was previously recognized
    (72 )     (240 )     (1,161 )     (586 )
Reductions for increases in cash flows expected to be collected that are recognized over the remaining life of the security
                       
Reductions for securities sold during the period
    7,905       64       9,082       105  
 
                       
Ending balance
  $ (2,305 )   $ (13,603 )   $ (2,305 )   $ (13,603 )
 
                       
   
Securities Lending
   
The Company participated in a securities lending program until July 2011. Under this program fixed maturity investments were loaned by the Company to third parties, primarily major brokerage firms and commercial banks. The borrowers of the Company’s securities provided the Company with collateral, typically cash, which the Company separately maintained. The Company typically invested such collateral in overnight repurchase agreements. Securities with an estimated fair value of $58.7 million were on loan under the program at December 31, 2010. The Company was liable for collateral under the Company’s control of $59.9 million at December 31, 2010. As of December 31, 2010, the fair value of the investments purchased with the cash collateral received from the borrower was $59.9 million. All securities on loan were issued on a term or overnight basis and were subject to daily recall at the Company’s discretion. Upon the termination of the securities lending program, the Company recalled all securities on loan and refunded all collateral previously held as part of the program.

 

15


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
3.  
Investments, cont’d.
   
Variable Interest Entities
   
Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristics of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.
   
The Company is involved in the normal course of business with VIEs primarily as a passive investor in residential and commercial mortgage-backed securities and through its interests in other investments in alternative and high yield loan funds that are structured as limited partnerships considered to be third party VIEs. The Company determined that it was not the primary beneficiary for any of these investments as of September 30, 2011. The Company believes its exposure to loss with respect to these investments is generally limited to the investment carrying amounts reported in the Company’s consolidated balance sheet and any unfunded investment commitments.
4.  
Fair value measurement
   
The Company determines the fair value of its fixed income investments and equity securities in accordance with current accounting guidance, which defines fair value and establishes a fair value hierarchy based on inputs to the various valuation techniques used for each fair value measurement. The Company determines the estimated fair value of each individual security utilizing the highest level inputs available. Valuation inputs by security type may include the following:
   
Government and agencies securities — These securities are generally priced by pricing services or index providers. The pricing services or index providers may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the pricing service typically uses analytical models which may incorporate option adjusted spreads, daily interest rate data and market/sector news. The Company generally classifies the fair values of government and agencies securities in Level 2. Current issue U.S. government securities are generally valued based on Level 1 inputs, which use the market approach valuation technique.
   
Government guaranteed corporate securities — These securities are generally priced by pricing services or index providers. The pricing service or index providers may use current market trades for securities with similar quality, maturity and coupon. If no such trades are available, the pricing service typically uses analytical spread models which may incorporate inputs from the U.S treasury curve or LIBOR. The Company generally classifies the fair values of its government guaranteed corporate securities in Level 2.
   
Corporate securities — These securities are generally priced by pricing services or index providers. The pricing services or index providers typically use discounted cash flow models that incorporate benchmark curves for treasury, swap and high issuance credits. Credit spreads are developed from current market observations for like or similar securities. The Company generally classifies the fair values of its corporate securities in Level 2.

 

16


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4.  
Fair value measurement, cont’d.
   
Preferred equity securities — These securities are generally priced by pricing services or index providers. The pricing services or index providers typically use discounted cash flow models that incorporate benchmark curves for treasury, swap and high issuance credits. Credit spreads are developed from current market observations for like or similar securities. The Company generally classifies the fair values of its preferred equity securities in Level 2.
 
   
Common equity securities — The Company primarily invests in equity securities through the investment in exchange traded funds. These funds and underlying securities are generally priced by pricing services based on quoted market prices in active markets. The Company generally classifies the fair values of its common equity securities in Level 1.
 
   
Derivative instruments — These instruments are generally priced by pricing services, broker/dealers and/or recent trading activity. The market value approach valuation technique is used to estimate the fair value for these derivatives based on significant observable market inputs. Certain derivative instruments are priced by pricing services based on quoted market prices in active markets. These derivative instruments are generally classified in Level 1. Other derivative instruments are priced using industry valuation models and are considered Level 2, as the inputs to the valuation model are based on observable market inputs.
 
   
Structured securities including agency and non-agency, residential and commercial, mortgage and asset-backed securities — These securities are generally priced by broker/dealers. Broker/dealers may use current market trades for securities with similar qualities. If no such trades are available, inputs such as bid and offer, prepayment speeds, the U.S. treasury curve, swap curve and cash settlement may be used in a discounted cash flow model to determine the fair value of a security. The Company generally classifies the fair values of its structured securities in Level 2.
   
Transfers between levels are assumed to occur at the end of each period.

 

17


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4.  
Fair value measurement, cont’d.
   
The following tables set forth the Company’s available for sale investments and derivative instruments categorized by the level within the hierarchy in which the fair value measurements fall, on a recurring basis at September 30, 2011 and December 31, 2010:
                                 
    Fair Value Measurements at September 30, 2011  
            Quoted              
            Prices in              
            Active              
            Markets     Significant        
            for     Other     Significant  
    Total at     Identical     Observable     Unobservable  
    September 30,     Assets     Inputs     Inputs  
    2011     (Level 1)     (Level 2)     (Level 3)  
Assets
                               
U.S. government and agencies securities
  $ 1,235,350     $ 67,818     $ 1,167,532     $  
U.S. state and municipal securities
    55,101             55,101        
Foreign government securities
    77,945             77,945        
Government guaranteed corporate securities
    400,446             400,446        
Corporate securities
    1,219,305             1,219,096       209  
Residential mortgage-backed securities
                               
Agency mortgage-backed securities
    987,145             987,145        
Non-agency mortgage-backed securities
    123,729             123,195       534  
Commercial mortgage-backed securities
                               
Agency mortgage-backed securities
    33,851             33,851        
Non-agency mortgage-backed securities
    541,128             533,354       7,774  
Asset-backed securities
    324,142             324,142        
 
                       
Total fixed maturity investments
  $ 4,998,142     $ 67,818     $ 4,921,807     $ 8,517  
Short term investments
    323,119             323,119        
Equity securities
    49,323       40,272       9,051        
Other assets (see Note 6)
    1,033             1,033        
 
                       
Total assets
  $ 5,371,617     $ 108,090     $ 5,255,010     $ 8,517  
 
                       
Liabilities
                               
Other liabilities (see Note 6)
  $ (550 )   $     $ (550 )   $  
 
                       
During the nine months ended September 30, 2011, certain corporate and commercial mortgaged-backed securities were acquired and classified as Level 3 securities. The Company used pricing models with significant unobservable inputs in order to determine the fair value of these securities.
During the nine months ended September 30, 2011, certain of the Company’s fixed maturity investments were transferred from Level 2 to Level 3. The reclassifications were largely related to high yield commercial mortgage-backed and collateralized debt obligation securities where market activity had decreased. During the quarter ended September 30, 2011, the market activity for many of these high yield commercial mortgage-backed securities and collateralized debt obligations had recovered and therefore observable inputs were available at September 30, 2011. As such, the Company transferred these securities from Level 3 to Level 2 during the quarter.

 

18


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4.  
Fair value measurement, cont’d.
   
During the nine months ended September 30, 2011, fixed maturity and short-term investments were transferred out of Level 1 to Level 2 as they no longer qualified as on-the-run U.S. treasury securities. During the nine months ended September 30, 2011, the Company purchased exchange traded funds, comprised of equity securities, which are classified as Level 1 securities.
   
During the three months ended September 30, 2011, certain corporate and commercial mortgaged-backed securities previously classified as Level 3 securities were sold.
                                 
    Fair Value Measurements at December 31, 2010  
            Quoted              
            Prices in              
            Active     Significant        
            Markets for     Other     Significant  
    Total at     Identical     Observable     Unobservable  
    December 31,     Assets     Inputs     Inputs  
    2010     (Level 1)     (Level 2)     (Level 3)  
Assets
                               
U.S. government and agencies securities
  $ 1,010,819     $ 38,275     $ 972,544     $  
U.S. state and municipal securities
    29,979             29,979        
Foreign government securities
    140,461             140,461        
Government guaranteed corporate securities
    671,150             671,150        
Corporate securities
    1,232,511             1,232,511        
Residential mortgage-backed securities
                               
Agency mortgage-backed securities
    883,948             883,948        
Non-agency mortgage-backed securities
    246,410             245,325       1,085  
Commercial mortgage-backed securities
                               
Agency mortgage-backed securities
    22,889             22,889        
Non-agency mortgage-backed securities
    604,820             597,512       7,308  
Asset-backed securities
    273,715             272,469       1,246  
 
                       
Total fixed maturity investments
  $ 5,116,702     $ 38,275     $ 5,068,788     $ 9,639  
Short term investments
    70,444             70,444        
Equity securities
    13,565             13,565        
Other assets
                       
 
                       
Total assets
  $ 5,200,711     $ 38,275     $ 5,152,797     $ 9,639  
 
                       
Liabilities
                               
Other liabilities
  $     $     $     $  
 
                       

 

19


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4.   Fair value measurement, cont’d.
Level 3 securities are primarily comprised of corporate debt securities, non-agency commercial mortgage-backed securities, collateralized debt obligations and non-agency residential mortgage-backed securities. Level 3 assets represented less than 0.16% and 0.19% of the Company’s total available for sale assets at September 30, 2011 and December 31, 2010, respectively. Net impairment losses recognized in earnings included losses on Level 3 securities for the three and nine months ended September 30, 2011 in the amount of $25,000 and $0.2 million, respectively ($0.3 million and $1.1 million for the three and nine months ended September 30, 2010, respectively), representing realized losses due to OTTI.
There were no material changes in the Company’s valuation techniques for the nine months ended September 30, 2011.
The following tables present the securities lending collateral reinvested by the Company in connection with its securities lending program, categorized by the level within the hierarchy in which the fair value measurements fall, on a recurring basis at September 30, 2011 and December 31, 2010, respectively:
                                 
            Fair Value Measurements at September 30, 2011  
            Quoted Prices     Significant        
            in Active     Other     Significant  
    Total at     Markets for     Observable     Unobservable  
    September 30,     Identical Assets     Inputs     Inputs  
    2011     (Level 1)     (Level 2)     (Level 3)  
Securities lending collateral
  $     $     $     $  
 
                       
                                 
            Fair Value Measurements at December 31, 2010  
            Quoted Prices     Significant        
            in Active     Other     Significant  
    Total at     Markets for     Observable     Unobservable  
    December 31,     Identical Assets     Inputs     Inputs  
    2010     (Level 1)     (Level 2)     (Level 3)  
Securities lending collateral
  $ 59,886     $     $ 59,886     $  
 
                       

 

20


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
4.   Fair value measurement, cont’d.
The following tables present a reconciliation of the beginning and ending balances for all available for sale investments measured at fair value on a recurring basis using Level 3 inputs during the three and nine months ended September 30, 2011 and 2010, respectively:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Level 3, beginning of period
  $ 28,466     $ 15,485     $ 9,639     $ 5,554  
Total net realized gains included in earnings
    22       82       33       91  
Total net realized and unrealized losses included in earnings
    (25 )     (366 )     (495 )     (1,237 )
Change in unrealized gains included in other comprehensive income
    571       1,512       2,067       3,581  
Change in unrealized losses included in other comprehensive income
    (2,036 )     (326 )     (2,207 )     (663 )
Purchases
          17             2,848  
Sales
    (1,165 )     (3,110 )     (3,105 )     (3,278 )
Transfers in to Level 3
    266       209       36,931       11,768  
Transfers out of Level 3
    (17,582 )     (8,832 )     (34,346 )     (13,993 )
 
                       
Level 3, end of period
  $ 8,517     $ 4,671     $ 8,517     $ 4,671  
 
                       
At September 30, 2011 and December 31, 2010, the carrying value of the Company’s other investments was $386.8 million and $376.7 million, respectively, which approximates fair value.
At September 30, 2011 and December 31, 2010, the carrying value of the Company’s senior notes was $528.5 million and $528.3 million, respectively, and the fair value was $561.3 million and $536.9 million, respectively.
5.   Earnings per share
The two-class method utilized by the Company is an earnings allocation formula that determines (losses) earnings per share for the holders of Endurance Holdings’ ordinary and class A shares (also referred to as “common shares”) and participating common shares, which includes unvested restricted shares which receive cash dividends, according to dividends declared and participation rights in undistributed earnings. Net (loss) income (attributable) available to common and participating common shareholders is reduced by the amount of dividends declared in the current period and by the contractual amount of dividends that must be paid for the current period related to the Company’s common and participating common shares. Any remaining undistributed earnings are allocated to the common and participating common shareholders to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. In periods of loss, no losses are allocated to participating common shareholders. Instead, all such losses are allocated solely to the common shareholders.
Basic (losses) earnings per common share are calculated by dividing net (loss) income (attributable) available to common shareholders by the weighted average number of common shares outstanding. The weighted average number of common shares excludes any dilutive effect of outstanding warrants, options and convertible securities such as unvested restricted shares.

 

21


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
5.   Earnings per share, cont’d.
Diluted (losses) earnings per common share are based on the weighted average number of common shares and assumes the exercise of all dilutive stock warrants and options and the vesting or conversion of all convertible securities such as unvested restricted shares using the two-class method described above.
The following table sets forth the computation of basic and diluted (losses) earnings per share for the three and nine months ended September 30, 2011 and 2010:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Numerator:
                               
Net (loss) income (attributable) available to common and participating common shareholders
  $ (28,206 )   $ 135,253     $ (82,296 )   $ 241,885  
Less amount allocated to participating common shareholders(1)
    (224 )     (2,468 )     (740 )     (4,565 )
 
                       
 
                               
Net (loss) income (attributed) allocated to common shareholders
  $ (28,430 )   $ 132,785     $ (83,036 )   $ 237,320  
 
                       
Denominator:
                               
Weighted average shares — basic
                               
Outstanding
    39,764,756       50,295,575       40,071,340       52,057,963  
Vested restricted share units
                      2,661  
 
                       
Weighted average shares — basic
    39,764,756       50,295,575       40,071,340       52,060,624  
 
                       
 
                               
Share equivalents:
                               
Warrants
          1,954,566             1,945,705  
Options
          739,109             835,089  
Restricted share units
          7,869             9,831  
 
                       
Weighted average shares — diluted
    39,764,756       52,997,119       40,071,340       54,851,249  
 
                       
 
                               
Basic (losses) earnings per common share
  $ (0.71 )   $ 2.64     $ (2.07 )   $ 4.56  
 
                       
Diluted (losses) earnings per common share
  $ (0.71 )   $ 2.51     $ (2.07 )   $ 4.33  
 
                       
     
(1)   Represents earnings attributable to holders of unvested restricted shares issued under the Company’s equity compensation plans that are considered participating. In periods of loss, no losses are allocated to participating common shareholders (unvested restricted shares).

 

22


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
5.   Earnings per share cont’d.
Endurance Holdings declared a dividend of $0.484375 per Series A preferred share and $0.46875 per Series B preferred share on August 3, 2011 (2010 — Series A: $0.484375, Series B: Nil). The Series A and Series B preferred share dividends were paid on September 15, 2011 to shareholders of record on September 1, 2011. Endurance Holdings also declared a dividend of $0.30 per common share on August 3, 2011 (2010 — $0.25). The dividend was paid on September 30, 2011 to shareholders of record on September 16, 2011.
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2011     2010     2011     2010  
Dividends declared per Series A preferred share
  $ 0.484375     $ 0.484375     $ 1.453125     $ 1.453125  
 
                       
Dividends declared per Series B preferred share
    0.468750             0.468750        
 
                       
Dividends declared per common share
  $ 0.30     $ 0.25     $ 0.90     $ 0.75  
 
                       
6.   Derivatives
The Company’s derivative instruments are recorded in the Consolidated Balance Sheet at fair value, with changes in fair value and gains and losses recognized in net realized and unrealized investment gains, net foreign exchange gains and other underwriting (loss) income in the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. The majority of the Company’s derivatives are not designated as hedges under current accounting guidance. The Company may enter derivative transactions directly or as part of strategies employed by its external investment managers. The Company’s objectives for holding these derivatives are as follows:
Interest Rate Futures, Swaps, Swaptions and Options
The Company may use interest rate futures, swaps, swaptions and options within its portfolio of fixed maturity investments to manage its exposure to interest rate risk, which can include increasing or decreasing its exposure to this risk through modification of the portfolio composition and duration.
Foreign Exchange Forwards, Futures and Options
The Company may utilize foreign exchange forward contracts and options as part of its overall currency risk management and investment strategies.
Credit Default Swaps
The Company may purchase protection through credit default swaps to mitigate the risk associated with its underwriting operations, most notably in the credit/surety line, and to manage market exposures.
The Company may assume or economically hedge credit risk through credit default swaps to replicate or hedge investment positions. The original term of these credit default swaps is generally five years or less.
Commodity Futures and Options
The Company may utilize commodity futures and options to economically hedge certain underwriting risks.

 

23


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
6.   Derivatives, cont’d.
The fair values and the related notional values of derivatives included in the Company’s Consolidated Balance Sheet at September 30, 2011 are noted below. The Company first entered into these derivatives in the first quarter of 2011.
                 
    September 30, 2011  
            Notional  
    Fair     Principal  
    Value     Amount  
Foreign exchange forward contracts
  $ 347     $ 8,674  
Interest rate swaps
    193       3,000  
Commodity put options
    493       799,043  
 
           
Total recorded in other assets
  $ 1,033     $ 810,717  
 
           
 
               
Foreign exchange forward contracts
  $ 298     $ 3,454  
Interest rate swaps
    122       2,000  
Credit default swaps
    122       1,850  
Interest rate futures
    8       200,000  
 
           
Total recorded in other liabilities
  $ 550     $ 207,304  
 
           
 
               
Net derivative asset
  $ 483     $ 1,018,021  
 
           
The fair values of all derivatives at September 30, 2011 were recorded in other assets or other liabilities in the Company’s Consolidated Balance Sheet. None of the above derivatives have been designated as hedges under current accounting guidance.
The gains and losses on the Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for derivatives for the three and nine months ended September 30, 2011 were as follows:
                 
    Three Months     Nine Months  
    Ended     Ended  
    September 30,     September 30,  
    2011     2011  
Total included in net foreign exchange gains from foreign exchange forward contracts
  $ 204     $ (162 )
 
           
 
               
Futures contracts
  $ 572     $ 822  
Credit default swaps
    (106 )     (100 )
Interest rate swaps
    (620 )     (1,054 )
Interest rate swaptions
    18       37  
 
           
Total included in net realized and unrealized investment gains
  $ (136 )   $ (295 )
 
           
 
               
Total included in other underwriting (loss) income from commodity put options
  $ (2,875 )   $ (2,875 )
 
           
 
               
Total losses from derivatives
  $ (2,807 )   $ (3,332 )
 
           

 

24


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
7.   Stock-based employee compensation and other stock plans
The Company has a stock-based employee compensation plan, which provides the Company with the ability to grant options to purchase the Company’s ordinary shares, share appreciation rights, restricted shares, share bonuses and other equity incentive awards to key employees.
No options were granted, expired or vested during the quarters ended September 30, 2011 and 2010. The total intrinsic value of options exercised during the quarter ended September 30, 2011 was $32,000 (2010 — $25,000). The Company received proceeds of $39,000 (2010 — $72,000) from the exercise of options during the quarter ended September 30, 2011. The Company issued new ordinary shares in connection with the exercise of the above options. There were no unrecognized stock-based compensation expenses related to unvested stock options at September 30, 2011 and 2010.
No options were granted, expired or vested during the nine months ended September 30, 2011 and 2010. The total intrinsic value of options exercised during the nine months ended September 30, 2011 was $21.6 million (2010 — $9.3 million). The Company received proceeds of $12.2 million (2010 — $5.8 million) from the exercise of options during the nine months ended September 30, 2011. The Company issued new ordinary shares in connection with the exercise of the above options.
During the quarter ended September 30, 2011, the Company granted an aggregate of 430 (2010 — 3,224) restricted shares and restricted share units with weighted average grant date fair values of $15,000 (2010 — $0.1 million). During the quarter ended September 30, 2011, the aggregate fair value of restricted shares and restricted share units that vested was $0.4 million (2010 — $0.5 million). For the quarter ended September 30, 2011, compensation costs recognized in earnings for all restricted shares and restricted share units were $3.0 million (2010 — $2.9 million). At September 30, 2011, compensation costs not yet recognized related to unvested restricted shares and restricted share units was $13.0 million (2010 — $17.4 million).
During the nine months ended September 30, 2011, the Company granted an aggregate of 305,422 (2010 — 530,312) restricted shares and restricted share units with weighted average grant date fair values of $14.8 million (2010 — $20.3 million). During the nine months ended September 30, 2011, the aggregate fair value of restricted shares and restricted share units that vested was $14.4 million (2010 — $14.2 million). For the nine months ended September 30, 2011, compensation costs recognized in earnings for all restricted shares and restricted share units were $11.2 million (2010 — $10.2 million).
The Company also has an Employee Share Purchase Plan under which employees of Endurance Holdings and certain of its subsidiaries may purchase Endurance Holdings’ ordinary shares. For the quarter ended September 30, 2011, total expenses related to the Company’s Employee Share Purchase Plan were approximately $52,000 (2010 — $42,000) and $159,000 (2010 -$132,000) for the nine months ended September 30, 2011.

 

25


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting
The determination of the Company’s business segments is based on how the Company monitors the performance of its underwriting operations. The Company has two reportable business segments, Insurance and Reinsurance, which are comprised of the following lines of business:
Insurance segment lines of business
    Agriculture
 
    Professional Lines
 
    Casualty
 
    Property
 
    Healthcare Liability
 
    Workers’ Compensation
Reinsurance segment lines of business
    Catastrophe
 
    Casualty
 
    Property
 
    Aerospace and Marine
 
    Surety and Other Specialty
Management measures segment results on the basis of the combined ratio, which is obtained by dividing the sum of the net losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned. When purchased within a single line of business, ceded reinsurance and recoveries are accounted for within that line of business. When purchased across multiple lines of business, ceded reinsurance and recoveries are allocated to the lines of business in proportion to the related risks assumed. The Company does not manage its assets by segment; accordingly, investment income and total assets are not allocated to the individual business segments. General and administrative expenses incurred by the segments are allocated directly. Remaining general and administrative expenses not directly incurred by the segments are allocated primarily based on estimated consumption, headcount and other variables deemed relevant to the allocation of such expenses.

 

26


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides a summary of segment revenues, results and reserves for losses and loss expenses for the three months ended September 30, 2011:
                         
    Insurance     Reinsurance     Total  
Revenues
                       
Gross premiums written
  $ 450,451     $ 250,415     $ 700,866  
Ceded premiums written
    (147,241 )     (2,298 )     (149,539 )
 
                 
Net premiums written
    303,210       248,117       551,327  
 
                 
Net premiums earned
    318,602       242,891       561,493  
Other underwriting (loss) income
    (2,875 )     734       (2,141 )
 
                 
 
    315,727       243,625       559,352  
 
                 
 
                       
Expenses
                       
Net losses and loss expenses
    260,206       196,485       456,691  
Acquisition expenses
    18,738       53,511       72,249  
General and administrative expenses
    29,328       29,246       58,574  
 
                 
 
    308,272       279,242       587,514  
 
                 
Underwriting income (loss)
  $ 7,455     $ (35,617 )   $ (28,162 )
 
                 
 
                       
Net loss ratio
    81.7 %     81.0 %     81.3 %
Acquisition expense ratio
    5.9 %     22.0 %     12.9 %
General and administrative expense ratio
    9.2 %     12.0 %     10.4 %
 
                 
Combined ratio
    96.8 %     115.0 %     104.6 %
 
                 
 
                       
Reserve for losses and loss expenses
  $ 2,032,636     $ 1,877,901     $ 3,910,537  
 
                 

 

27


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides a summary of segment revenues, results and reserves for losses and loss expenses for the three months ended September 30, 2010:
                         
    Insurance     Reinsurance     Total  
Revenues
                       
Gross premiums written
  $ 303,561     $ 252,013     $ 555,574  
Ceded premiums written
    (99,268 )     (4,422 )     (103,690 )
 
                 
Net premiums written
    204,293       247,591       451,884  
 
                 
Net premiums earned
    242,766       227,027       469,793  
Other underwriting income (loss)
    473       (151 )     322  
 
                 
 
    243,239       226,876       470,115  
 
                 
 
                       
Expenses
                       
Net losses and loss expenses
    172,015       94,117       266,132  
Acquisition expenses
    17,356       50,087       67,443  
General and administrative expenses
    29,256       30,267       59,523  
 
                 
 
    218,627       174,471       393,098  
 
                 
Underwriting income
  $ 24,612     $ 52,405     $ 77,017  
 
                 
 
                       
Net loss ratio
    70.9 %     41.5 %     56.6 %
Acquisition expense ratio
    7.1 %     22.1 %     14.4 %
General and administrative expense ratio
    12.1 %     13.3 %     12.7 %
 
                 
Combined ratio
    90.1 %     76.9 %     83.7 %
 
                 
 
                       
Reserve for losses and loss expenses
  $ 1,826,956     $ 1,574,356     $ 3,401,312  
 
                 
The following table reconciles total segment results to (loss) income before income taxes for the three months ended September 30, 2011 and 2010:
                 
    Three Months Ended  
    September 30,  
    2011     2010  
Total underwriting (loss) income
  $ (28,162 )   $ 77,017  
Net investment income
    14,100       53,654  
Net foreign exchange gains
    4,085       12,565  
Net realized and unrealized investment gains
    1,033       8,973  
Net impairment losses recognized in earnings
    (240 )     (1,380 )
Amortization of intangibles
    (2,976 )     (2,588 )
Interest expense
    (9,055 )     (9,051 )
 
           
(Loss) income before income taxes
  $ (21,215 )   $ 139,190  
 
           

 

28


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides gross and net premiums written by line of business for the three months ended September 30, 2011 and 2010:
                                 
    Gross     Net     Gross     Net  
    premiums     premiums     premiums     premiums  
    written     written     written     written  
Business Segment   2011     2011     2010     2010  
Insurance
                               
Agriculture
  $ 289,656     $ 185,017     $ 156,162     $ 89,119  
Professional lines
    39,559       30,812       43,381       38,522  
Casualty
    57,520       37,664       40,538       23,700  
Property
    30,049       17,681       30,295       21,366  
Healthcare liability
    33,652       32,021       34,024       32,393  
Workers’ compensation
    15       15       (839 )     (807 )
 
                       
Total Insurance
    450,451       303,210       303,561       204,293  
 
                       
 
                               
Reinsurance
                               
Catastrophe
    46,275       43,868       45,513       41,154  
Casualty
    56,293       56,292       81,167       81,163  
Property
    129,203       129,203       111,395       111,395  
Aerospace and marine
    5,891       6,002       4,184       4,184  
Surety and other specialty
    12,753       12,752       9,754       9,695  
 
                       
Total Reinsurance
    250,415       248,117       252,013       247,591  
 
                       
 
                               
Total
  $ 700,866     $ 551,327     $ 555,574     $ 451,884  
 
                       

 

29


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides a summary of the segment revenues and results for the nine months ended September 30, 2011:
                         
    Insurance     Reinsurance     Total  
Revenues
                       
Gross premiums written
  $ 1,302,032     $ 902,116     $ 2,204,148  
Ceded premiums written
    (393,020 )     (19,171 )     (412,191 )
 
                 
Net premiums written
    909,012       882,945       1,791,957  
 
                 
Net premiums earned
    730,491       700,413       1,430,904  
Other underwriting (loss) income
    (2,875 )     753       (2,122 )
 
                 
 
    727,616       701,166       1,428,782  
 
                 
 
                       
Expenses
                       
Net losses and loss expenses
    550,438       670,076       1,220,514  
Acquisition expenses
    50,907       154,847       205,754  
General and administrative expenses
    102,361       88,060       190,421  
 
                 
 
    703,706       912,983       1,616,689  
 
                 
Underwriting income (loss)
  $ 23,910     $ (211,817 )   $ (187,907 )
 
                 
 
                       
Net loss ratio
    75.3 %     95.6 %     85.3 %
Acquisition expense ratio
    7.0 %     22.1 %     14.4 %
General and administrative expense ratio
    14.0 %     12.6 %     13.3 %
 
                 
Combined ratio
    96.3 %     130.3 %     113.0 %
 
                 

 

30


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides a summary of the segment revenues and results for the nine months ended September 30, 2010:
                         
    Insurance     Reinsurance     Total  
Revenues
                       
Gross premiums written
  $ 999,528     $ 864,483     $ 1,864,011  
Ceded premiums written
    (251,307 )     (7,075 )     (258,382 )
 
                 
Net premiums written
    748,221       857,408       1,605,629  
 
                 
Net premiums earned
    616,300       675,077       1,291,377  
Other underwriting income (loss)
    471       (2,517 )     (2,046 )
 
                 
 
    616,771       672,560       1,289,331  
 
                 
 
                       
Expenses
                       
Net losses and loss expenses
    428,872       362,804       791,676  
Acquisition expenses
    51,336       146,759       198,095  
General and administrative expenses
    86,523       87,641       174,164  
 
                 
 
    566,731       597,204       1,163,935  
 
                 
Underwriting income
  $ 50,040     $ 75,356     $ 125,396  
 
                 
 
                       
Net loss ratio
    69.6 %     53.7 %     61.3 %
Acquisition expense ratio
    8.4 %     21.8 %     15.3 %
General and administrative expense ratio
    14.0 %     13.0 %     13.5 %
 
                 
Combined ratio
    92.0 %     88.5 %     90.1 %
 
                 
The following table reconciles total segment results to (loss) income before income taxes for the nine months ended September 30, 2011 and 2010, respectively:
                 
    Nine Months Ended  
    September 30,  
    2011     2010  
 
               
Total underwriting (loss) income
  $ (187,907 )   $ 125,396  
Net investment income
    106,443       143,484  
Net foreign exchange gains
    7,655       6,465  
Net realized and unrealized investment gains
    26,340       15,174  
Net impairment losses recognized in earnings
    (2,819 )     (3,233 )
Amortization of intangibles
    (8,800 )     (7,764 )
Interest expense
    (27,166 )     (25,709 )
 
           
(Loss) income before income taxes
  $ (86,254 )   $ 253,813  
 
           

 

31


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
8.   Segment reporting, cont’d.
The following table provides gross and net premiums written by line of business for the nine months ended September 30, 2011 and 2010:
                                 
    Gross     Net     Gross     Net  
    premiums     premiums     premiums     premiums  
    written     written     written     written  
Business Segment   2011     2011     2010     2010  
Insurance
                               
Agriculture
  $ 855,486     $ 577,538     $ 560,531     $ 402,395  
Professional lines
    124,209       99,560       133,456       115,546  
Casualty
    159,580       107,234       130,172       82,265  
Property
    90,643       56,262       99,976       76,404  
Healthcare liability
    72,243       68,542       76,782       72,947  
Workers’ compensation
    (129 )     (124 )     (1,389 )     (1,336 )
 
                       
Total Insurance
    1,302,032       909,012       999,528       748,221  
 
                       
 
                               
Reinsurance
                               
Catastrophe
    330,771       314,328       291,990       287,721  
Casualty
    218,264       217,463       246,060       245,257  
Property
    251,475       251,475       215,916       215,916  
Aerospace and marine
    53,472       51,567       46,381       44,316  
Surety and other specialty
    48,134       48,112       64,136       64,198  
 
                       
Total Reinsurance
    902,116       882,945       864,483       857,408  
 
                       
 
                               
Total
  $ 2,204,148     $ 1,791,957     $ 1,864,011     $ 1,605,629  
 
                       
9.   Commitments and contingencies
Concentrations of credit risk. The Company’s reinsurance recoverables at September 30, 2011 and December 31, 2010 amounted to $479.1 million and $319.3 million, respectively. At September 30, 2011, substantially all reinsurance recoverables were due from the U.S. government or from reinsurers rated A- or better by A.M. Best or Standard & Poor’s.
Major production sources. The following table shows the percentage of net premiums written generated through the Company’s largest brokers for the nine months ended September 30, 2011 and 2010, respectively:
                 
Broker   2011     2010  
Aon Benfield
    18.2 %     21.2 %
Marsh & McLennan Companies, Inc.
    15.9 %     19.8 %
Willis Companies
    13.0 %     12.7 %
 
           
Total of largest brokers
    47.1 %     53.7 %
 
           

 

32


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ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9.   Commitments and contingencies, cont’d.
Letters of credit. As of September 30, 2011, the Company had issued letters of credit of $403.3 million (December 31, 2010 — $439.3 million) under its credit facility in favor of certain ceding companies to collateralize obligations.
Investment commitments. As of September 30, 2011 and December 31, 2010, the Company had pledged cash and cash equivalents and fixed maturity investments of $129.9 million and $143.6 million, respectively, in favor of certain ceding companies to collateralize obligations. As of September 30, 2011 and December 31, 2010, the Company had also pledged $467.5 million and $500.9 million of its cash and fixed maturity investments as required to meet collateral obligations for $403.3 million and $439.3 million in letters of credit outstanding under its credit facility, respectively. In addition, at September 30, 2011 and December 31, 2010, cash and fixed maturity investments with fair values of $370.6 million and $369.1 million were on deposit with U.S. state regulators, respectively, and cash and fixed maturity investments with fair values of $10.3 million and $10.7 million were on deposit with Canadian regulators, respectively.
The Company is subject to certain commitments with respect to Other Investments at September 30, 2011 and December 31, 2010. The Company is generally subject to redemption restriction provisions of between one to five years from the date of the original commitment and rolling redemption restrictions on a one or two year basis thereafter. Due to redemption restrictions, the Company is prohibited from requesting redemptions during 2011 of $107.4 million (December 31, 2010 — $118.9 million) of its Other Investments held at September 30, 2011. In addition, as of September 30, 2011 the Company was committed to investing a further $17.4 million (December 31, 2010 — $11.7 million) in various investment funds classified as Other Investments.
Reinsurance commitments. In the ordinary course of business, the Company enters into reinsurance agreements that may include terms which could require the Company to collateralize certain of its obligations.
Employment agreements. The Company has entered into employment agreements with certain officers that provide for equity incentive awards, executive benefits and severance payments under certain circumstances.
Operating leases. The Company leases office space and office equipment under operating leases. Future minimum lease commitments at September 30, 2011 are as follows:
         
Twelve months ended September 30,   Amount  
 
       
2012
  $ 13,332  
2013
    14,022  
2014
    8,911  
2015
    7,626  
2016
    5,638  
2017 and thereafter
    24,612  
 
     
 
  $ 74,141  
 
     
Total lease expense under operating leases for the nine months ended September 30, 2011 was $9.2 million (2010 — $8.0 million).

 

33


Table of Contents

ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
9.   Commitments and contingencies, cont’d.
Taxation. The Canada Revenue Agency (“CRA”) has commenced an examination of income tax returns for 2008 and 2009 for the Canadian branch of one of the Company’s U.S. subsidiaries. The Company believes that its income tax filing positions and deductions will be sustained and does not expect to receive any adjustments that would result in a material change to its financial position and therefore no reserves for uncertain income tax positions have been established
Legal proceedings. The Company is party to various legal proceedings generally arising in the normal course of its business. While any proceeding contains an element of uncertainty, the Company does not believe that the eventual outcome of any litigation or arbitration proceeding to which it is presently a party could have a material adverse effect on its financial condition or business. Pursuant to the Company’s insurance and reinsurance agreements, disputes are generally required to be settled by arbitration.
10.   Shareholders’ equity
On June 1, 2011, Endurance Holdings issued 9,200,000 shares of its 7.5% Non-Cumulative Preferred Shares, Series B (the “Series B Preferred Shares”). The Series B Preferred Shares sold in the offering were registered under the Securities Act of 1933, as amended, and are traded on the New York Stock Exchange. The Series B Preferred Shares were issued at a price to the public of $25.00 per share. Endurance Holdings received net proceeds from this offering of $224.0 million after expenses and underwriting discounts. The proceeds from this offering were used to provide additional capital to Endurance Holdings’ subsidiaries and for other general corporate purposes.
The Series B Preferred Shares have no stated maturity date and are redeemable in whole or in part at the option of Endurance Holdings any time after June 1, 2016 at a redemption price of $25.00 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Endurance Holdings may redeem all but not less than all of the Series B Preferred Shares before that date at a redemption price of $26.00 per share, plus any declared and unpaid dividends, to the date of redemption, if Endurance Holdings is required to submit a proposal to the holders of the Series B Preferred Shares concerning an amalgamation, consolidation, merger, similar corporate transaction or change in Bermuda law.
Dividends on the Series B Preferred Shares, when, as and if declared by the Board of Directors of Endurance Holdings or a duly authorized committee of the board, accrue and are payable on the liquidation preference amount from the original issue date, quarterly in arrears on each dividend payment date, at an annual rate of 7.5%. Dividends on the Series B Preferred Shares are not cumulative.

 

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ENDURANCE SPECIALTY HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS — CONTINUED

(Amounts in tables expressed in thousands of United States dollars, except
for ratios, share and per share amounts)
10.  
Shareholder’s equity, cont’d.
Upon any voluntary or involuntary liquidation, dissolution or winding-up of Endurance Holdings, holders of the Series B Preferred Shares and any parity shares are entitled to receive out of Endurance Holdings’ assets available for distribution to shareholders, before any distribution is made to holders of Endurance Holdings’ common equity securities, a liquidating distribution in the amount of $25.00 per Series B Preferred Share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
Holders of the Series B Preferred Shares have no voting rights, except with respect to certain fundamental changes in the terms of the Series B Preferred Shares and in the case of certain dividend non-payments or as otherwise required by Bermuda law or Endurance Holdings’ bye-laws.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is a discussion and analysis of the financial condition and results of operations for the three and nine months ended September 30, 2011 of Endurance Specialty Holdings Ltd. (“Endurance Holdings”) and its wholly-owned subsidiaries (collectively, the “Company”). This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) as well as the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2010, the discussions of critical accounting policies and the qualitative and quantitative disclosure about market risk contained in Endurance Holdings’ Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2010 (the “2010 Annual Report on Form 10-K”).
Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to the Company’s plans and strategy for its business, includes forward-looking statements that involve risk and uncertainties. Please see the section “Cautionary Statement Regarding Forward-Looking Statements” below for more information on factors that could cause actual results to differ materially from the results described in or implied by any forward-looking statements contained in this discussion and analysis. You should review the “Risk Factors” set forth in the 2010 Annual Report on Form 10-K, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein.
Overview
Endurance Holdings was organized as a Bermuda holding company on June 27, 2002 and has seven wholly-owned operating subsidiaries:
    Endurance Specialty Insurance Ltd. (“Endurance Bermuda”), domiciled in Bermuda with branch offices in Zurich and Singapore;
 
    Endurance Worldwide Insurance Limited (“Endurance U.K.”), domiciled in England;
 
    Endurance Reinsurance Corporation of America (“Endurance U.S. Reinsurance”), domiciled in Delaware;
 
    Endurance American Insurance Company (“Endurance American”), domiciled in Delaware;
 
    Endurance American Specialty Insurance Company (“Endurance American Specialty”), domiciled in Delaware;
 
    Endurance Risk Solutions Assurance Co. (“Endurance Risk Solutions”), domiciled in Delaware; and
 
    American Agri-Business Insurance Company, domiciled in Texas and managed by ARMtech Insurance Services, Inc. (together “ARMtech”).
The Company writes specialty lines of property and casualty insurance and reinsurance on a global basis and seeks to create a portfolio of specialty lines of business that are profitable and have limited correlation with one another. The Company’s portfolio of specialty lines of business is organized into two business segments, Insurance and Reinsurance.
In the Insurance segment, the Company writes agriculture, professional lines, casualty, property, healthcare liability and workers’ compensation insurance. In the Reinsurance segment, the Company writes catastrophe, casualty, property, aerospace and marine and surety and other specialty reinsurance.

 

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The Company’s Insurance and Reinsurance segments both include property related coverages which provide insurance or reinsurance of an insurable interest in tangible property for property loss, damage or loss of use. In addition, the Company’s Insurance and Reinsurance segments include various casualty insurance and reinsurance coverages which are primarily concerned with the losses caused by injuries to third parties, i.e., not the insured, or to property owned by third parties and the legal liability imposed on the insured resulting from such injuries.
Application of Critical Accounting Estimates
The Company’s condensed consolidated financial statements are based on the selection of accounting policies and application of significant accounting estimates which require management to make significant estimates and assumptions. The Company believes that some of the more critical judgments in the areas of accounting estimates and assumptions that affect its financial condition and results of operations are related to the recognition of premiums written and ceded, reserves for losses and loss expenses, other-than-temporary impairments within the investment portfolio, fair value measurements of certain portions of the investment portfolio and contingencies. For a detailed discussion of the Company’s critical accounting estimates, please refer to the 2010 Annual Report on Form 10-K, and the Notes to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q. There were no material changes in the application of the Company’s critical accounting estimates subsequent to that report, other than as described in the Notes to the Unaudited Condensed Consolidated Financial Statements in this Form 10-Q relating to the Company’s investment in equities and the use of derivative financial instruments. Management has discussed the application of these critical accounting estimates with the Company’s Board of Directors and the Audit Committee of the Board of Directors.

 

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Consolidated Results of Operations — For the Three Months Ended September 30, 2011 and 2010
Results of operations for the three months ended September 30, 2011 and 2010 were as follows:
                         
    Three Months Ended September 30,        
    2011     2010     Change(1)  
    (U.S. dollars in thousands, except for ratios)  
Revenues
                       
Gross premiums written
  $ 700,866     $ 555,574       26.2 %
Ceded premiums written
    (149,539 )     (103,690 )     44.2 %
 
                 
Net premiums written
    551,327       451,884       22.0 %
 
                 
Net premiums earned
    561,493       469,793       19.5 %
Net investment income
    14,100       53,654       (73.7 )%
Net realized and unrealized gains
    1,033       8,973       (88.5 )%
Net impairment losses recognized in earnings
    (240 )     (1,380 )     (82.6 )%
Other underwriting (loss) income
    (2,141 )     322     NM (2)
 
                 
Total revenues
    574,245       531,362       8.1 %
 
                 
Expenses
                       
Losses and loss expenses
    456,691       266,132       71.6 %
Acquisition expenses
    72,249       67,443       7.1 %
General and administrative expenses
    58,574       59,523       (1.6 )%
Amortization of intangibles
    2,976       2,588       15.0 %
Net foreign exchange gains
    (4,085 )     (12,565 )     (67.5 )%
Interest expense
    9,055       9,051       %
Income tax (benefit) expense
    (1,197 )     62     NM (2)
 
                 
Net (loss) income
  $ (20,018 )   $ 139,128       NM (2)
 
                 
 
                 
Net loss ratio
    81.3 %     56.6 %     24.7  
Acquisition expense ratio
    12.9 %     14.4 %     (1.5 )
General and administrative expense ratio
    10.4 %     12.7 %     (2.3 )
 
                 
Combined ratio
    104.6 %     83.7 %     20.9  
 
                 
     
(1)   With respect to ratios, changes show increase or decrease in percentage points.
 
(2)   Not meaningful.
Premiums
Gross premiums written in the three months ended September 30, 2011 were $700.9 million, an increase of $145.3 million, or 26.2%, compared to the same period in 2010. Net premiums written in the three months ended September 30, 2011 were $551.3 million, an increase of $99.4 million, or 22.0%. The change in net premiums written was driven by the following factors:
    An increase in the agriculture line of the Insurance segment in the quarter ended September 30, 2011 compared to 2010 resulting from positive adjustments to previously estimated spring crop premiums as well as higher premiums recorded in relation to winter crops as commodity prices have increased from 2010;
 
    Growth in the property line of the Reinsurance segment from increased premiums on renewal from one large contract and new business underwritten within the Company’s international operations;
 
    Growth in the casualty line of the Insurance segment from the addition of the contract binding authority casualty business launched in late 2010; and
 
    A decline in the casualty line of the Reinsurance segment in the quarter ended September 30, 2011 compared to 2010 as a result of non-renewed business, reduced participations and clients retaining more premium. In addition, the renewal of one significant contract has been deferred to the fourth quarter.

 

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Growth in ceded premiums written by the Company in the quarter ended September 30, 2011 as compared to the same period in 2010 was primarily driven by increased cessions in the agriculture Insurance line to the Federal Crop Insurance Corporation associated with the growth in gross premiums written.
Net premiums earned for the three months ended September 30, 2011 were $561.5 million, an increase of $91.7 million, or 19.5%, from the third quarter of 2010. The increase in net premiums earned resulted principally from growth in net written premiums recorded in more recent periods.
Net Investment Income
The Company’s net investment income of $14.1 million decreased 73.7% or $39.6 million for the quarter ended September 30, 2011 as compared to the same period in 2010. Net investment income during the third quarter of 2011 included net mark to market losses of $22.5 million on Other Investments, comprised of alternative funds and high yield loan funds, as compared to mark to market gains of $13.8 million in the third quarter of 2010. Investment income generated from the Company’s fixed income investments, which consist of fixed maturity investments and short-term investments, declined by $3.3 million for the three months ended September 30, 2011 compared to the same period in 2010. This decline resulted from lower reinvestment rates over the past 12 months driven by lower market yields, partially offset by a higher average investment portfolio balance. Investment expenses, including investment management fees were $3.4 million in both the third quarter of 2011 and the third quarter of 2010.
The annualized net earned yield and total return of the investment portfolio for the three months ended September 30, 2011 and 2010 and market yield and portfolio duration as of September 30, 2011 and 2010 were as follows:
                 
    Three Months Ended September 30,  
    2011     2010  
Annualized net earned yield(1)
    0.90 %     3.56 %
Total return on investment portfolio(2)
    0.37 %     2.35 %
Market yield(3)
    1.91 %     2.02 %
Portfolio duration(4)
  2.48 years     2.25 years  
     
(1)   The actual net earned income from the investment portfolio after adjusting for expenses and accretion of discount and amortization of premium from the purchase price divided by the average book value of assets.
 
(2)   Includes realized and unrealized gains and losses.
 
(3)   The internal rate of return of the investment portfolio based on the given market price or the single discount rate that equates a security price (inclusive of accrued interest) for the portfolio with its projected cash flows. Excludes other investments and operating cash.
 
(4)   Includes only cash and cash equivalents and fixed income investments managed by the Company’s investment managers.
During the third quarter of 2011, the yield on the benchmark three year U.S. Treasury bond fluctuated within a 53 basis point range, with a high of 0.82% and a low of 0.29%. Trading activity in the Company’s portfolio during the third quarter included reductions in government guaranteed corporate securities, foreign government securities and non-agency residential mortgage-backed securities and increased allocations to U.S. government securities and equity securities. The duration of the fixed income investments increased to 2.48 years at September 30, 2011 from 2.39 years at December 31, 2010.

 

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Net Realized and Unrealized Gains
The Company’s investment portfolio is managed to generate attractive economic returns and income while providing the Company with liquidity. Movements in financial markets and interest rates influence the timing and recognition of net realized investment gains and losses as the portfolio is adjusted and rebalanced. Proceeds from sales of investments classified as available for sale during the three months ended September 30, 2011 were $566.0 million compared to $656.3 million during the same period a year ago. Net realized investment gains decreased during the three months ended September 30, 2011 compared to the same period in 2010 as more securities were sold at a loss compared to the prior period. Gross realized investment gains and losses for the three months ended September 30, 2011 and 2010 were as follows:
                 
    Three Months Ended September 30,  
    2011     2010  
    (U.S. dollars in thousands)  
Gross realized gains on investment sales
  $ 6,904     $ 9,488  
Gross realized losses on investment sales
    (5,735 )     (515 )
Change in fair value of derivative financial instruments
    (136 )      
 
           
Net realized and unrealized gains in earnings
  $ 1,033     $ 8,973  
 
           
Net Impairment Losses Recognized in Earnings
During the three months ended September 30, 2011, the Company identified available for sale securities that were considered to be other-than-temporarily impaired. The Company considered whether it intended to sell or would be more likely than not required to sell its fixed income investments in an unrealized loss position at September 30, 2011. The Company did not identify any such securities meeting these criteria. As such, the Company performed various analyses and reviews, which are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” in our 2010 Annual Report on Form 10-K, to determine whether the investments in an unrealized loss position were other-than-temporarily impaired as a result of credit related factors or non-credit related factors. Net impairment losses recognized in earnings for three months ended September 30, 2011 and 2010 were as follows:
                 
    Three Months Ended September 30,  
    2011     2010  
    (U.S. dollars in thousands)  
Total other-than-temporary impairment losses
  $ (168 )   $ (1,140 )
Portion of loss recognized in other comprehensive income
    (72 )     (240 )
 
           
Net impairment losses recognized in earnings
  $ (240 )   $ (1,380 )
 
           
The $0.2 million and $1.4 million of other-than-temporary impairment (“OTTI”) losses recognized by the Company in the third quarters of 2011 and 2010 relating to specific credit events for its fixed income investments were primarily due to reductions in expected recovery values on residential and commercial mortgage-backed securities during the period, along with certain credit related downgrades in corporate debt securities. Of this total, $0.1 million was shifted from a non-credit OTTI loss previously recognized in comprehensive (loss) income to a credit OTTI loss recorded in net (loss) income for the third quarter of 2011.
The Company assessed its intent and ability to hold certain equity securities that were in an unrealized loss position at September 30, 2011 and as a result did not recognize any OTTI losses in the three months ended September 30, 2011.
Net Foreign Exchange Gains and Losses
For the three months ended September 30, 2011, the Company remeasured its monetary assets and liabilities denominated in foreign currencies, which resulted in a net foreign exchange gain of $4.1 million compared to a foreign exchange gain of $12.6 million for the same period of 2010. The net foreign exchange gain in the quarter ended September 30, 2011 resulted from the strengthening of the U.S. dollar against other major currencies which reduced foreign denominated liabilities. In the prior year, the net foreign exchange gain resulted from U.S. dollar weakening against major currencies as the Company held net foreign denominated assets. The Company’s foreign exchange exposures have shifted from a net foreign asset position in the prior year to a net foreign liability position in the current year following the catastrophe events that occurred outside of the United States.

 

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Net Losses and Loss Expenses
The Company’s reported net losses and loss expenses are characterized by various factors and are significantly impacted by the occurrence or absence of catastrophic events. For the three months ended September 30, 2011, Hurricane Irene, Danish floods, brushfires in Texas and multiple storms in the Midwest United States which when accumulated triggered certain aggregate catastrophe contracts adversely affected the Company’s net loss ratio in the Reinsurance and Insurance segments. The Company recorded losses, net of reinsurance, reinstatement premiums and other loss sensitive accruals, of $98.6 million in relation to these events which added 17.7 percentage points to the Company’s net loss ratio for the third quarter of 2011. For the three months ended September 30, 2010, there were no significant catastrophic events that impacted the Company’s net loss ratio. In addition, the Company recorded higher reserves for attritional losses in the agriculture line of the Insurance segment in the third quarter of 2011 compared to 2010 as a result of current drought conditions in the Southwest United States and excess moisture in the Midwest United States in the spring.
Favorable prior year loss reserve development was $44.4 million for the third quarter of 2011 compared to $35.1 million during the same period in 2010. In the third quarter of 2011, prior year loss reserves emerged favorably across each line of the Reinsurance segment and the short tail and long tail lines of the Insurance segment.
The Company participates in lines of business where claims may not be reported for many years. Accordingly, management does not believe that reported claims are the only valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Reserve adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves were established by the Company’s actuaries and reflect management’s best estimate of ultimate losses. See “Reserve for Losses and Loss Expenses” below for further discussion.
Acquisition Expenses
The acquisition expense ratio for the three months ended September 30, 2011 was lower than that for the same period in 2010 because the agriculture line of the Insurance segment comprises a significantly greater portion of earned premiums in the current period and has lower related acquisition costs.
General and Administrative Expenses
The Company’s general and administrative expense ratio for the third quarter of 2011 decreased compared to the same period in 2010 due to higher earned premiums in the agriculture line of the Insurance segment offset partially by higher personnel costs resulting from increased headcount. At September 30, 2011, the Company had a total of 864 employees compared to 796 employees at September 30, 2010.
Income Tax Benefit
The Company recorded a tax benefit for the quarter ended September 30, 2011 of $1.2 million compared to a tax expense of $0.1 million for the quarter ended September 30, 2010 due to an increase in net losses experienced in its United States taxable jurisdictions compared to 2010.
Net (Loss) Income
The Company produced a net loss of $20.0 million in the three months ended September 30, 2011 compared to net income of $139.1 million in the same period of 2010 primarily as a result of the increase in catastrophe losses and the decrease in net investment income during the current period.

 

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Consolidated Results of Operations — For the Nine Months Ended September 30, 2011 and 2010
Results of operations for the nine months ended September 30, 2011 and 2010 were as follows:
                         
    Nine Months Ended September 30,        
    2011     2010     Change(1)  
    (U.S. dollars in thousands, except for ratios)  
Revenues
                       
Gross premiums written
  $ 2,204,148     $ 1,864,011       18.2 %
Ceded premiums written
    (412,191 )     (258,382 )     59.5 %
 
                 
Net premiums written
    1,791,957       1,605,629       11.6 %
 
                 
Net premiums earned
    1,430,904       1,291,377       10.8 %
Net investment income
    106,443       143,484       (25.8 )%
Net realized and unrealized gains
    26,340       15,174       73.6 %
Net impairment losses recognized in earnings
    (2,819 )     (3,233 )     (12.8 )%
Other underwriting loss
    (2,122 )     (2,046 )     3.7 %
 
                 
Total revenues
    1,558,746       1,444,756       7.9 %
 
                 
Expenses
                       
Losses and loss expenses
    1,220,514       791,676       54.2 %
Acquisition expenses
    205,754       198,095       3.9 %
General and administrative expenses
    190,421       174,164       9.3 %
Amortization of intangibles
    8,800       7,764       13.3 %
Net foreign exchange gains
    (7,655 )     (6,465 )     18.4 %
Interest expense
    27,166       25,709       5.7 %
Income tax (benefit) expense
    (19,896 )     303     NM (2)
 
                 
Net (loss) income
  $ (66,358 )   $ 253,510     NM (2)
 
                 
 
                 
Net loss ratio
    85.3 %     61.3 %     24.0  
Acquisition expense ratio
    14.4 %     15.3 %     (0.9 )
General and administrative expense ratio
    13.3 %     13.5 %     (0.2 )
 
                 
Combined ratio
    113.0 %     90.1 %     22.9  
 
                 
     
(1)   With respect to ratios, changes show increase or decrease in percentage points.
 
(2)   Not meaningful.
Premiums
Gross premiums written in the nine months ended September 30, 2011 were $2,204.1 million, an increase of $340.1 million, or 18.2%, compared to the same period in 2010. Net premiums written in the nine months ended September 30, 2011 were $1,792.0 million, an increase of $186.3 million, or 11.6%, compared to the same period in 2010. The increase in net premiums written was driven primarily by the agriculture business within the Insurance segment resulting from increased commodity prices for corn, cotton, wheat and soybeans. Net premiums written were also positively impacted by modest growth in the property and catastrophe lines of the Reinsurance segment and the casualty line of the Insurance segment as a result of new business written, larger participation and improved pricing on renewals and reinstatement premiums related to the catastrophes occurring during the period. Offsetting these increases were declines in the property and professional lines of the Insurance segment and casualty and surety and other lines of the Reinsurance segment as a result of non-renewed business.
Net premiums earned for the nine months ended September 30, 2011 were $1,430.9 million, an increase of $139.5 million, or 10.8%, from the nine months ended September 30, 2010 principally due to growth in net premiums written experienced over the last twelve months compared to the same period last year.

 

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Net Investment Income
The Company’s net investment income of $106.4 million decreased 25.8% or $37.0 million for the nine months ended September 30, 2011 as compared to the same period in 2010. Net investment income during the first nine months of 2011 included net mark to market losses of $7.6 million on Other Investments, comprised of alternative investments and high yield loan funds, as compared to mark to market gains of $23.8 million in the first nine months of 2010. Investment income generated by the Company’s fixed income investments declined by $6.5 million in the first nine months of 2011 compared to 2010 due to lower reinvestment rates. Investment expenses for the nine months ended September 30, 2011, including investment management fees, were $10.5 million compared to $11.1 million for the same period in 2010.
The annualized net earned yield, total return on the investment portfolio for the nine months ended September 30, 2011 and 2010 and market yield and portfolio duration as of September 30, 2011 and 2010 were as follows:
                 
    Nine Months Ended September 30,  
    2011     2010  
Annualized net earned yield(1)
    2.31 %     3.18 %
Total return on investment portfolio(2)
    2.60 %     5.6 %
Market yield(3)
    1.91 %     2.02 %
Portfolio duration(4)
  2.48 years     2.25 years  
     
(1)   The actual net earned income from the investment portfolio after adjusting for expenses and accretion of discount and amortization of premium from the purchase price divided by the average book value of assets.
 
(2)   Includes realized and unrealized gains and losses.
 
(3)   The internal rate of return of the investment portfolio based on the given market price or the single discount rate that equates to a security price (inclusive of accrued interest) for the portfolio with its projected cash flows. Excludes other investments and operating cash.
 
(4)   Includes only cash and cash equivalents and fixed income investments held by the Company’s investment managers.
During the nine months ended September 30, 2011, the yield on the benchmark three year U.S. Treasury bond fluctuated within a 112 basis points range, with a high of 1.41% and a low of 0.29%. Trading activity in the Company’s portfolio for the nine months ended September 30, 2011 included reductions in U.S. agency securities, government guaranteed corporate securities and non-agency residential mortgage-backed securities and increased allocations to U.S. government securities and equity securities. The duration of the fixed income investments has increased to 2.48 years at September 30, 2011 from 2.39 years at December 31, 2010 primarily due to the decreased allocation to cash and cash equivalents and the purchase of longer duration corporate debt securities.

 

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Net Realized and Unrealized Gains
The Company’s investment portfolio is managed to generate attractive economic returns and income while providing the Company with liquidity. Movements in financial markets and interest rates influence the timing and recognition of net realized investment gains and losses as the portfolio is adjusted and rebalanced. Proceeds from sales of investments classified as available for sale during the nine months ended September 30, 2011 were $2,382.6 million compared to $2,341.0 million during the same period a year ago. Net realized investment gains increased significantly during the nine months ended September 30, 2011 compared to the same period in 2010 as the Company realized gains as a result of managing the duration of the investment portfolio. Gross realized investment gains and losses for the nine months ended September 30, 2011 and 2010 were as follows:
                 
    Nine Months Ended September 30,  
    2011     2010  
    (U.S. dollars in thousands)  
Gross realized gains on investment sales
  $ 40,563     $ 23,655  
Gross realized losses on investment sales
    (13,928 )     (8,481 )
Change in fair value of derivative financial instruments
    (295 )      
 
           
Net realized and unrealized gains in earnings
  $ 26,340     $ 15,174  
 
           
Net Impairment Losses Recognized in Earnings
During the nine months ended September 30, 2011, the Company identified available for sale securities that were considered to be other-than-temporarily impaired. The Company initially considered whether it intended to sell or would be more likely than not required to sell the securities in an unrealized loss position at September 30, 2011. The Company did not identify any such securities meeting these criteria. As such, the Company performed various analyses and reviews, which are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” in our 2010 Annual Report on Form 10-K, to determine whether the investments in an unrealized loss position were other-than-temporarily impaired as a result of credit factors or other factors. Net impairment losses recognized in earnings for the nine months ended September 30, 2011and 2010 were as follows:
                 
    Nine Months Ended September 30,  
    2011     2010  
    (U.S. dollars in thousands)  
Total other-than-temporary impairment losses
  $ (1,908 )   $ (2,647 )
Portion of loss recognized in other comprehensive income
    (911 )     (586 )
 
           
Net impairment losses recognized in earnings
  $ (2,819 )   $ (3,233 )
 
           
The $2.8 million of OTTI losses recognized by the Company in the nine months ended September 30, 2011 relating to specific credit events occurred primarily due to reductions in expected recovery values on residential and commercial mortgage-backed securities during the period, along with certain credit related downgrades in corporate securities. Of this total, $0.9 million was shifted from a non-credit OTTI loss previously recognized in comprehensive (loss) income to a loss recorded as a credit impairment.
For the nine months ended September 30, 2010, the Company recorded $3.2 million of OTTI losses in earnings. This amount included a portion related to credit losses and a portion related to non-credit related factors. Non-credit related factors included market and sector related factors, including limited liquidity and credit spread widening.
The Company assessed its intent and ability to hold certain equity securities that were in an unrealized loss position at September 30, 2011 and as a result recognized approximately $35,000 in OTTI losses in the nine months ended September 30, 2011.

 

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Net Foreign Exchange Gains
For the nine months ended September 30, 2011, the Company remeasured its monetary assets and liabilities denominated in foreign currencies, which resulted in a net foreign exchange gain of $7.7 million compared to a $6.5 million gain for the same period of 2010. The current period net foreign exchange gain resulted from net gains realized as the U.S. dollar fluctuated over the nine month period. In the prior year, the net foreign exchange gain resulted from the weakening of the U.S. dollar compared to other currencies during the period. The Company’s foreign exchange exposures have shifted from a net foreign asset position in the prior year to a net foreign liability position in the current year following the catastrophe events that occurred outside of the United States.
Net Losses and Loss Expenses
The Company’s reported net losses and loss expenses are characterized by various factors and are significantly impacted by the occurrence or absence of catastrophic events. For the nine months ended September 30, 2011, multiple events adversely affected the Company’s net loss ratio in the Reinsurance segment. These included Hurricane Irene, Danish floods, brushfires in Texas, the Tohuko, Japan earthquake and tsunami, the Christchurch, New Zealand earthquake, Queensland, Australia floods, Midwest United States tornadoes and multiple storms in the Midwest which when accumulated triggered certain aggregate catastrophe contracts. The Company recorded losses, net of reinsurance, reinstatement premiums and other loss sensitive accruals, of $354.7 million in relation to these events which added 25.2 percentage points to the Company’s net loss ratio for the nine months ended September 30, 2011. For the nine months ended September 30, 2010, the Chilean earthquake, the New Zealand Earthquake and European Windstorm Xynthia adversely affected the Company’s net loss ratio in the Reinsurance segment. The Company recorded losses, net of reinstatement premiums and other loss sensitive accruals, of $75.0 million in relation to the two events, which added 6.0 percentage points to the Company’s net loss ratio for the nine months ended September 30, 2010. In addition, the Company recorded higher reserves for attritional losses in the Insurance segment’s agriculture and property lines in the nine months ended September 30, 2011 compared to the same period in 2010 which were partially offset by lower losses in the casualty line where a small number of individual risk events impacted results in the prior period.
Favorable prior year loss reserve development was $137.9 million for the nine months ended September 30, 2011 as compared to $103.2 million for the same period in 2010. In the nine months ended September 30, 2011 and 2010, prior year loss reserves emerged favorably across each line of the Insurance and Reinsurance segment.
The Company participates in lines of business in which claims may not be reported for many years. Accordingly, management does not believe that reported claims are the only valid means for estimating ultimate obligations. Ultimate losses and loss expenses may differ materially from the amounts recorded in the Company’s consolidated financial statements. These estimates are reviewed regularly and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Reserve adjustments, if any, are recorded in earnings in the period in which they are determined. The overall loss reserves were established by the Company’s actuaries and reflect management’s best estimate of ultimate losses. See “Reserve for Losses and Loss Expenses” below for further discussion.
Acquisition Expenses
The acquisition expense ratio for the nine months ended September 30, 2011 was lower than that for the same period in 2010 because the agriculture line of the Insurance segment comprises a significantly greater portion of earned premiums in the current period and has lower related acquisition costs.
General and Administrative Expenses
The Company’s general and administrative expense ratio for the nine months ended September 30, 2011 was comparable to the same period in 2010 due to higher earned premiums in the agriculture line of the Insurance segment offset partially by higher personnel costs resulting from increased headcount. At September 30, 2011, the Company had a total of 864 employees compared to 796 employees at September 30, 2010.

 

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Income Tax (Benefit) Expense
The Company recorded a tax benefit for the nine months ended September 30, 2011 of $19.9 million compared to a tax expense of $0.3 million for the same period in 2010 due to an increase in net losses experienced in its United States taxable jurisdictions compared to 2010.
Net (Loss) Income
The Company produced a net loss of $66.4 million for the nine months ended September 30, 2011 compared to net income of $253.5 million in the same period of 2010 primarily due to the increase in catastrophe losses.
Reserve for Losses and Loss Expenses
In order to capture the key dynamics of loss development and expected volatility that may arise within the disclosed amounts for the reserve for losses and loss expenses, the key lines of business within each business segment are aggregated based on their potential expected length of loss emergence. The period over which loss emergence occurs is typically referred to as the tail. The Company has classified its lines of business as either having a “short,” “long” or “other” tail pattern. The Company views short tail business as that for which development typically emerges within a period of several quarters while long tail business would emerge over many years. The Company’s lines of business are generally included in the following reserving categories:
Insurance Segment — Short Tail Line
    Property
Insurance Segment — Long Tail Lines
    Casualty
 
    Healthcare liability
 
    Professional lines
 
    Workers compensation (discontinued)
Insurance Segment — Other Tail Lines
    Agriculture
Reinsurance Segment — Short Tail Lines
    Catastrophe
 
    Property
 
    Aerospace and marine
 
    Surety
Reinsurance Segment — Long Tail Lines
    Casualty
 
    Other specialty
As of September 30, 2011, the Company had accrued losses and loss expense reserves of $3.9 billion (December 31, 2010 — $3.3 billion). This amount represents management’s best estimate of the ultimate liability for payment of losses and loss expenses related to loss events. During the nine months ended September 30, 2011 and 2010, the Company’s net paid losses and loss expenses were $785.2 million and $392.6 million, respectively.
As more fully described under “Reserving Process” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Annual Report on Form 10-K, the Company incorporates a variety of actuarial methods and judgments in its reserving process. Two key inputs in the various actuarial methods employed by the Company are initial expected loss ratios and expected loss reporting patterns. These key inputs impact the potential variability in the estimate of the reserve for losses and loss expenses and are applicable to each of the Company’s business segments. The Company’s loss and loss expense reserves consider and reflect, in part, deviations resulting from differences between expected loss and actual loss reporting as well as judgments relating to the weights applied to the reserve levels indicated by the actuarial methods. Expected loss reporting patterns are based upon internal and external historical data and assumptions regarding claims reporting trends over a period of time that extends beyond the Company’s own operating history.

 

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Differences between actual reported losses and expected losses are anticipated to occur in any individual period and such deviations may influence future initial expected loss ratios and/or expected loss reporting patterns as the recent actual experience becomes part of the historical data utilized as part of the ongoing reserve estimation process. The Company has demonstrated the impact of changes in the speed of the loss reporting patterns, as well as changes in the expected loss ratios, within the table under the heading “Potential Variability in Reserves for Losses and Loss Expenses” in the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2010 Annual Report on Form 10-K.
Losses and loss expenses for the three and nine months ended September 30, 2011 are summarized as follows:
                         
Three Months Ended   Incurred related to:     Total incurred  
September 30, 2011   Current year     Prior years     losses  
    (U.S. dollars in thousands)          
Insurance:
                       
Short tail
  $ 10,648     $ (4,182 )   $ 6,466  
Long tail
    64,522       (8,501 )     56,021  
Other
    197,447       272       197,719  
 
                 
Total Insurance
    272,617       (12,411 )     260,206  
 
                 
 
                       
Reinsurance:
                       
Short tail
    176,214       (19,342 )     156,872  
Long tail
    50,720       (11,234 )     39,486  
Other
    1,553       (1,426 )     127  
 
                 
Total Reinsurance
    228,487       (32,002 )     196,485  
 
                 
 
                       
Totals
  $ 501,104     $ (44,413 )   $ 456,691  
 
                 
                         
Nine Months Ended   Incurred related to:     Total incurred  
September 30, 2011   Current year     Prior years     losses  
    (U.S. dollars in thousands)          
Insurance:
                       
Short tail
  $ 37,705     $ (18,606 )   $ 19,099  
Long tail
    199,149       (16,551 )     182,598  
Other
    383,797       (35,056 )     348,741  
 
                 
Total Insurance
    620,651       (70,213 )     550,438  
 
                 
 
                       
Reinsurance:
                       
Short tail
    563,209       (52,750 )     510,459  
Long tail
    164,599       (10,624 )     153,975  
Other
    9,954       (4,312 )     5,642  
 
                 
Total Reinsurance
    737,762       (67,686 )     670,076  
 
                 
 
                       
Totals
  $ 1,358,413     $ (137,899 )   $ 1,220,514  
 
                 

 

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Losses and loss expenses for the three and nine months ended September 30, 2011 included $44.4 million and $137.9 million in favorable development of reserves relating to prior accident years, respectively. The favorable loss reserve development experienced during the three and nine months ended September 30, 2011 benefited the Company’s reported loss ratio by approximately 7.9 and 9.6 percentage points, respectively. This net reduction in estimated losses for prior accident years resulted primarily from lower than expected claims emergence across the short tail and long tail reserving groups for the current quarter and all reserving groups for the nine months ended September 30, 2011 included within the Insurance segment and all reserving groups in the Reinsurance segment for both the three and nine months ended September 30, 2011.
For the three and nine months ended September 30, 2011, the Company did not materially alter the two key inputs utilized to establish reserve for losses and loss expenses (initial expected loss ratios and loss reporting patterns) related to prior years for the insurance and reinsurance reserve categories as the variances in reported losses for those reserve categories were within the range of possible results anticipated by the Company.
Insurance
Short Tail Insurance. For the three and nine months ended September 30, 2011, the favorable loss emergence within the short tail insurance reserve category was primarily due to lower than expected reported claims and favorable case reserve development related to the property line of business.
Long Tail Insurance. For the three and nine months ended September 30, 2011, the Company recorded favorable loss emergence within this reserve category primarily due to lower than expected claims activity within the healthcare liability, casualty and professional lines of business. Favorable loss emergence was partially offset by adverse development within the workers’ compensation line of business which the Company exited in 2009.
Other Insurance. The Company recorded modest unfavorable loss emergence within this reserve category for the third quarter of 2011 and favorable loss reserve development for the nine months ended September 30, 2011, primarily due to lower than anticipated agriculture claims settlements for the 2010 crop year.
Reinsurance
Short Tail Reinsurance. For the nine months ended September 30, 2011, the Company recorded favorable loss emergence within this reserve category primarily due to lower than expected claims activity and favorable case reserve development within the catastrophe and surety and other specialty lines of business.
Long Tail Reinsurance. For the three and nine months ended September 30, 2011, the Company recorded favorable loss emergence within this reserve category primarily due to lower than expected claims reported within the Company’s casualty line of business within the Reinsurance segment.
Other Reinsurance. For the three and nine months ended September 30, 2011, the Company recorded a modest amount of favorable loss emergence within this reserve category primarily due to lower than expected claims reported within the agriculture business that is part of the surety and other specialty line of business within the Reinsurance segment.

 

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Losses and loss expenses for the three and nine months ended September 30, 2010 are summarized as follows:
                         
Three Months Ended   Incurred related to:     Total incurred  
September 30, 2010   Current year     Prior years     losses  
    (U.S. dollars in thousands)  
Insurance:
                       
Short tail
  $ 9,085     $ (5,359 )   $ 3,726  
Long tail
    73,178       (3,480 )     69,698  
Other
    99,320       (729 )     98,591  
 
                 
Total Insurance
    181,583       (9,568 )     172,015  
 
                 
 
                       
Reinsurance:
                       
Short tail
    65,220       (17,743 )     47,477  
Long tail
    51,458       (6,902 )     44,556  
Other
    3,005       (921 )     2,084  
 
                 
Total Reinsurance
    119,683       (25,566 )     94,117  
 
                 
 
                       
Totals
  $ 301,266     $ (35,134 )   $ 266,132  
 
                 
                         
Nine Months Ended   Incurred related to:     Total incurred  
September 30, 2010   Current year     Prior years     losses  
    (U.S. dollars in thousands)  
Insurance:
                       
Short tail
  $ 22,447     $ (16,904 )   $ 5,543  
Long tail
    209,766       (4,574 )     205,192  
Other
    232,005       (13,868 )     218,137  
 
                 
Total Insurance
    464,218       (35,346 )     428,872  
 
                 
 
                       
Reinsurance:
                       
Short tail
    279,025       (58,447 )     220,578  
Long tail
    142,665       (6,072 )     136,593  
Other
    8,974       (3,341 )     5,633  
 
                 
Total Reinsurance
    430,664       (67,860 )     362,804  
 
                 
 
                       
Totals
  $ 894,882     $ (103,206 )   $ 791,676  
 
                 
Losses and loss expenses for the three and nine months ended September 30, 2010 included $35.1 million and $103.2 million in favorable development of reserves relating to prior accident years, respectively. The favorable loss reserve development experienced during the three and nine months ended September 30, 2010 benefited the Company’s reported loss ratio by approximately 7.5 and 8.0 percentage points, respectively. This net reduction in estimated losses for prior accident years resulted primarily from lower than expected claims emergence across all reserving groups included within the Insurance and Reinsurance segments.
For the three and nine months ended September 30, 2010, the Company did not materially alter the two key inputs utilized to establish its reserve for losses and loss expenses (initial expected loss ratios and loss reporting patterns) for business related to prior years for the insurance and reinsurance reserve categories as the variances in reported losses for those reserve categories were within the range of possible results anticipated by the Company.

 

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Insurance
Short Tail Insurance. For the three and nine months ended September 30, 2010, the favorable loss emergence within the short tail insurance reserve category was primarily due to lower than expected reported claims and favorable case reserve development related to the property line of business.
Long Tail Insurance. For the three and nine months ended September 30, 2010, the Company recorded favorable loss emergence within this reserve category primarily due to lower than expected claims activity within the professional lines and healthcare liability lines of business. Favorable loss emergence was partially offset by adverse loss emergence related to the workers’ compensation line of business which the Company exited in 2009.
Other Insurance. Lower than anticipated agriculture claims settlements for the 2009 crop year resulted in a reduction in prior years estimated loss and loss expenses within this reserve category for the three and nine months ended September 30, 2010.
Reinsurance
Short Tail Reinsurance. For the three and nine months ended September 30, 2010, the Company recorded favorable loss emergence within this reserve category primarily due to lower than expected claims activity and favorable case reserve development within the catastrophe, property and surety and other specialty lines of business.
Long Tail Reinsurance. For the three and nine months ended September 30, 2010, the Company recorded a modest amount of favorable loss emergence within this reserve category primarily due to lower than expected reported claims within the casualty line of business within the Reinsurance segment.
Other Reinsurance. For the three and nine months ended September 30, 2010, the Company recorded a modest amount of favorable loss emergence within this reserve category, primarily due to lower than expected claims reported within the agriculture business included in the surety and other specialty line of business.
The total reserves for losses and loss expenses recorded on the Company’s balance sheet were comprised of the following at September 30, 2011:
                         
                    Reserve for losses  
    Case Reserves     IBNR Reserves     and loss expenses  
    (U.S. dollars in thousands)  
Insurance:
                       
Short tail
  $ 28,669     $ 24,929     $ 53,598  
Long tail
    387,942       1,194,415       1,582,357  
Other
    370,589       26,092       396,681  
 
                 
Total Insurance
    787,200       1,245,436       2,032,636  
 
                 
 
                       
Reinsurance:
                       
Short tail
    488,768       423,824       912,592  
Long tail
    268,058       689,905       957,963  
Other
    573       6,773       7,346  
 
                 
Total Reinsurance
    757,399       1,120,502       1,877,901  
 
                 
 
                       
Totals
  $ 1,544,599     $ 2,365,938     $ 3,910,537  
 
                 

 

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The total reserves for losses and loss expenses recorded on the Company’s balance sheet were comprised of the following at December 31, 2010:
                         
                    Reserve for losses  
    Case Reserves     IBNR Reserves     and loss expenses  
    (U.S. dollars in thousands)  
Insurance:
                       
Short tail
  $ 14,730     $ 30,600     $ 45,330  
Long tail
    325,750       1,167,648       1,493,398  
Other
    116,687       74,178       190,865  
 
                 
Total Insurance
    457,167       1,272,426       1,729,593  
 
                 
 
                       
Reinsurance:
                       
Short tail
    319,322       351,428       670,750  
Long tail
    248,870       658,514       907,384  
Other
    990       11,210       12,200  
 
                 
Total Reinsurance
    569,182       1,021,152       1,590,334  
 
                 
 
                       
Totals
  $ 1,026,349     $ 2,293,578     $ 3,319,927  
 
                 
Underwriting results by operating segments
The determination of the Company’s business segments is based on the manner in which management monitors the performance of the Company’s underwriting operations. As a result, we report two business segments — Insurance and Reinsurance.
Management measures the Company’s results on the basis of the combined ratio, which is obtained by dividing the sum of the losses and loss expenses, acquisition expenses and general and administrative expenses by net premiums earned. The Company’s historic combined ratios may not be indicative of future underwriting performance. When purchased within a single line of business, ceded reinsurance and recoveries are accounted for within that line of business. When purchased across multiple lines of business, ceded reinsurance and recoveries are allocated to the lines of business in proportion to the related risks assumed. The Company does not manage its assets by segment; accordingly, investment income and total assets are not allocated to the individual business segments. General and administrative expenses incurred by the segments are allocated directly. Remaining general and administrative expenses not directly incurred by the segments are allocated primarily based on estimated consumption, headcount and other variables deemed relevant to the allocation of such expenses. Ceded reinsurance and recoveries are recorded within the segment to which they apply.

 

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Insurance
The following table summarizes the underwriting results and associated ratios for the Company’s Insurance segment for the three and nine months ended September 30, 2011 and 2010.
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2011     2010     2011     2010  
    (U.S. dollars in thousands, except for ratios)  
Revenues
                               
Gross premiums written
  $ 450,451     $ 303,561     $ 1,302,032     $ 999,528  
Ceded premiums written
    (147,241 )     (99,268 )     (393,020 )     (251,307 )
 
                       
Net premiums written
    303,210       204,293       909,012       748,221  
 
                       
Net premiums earned
    318,602       242,766       730,491       616,300  
Other underwriting (loss) income
    (2,875 )     473       (2,875 )     471  
 
                       
 
    315,727       243,239       727,616       616,771  
 
                       
Expenses
                               
Losses and loss expenses
    260,206       172,015       550,438       428,872  
Acquisition expenses
    18,738       17,356       50,907       51,336  
General and administrative expenses
    29,328       29,256       102,361       86,523  
 
                       
 
    308,272       218,627       703,706       566,731  
 
                       
Underwriting income
  $ 7,455     $ 24,612     $ 23,910     $ 50,040  
 
                       
 
                               
Net loss ratio
    81.7 %     70.9 %     75.3 %     69.6 %
Acquisition expense ratio
    5.9 %     7.1 %     7.0 %     8.4 %
General and administrative expense ratio
    9.2 %     12.1 %     14.0 %     14.0 %
 
                       
Combined ratio
    96.8 %     90.1 %     96.3 %     92.0 %
 
                       
Premiums. Gross premiums written for the three and nine months ended September 30, 2011 in the Insurance segment increased by 48.4% and 30.3% over the same periods in 2010, respectively. Gross and net premiums written for each line of business in the Insurance segment were as follows:
                                 
    Three Months Ended September 30,  
    2011     2010  
    Gross     Net     Gross     Net  
    Premiums     Premiums     Premiums     Premiums  
    Written     Written     Written     Written  
    (U.S. dollars in thousands)  
Agriculture
  $ 289,656     $ 185,017     $ 156,162     $ 89,119  
Professional Lines
    39,559       30,812       43,381       38,522  
Casualty
    57,520       37,664       40,538       23,700  
Property
    30,049       17,681       30,295       21,366  
Healthcare Liability
    33,652       32,021       34,024       32,393  
Workers’ Compensation
    15       15       (839 )     (807 )
 
                       
Total
  $ 450,451     $ 303,210     $ 303,561     $ 204,293  
 
                       

 

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    Nine Months Ended September 30,  
    2011     2010  
    Gross     Net     Gross     Net  
    Premiums     Premiums     Premiums     Premiums  
    Written     Written     Written     Written  
    (U.S. dollars in thousands)  
Agriculture
  $ 855,486     $ 577,538     $ 560,531     $ 402,395  
Professional Lines
    124,209       99,560       133,456       115,546  
Casualty
    159,580       107,234       130,172       82,265  
Property
    90,643       56,262       99,976       76,404  
Healthcare Liability
    72,243       68,542       76,782       72,947  
Workers’ Compensation
    (129 )     (124 )     (1,389 )     (1,336 )
 
                       
Total
  $ 1,302,032     $ 909,012     $ 999,528     $ 748,221  
 
                       
The increase in the Insurance segment net premiums written for the three and nine months ended September 30, 2011 compared to the same periods in 2010 was driven by the following factors:
    Growth in agriculture net premiums written due to increased commodity prices for corn, cotton, wheat and soybeans partially offset by a slight reduction in policy counts;
 
    An increase in the casualty line driven by new business emanating from our contract binding authority business which was launched at the end of 2010; and
 
    Declines in the property, healthcare liability and professional lines in both the three and nine month periods due to increased competition which led to either non-renewing business or a move to higher policy attachment points combined with reduced premium retentions.
Net premiums earned by the Company in the Insurance segment increased in both the three and nine months ended September 30, 2011 compared to the same periods in 2010. The increases were primarily due to the increase in net premiums written in the agriculture line in 2011 compared to 2010.
Losses and Loss Expenses. The increases in the net loss ratios in the Company’s Insurance segment for the three and nine months ended September 30, 2011 compared to the same periods in 2010 reflected higher levels of current accident year losses in the agriculture line as a result of drought conditions experienced in the Southwest United States and excess moisture in the Midwest United States in the spring. Higher current year losses also impacted the property line as a result of several small loss events related to storms and flooding. Offsetting these loss increases was a reduction in the current accident year loss ratio in the casualty line which experienced fewer individual risk loss events in 2011 than in 2010. In addition, higher favorable prior year loss reserve development recorded in the agriculture line in 2011 offset the overall increase in losses incurred. During the third quarter and first nine months of 2011, the Company’s previously estimated loss and loss expense reserves for the Insurance segment for prior accident years were reduced by $12.4 million and $70.2 million, respectively, which decreased the net loss ratio by 3.9 and 9.6 percentage points, as compared to reductions of $9.6 million and $35.3 million, which decreased the net loss ratio by 3.9 and 5.7 percentage points, for the three and nine months ended September 30, 2010. The agriculture, property, healthcare liability, casualty and professional lines of business all experienced net reductions in estimated losses for prior accident years in the nine months ended September 30, 2011 as claims have not materialized or were settled for lower amounts than were originally estimated. These net reductions were partially offset by an increase in estimated losses for prior accident years within the workers’ compensation line of business which the Company exited in 2009.
Acquisition Expenses. The Company’s acquisition expense ratios in the Insurance segment decreased during the third quarter and first nine months of 2011 compared to 2010 as a result of a larger portion of the net premiums earned originating from the agriculture line, which has lower net acquisition costs than other lines of business in the Insurance segment.

 

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General and Administrative Expenses. The increase in general and administrative expenses in the Insurance segment for the first nine months of 2011 as compared to 2010 was due to higher personnel costs as the Company has been investing in several new insurance lines of business, which requires higher initial expenses compared to revenues. Growth in net premiums earned resulted in a lower general and administrative expense ratio in the third quarter of 2011 compared to 2010.
Reinsurance
The following table summarizes the underwriting results and associated ratios for the Company’s Reinsurance business segment for the three and nine months ended September 30, 2011 and 2010.
                                 
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2011     2010     2011     2010  
    (U.S. dollars in thousands, except for ratios)  
Revenues
                               
Gross premiums written
  $ 250,415     $ 252,013     $ 902,116     $ 864,483  
Ceded premiums written
    (2,298 )     (4,422 )     (19,171 )     (7,075 )
 
                       
Net premiums written
    248,117       247,591       882,945       857,408  
 
                       
Net premiums earned
    242,891       227,027       700,413       675,077  
Other underwriting income (loss)
    734       (151 )     753       (2,517 )
 
                       
 
    243,625       226,876       701,166       672,560  
 
                       
Expenses
                               
Losses and loss expenses
    196,485       94,117       670,076       362,804  
Acquisition expenses
    53,511       50,087       154,847       146,759  
General and administrative expenses
    29,246       30,267       88,060       87,641  
 
                       
 
    279,242       174,471       912,983       597,204  
 
                       
Underwriting (loss) income
  $ (35,617 )   $ 52,405     $ (211,817 )   $ 75,356  
 
                       
 
                               
Net loss ratio
    81.0 %     41.5 %     95.6 %     53.7 %
Acquisition expense ratio
    22.0 %     22.1 %     22.1 %     21.8 %
General and administrative expense ratio
    12.0 %     13.3 %     12.6 %     13.0 %
 
                       
Combined ratio
    115.0 %     76.9 %     130.3 %     88.5 %
 
                       

 

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Premiums. In the third quarter of 2011, net premiums written in the Reinsurance segment increased by 0.2% over the same period of 2010. In the nine months ended September 30, 2011, net premiums written in the Reinsurance segment increased by 3.0% over the same period in 2010. Gross and net premiums written for each line of business in the Reinsurance segment for the three and nine months ended September 30, 2011 and 2010 were as follows:
                                 
    Three Months Ended September 30,  
    2011     2010  
    Gross     Net     Gross     Net  
    Premiums     Premiums     Premiums     Premiums  
    Written     Written     Written     Written  
    (U.S. dollars in thousands)  
Catastrophe
  $ 46,275     $ 43,868     $ 45,513     $ 41,154  
Casualty
    56,293       56,292       81,167       81,163  
Property
    129,203       129,203       111,395       111,395  
Aerospace and marine
    5,891       6,002       4,184       4,184  
Surety and other specialty
    12,753       12,752       9,754       9,695  
 
                       
Total
  $ 250,415     $ 248,117     $ 252,013     $ 247,591  
 
                       
                                 
    Nine Months Ended September 30,  
    2011     2010  
    Gross     Net     Gross     Net  
    Premiums     Premiums     Premiums     Premiums  
    Written     Written     Written     Written  
    (U.S. dollars in thousands)  
Catastrophe
  $ 330,771     $ 314,328     $ 291,990     $ 287,721  
Casualty
    218,264       217,463       246,060       245,257  
Property
    251,475       251,475       215,916       215,916  
Aerospace and marine
    53,472       51,567       46,381       44,316  
Surety and other specialty
    48,134       48,112       64,136       64,198  
 
                       
Total
  $ 902,116     $ 882,945     $ 864,483     $ 857,408  
 
                       
Net premiums written in the Reinsurance segment for the three and nine months ended September 30, 2011 were $248.1 million and $882.9 million compared to $247.6 million and $857.4 million during the same periods in 2010. The movements in net premiums written in the Reinsurance segment for the third quarter and nine months ended September 30, 2011 compared to the same periods in 2010 were primarily due to the following factors:
    Catastrophe premiums increased as a result of renewals at higher rates and new business recorded on international catastrophe programs. Part of this growth in new business was attributable to relationships established following the assumption of business from Glacier Reinsurance AG in a quota share and renewal rights transaction in the third quarter of 2010. The growth in catastrophe premiums was also attributable to reinstatement premiums recorded in the quarter and first nine months of 2011 related to the various catastrophes;
 
    Growth in the property line of business from the Company’s international operations through new business and increased shares of renewals. In addition, a significant favorable premium adjustment on a 2010 incepting policy contributed $13.2 million to net written premium in the second quarter of 2011 and additional growth upon its renewal in the third quarter; and
 
    Declines in the casualty for the three and nine months ended September 30, 2011 and surety and other lines for the current quarter as a result of non-renewed business.
Net premiums earned by the Company in the Reinsurance segment for the three and nine months ended September 30, 2011 increased compared to the same period in 2010 due to the growth in gross premiums written in more recent periods.

 

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Losses and Loss Expenses. The net loss ratio in the Company’s Reinsurance segment for the three and nine months ended September 30, 2011 increased compared to the same periods in 2010 as a result of multiple catastrophe losses incurred in the period. For the quarter these included Hurricane Irene, Danish floods, and brushfires in Texas. The nine months ended September 30, 2011 also include the Tohuko, Japan earthquake and tsunami, the Christchurch, New Zealand earthquake, Queensland, Australia floods, Midwest United States tornadoes and multiple storms in the Midwest which when accumulated triggered certain aggregate catastrophe contracts. The Company recorded Reinsurance segment losses, net of reinstatement premiums and other loss sensitive accruals, of $91.1 million and $347.2 million in relation to these events for the three and nine months ended September 30, 2011. The net losses from the 2011 events added 38.4 and 50.8 percentage points to the Reinsurance segment’s net loss ratios for the three and nine months ended September 30, 2011. The Company’s Reinsurance segment results for the nine months ended September 30, 2010 were impacted by net losses of $75.0 million in relation to the Chilean earthquake, New Zealand earthquake and Windstorm Xynthia. The Company recorded $32.0 million and $67.7 million of favorable prior year loss reserve development in the three and nine months ended September 30, 2011 compared to $25.6 million and $67.9 million in the three and nine months ended September 30, 2010. During the nine months ended September 30, 2011, the majority of the favorable loss reserve development emanated from the short tail lines of business, in particular the catastrophe line, as claims emergence in these lines was less than originally estimated by the Company.
Acquisition Expenses. The Company’s acquisition expense ratios in the Reinsurance segment for the three and nine months ended September 30, 2011 were comparable to the same periods in 2010.
General and Administrative Expenses. The general and administrative expense ratios in the Reinsurance segment for the three and nine months ended September 30, 2011 reduced slightly compared to those in the same periods in 2010 due to modest growth in net premiums earned and lower annual incentive expense.
Liquidity and Capital Resources
Endurance Holdings is a holding company that does not have any significant operations or assets other than its ownership of the shares of its direct and indirect subsidiaries. Endurance Holdings relies primarily on dividends and other permitted distributions from its insurance subsidiaries to pay its operating expenses, interest on debt and dividends, if any, on its ordinary shares, its 7.75% Non-Cumulative Preferred Shares, Series A (“Series A Preferred Shares”) and its 7.5% Non-Cumulative Preferred Shares, Series B (“Series B Preferred Shares”). There are restrictions on the payment of dividends by the Company’s insurance subsidiaries as described in more detail below.
Ability of Subsidiaries to Pay Dividends. The ability of Endurance Bermuda to pay dividends is dependent on its ability to meet the requirements of applicable Bermuda law and regulations. Under Bermuda law, Endurance Bermuda may not declare or pay a dividend if there are reasonable grounds for believing that Endurance Bermuda is, or would after the payment be, unable to pay its liabilities as they become due, or the realizable value of Endurance Bermuda’s assets would thereby be less than the aggregate of its liabilities and its issued share capital and share premium accounts. Further, Endurance Bermuda, as a regulated insurance company in Bermuda, is subject to additional regulatory restrictions on the payment of dividends or distributions. As of September 30, 2011, Endurance Bermuda could pay a dividend or return additional paid-in capital totaling approximately $545.8 million (December 31, 2010 — $640.4 million) without prior regulatory approval based upon the Bermuda insurance and corporate regulations.
Endurance U.S. Reinsurance, Endurance American, Endurance American Specialty and Endurance Risk Solutions are subject to regulation by the State of Delaware Department of Insurance and ARMtech is subject to regulation by the Texas Department of Insurance. Dividends for each U.S. operating subsidiary are limited to the greater of 10% of policyholders’ surplus or statutory net income, excluding realized capital gains. In addition, dividends may only be declared or distributed out of earned surplus. At December 31, 2010, Endurance U.S. Reinsurance, Endurance American, Endurance Risk Solutions and Endurance American Specialty did not have earned surplus; therefore, these companies are precluded from declaring or distributing dividends at September 30, 2011 without the prior approval of the applicable insurance regulator. At September 30, 2011, ARMtech (with notice to the Texas Department of Insurance) could pay dividends of $2.8 million without prior regulatory approval from the applicable regulators. In addition, any dividends paid by Endurance American, Endurance American Specialty and Endurance Risk Solutions would be subject to the dividend limitation of their respective parent insurance companies.

 

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Under the jurisdiction of the United Kingdom’s Financial Services Authority (“FSA”), Endurance U.K. must maintain a margin of solvency at all times, which is determined based on the type and amount of insurance business written. The FSA regulatory requirements impose no explicit restrictions on Endurance U.K.’s ability to pay a dividend, but Endurance U.K. would have to notify the FSA 28 days prior to any proposed dividend payment. Dividends may only be distributed from profits available for distributions. At September 30, 2011, Endurance U.K. did not have profits available for distributions.
Cash and Invested Assets. The Company’s aggregate invested assets, including fixed maturity investments, short term investments, equity securities, other investments, cash and cash equivalents and pending securities transactions, as of September 30, 2011 totaled $6.4 billion compared to aggregate invested assets of $6.2 billion as of December 31, 2010. The increase in invested assets since December 31, 2010 resulted from collections of premiums on insurance policies and reinsurance contracts, the proceeds from our offering of $230.0 million of Series B Preferred Shares, as discussed below, and investment income, offset by losses and loss expenses paid, interest and dividends paid, acquisition expenses paid, reinsurance premiums paid, general and administrative expenses paid and repurchases of the Company’s ordinary shares.
As of September 30, 2011 and December 31, 2010, the Company had pledged cash and cash equivalents and fixed maturity investments of $129.9 million and $143.6 million, respectively, in favor of certain ceding companies to collateralize obligations. As of September 30, 2011 and December 31, 2010, the Company had also pledged $467.5 million and $500.9 million of its cash and fixed maturity investments to meet collateral obligations for $403.3 million and $439.3 million in letters of credit outstanding under its credit facility, respectively. In addition, at September 30, 2011 and December 31, 2010, cash and fixed maturity investments with fair values of $370.6 million and $369.1 million were on deposit with U.S. state regulators, respectively, and cash and fixed maturity investments with fair values of $10.3 million and $10.7 million were on deposit with Canadian regulators, respectively.
During the nine month periods ended September 30, 2011 and 2010, the Company used its capital to repurchase its ordinary shares and share equivalents in open market and private transactions. On January 28, 2011, the Company repurchased 7,143,056 ordinary shares and options to purchase 10,000 ordinary shares from two affiliated funds of Perry Corp., a founding shareholder of the Company. The aggregate repurchase price for the shares and the options was $321.5 million. The repurchase price per ordinary share was $44.99 per share. The ordinary shares acquired by the Company represented approximately 15% of its ordinary shares outstanding at December 31, 2010. Endurance Holdings funded the repurchase of these shares primarily from calling an outstanding loan between Endurance Holdings and Endurance Bermuda. Endurance Bermuda funded the settlement of the loan from its existing cash and investments. The repurchase does not impact the dividend payment capacity of Endurance Bermuda for 2011.
Preferred Share Issuance. On June 1, 2011, Endurance Holdings issued 9,200,000 shares of its Series B Preferred Shares. The Series B Preferred Shares sold in the offering were registered under the Securities Act of 1933, as amended, and are traded on the New York Stock Exchange. The Series B Preferred Shares were issued at a price to the public of $25.00 per share. Endurance Holdings received net proceeds from this offering of $224.0 million after expenses and underwriting discounts. The proceeds from this offering were used to provide additional capital to Endurance Holdings’ subsidiaries and for other general corporate purposes.
The Series B Preferred Shares have no stated maturity date and are redeemable in whole or in part at the option of Endurance Holdings any time after June 1, 2016 at a redemption price of $25.00 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Endurance Holdings may redeem all but not less than all of the Series B Preferred Shares before that date at a redemption price of $26.00 per share, plus any declared and unpaid dividends, to the date of redemption, if Endurance Holdings is required to submit a proposal to the holders of the Series B Preferred Shares concerning an amalgamation, consolidation, merger, similar corporate transaction or change in Bermuda law.
Dividends on the Series B Preferred Shares, when, as and if declared by the Board of Directors of Endurance Holdings or a duly authorized committee of the board, accrue and are payable on the liquidation preference amount from the original issue date, quarterly in arrears on each dividend payment date, at an annual rate of 7.5%. Any such dividends to be distributed to the holders of the Series B Preferred Shares are computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends on the Series B Preferred Shares are not cumulative.
Upon any voluntary or involuntary liquidation, dissolution or winding-up of Endurance Holdings, holders of the Series B Preferred Shares and any parity shares are entitled to receive out of Endurance Holdings’ assets available for distribution to shareholders, before any distribution is made to holders of Endurance Holdings’ common equity securities, a liquidating distribution in the amount of $25.00 per Series B Preferred Share plus any declared and unpaid dividends, without accumulation of any undeclared dividends.
Holders of the Series B Preferred Shares have no voting rights, except with respect to certain fundamental changes in the terms of the Series B Preferred Shares and in the case of certain dividend non-payments or as otherwise required by Bermuda law or Endurance Holdings’ bye-laws.

 

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Credit Facility. Under the Company’s amended and restated credit facility, the Company and its subsidiaries have access to a revolving line of credit of up to $1,175.0 million which expires May 8, 2012. As of September 30, 2011, there were no borrowings under this facility and letters of credit outstanding under the facility were $403.3 million.
Historically, the operating subsidiaries of the Company have generated sufficient cash flows to meet all of their obligations. Because of the inherent volatility of the business written by the Company, the seasonality in the timing of payments by ceding companies, the irregular timing of loss payments, the impact of a change in interest rates on the Company’s investment returns as well as seasonality in coupon payment dates for fixed maturity investments, cash flows from the Company’s operating activities may vary significantly between periods. The Company expects to continue to generate positive operating cash flows through 2011, absent the occurrence of additional significant catastrophic events. In the event that paid losses accelerate beyond the ability to fund such payments from operating cash flows, the Company would use its cash balances available, liquidate a portion of its investment portfolio, access its existing credit facility, or arrange for additional financing. However, there can be no assurance that the Company will be successful in executing these strategies.
Currency and Foreign Exchange
The Company’s functional currencies are U.S. dollars for its U.S. and Bermuda operations and British Sterling for its U.K. operations. The reporting currency for all operations is U.S. dollars. The Company maintains a portion of its investments and liabilities in currencies other than the U.S. dollar. The Company has made a significant investment in the capitalization of Endurance U.K, which is subject to the FSA’s rules concerning the matching of the currency of its assets to the currency of its liabilities. Depending on the profile of Endurance U.K.’s liabilities, it may be required to hold some of its assets in currencies corresponding to the currencies of its liabilities. The Company may, from time to time, experience gains or losses resulting from fluctuations in the values of foreign currencies, which could have a material adverse effect on the Company’s results of operations.
Assets and liabilities of foreign operations whose functional currency is not the U.S. dollar are translated at exchange rates in effect at the balance sheet date. Revenues and expenses of such foreign operations are translated at average exchange rates during the year. The effect of the translation adjustments for foreign operations is included in accumulated other comprehensive (loss) income.
Other monetary assets and liabilities denominated in foreign currencies are revalued at the exchange rates in effect at the balance sheet date with the resulting foreign exchange gains and losses included in earnings. Revenues and expenses denominated in foreign currencies are translated at the prevailing exchange rate on the transaction date.
Effects of Inflation
The effects of inflation could cause the severity of claims to rise in the future. The Company’s estimates for losses and loss expenses include assumptions about future payments for settlement of claims and claims handling expenses, such as medical treatments and litigation costs. To the extent inflation causes these costs to increase above reserves established for these claims, the Company will be required to increase the reserve for losses and loss expenses with a corresponding reduction in its earnings in the period in which the deficiency is identified. In addition, inflation could lead to higher interest rates causing the current unrealized gain position on the Company’s fixed maturity portfolio to decrease or become an unrealized loss position. The current short duration of the Company’s fixed maturity portfolio has the potential to help reduce the negative effects of higher interest rates on the Company’s fixed maturity portfolio. The Company may also choose to hold its fixed income investments to maturity which would result in the unrealized gains largely amortizing through net investment income.
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements contained herein, and certain statements that the Company may make in press releases or that Company officials may make orally, may include forward-looking statements which reflect the Company’s current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to us in general and the insurance and reinsurance sectors specifically, both as to underwriting and investment matters. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “seek,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

 

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All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:
    the effects of competitors’ pricing policies, and of changes in laws and regulations on competition, including those regarding contingent commissions, industry consolidation and development of competing financial products;
 
    greater frequency or severity of claims and loss activity, including as a result of natural or man-made catastrophic events, than our underwriting, reserving or investment practices have anticipated;
 
    greater frequency or severity of loss activity, as a result of changing climate conditions;
 
    changes in market conditions in the agriculture industry, which may vary depending upon demand for agricultural products, weather, commodity prices, natural disasters, technological advances in agricultural practices, changes in U.S. and foreign legislation and policies related to agricultural products and producers;
 
    termination of or changes in the terms of the U.S. multiple peril crop insurance program and termination or changes to the U.S. farm bill, including modifications to the Standard Reinsurance Agreement put in place by the Risk Management Agency of the U.S. Department of Agriculture;
 
    decreased demand for property and casualty insurance or reinsurance or increased competition due to an increase in capacity of property and casualty insurers and reinsurers;
 
    changes in the availability, cost or quality of reinsurance or retrocessional coverage;
 
    the inability to renew business previously underwritten or acquired;
 
    the inability to obtain or maintain financial strength or claims-paying ratings by one or more of our subsidiaries;
 
    our ability to effectively integrate acquired operations and to continue to expand our business;
 
    uncertainties in our reserving process, including the potential for adverse development of our loss reserves or failure of our loss limitation methods;
 
    the ability of the counterparty institutions with which we conduct business to continue to meet their obligations to us;
 
    the failure or delay of the Florida Citizens Property Insurance Corporation, the Florida Hurricane Catastrophe Fund or private market participants in Florida to promptly pay claims, particularly following a large windstorm or of multiple smaller storms;
 
    our continued ability to comply with applicable financial standards and restrictive covenants, the breach of which could trigger significant collateral or prepayment obligations;
 
    Endurance Holdings or Endurance Bermuda becomes subject to income taxes in jurisdictions outside of Bermuda;
 
    changes in tax regulations or laws applicable to us, our subsidiaries, brokers or customers;
 
    state, federal and foreign regulations that impede our ability to charge adequate rates and efficiently allocate capital;
 
    changes in insurance regulations in the U.S. or other jurisdictions in which we operate, including the implementation of Solvency II by the European Commission and the establishment of the Federal Insurance Office and other regulatory changes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 in the United States;

 

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    reduced acceptance of our existing or new products and services;
 
    loss of business provided by any one of a few brokers on whom we depend for a large portion of our revenue, and our exposure to the credit risk of our brokers;
 
    assessments by states for high risk or otherwise uninsured individuals;
 
    the impact of acts of terrorism and acts of war;
 
    the effects of terrorist related insurance legislation and laws;
 
    loss of key personnel;
 
    political stability of Bermuda;
 
    changes in the political environment of certain countries in which we operate or underwrite business;
 
    changes in accounting regulation, policies or practices;
 
    our investment performance;
 
    the valuation of our invested assets and the determination of impairments of those assets, if any;
 
    the possible downgrade of U.S. government securities by credit rating agencies, and the resulting effect on the value of U.S. government and other securities in our investment portfolio as well as the uncertainty in the market generally;
 
    the breach of our investment guidelines or the inability of those guidelines to mitigate investment risk;
 
    the need for additional capital in the future which may not be available or only available on unfavorable terms;
 
    actions by our competitors, many of which are larger or have greater financial resources than we do;
 
    the ability to maintain the availability of our systems and safeguard the security of our data in the event of a disaster or other unanticipated event; and
 
    changes in general economic conditions, including inflation, foreign currency exchange rates, interest rates, and other factors.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our 2010 Annual Report on Form 10-K, including the risk factors set forth in Item 1A thereof and hereof. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3.   Quantitative and Qualitative Disclosures About Market Risk
Equity Price Risk. The Company invests a portion of its investment portfolio in marketable equity securities (fair market value of $49.3 million) at September 30, 2011. These equity investments are exposed to equity price risk, defined as the potential that the Company incurs an economic loss due to a decline of common stock prices. Beta analysis is used to measure the sensitivity of our equity portfolio to changes in the value of the S&P 500 Index (an index representative of the broad equity market). Our current equity portfolio excluding perpetual preferred equities has a beta of 0.83 in comparison to the S&P 500 Index.

 

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In addition to beta analysis, a sensitivity analysis can be used to assess equity price risk under varying conditions. The base sensitivity analysis below uses market scenarios of the S&P 500 Index declining both 10 percent and 20 percent to determine the impact of such a decline on the value of the Company’s equity securities. These scenarios would result in approximate decreases in the fair market value of the Company’s equity securities of $4.1 million and $8.2 million, respectively. As we designate all equities as available-for-sale, these fair value declines would impact the Company’s Consolidated Balance Sheet.
                                                                         
    20%     %     10%     %     September 30,     10%     %     20%     %  
    decrease     change     decrease     change     2011     increase     change     increase     change  
    (U.S. dollars in thousands)  
Equities
  $ (8,167 )     (16.56 )%   $ (4,084 )     (8.28 )%   $ 49,323     $ 4,084       8.28 %   $ 8,167       16.56 %
Total invested assets(1)
  $ (8,167 )     (0.13 )%   $ (4,084 )     (0.06 )%   $ 6,362,764     $ 4,084       0.06 %   $ 8,167       0.13 %
Shareholders’ equity
  $ (8,167 )     (0.31 )%   $ (4,084 )     (0.15 )%   $ 2,635,950     $ 4,084       0.15 %   $ 8,167       0.31 %
     
(1)   Includes total investments and cash and cash equivalents net of investments pending settlement.
The changes described above do not take into account any potential mitigating impact from the Company’s fixed income or alternative investment portfolios or the impact of taxes.
Derivative Counterparty Credit Risk. In addition to the Company’s exposure to credit risk as a holder of fixed maturity investments, short-term investments, equity securities and alternative funds and high yield loan funds, and the Company’s exposure to credit risk as relates to reinsurance and retrocessional recoverables, the Company also has credit risk exposure as a party to derivative financial instruments. In order to mitigate the risks associated with derivatives, the Company diversifies its counterparty credit risk, ensures that the counterparties to its derivative contracts are credit worthy and monitors on a regular basis its exposure by counterparty in order to mitigate the counterparty credit risks associated with its derivative contracts. In addition, counterparty risk is mitigated by the periodic receipt of payment of margin. At September 30, 2011, the Company’s absolute notional value of derivative contracts was $1,018.0 million, while the net asset position of those derivative contracts was $0.5 million.
Derivative Interest Rate Risk. The Company uses interest rate futures and swaps within our portfolio of fixed maturity investments to manage our exposure to interest rate risk, which can include increasing or decreasing our exposure to this risk. At September 30, 2011, we had $200.0 million of notional long positions and $3.0 million of notional short positions of Eurodollar futures contracts and interest rate swaps. We account for these derivatives at fair value and record them in our consolidated balance sheet as other assets or other liabilities depending on the rights or obligations. The fair value of these derivatives as recognized in other assets and liabilities in our consolidated balance sheet at September 30, 2011, was $0.2 million.
The aggregate hypothetical loss generated from an immediate upward parallel shift in the treasury yield curve of 100 basis points would cause a decrease in market value of our net position in the Eurodollar futures contracts and interest rate swaps of approximately $1.1 million at September 30, 2011. Credit spreads are assumed to remain constant in these hypothetical examples.
Other than set forth above, there have been no material changes in market risk from the information provided under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Quantitative and Qualitative Information about Market Risk” included in the Company’s 2010 Annual Report on Form 10-K.

 

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Item 4.   Controls and Procedures
a) Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.
(b) Internal Control Over Financial Reporting. There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s third fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II
OTHER INFORMATION
Item 1.   Legal Proceedings
We are party to various legal proceedings generally arising in the normal course of our business. While any proceeding contains an element of uncertainty, we do not believe that the eventual outcome of any litigation or arbitration proceeding to which we are presently a party could have a material adverse effect on our financial condition or business. Pursuant to our insurance and reinsurance agreements, disputes are generally required to be finally settled by arbitration.
Item 1A.   Risk Factors
Before investing in any of our securities, you should carefully consider the risk factors and all other information set forth in our 2010 Annual Report on Form 10-K, as supplemented by the following risk factors and other information in this on Form 10-Q. These risks could materially affect our business, results of operations or financial condition and cause the trading price of our securities to decline. You could lose all or part of your investment. The headings used in this section are solely to aid the reader as to general categories of risks related to investing in the Company. The risk factors listed may apply to more than one category or to the Company generally. Accordingly, the headings used in this section should not be construed as limiting in any manner the general applicability of any of the risk factors included in this section
We are exposed to equity market and derivative financial instrument risks, which may adversely affect our results of operations, financial condition or liquidity.
We are exposed to risks associated with our investments in equity securities and investments in derivative financial instruments, which are subject to significant financial and capital markets risk, including changes in interest rates, credit spreads, equity prices, real estate markets, foreign currency exchange rates, market volatility, the performance of the economy in general, the performance of the specific securities included in our investment portfolio and other factors outside our control.
Our exposure to equity price risk relates primarily to equity market price variability. Although we take measures to manage the economic risks of investing in a changing equity market, we may not be able to adequately mitigate the equity risk of our assets relative to our liabilities, which could have an adverse effect on our results of operations, financial condition or liquidity.
Losses due to defaults by our derivative counterparties could adversely affect the value of our investments, results of operations, financial condition or cash flows.
Derivative counterparties may default on the amounts they owe to us due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons. The occurrence of a major economic downturn, acts of corporate malfeasance, widening risk spreads or other events that adversely impact our derivative counterparties or the collateral supporting our derivative instruments could cause our net income to decline and have a material adverse effect on our financial condition.

 

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Our failure to comply with the financial strength standards governing our derivative instruments could obligate us to post collateral or settle our outstanding derivative instruments.
Certain of the Company’s derivative agreements contain provisions that are tied to the financial strength ratings of the individual legal entity that entered into the derivative agreement as set by nationally recognized statistical rating agencies. If the legal entity’s financial strength were to fall below certain ratings, the counterparties to the derivative agreements could demand immediate and ongoing full collateralization and in certain instances demand immediate settlement of all outstanding derivative positions traded under each impacted bilateral agreement. The settlement amount is determined by netting the derivative positions transacted under each agreement. If the termination rights were to be exercised by the counterparties, it could have a material adverse effect on the Company’s liquidity, financial condition, results of operations and ability to conduct hedging activities by increasing the associated costs and decreasing the willingness of counterparties to transact with the legal entity.
The further downgrade of U.S. government securities by credit rating agencies could adversely impact the value of the U.S. government and other securities in our investment portfolio and create uncertainty in the market generally.
The further downgrade of the U.S. government securities by credit rating agencies has the potential to adversely impact the value of the U.S. government and other securities in our investment portfolio. A further downgrade in the rating of U.S. government securities may cause the Company’s investment portfolio’s average credit rating to fall and may result in the Company no longer being in compliance with its current Investment Policy at its current level of U.S. government security holdings. In addition to the foregoing, a further downgrade in the rating of U.S. government securities may have an adverse impact on fixed income markets, which in turn could cause our net income to decline or have a material adverse effect on our financial condition.
Other than set forth above, there have been no material changes to the risk factors disclosed in Item 1A. Risk Factors in our 2010 Annual Report on Form 10-K.
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
ISSUER PURCHASES OF EQUITY SECURITIES
                                 
                            (d) Maximum Number  
                    (c) Total Number     (or Approximate Dollar  
                    of Shares     Value) of Shares  
    (a) Total     (b) Average     Purchased as Part of     that May Yet Be  
    Number of     Price Paid     Publicly Announced     Purchased Under the  
Period   Shares Purchased(1)     per Share     Plans or Programs(1) (2)     Plans or Programs(1) (2)  
July 1, 2011 – July 31, 2011
        $             2,458,354  
August 1, 2011 – August 31, 2011
        $             2,458,354  
September 1, 2011 – September 30, 2011
        $             2,458,354  
 
                           
Total
        $             2,458,354  
 
                           
     
(1)   Ordinary shares or share equivalents.
 
(2)   At its meeting on August 12, 2010, the Board of Directors of the Company authorized the repurchase of up to a total of 7,000,000 ordinary shares and share equivalents through November 9, 2011, superceding all previous authorizations.

 

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Item 3.   Defaults Upon Senior Securities
None
Item 4.   (Removed and Reserved)
Not applicable
Item 5.   Other Information
None
Item 6.   Exhibits
(a) The following sets forth those exhibits filed pursuant to Item 601 of Regulation S-K:
         
Exhibit    
Number   Description
     
  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    
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  101    
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Balance Sheets as at September 30, 2011 (unaudited) and December 31, 2010; (ii) the Unaudited Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the three and nine months ended September 30, 2011 and 2010; (iii) the Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2011 and 2010; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010; and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2011 and 2010.

 

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  ENDURANCE SPECIALTY HOLDINGS LTD.
 
 
Date: November 8, 2011  By:   /s/ David Cash    
    David Cash   
    Chief Executive Officer   
     
Date: November 8, 2011  By:   /s/ Michael J. McGuire    
    Michael J. McGuire   
    Chief Financial Officer (Principal Financial Officer)   

 

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