10-Q 1 ahl10-qq12019doc.htm 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 ___________________________________________________________
Form 10-Q
 ____________________________________________________________
  
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2019
Or 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-31909 
  ____________________________________________________________
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ASPEN INSURANCE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter) 
  ____________________________________________________________
 
Bermuda
 
Not Applicable
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
141 Front Street
Hamilton, Bermuda
 
HM 19
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code
(441) 295-8201
___________________________________________________________
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý (measured as of June 30, 2018)
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
 
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act .¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes   ¨    No ý 
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
 
Trading Symbol(s)
Name of Each Exchange on Which Registered
5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares
AHL/PRC
New York Stock Exchange, Inc.
5.625% Perpetual Non-Cumulative Preference Shares
AHL/PRD
New York Stock Exchange, Inc.

As at March 31, 2019, there was 60,395,839 outstanding ordinary shares, with a par value of $0.01 per ordinary share, outstanding.


INDEX
 
 
 
Page
 
Item 1.
 
Unaudited Condensed Consolidated Balance Sheets as at March 31, 2019 and December 31, 2018
 
Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income for the Three Months Ended March 31, 2019 and 2018
 
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2019 and 2018
 
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
CERTIFICATIONS
 

2

PART I
FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

ASPEN INSURANCE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As at March 31, 2019 and December 31, 2018
($ in millions, except share and per share amounts)
 
As at March 31,
2019
 
As at December 31, 2018
ASSETS
 
 
 
Investments:
 
 
 
Fixed income securities, available for sale at fair value
(amortized cost — $5,016.5 and $5,282.3)
$
5,040.5

 
$
5,230.7

Fixed income securities, trading at fair value
(amortized cost — $1,273.1 and $1,205.0)
1,289.3

 
1,187.8

Short-term investments, available for sale at fair value
(amortized cost — $160.7 and $105.6)
160.9

 
105.6

Short-term investments, trading at fair value
(amortized cost — $ 81.0 and $9.5)
81.0


9.5

Catastrophe bonds, trading at fair value (cost — $39.5 and $37.9)
38.1

 
36.2

Investments, equity method
67.0

 
67.1

Other investments
104.0

 
102.5

Total investments
6,780.8

 
6,739.4

Cash and cash equivalents (including $21.2 and $26.9 within consolidated variable interest entities)
975.9

 
1,083.7

Reinsurance recoverables
 
 
 
Unpaid losses
2,122.9

 
2,077.6

Ceded unearned premiums
647.5

 
558.8

Receivables
 
 
 
Underwriting premiums
1,686.6

 
1,459.3

Other
139.9

 
121.2

Funds withheld
92.0

 
91.8

Deferred policy acquisition costs
288.4

 
248.5

Derivatives at fair value
10.8

 
14.6

Receivables for securities sold
6.4

 
3.2

Office properties and equipment
72.5

 
73.1

Right-of-use operating lease assets
91.4

 
—

Deferred tax assets
35.6

 
35.4

Other assets
1.5

 
—

Intangible assets and goodwill
25.9

 
26.3

Total assets
$
12,978.1

 
$
12,532.9

See accompanying notes to unaudited condensed consolidated financial statements.



3


ASPEN INSURANCE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
As at March 31, 2019 and December 31, 2018
($ in millions, except share and per share amounts)
 
 
As at March 31,
2019
 
As at December 31, 2018
LIABILITIES
 
 
 
Insurance reserves
 
 
 
Losses and loss adjustment expenses
$
7,000.3

 
$
7,074.2

Unearned premiums
1,917.6

 
1,709.1

Total insurance reserves
8,917.9

 
8,783.3

Payables
 
 
 
Reinsurance premiums
544.2

 
405.6

Current taxation
5.0

 
0.1

Accrued expenses and other payables
218.5

 
248.1

Operating lease liabilities
93.9

 
—

Liabilities under derivative contracts
56.7

 
15.1

Total payables
918.3

 
668.9

Long-term debt
424.7

 
424.7

Total liabilities
$
10,260.9

 
$
9,876.9

Commitments and contingent liabilities (see Note 17)
—

 
—

SHAREHOLDERS’ EQUITY
 
 
 
Ordinary shares:
 
 
 
60,395,839 shares of par value $0.01
(December 31, 2018 - 59,743,156 shares of par value 0.15144558¢ each)
$
0.6

 
$
0.1

Preference shares:
 
 
 
11,000,000 5.95% shares of par value 0.15144558¢ each
(December 31, 2017 — 11,000,000)
—

 
—

10,000,000 5.625% shares of par value 0.15144558¢ each
(December 31, 2017 — 10,000,000)
—

 
—

Non-controlling interest
3.5

 
3.7

Additional paid-in capital
967.8

 
967.5

Retained earnings
1,807.4

 
1,806.6

Accumulated other comprehensive income, net of taxes
(62.1
)
 
(121.9
)
Total shareholders’ equity
2,717.2

 
2,656.0

Total liabilities and shareholders’ equity
$
12,978.1

 
$
12,532.9

See accompanying notes to unaudited condensed consolidated financial statements.

4

ASPEN INSURANCE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE INCOME (1) 
($ in millions)
 
Three Months Ended March 31,
 
2019
 
2018
Revenues
 
 
 
Net earned premium
$
510.6

 
$
533.5

Net investment income
51.5

 
47.3

Realized and unrealized investment gains
42.0

 
100.6

Other income
1.7

 
2.1

Total revenues
605.8

 
683.5

Expenses
 
 
 
Losses and loss adjustment expenses
311.8

 
310.2

Amortization of deferred policy acquisition costs
88.2

 
90.8

General, administrative and corporate expenses
137.3

 
121.0

Interest on long-term debt
5.5

 
7.4

Change in fair value of derivatives
53.3

 
(23.5
)
Change in fair value of loan notes issued by variable interest entities
1.5

 
(1.0
)
Realized and unrealized investment losses
6.2

 
138.3

Net realized and unrealized foreign exchange (gains)/losses
(5.1
)
 
4.7

Other expenses
0.9

 
1.2

Total expenses
599.6

 
649.1

Income from operations before income tax
6.2

 
34.4

Income tax benefit/(expense)
4.4

 
(3.6
)
Net income
$
10.6

 
$
30.8

Amount attributable to non-controlling interest
0.2

 
(0.2
)
Net income attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
$
10.8

 
$
30.6

Other Comprehensive Income/(Loss):
 
 
 
Available for sale investments:
 
 
 
Reclassification adjustment for net realized gains on investments included in net income
$
0.2

 
$
(0.1
)
Change in net unrealized gains/(losses) on available for sale securities held
75.4

 
(82.8
)
Net change from current period hedged transactions
1.7

 
0.9

Change in foreign currency translation adjustment
(14.7
)
 
(8.1
)
Other comprehensive income/(loss), gross of tax
62.6

 
(90.1
)
Tax thereon:
 
 
 
Reclassification adjustment for net realized gains on investments included in net income
—

 
0.1

Change in net unrealized (losses)/gains on available for sale securities held
(5.2
)
 
5.4

Net change from current period hedged transactions
(0.1
)
 
(0.2
)
Change in foreign currency translation adjustment
2.5

 
1.6

Total tax on other comprehensive income
(2.8
)
 
6.9

Other comprehensive income/(loss), net of tax
59.8

 
(83.2
)
Total comprehensive income/(loss) attributable to Aspen Insurance Holdings Limited’s ordinary shareholders
$
70.6

 
$
(52.6
)
See accompanying notes to unaudited condensed consolidated financial statements.
(1) On February 15, 2019, the Company completed its previously announced merger (the “Merger”) with Highlands Merger Sub, Ltd. (“Merger Sub”), a wholly owned subsidiary of Highlands Holdings, Ltd. (“Parent”). As a result of the Merger, a change in control of the Company occurred and the Company is now a wholly owned subsidiary of Parent. At the effective time of the Merger, each of the Company’s issued and outstanding ordinary shares (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings. The ordinary shares of the Company ceased trading on the New York Stock Exchange prior to the opening of trading on February 15, 2019. Therefore, earnings per share data is no longer considered meaningful for both the current reporting period and for the comparative period and has been excluded. For more information on the Merger, refer to Note 1 of these unaudited condensed consolidated financial statements.

5


ASPEN INSURANCE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
($ in millions)
 
Three Months Ended March 31,
 
2019
 
2018
Ordinary shares
 
 
 
Beginning of the period
$
0.1

 
$
0.1

Ordinary shares canceled
(0.1
)
 
—

New ordinary shares issued
0.6

 
—

End of the period
0.6

 
0.1

Preference shares
 
 
 
Beginning and end of the period
—

 
—

Non-controlling interest
 
 
 
Beginning of the period
3.7

 
2.7

Net change attributable to non-controlling interest for the period
(0.2
)
 
0.2

End of the period
3.5

 
2.9

Additional paid-in capital
 
 
 
Beginning of the period
967.5

 
954.7

New ordinary shares issued
0.3

 
0.2

Share-based compensation
—

 
4.6

End of the period
967.8

 
959.5

Retained earnings
 
 
 
Beginning of the period
1,806.6

 
2,026.9

Net income for the period
10.6

 
30.8

Dividends on ordinary shares
—

 
(14.3
)
Dividends on preference shares
(7.6
)
 
(7.6
)
Net change attributable to non-controlling interest for the period
0.2

 
(0.2
)
Operating leases(1)
(2.4
)
 
—

End of the period
1,807.4

 
2,035.6

Accumulated other comprehensive income:
 
 
 
Cumulative foreign currency translation adjustments, net of taxes:
 
 
 
Beginning of the period
(55.4
)
 
(67.7
)
Change for the period, net of income tax
(12.2
)
 
(6.5
)
End of the period
(67.6
)
 
(74.2
)
Gain on derivatives, net of taxes:
 
 
 
Beginning of the period
0.3

 
2.1

Net change from current period hedged transactions
1.6

 
0.7

End of the period
1.9

 
2.8

Unrealized appreciation on investments, net of taxes:
 
 
 
Beginning of the period
(66.8
)
 
9.7

Change for the period, net of taxes
70.4

 
(77.4
)
End of the period
3.6

 
(67.7
)
Total accumulated other comprehensive (loss), net of taxes
(62.1
)
 
(139.1
)
 
 
 
 
Total shareholders’ equity
$
2,717.2

 
$
2,859.0

 

(1) The $2.4 million relates to the cumulative effect-adjustment to opening retained earnings as a result of the recognition of operating lease right-of-use assets and corresponding liabilities on the balance sheet following the adoption of ASU 2016-02. The adjustment has been applied using a modified retrospective approach.
See accompanying notes to unaudited condensed consolidated financial statements.

6

ASPEN INSURANCE HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
 
 
Three Months Ended March 31,
 
2019
 
2018
Cash flows (used in) operating activities:
 
 
 
Net income
$
10.6

 
$
30.8

Proportion due to non-controlling interest
0.2

 
(0.2
)
Adjustments to reconcile net income to net cash flows from operating activities:
 
 
 
Depreciation and amortization
8.9

 
10.6

Share-based compensation
—

 
4.6

Realized and unrealized investment gains
(42.0
)
 
(100.6
)
Realized and unrealized investment losses
6.2

 
138.3

Deferred taxes
(0.2
)
 
0.6

Change in fair value of loan notes issued by variable interest entities
1.5

 
(1.0
)
Net realized and unrealized investment foreign exchange losses/(gains)
38.7

 
(1.7
)
Net change from current period hedged transactions
1.6

 
0.7

Amortization of right-of-use operating lease assets
3.3

 
—

Interest on operating lease liabilities
1.2

 
—

Changes in:
 
 
 
Insurance reserves:
 
 
 
Losses and loss adjustment expenses
(132.0
)
 
(91.8
)
Unearned premiums
203.4

 
274.9

Reinsurance recoverables:
 
 
 
Unpaid losses
(43.9
)
 
(90.4
)
Ceded unearned premiums
(88.1
)
 
(167.7
)
Other receivables
(19.1
)
 
42.8

Deferred policy acquisition costs
(39.3
)
 
(25.5
)
Reinsurance premiums payable
139.2

 
130.5

Funds withheld
(0.2
)
 
(3.1
)
Premiums receivable
(236.4
)
 
(240.7
)
Income tax payable
5.5

 
(3.6
)
Accrued expenses and other payables
(38.0
)
 
(10.4
)
Fair value of derivatives and settlement of liabilities under derivatives
45.4

 
(7.9
)
Long-term debt and loan notes issued by variable interest entities
—

 
(12.0
)
Operating lease liabilities
(4.5
)
 
—

Other assets
(1.5
)
 
—

Net cash (used in) operating activities
$
(179.5
)
 
$
(122.8
)
See accompanying notes to unaudited condensed consolidated financial statements.


7

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in millions)
 
 
Three Months Ended March 31,
 
2019
 
2018
Cash flows from investing activities:
 
 
 
(Purchases) of fixed income securities — Available for sale
$
(263.6
)
 
$
(647.9
)
(Purchases) of fixed income securities — Trading
(212.0
)
 
(532.9
)
Proceeds from sales and maturities of fixed income securities — Available for sale
538.9

 
388.5

Proceeds from sales and maturities of fixed income securities — Trading
218.3

 
507.4

(Purchases) of equity securities — Trading
—

 
(16.5
)
Net (purchases) of catastrophe bonds — Trading
(1.5
)
 
(1.5
)
Proceeds from sales of equity securities — Trading
—

 
505.6

(Purchases) of short-term investments — Available for sale
(90.4
)
 
(8.6
)
Proceeds from sales of short-term investments — Available for sale
21.2

 
44.0

(Purchases) of short-term investments — Trading
(143.0
)
 
(6.0
)
Proceeds from sales of short-term investments — Trading
14.2

 
51.4

Net change in (payable)/receivable for securities sold
1.4

 
109.8

Net (purchases) of other investments
—

 
—

Net (purchases) of equipment
(3.6
)
 
(8.0
)
Net cash from investing activities
79.9

 
385.3

 
 
 
 
Cash flows (used in) financing activities:
 
 
 
Proceeds from the issuance of ordinary shares, net of issuance costs
0.9

 
0.2

Ordinary shares canceled
(0.1
)
 
—

Repayment of long-term debt issued by Silverton
(0.2
)
 
(45.8
)
Dividends paid on ordinary shares
—

 
(14.3
)
Dividends paid on preference shares
(7.6
)
 
(7.6
)
Cash paid for tax withholding purposes
(2.8
)
 
(4.2
)
Net cash (used in) financing activities
(9.8
)
 
(71.7
)

 
 
 
Effect of exchange rate movements on cash and cash equivalents
1.6

 
1.3

 
 
 
 
(Decrease)/increase in cash and cash equivalents
(107.8
)
 
192.1

Cash and cash equivalents at beginning of period
1,083.7

 
1,054.8

Cash and cash equivalents at end of period
$
975.9

 
$
1,246.9

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Net cash (received) during the period for income tax
$
(2.3
)
 
$
(0.8
)
Cash paid during the period for interest
$
5.5

 
$
7.4


See accompanying notes to unaudited condensed consolidated financial statements.

8


ASPEN INSURANCE HOLDINGS LIMITED
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.
History, Organization and Business Combination
History and Organization. Aspen Insurance Holdings Limited (“Aspen Holdings”) was incorporated on May 23, 2002 as a holding company headquartered in Bermuda. We underwrite specialty insurance and reinsurance on a global basis through our Operating Subsidiaries (as defined below) based in Bermuda, the United States and the United Kingdom: Aspen Insurance UK Limited (“Aspen U.K.”) and Aspen Underwriting Limited (corporate member of Lloyd’s Syndicate 4711, “AUL” and managed by Aspen Managing Agency Limited (“AMAL”)) (United Kingdom), Aspen Bermuda Limited (“Aspen Bermuda”) (Bermuda), Aspen Specialty Insurance Company (“Aspen Specialty”) and Aspen American Insurance Company (“AAIC”) (United States) (collectively, the “Operating Subsidiaries”). We also have branches in Australia, Canada, Ireland, Singapore, Switzerland and the United Arab Emirates. We established Aspen Capital Management, Ltd. and other related entities (collectively, “ACM”) to leverage our existing underwriting franchise, increase our operational flexibility in the capital markets and provide investors direct access to our underwriting expertise. References to the “Company,” the “Group,” “we,” “us” or “our” refer to Aspen Holdings or Aspen Holdings and its subsidiaries.
Business Combination. On February 15, 2019, the Company completed its previously announced merger with Highlands Merger Sub, Ltd. (“Merger Sub”), a wholly owned subsidiary of Highlands Holdings, Ltd. (“Parent”). Pursuant to the Agreement and Plan of Merger, dated as of August 27, 2018, by and among the Company, Parent and Merger Sub (the “Merger Agreement”), and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”), by and among the Company, Parent and Merger Sub, dated as of February 15, 2019, Merger Sub merged with and into the Company in accordance with the Companies Act (the “Merger”), with the Company continuing as the surviving company and as a wholly owned subsidiary of Parent. Parent, a Bermuda exempted company, is an affiliate of certain investments funds managed by affiliates of Apollo Global Management, LLC, a leading global investment manager (collectively with its subsidiaries, “Apollo”).
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding ordinary share of the Company (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings.
Pursuant to the terms of the Merger Agreement, the memorandum of association and bye-laws of Merger Sub immediately prior to the effective time of the Merger became the memorandum of association and bye-laws, respectively, of the Company at the effective time of the Merger and will remain the memorandum of association (the “Altered Memorandum of Association”) and bye-laws, respectively, of the Company, until changed or amended as provided therein or pursuant to applicable law. The Company’s authorized share capital, as set out in the Altered Memorandum of Association, is $745,434 divided into 70,000,000 ordinary shares of par value $0.01 and 30,000,000 preference shares of par value 0.15144558¢. Immediately prior to the effective time of the Merger, Parent held 60,395,839 of ordinary shares of Merger Sub, par value $0.01. Pursuant to the terms of the Merger Agreement, each common share of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into and became one duly authorized, validly issued, fully paid and non-assessable ordinary share, par value of $0.01, of the Company, as the surviving company.
In connection with the consummation of the Merger, the Company’s ordinary shares ceased trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading on February 15, 2019. Each of the Company’s issued and outstanding 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares and 5.625% Perpetual Non-Cumulative Preference Shares (collectively, the “Preference Shares”) remained issued and outstanding following the Merger, listed on the NYSE and entitled to the same dividend and all other preferences, privileges, rights, qualifications, limitations and restrictions set forth in the applicable certificate of designation. For information on the treatment of the Company’s outstanding equity awards in connection with the Merger, refer to Note 14 of the unaudited condensed consolidated financial statements in this report.
Additional information about the Merger is set forth in the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 15, 2019 and the exhibits thereto, and on August 28, 2018 and the exhibits thereto, including the Merger Agreement, and the Company’s definitive proxy statement on Schedule 14A filed with the SEC on November 6, 2018.


9


2.
Basis of Preparation
The accompanying unaudited condensed consolidated financial statements have been prepared on the basis of generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and in accordance 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 U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ended December 31, 2019. The unaudited condensed consolidated financial statements include the accounts of Aspen Holdings and its subsidiaries. All intercompany transactions and balances have been eliminated on consolidation.
The balance sheet as at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP 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, 2018 contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2019 (File No. 001-31909).
Assumptions and estimates made by management have a significant effect on the amounts reported within the unaudited condensed consolidated financial statements. The most significant of these assumptions and estimates relate to losses and loss adjustment expenses, reinsurance recoverables, gross written premiums and commissions which have not been reported to the Company such as those relating to proportional treaty reinsurance contracts, unrecognized tax benefits, the fair value of derivatives and the fair value of other investments. All material assumptions and estimates are regularly reviewed and adjustments made as necessary, but actual results could differ significantly from those expected when the assumptions or estimates were made.
Accounting Pronouncements Adopted in 2019
On February 25, 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-2, “Leases (Topic 842)” which supersedes the leases requirements in Topic 840 and establishes the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. On July 30, 2018, the FASB issued ASU 2018-11, “Targeted Improvements (Topic 842)” which amended the transitional guidance of ASU 2016-2, “Leases (Topic 842)” and provided an alternative transition method to the existing modified retrospective method. In particular, the amendment allows entities to initially apply the new lease standard as at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 was effective for fiscal years beginning after December 15, 2018, aligned to the effective date and transition requirements of ASU 2016-2.
Following the adoption of ASU 2016-02 and ASU 2018-11, the Company recognized right-of-use operating leased assets of $91.2 million, consisting of leased office real estate and motor vehicles, and an operating lease liability of $93.6 million on the balance sheet as of January 1, 2019, and a cumulative effect adjustment of $2.4 million through opening retained earnings. The interest rate assumption applied in determining the present value of future cash flows of 5% was determined based on the Company’s weighted average incremental borrowing rate. During the quarter ended March 31, 2019, additional right-of-use operating leased assets and a corresponding operating lease liability of $3.1 million have been recognized on balance sheet for new or renewed lease agreements. An operating lease charge of $4.5 million was incurred during the quarter, consisting of an amortization charge of $3.3 million on right-of-use operating leases assets and a $1.2 million finance charge on the operating lease liability.

On March 5, 2019, the FASB issued ASU 2019-01, “Codification Improvements (Topic 842)” which amended lessor accounting guidance in ASC 842 and clarifies exemption from certain interim period transitional disclosure requirements. The amendments of this ASU are effective for fiscal years beginning after December 15, 2018. Adoption of this ASU did not have a material impact on the Company’s financial statements and disclosures.
On August 28, 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815)” enabling entities to better align their hedge accounting and risk management activities, while also simplifying the application of hedge accounting in certain situations. This ASU is effective for fiscal years beginning after 15 December, 2018 using a modified retrospective approach for cash flow and net investment hedge relationships that exist on the date of adoption. Adoption of this ASU did not have a material impact on the Company’s financial statements and disclosures.
On February 14, 2018, the FASB issued ASU 2018-02, “Income Statement - Reporting Comprehensive Income (Topic 220)” which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Adoption of this ASU did not have a material impact on the Company's financial statements and disclosures.


10


On June 20, 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718)” which amends the scope of Topic 718 via improvements to non-employee share-based payment accounting. Amendments include allowing companies to account for share-based payment transactions with non-employees in the same way as share-based payment transactions with employees and includes elections that offer relief to non-public companies when measuring non-employee equity share options. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Adoption of this ASU did not have a material impact on the Company's financial statements and disclosures.
2019 Accounting Pronouncements Not Yet Adopted    
Other accounting pronouncements issued during the three months ended March 31, 2019 were either not relevant to the Company or did not impact the Company’s consolidated financial statements.

11


3.
Reclassifications from Accumulated Other Comprehensive Income
The following tables set out the components of the Company’s accumulated other comprehensive income (“AOCI”) that are reclassified into the unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 and 2018:
 
 
Amount Reclassified from AOCI
 
 
Details about the AOCI Components
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
Affected Line Item in the Unaudited
Condensed Consolidated Statement
of Operations
 
 
($ in millions)
 
 
Available for sale securities:
 
 
 
 
Realized gains on sale of securities
 
$
3.0

 
$
2.0

 
Realized and unrealized investment gains
Realized (losses) on sale of securities
 
(3.2
)
 
(1.9
)
 
Realized and unrealized investment losses
 
 
(0.2
)
 
0.1

 
Income from operations before income tax
Tax on net realized (losses) on securities
 
—

 
(0.1
)
 
Income tax benefit/(expense)
 
 
$
(0.2
)
 
$
—

 
Net income
Realized derivatives:
 
 
 
 
 
 
Net realized gains on settled derivatives
 
$
0.4

 
$
1.7

 
General, administrative and corporate expenses
Tax on settled derivatives
 
(0.1
)
 
(0.3
)
 
Income tax benefit/(expense)
 
 
$
0.3

 
$
1.4

 
Net income
 
 
 
 
 
 
 
Total reclassifications from AOCI to the statement of operations, net of income tax
 
$
0.1

 
$
1.4

 
Net income


4.
Dividends
Dividends. On May 1, 2019, the Company’s Board of Directors (the “Board of Directors”) declared the following quarterly dividends:
 
Dividend
 
Payable on:
 
Record Date:
5.95% preference shares
$
0.3719

 
July 1, 2019
 
June 15, 2019
5.625% preference shares
$
0.3516

 
July 1, 2019
 
June 15, 2019
5.
Segment Reporting
The Company has two reporting business segments: Insurance and Reinsurance. The Company has determined its reportable segments, Aspen Insurance and Aspen Reinsurance, by taking into account the manner in which management makes operating decisions and assesses operating performance. Profit or loss for each of the Company’s business segments is measured by underwriting profit or loss. Underwriting profit is the excess of net earned premiums over the sum of losses and loss expenses, amortization of deferred policy acquisition costs and general and administrative expenses. Underwriting profit or loss provides a basis for management to evaluate the business segment’s underwriting performance.
The Company uses underwriting ratios as measures of performance. The loss ratio is the ratio of losses and loss adjustment expenses to net earned premiums. The policy acquisition expense ratio is the ratio of amortization of deferred policy acquisition costs to net earned premiums. The general and administrative expense ratio is the ratio of general, administrative and corporate expenses to net earned premiums. The combined ratio is the sum of the loss ratio, the policy acquisition expense ratio and the general and administrative expense ratio.
Reinsurance Segment. The reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance. ACM forms part of our property catastrophe reinsurance line of business as it focuses primarily on property catastrophe business through the use of alternative capital. For a more detailed description of this business segment, see Part I, Item 1, “Business — Business Segments — Reinsurance” in the Company’s 2018 Annual Report on Form 10-K filed with the SEC.

12


Insurance Segment. The insurance segment consists of property and casualty insurance, marine, aviation and energy insurance and financial and professional lines insurance. For a more detailed description of this business segment, see Part I, Item 1 “Business — Business Segments — Insurance” in the Company’s 2018 Annual Report on Form 10-K filed with the SEC.
Non-underwriting Disclosures. The Company has provided additional disclosures for corporate and other (non-operating) income and expenses. Corporate and other income and expenses include net investment income, net realized and unrealized investment gains or losses, expenses associated with managing the Group, certain strategic and non-recurring costs, changes in fair value of derivatives and changes in fair value of the loan notes issued by variable interest entities, interest expenses, net realized and unrealized foreign exchange gains or losses, and income taxes, none of which are allocated to the business segments. Corporate expenses are not allocated to the Company’s business segments as they typically do not fluctuate with the levels of premiums written and are not directly related to the Company’s business segment operations. The Company does not allocate its assets by business segment as it evaluates underwriting results of each business segment separately from the results of the Company’s investment portfolio.

13


The following tables provide a summary of gross and net written and earned premiums, underwriting results, ratios and reserves for each of the Company’s business segments for the three months ended March 31, 2019 and 2018:
 
Three Months Ended March 31, 2019
 
 
Reinsurance
 
Insurance
 
Total
 
 
($ in millions)
 
Underwriting Revenues
 
 
 
 
 
 
Gross written premiums
$
538.4

 
$
475.4

 
$
1,013.8

 
Net written premiums
395.6

 
222.0

 
617.6

 
Gross earned premiums
336.5

 
480.5

 
817.0

 
Net earned premiums
276.9

 
233.7

 
510.6

 
Underwriting Expenses
 
 
 
 
 
 
Losses and loss adjustment expenses
165.8

 
146.0

 
311.8

 
Amortization of deferred policy acquisition costs
62.6

 
25.6

 
88.2

 
General and administrative expenses
27.2

 
59.0

 
86.2

 
Underwriting income
$
21.3

 
$
3.1

 
24.4

 
Corporate expenses
 
 
 
 
(11.9
)
 
Non-operating expenses (1)
 
 
 
 
(39.2
)
 
Net investment income
 
 
 
 
51.5

 
Realized and unrealized investment gains
 
 
 
 
42.0

 
Realized and unrealized investment losses
 
 
 
 
(6.2
)
 
Change in fair value of loan notes issued by variable interest entities
 
 
 
 
(1.5
)
 
Change in fair value of derivatives
 
 
 
 
(53.3
)
 
Interest expense on long term debt
 
 
 
 
(5.5
)
 
Net realized and unrealized foreign exchange gains
 
 
 
 
5.1

 
Other income
 
 
 
 
1.7

 
Other expenses
 
 
 
 
(0.9
)
 
Income before tax
 
 
 
 
$
6.2

 
 
 
 
 
 
 
 
Net reserves for loss and loss adjustment expenses
$
2,871.5

 
$
2,005.9

 
$
4,877.4

 
Ratios
 
 
 
 
 
 
Loss ratio
59.9
%
 
62.5
%
 
61.1
%
 
Policy acquisition expense ratio
22.6

 
11.0

 
17.3

 
General and administrative expense ratio
9.8

 
25.2

 
26.9

(2) 
Expense ratio
32.4

 
36.2

 
44.2

 
Combined ratio
92.3
%
 
98.7
%
 
105.3
%
 
 
(1) 
Non-operating expenses includes $6.1 million of expenses related to the Company’s operating effectiveness and efficiency program (the “Effectiveness and Efficiency Program”) and $29.8 million of fees related to or triggered by the Merger.
(2) 
The general and administrative expense ratio in the “Total” column includes corporate and non-operating expenses.

14


 
Three Months Ended March 31, 2018
 
 
Reinsurance
 
Insurance
 
Total
 
 
( $ in millions)
 
Underwriting Revenues
 
 
 
 
 
 
Gross written premiums
$
623.5

 
$
493.3

 
$
1,116.8

 
Net written premiums
425.0

 
210.5

 
635.5

 
Gross earned premiums
375.0

 
467.6

 
842.6

 
Net earned premiums
282.5

 
251.0

 
533.5

 
Underwriting Expenses
 
 
 
 
 
 
Losses and loss adjustment expenses
166.9

 
143.3

 
310.2

 
Amortization of deferred policy acquisition costs
55.9

 
34.9

 
90.8

 
General and administrative expenses
31.6

 
63.6

 
95.2

 
Underwriting income
$
28.1

 
$
9.2

 
37.3

 
Corporate expenses
 
 
 
 
(13.7
)
 
Non-operating expenses(1)
 
 
 
 
(12.1
)
 
Net investment income
 
 
 
 
47.3

 
Realized and unrealized investment gains
 
 
 
 
100.6

 
Realized and unrealized investment losses
 
 
 
 
(138.3
)
 
Change in fair value of loan notes issued by variable interest entities
 
 
 
 
1.0

 
Change in fair value of derivatives
 
 
 
 
23.5

 
Interest expense on long term debt
 
 
 
 
(7.4
)
 
Net realized and unrealized foreign exchange (losses)
 
 
 
 
(4.7
)
 
Other income
 
 
 
 
2.1

 
Other expenses
 
 
 
 
(1.2
)
 
Income before tax
 
 
 
 
$
34.4

 
 
 
 
 
 
 
 
Net reserves for loss and loss adjustment expenses
$
2,823.6

 
$
2,244.5

 
$
5,068.1

 
Ratios
 
 
 
 
 
 
Loss ratio
59.1
%
 
57.1
%
 
58.1
%
 
Policy acquisition expense ratio
19.8

 
13.9

 
17.0

 
General and administrative expense ratio
11.2

 
25.3

 
22.7

(2) 
Expense ratio
31.0

 
39.2

 
39.7

 
Combined ratio
90.1
%
 
96.3
%
 
97.8
%
 
 
(1) 
Non-operating expenses includes $11.8 million of expenses related to the Company’s Effectiveness and Efficiency Program.
(2) 
The general and administrative expense ratio in the “Total” column includes corporate and non-operating expenses.


15


6.     Investments
Statements of Operations and Other Comprehensive Income
Investment Income. The following table summarizes investment income for the three months ended March 31, 2019 and 2018:
 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
 
($ in millions)
Fixed income securities — Available for sale
$
34.3

 
$
33.3

Fixed income securities — Trading
11.7

 
12.0

Short-term investments — Available for sale
0.8

 
0.2

Short-term investments — Trading
0.2

 
0.2

Fixed term deposits (included in cash and cash equivalents)
4.5

 
2.4

Equity securities — Trading
—

 
1.2

Catastrophe bonds — Trading
0.8

 
0.6

Other investments, at fair value
1.4

 
—

Total
$
53.7

 
$
49.9

Investment expenses
(2.2
)
 
(2.6
)
Net investment income
$
51.5

 
$
47.3


16


The following table summarizes the net realized and unrealized investment gains and losses recorded in the statement of operations and the change in unrealized gains and losses on investments recorded in other comprehensive income for the three months ended March 31, 2019 and 2018:

 
For the Three Months Ended
 
March 31, 2019
 
March 31, 2018
 
($ in millions)
Available for sale:
 
 
 
Fixed income securities — gross realized gains
$
3.0

 
$
1.8

Fixed income securities — gross realized (losses)
(3.2
)
 
(1.8
)
Cash and cash equivalents — gross realized gains
—

 
0.2

Cash and cash equivalents — gross realized (losses)
—

 
(0.1
)
Trading:
 
 
 
Fixed income securities — gross realized gains
2.3

 
1.6

Fixed income securities — gross realized (losses)
(2.8
)
 
(7.0
)
Short-term investments — gross realized (losses)
(0.1
)
 
—

Cash and cash equivalents — gross realized gains
0.1

 
1.6

Equity securities — gross realized gains
—

 
94.5

Equity securities — gross realized (losses)
—

 
(20.3
)
Catastrophe bonds — net unrealized gains
0.3

 
0.9

Net change in gross unrealized gains/(losses)
36.3

 
(108.8
)
Investments — equity method:
 
 
 
Gross realized and unrealized (loss) in MVI
—

 
(0.1
)
Gross realized and unrealized (loss) in Bene
(0.1
)
 
(0.2
)
Total net realized and unrealized investment gains/(losses) recorded in the statement of operations
$
35.8

 
$
(37.7
)
 
 
 
 
Change in available for sale net unrealized gains/(losses):
 
 
 
Fixed income securities
75.6

 
(82.9
)
Change in taxes
(5.2
)
 
5.5

Total change in net unrealized gains/(losses), net of taxes, recorded in other comprehensive income
$
70.4

 
$
(77.4
)


17


Balance Sheet
Fixed Income Securities and Short-Term Investments — Available For Sale. The following tables present the cost or amortized cost, gross unrealized gains and losses and estimated fair market value of available for sale investments in fixed income securities and short-term investments as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
Cost or
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Market
Value
 
($ in millions)
U.S. government
$
1,352.6

 
$
14.6

 
$
(8.0
)
 
$
1,359.2

U.S. agency
39.3

 
0.3

 
(0.1
)
 
39.5

Municipal
46.5

 
1.9

 
(0.2
)
 
48.2

Corporate
2,151.6

 
21.8

 
(10.8
)
 
2,162.6

Non-U.S. government-backed corporate
98.1

 
0.4

 
(0.2
)
 
98.3

Non-U.S. government
356.9

 
4.9

 
(0.2
)
 
361.6

Asset-backed
16.2

 
—

 
(0.1
)
 
16.1

Agency mortgage-backed
955.3

 
9.9

 
(10.2
)
 
955.0

Total fixed income securities — Available for sale
5,016.5

 
53.8

 
(29.8
)
 
5,040.5

Total short-term investments — Available for sale
160.7

 
0.2

 
—

 
160.9

Total
$
5,177.2

 
$
54.0

 
$
(29.8
)
 
$
5,201.4

 
 
As at December 31, 2018
 
Cost or
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Market
Value
 
($ in millions)
U.S. government
$
1,413.5

 
$
6.8

 
$
(16.1
)
 
$
1,404.2

U.S. agency
47.7

 
0.1

 
(0.4
)
 
47.4

Municipal
46.7

 
1.3

 
(0.8
)
 
47.2

Corporate
2,238.9

 
7.8

 
(40.5
)
 
2,206.2

Non-U.S. government-backed corporate
93.2

 
0.2

 
(0.2
)
 
93.2

Non-U.S. government
399.8

 
3.6

 
(0.8
)
 
402.6

Asset-backed
17.4

 
—

 
(0.1
)
 
17.3

Agency mortgage-backed
1,025.1

 
6.5

 
(19.0
)
 
1,012.6

Total fixed income securities — Available for sale
5,282.3

 
26.3

 
(77.9
)
 
5,230.7

Total short-term investments — Available for sale
105.6

 
—

 
—

 
105.6

Total
$
5,387.9

 
$
26.3

 
$
(77.9
)
 
$
5,336.3


18



Fixed Income Securities, Short-Term Investments, Equities and Catastrophe Bonds — Trading. The following tables present the cost or amortized cost, gross unrealized gains and losses, and estimated fair market value of trading investments in fixed income securities, short-term investments, equity securities and catastrophe bonds as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
Cost or
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Market
Value
 
($ in millions)
U.S. government
$
217.4

 
$
1.6

 
$
(0.2
)
 
$
218.8

Municipal
3.0

 
—

 
—

 
3.0

Corporate
754.9

 
12.4

 
(3.4
)
 
763.9

Non-U.S. government
246.4

 
6.8

 
(0.7
)
 
252.5

Asset-backed
2.3

 
—

 
—

 
2.3

Agency mortgage-backed
49.1

 
0.3

 
(0.6
)
 
48.8

Total fixed income securities — Trading
1,273.1

 
21.1

 
(4.9
)
 
1,289.3

Total short-term investments — Trading
81.0

 
—

 
—

 
81.0

Total catastrophe bonds — Trading
39.5

 
—

 
(1.4
)
 
38.1

Total
$
1,393.6

 
$
21.1

 
$
(6.3
)
 
$
1,408.4

 
 
As at December 31, 2018
 
Cost or
Amortized Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Market
Value
 
($ in millions)
U.S. government
$
146.6

 
$
1.6

 
$
(0.5
)
 
$
147.7

Municipal
2.8

 
—

 
(0.1
)
 
2.7

Corporate
734.2

 
2.6

 
(16.6
)
 
720.2

Non-U.S. government
268.7

 
1.9

 
(5.2
)
 
265.4

Asset-backed
2.4

 
—

 
—

 
2.4

Agency mortgage-backed
50.3

 
0.2

 
(1.1
)
 
49.4

Total fixed income securities — Trading
1,205.0

 
6.3

 
(23.5
)
 
1,187.8

Total short-term investments — Trading
9.5

 
—

 
—

 
9.5

Total catastrophe bonds — Trading
37.9

 
0.1

 
(1.8
)
 
36.2

Total
$
1,252.4

 
$
6.4

 
$
(25.3
)
 
$
1,233.5

The Company classifies the financial instruments presented in the tables above as held for trading as this most closely reflects the facts and circumstances of the investments held.
Catastrophe Bonds. The Company has invested in catastrophe bonds with a total value of $38.1 million as at March 31, 2019.  The bonds are either zero-coupon notes or receive quarterly interest payments based on variable interest rates with scheduled maturities ranging from 2019 to 2021. The redemption value of the bonds will adjust based on the occurrence or aggregate occurrence of a covered event, such as windstorms and earthquakes in the United States, Canada, the North Atlantic, South America, Europe, Japan or Australia.
Investments — Equity Method. In January 2015, the Company established, along with seven other insurance companies, a micro-insurance venture consortium and micro-insurance incubator (“MVI”) domiciled in Bermuda. The MVI is a social impact organization that provides micro-insurance products to assist global emerging consumers. The Company’s initial investment in the MVI was $0.8 million. The Company made an additional investment of $0.1 million in the twelve months ended December 31, 2017 and a further investment of $0.1 million in the twelve months ended December 31, 2018.

19



On July 26, 2016, the Company purchased through its wholly-owned subsidiary, Acorn Limited (“Acorn”), a 20% share of Bene Assicurazioni (“Bene”), an Italian-based motor insurer for a total consideration of $3.3 million. The investment is accounted for under the equity method and adjustments to the carrying value of this investment are made based on the Company’s share of capital, including share of income and expenses. The Company made an additional investment of $1.2 million in the twelve months ended December 31, 2018.
On January 1, 2017, the Company purchased through its wholly-owned subsidiary, Aspen U.S. Holdings, Inc. (“Aspen U.S. Holdings”), a 49% share of Digital Risk Resources, LLC (“Digital Re”), a U.S.-based enterprise engaged in the business of developing, marketing and servicing turnkey information security and privacy liability insurance products, for a total consideration of $2.3 million. The investment is accounted for under the equity method and adjustments to the carrying value of this investment are made based on the Company’s share of capital, including share of income and expenses.
On December 18, 2017, the Company acquired through its wholly-owned subsidiary, Aspen U.S. Holdings, a 23.2% share of Crop Re Services LLC (“Crop Re”), a newly formed U.S.-based subsidiary of CGB Diversified Services, Inc (“CGB DS”) in exchange for the sale of AG Logic Holdings, LLC (“AgriLogic”), the Company’s former U.S. crop insurance business. Total consideration for the sale of AgriLogic consisted of the 23.2% share of Crop Re valued at $62.5 million and cash in the amount of $5.9 million. Crop Re is responsible for directing the placement of reinsurance on behalf of CGB DS and CGB Insurance Company (“CGBIC”), an Indiana insurance company affiliate of CGB DS and an RMA licensed crop insurer. The remaining 76.8% of Crop Re is owned by CGB DS. AAIC’s primary crop insurance coverage will be run-off and AAIC, or an affiliate of AAIC, will provide quota share reinsurance to CGBIC for both federal and state regulated crop insurance as part of Aspen’s ownership in Crop Re. The investment in Crop Re represents the Company’s share of the net assets of Crop Re plus the difference between the cost of the investment and the amount of underlying equity in net assets, the basis difference. The Company has determined that this basis difference of $62.5 million represents the value attributable to the ability of Crop Re to direct the placement of reinsurance business under the reinsurance commitment contained within the operating agreement between Crop Re and the Company. The investment in Crop Re is accounted for under the equity method and adjustments to the carrying value of this investment are made based on the Company’s share of capital, including share of income and expenses.
On September 18, 2018, Aspen U.S. Holdings sold a 60% interest in AgriLogic Consulting, LLC, its agricultural consulting business, to CGB DS and an individual investor. The Company’s residual 40% interest in AgriLogic Consulting, LLC, is valued at $Nil.
The table below shows the Company’s investments in the MVI, Bene, Digital Re and Crop Re for the three months ended March 31, 2019:
 
For the Three Months Ended March 31, 2019
 
MVI
 
Bene
 
Digital Re
 
Crop Re
 
Total
 
($ in millions)
Opening undistributed value of investment
$
0.5

 
$
3.2

 
$
0.9

 
$
62.5

 
$
67.1

Investment in the period
—

 
—

 
—

 
—

 
—

Realized/unrealized losses for the three months to March 31, 2019
—

 
(0.1
)
 
—

 
—

 
(0.1
)
Closing undistributed value of investment
$
0.5

 
$
3.1

 
$
0.9

 
$
62.5

 
$
67.0


Other Investments. On December 20, 2017, the Company committed $100.0 million as a limited partner to a real estate fund. The investment objective of the fund is to achieve attractive risk-adjusted returns through the acquisition of income producing, high quality assets in gateway cities located in the U.S. and Canada in the office, retail, industrial and multifamily sectors of the real estate market. On May 1, 2018, the Company received a demand for an initial capital call of $86.2 million and paid the capital call on May 10, 2018. On September 19, 2018, the Company received a demand for the final capital call of $13.8 million and paid the capital on September 28, 2018. For further information, refer to Note 17 in these unaudited condensed consolidated financial statements.

20


Fixed Income Securities. The scheduled maturity distribution of available for sale fixed income securities as at March 31, 2019 and December 31, 2018 is set forth in the tables below. Actual maturities may differ from contractual maturities because issuers of securities may have the right to call or prepay obligations with or without call or prepayment penalties.
 
As at March 31, 2019
 
Amortized
Cost or Cost
 
Fair Market
Value
 
Average
S&P Ratings by
Maturity
 
($ in millions)
Due one year or less
$
441.1

 
$
440.7

 
AA-
Due after one year through five years
2,463.8

 
2,467.0

 
AA-
Due after five years through ten years
1,014.7

 
1,025.1

 
AA-
Due after ten years
125.4

 
136.6

 
AA-
Subtotal
4,045.0

 
4,069.4

 
 
Agency mortgage-backed
955.3

 
955.0

 
AA+
Asset-backed
16.2

 
16.1

 
AAA
Total fixed income securities — Available for sale
$
5,016.5

 
$
5,040.5

 
 
 
 
As at December 31, 2018
 
Amortized
Cost or Cost
 
Fair Market
Value
 
Average
S&P Ratings by
Maturity
 
($ in millions)
Due one year or less
$
464.3

 
$
463.5

 
AA-
Due after one year through five years
2,605.7

 
2,582.0

 
AA-
Due after five years through ten years
1,047.9

 
1,028.3

 
AA-
Due after ten years
121.9

 
127.0

 
AA-
Subtotal
4,239.8

 
4,200.8

 
 
Agency mortgage-backed
1,025.1

 
1,012.6

 
AA+
Asset-backed
17.4

 
17.3

 
AAA
Total fixed income securities — Available for sale
$
5,282.3

 
$
5,230.7

 
 
Guaranteed Investments. The Company held no investments which were guaranteed by mono-line insurers, excluding those with explicit government guarantees as at March 31, 2019 and December 31, 2018. The Company’s exposure to other third-party guaranteed debt was primarily to investments backed by non-U.S. government guaranteed issuers.

21


Gross Unrealized Loss. The following tables summarize, by type of security, the aggregate fair value and gross unrealized loss by length of time the security has been in an unrealized loss position in the Company’s available for sale portfolio as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
0-12 months
 
Over 12 months
 
Total
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Number of
Securities
 
($ in millions)
U.S. government
$
90.9

 
$
(0.2
)
 
$
645.1

 
$
(7.8
)
 
$
736.0

 
$
(8.0
)
 
75

U.S. agency
1.4

 
—

 
14.8

 
(0.1
)
 
16.2

 
(0.1
)
 
7

Municipal
—

 
—

 
25.4

 
(0.2
)
 
25.4

 
(0.2
)
 
8

Corporate
27.8

 
(0.1
)
 
966.9

 
(10.7
)
 
994.7

 
(10.8
)
 
380

Non-U.S. government-backed corporate
—

 
—

 
28.1

 
(0.2
)
 
28.1

 
(0.2
)
 
10

Non-U.S. government
5.7

 
—

 
53.2

 
(0.2
)
 
58.9

 
(0.2
)
 
35

Asset-backed
—

 
—

 
13.1

 
(0.1
)
 
13.1

 
(0.1
)
 
6

Agency mortgage-backed
28.5

 
(0.1
)
 
496.6

 
(10.1
)
 
525.1

 
(10.2
)
 
197

Total fixed income securities — Available for sale
154.3

 
(0.4
)
 
2,243.2

 
(29.4
)
 
2,397.5

 
(29.8
)
 
718

Total short-term investments — Available for sale
17.2

 
—

 
—

 
—

 
17.2

 
—

 
7

Total
$
171.5

 
$
(0.4
)
 
$
2,243.2

 
$
(29.4
)
 
$
2,414.7

 
$
(29.8
)
 
725

 
 
As at December 31, 2018
 
0-12 months
 
Over 12 months
 
Total
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Fair
Market
Value
 
Gross
Unrealized
Loss
 
Number of
Securities
 
($ in millions)
U.S. government
$
180.2

 
$
(0.7
)
 
$
740.6

 
$
(15.4
)
 
$
920.8

 
$
(16.1
)
 
103
U.S. agency
13.5

 
(0.2
)
 
18.4

 
(0.2
)
 
31.9

 
(0.4
)
 
12
Municipal
3.1

 
(0.1
)
 
25.0

 
(0.7
)
 
28.1

 
(0.8
)
 
9
Corporate
999.1

 
(15.2
)
 
762.2

 
(25.3
)
 
1,761.3

 
(40.5
)
 
667
Non-U.S. government-backed corporate
14.5

 
—

 
25.8

 
(0.2
)
 
40.3

 
(0.2
)
 
12
Non-U.S. government
64.0

 
(0.3
)
 
91.0

 
(0.5
)
 
155.0

 
(0.8
)
 
57
Asset-backed
6.3

 
—

 
10.8

 
(0.1
)
 
17.1

 
(0.1
)
 
8
Agency mortgage-backed
245.7

 
(2.6
)
 
447.3

 
(16.4
)
 
693.0

 
(19.0
)
 
253
Total fixed income securities — Available for sale
1,526.4

 
(19.1
)
 
2,121.1

 
(58.8
)
 
3,647.5

 
(77.9
)
 
1,121
Total short-term investments — Available for sale
34.5

 
—

 
—

 
—

 
34.5

 
—

 
12
Total
$
1,560.9

 
$
(19.1
)
 
$
2,121.1

 
$
(58.8
)
 
$
3,682.0

 
$
(77.9
)
 
1,133

Other-Than-Temporary Impairments. A security is potentially impaired when its fair value is below its amortized cost. The Company reviews its available for sale fixed income portfolios on an individual security basis for potential other-than-temporary impairment (“OTTI”) each quarter based on criteria including issuer-specific circumstances, credit ratings actions and general macro-economic conditions. The total OTTI charge for the three months ended March 31, 2019 was $Nil (March 31, 2018 —$Nil). For a more detailed description of accounting policies for OTTI, please refer to Note 2(c) of the “Notes to the Audited Consolidated Financial Statements” in the Company’s 2018 Annual Report on Form 10-K filed with the SEC.


22


7.
Variable Interest Entities
As at March 31, 2019, the Company had investments in two variable interest entities (“VIE”): Peregrine Reinsurance Ltd (“Peregrine”) and Silverton Re Ltd (“Silverton”).
Peregrine. In November 2016, the Company, registered Peregrine as a segregated accounts company under the Bermuda Segregated Accounts Companies Act 2000, as amended. As at March 31, 2019, Peregrine had four segregated accounts which were funded by a third party investor. The segregated accounts have not been consolidated as part of the Company’s consolidated financial statements. The Company has, however, determined that Peregrine has the characteristics of a VIE as addressed by the guidance in ASC 810, Consolidation. The Company concluded that it is not the primary beneficiary of the four segregated accounts of Peregrine but is the primary beneficiary of the Peregrine general fund and, similar to prior reporting periods, the Company has included the results of the Peregrine general fund in its consolidated financial statements. The Company’s exposure to Peregrine’s general fund is not material.
Silverton. On September 10, 2013, the Company established Silverton, a Bermuda domiciled special purpose insurer formed to provide additional collateralized capacity to support Aspen Re’s business through retrocession agreements which are collateralized and funded by Silverton through the issuance of one or more series of participating loan notes (collectively, the “Loan Notes”). Silverton is a non-rated insurer and the risks are fully collateralized by way of funds held in trust for the benefit of Aspen Bermuda and Aspen U.K., the ceding reinsurers. Silverton was not renewed in 2017 and has not issued any Loan Notes since, in the future, any such quota share support for Aspen Re will be provided by a separate cell of Peregrine.
All proceeds from the issuance of the Loan Notes were deposited into separate collateral accounts for each series of Loan Notes to fund Silverton’s obligations under a retrocession property quota share agreement entered into with Aspen Bermuda or Aspen Bermuda and Aspen U.K., as the case may be. The holders of the Loan Notes participate in any profit or loss generated by Silverton attributable to the operations of the respective Silverton segregated account. Any existing value of the Loan Notes will be returned to the noteholders in installments after the expiration of the risk period of the retrocession agreement issued by Silverton for the related series of Loan Notes with the final payment being contractually due on the respective maturity dates.
The following tables show the total liability balance of the Loan Notes for the three months ended March 31, 2019 and 2018:
 
 
For the Three Months Ended March 31, 2019
 
 
Third Party
 
Aspen Holdings
 
Total
 
 
($ in millions)
Opening balance
 
$
4.6

 
$
20.6

 
$
25.2

Total change in fair value for the period
 
1.5

 
0.4

 
1.9

Total distributed in the period
 
(0.2
)
 
(19.6
)
 
(19.8
)
Closing balance as at March 31, 2019
 
$
5.9

 
$
1.4

 
$
7.3

 
 
 
 
 
 
 
Liability
 
 
 
 
 
 
Loan notes (long-term liabilities)
 
$
—

 
$
—

 
$
—

Accrued expenses (current liabilities)
 
5.9

 
1.4

 
7.3

Total aggregate unpaid balance as at March 31, 2019
 
$
5.9

 
$
1.4

 
$
7.3

 
 
For the Three Months Ended March 31, 2018
 
 
Third Party
 
Aspen Holdings
 
Total
 
 
($ in millions)
Opening balance
 
$
86.6

 
$
20.6

 
$
107.2

Total change in fair value for the period
 
(1.0
)
 
(0.3
)
 
(1.3
)
Total distributed in the period
 
(45.8
)
 
(10.7
)
 
(56.5
)
Closing balance as at March 31, 2018
 
$
39.8

 
$
9.6

 
$
49.4

 
 
 
 
 
 
 
Liability
 
 
 
 
 
 
Loan notes (long-term liabilities)
 
$
32.2

 
$
7.7

 
$
39.9

Accrued expenses (current liabilities)
 
7.6

 
1.9

 
9.5

Total aggregate unpaid balance as at March 31, 2018
 
$
39.8

 
$
9.6

 
$
49.4


23


The Company has determined that Silverton has the characteristics of a VIE that are addressed by the guidance in ASC 810, Consolidation. The Company concluded that it is the primary beneficiary of Silverton as it owns all of Silverton’s voting shares and issued share capital, and has a significant financial interest and the power to control Silverton. As a result, the Company consolidated Silverton upon its formation. The Company has no other obligation to provide financial support to Silverton and neither the creditors nor beneficial interest holders of Silverton have recourse to the Company’s general credit.
In the event of an extreme catastrophic property reinsurance event or severe credit-related event, there is a risk that Aspen Bermuda and Aspen U.K. would be unable to recover losses from Silverton. These two risks are mitigated as follows:
i.
Silverton has collateralized the aggregate limit provided to Aspen Bermuda and Aspen U.K. by way of a trust in favor of Aspen Bermuda and Aspen U.K. as beneficiaries;
ii.
the trustee is a large, well-established regulated entity; and
iii.
all funds within the trust account are bound by investment guidelines restricting investments to one of the institutional class money market funds run by large international investment managers.
For further information regarding the Loan Notes attributable to the third-party investments in Silverton, refer to Note 8 of these unaudited condensed consolidated financial statements.
8.
Fair Value Measurements
The Company’s estimates of fair value for financial assets and liabilities are based on the framework established in the fair value accounting guidance included in ASC 820, Fair Value Measurements and Disclosures. The framework prioritizes the inputs, which refer broadly to assumptions market participants would use in pricing an asset or liability, into three levels.
The Company considers prices for actively traded securities to be derived based on quoted prices in an active market for identical assets, which are Level 1 inputs in the fair value hierarchy. The majority of these securities are valued using prices supplied by index providers.
The Company considers prices for other securities that may not be as actively traded which are priced via pricing services, index providers, vendors and broker-dealers, or with reference to interest rates and yield curves, to be derived based on inputs that are observable for the asset, either directly or indirectly, which are Level 2 inputs in the fair value hierarchy. The majority of these securities are also valued using prices supplied by index providers.
The Company considers securities, other financial instruments and derivative insurance contracts subject to fair value measurement whose valuation is derived by internal valuation models to be based largely on unobservable inputs, which are Level 3 inputs in the fair value hierarchy.

24


The following tables present the level within the fair value hierarchy at which the Company’s financial assets and liabilities are measured on a recurring basis as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
Level 1
 
Level 2
 
Level 3
 
Total
 
($ in millions)
Available for sale financial assets, at fair value
 
 
 
 
 
 
 
U.S. government
$
1,359.1

 
$
—

 
$
—

 
$
1,359.1

U.S. agency
—

 
39.5

 
—

 
39.5

Municipal
—

 
48.2

 
—

 
48.2

Corporate
—

 
2,162.7

 
—

 
2,162.7

Non-U.S. government-backed corporate
—

 
98.3

 
—

 
98.3

Non-U.S. government
224.6

 
137.0

 
—

 
361.6

Asset-backed
—

 
16.1

 
—

 
16.1

Agency mortgage-backed
—

 
955.0

 
—

 
955.0

Total fixed income securities available for sale, at fair value
1,583.7

 
3,456.8

 
—

 
5,040.5

Short-term investments available for sale, at fair value
149.4

 
11.5

 
—

 
160.9

Held for trading financial assets, at fair value
 
 
 
 
 
 
 
U.S. government
218.8

 
—

 
—

 
218.8

Municipal
—

 
3.0

 
—

 
3.0

Corporate
—

 
763.9

 
—

 
763.9

Non-U.S. government
48.9

 
203.6

 
—

 
252.5

Asset-backed
—

 
2.3

 
—

 
2.3

Agency mortgage-backed
—

 
48.8

 
—

 
48.8

Total fixed income securities trading, at fair value
267.7

 
1,021.6

 
—

 
1,289.3

Short-term investments trading, at fair value
76.8

 
4.2

 
—

 
81.0

Catastrophe bonds trading, at fair value
—

 
38.1

 
—

 
38.1

Other investments (1)
—

 
—

 
—

 
104.0

 
 
 
 
 
 
 
 
Other financial assets and liabilities, at fair value
 
 
 
 
 
 
 
Derivatives at fair value — foreign exchange contracts
—

 
10.8

 
—

 
10.8

Liabilities under derivative contracts — foreign exchange contracts
—

 
(7.2
)
 
—

 
(7.2
)
Liabilities under derivative contracts — interest rate swaps
—

 
(49.5
)
 
—

 
(49.5
)
Loan notes issued by variable interest entities, at fair value (included within accrued expenses and other payables)
—

 
—

 
(5.9
)
 
(5.9
)
Total
$
2,077.6

 
$
4,486.3

 
$
(5.9
)
 
$
6,662.0


(1) 
Other investments represents our investment in a real estate fund and is measured at fair value using the net asset value per share practical expedient. As a result this has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets. The investment in the real estate fund is subject to restrictions as detailed in Note 17.
Transfers of assets into or out of a particular level are recorded at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. There were no significant transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2019.
The Company settled $0.2 million of Level 3 liabilities in respect of the Loan Notes issued by Silverton for the three months ended March 31, 2019. As at March 31, 2019, there were no the assets classified as Level 3 and the Company’s Level 3 liabilities consisted solely of the Loan Notes issued by Silverton.

25


 
As at December 31, 2018
 
Level 1
 
Level 2
 
Level 3
 
Total
 
($ in millions)
Available for sale financial assets, at fair value
 
 
 
 
 
 
 
U.S. government
$
1,404.2

 
$
—

 
$
—

 
$
1,404.2

U.S. agency
—

 
47.4

 
—

 
47.4

Municipal
—

 
47.2

 
—

 
47.2

Corporate
—

 
2,206.2

 
—

 
2,206.2

Non-U.S. government-backed corporate
—

 
93.2

 
—

 
93.2

Non-U.S. government
268.0

 
134.6

 
—

 
402.6

Asset-backed
—

 
17.3

 
—

 
17.3

Agency mortgage-backed
—

 
1,012.6

 
—

 
1,012.6

Total fixed income securities available for sale, at fair value
1,672.2

 
3,558.5

 
—

 
5,230.7

Short-term investments available for sale, at fair value
93.7

 
11.9

 
—

 
105.6

Held for trading financial assets, at fair value
 
 
 
 
 
 
 
U.S. government
147.7

 
—

 
—

 
147.7

Municipal
—

 
2.7

 
—

 
2.7

Corporate
—

 
720.2

 
—

 
720.2

Non-U.S. government
68.2

 
197.2

 
—

 
265.4

Asset-backed
—

 
2.4

 
—

 
2.4

Agency mortgage-backed
—

 
49.4

 
—

 
49.4

Total fixed income securities trading, at fair value
215.9

 
971.9

 
—

 
1,187.8

Short-term investments trading, at fair value
4.5

 
5.0

 
—

 
9.5

Catastrophe bonds trading, at fair value
—

 
36.2

 
—

 
36.2

Other investments (1)
—

 
—

 
—

 
102.5

 
 
 
 
 
 
 
 
Other financial assets and liabilities, at fair value
 
 
 
 
 
 
 
Derivatives at fair value – foreign exchange contracts
—

 
14.6

 
—

 
14.6

Liabilities under derivative contracts – foreign exchange contracts
—

 
(15.1
)
 
—

 
(15.1
)
Loan notes issued by variable interest entities, at fair value (included within accrued expenses and other payables)
—

 
—

 
(4.6
)
 
(4.6
)
Total
$
1,986.3

 
$
4,583.0

 
$
(4.6
)
 
$
6,667.2


(1) 
Other investments represents our investment in a real estate fund and is measured at fair value using the net asset value per share practical expedient. As a result this has not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the condensed consolidated balance sheets. The investment in the real estate fund is subject to restrictions as detailed in Note 17.
Transfers of assets into or out of a particular level are recorded at their fair values as of the end of each reporting period, consistent with the date of the determination of fair value. During the twelve months ended December 31, 2018, there were no transfers between Level 1, 2 and 3.
The Company settled $115.6 million of Level 3 liabilities in respect of the Loan Notes issued by Silverton for the twelve months ended December 31, 2018. As at December 31, 2018, there were no assets classified as Level 3 and the Company’s Level 3 liabilities consisted solely of the Loan Notes issued by Silverton.


26


The following table presents a reconciliation of the beginning and ending balances for all assets and liabilities measured at fair value on a recurring basis using Level 3 inputs for the three months ended March 31, 2019 and 2018:
Reconciliation of Liabilities Using Level 3 Inputs
 
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
 
 
($ in millions)
Balance at the beginning of the period
 
 
$
4.6

 
$
86.6

Distributed to third party
 
 
(0.2
)
 
(45.8
)
Total change in fair value included in the statement of operations
 
1.5

 
(1.0
)
Balance at the end of the period (1)
 
 
$
5.9

 
$
39.8


(1)
The amount classified within accrued expenses and other payables was $5.9 million and $7.6 million as at March 31, 2019 and March 31, 2018, respectively.

Valuation of Fixed Income Securities. The Company’s fixed income securities are classified as either available for sale or trading and carried at fair value. As at March 31, 2019 and December 31, 2018, the Company’s fixed income securities were valued by pricing services, index providers or broker-dealers using standard market conventions. The market conventions utilize market quotations, market transactions in comparable instruments and various relationships between instruments including, but not limited to, yield to maturity, dollar prices and spread prices in determining value.
Independent Pricing Services and Index Providers. The underlying methodology used to determine the fair value of securities in the Company’s available for sale and trading portfolios by the pricing services and index providers the Company uses is very similar. Pricing services will gather observable pricing inputs from multiple external sources, including buy and sell-side contacts and broker-dealers, in order to develop their internal prices. Index providers are those firms which provide prices for a range of securities within one or more asset classes, typically using their own in-house market makers (traders) as the primary pricing source for the indices, although ultimate valuations may also rely on other observable data inputs to derive a dollar price for all index-eligible securities. Index providers without in-house trading desks will function similarly to a pricing service in that they will gather their observable pricing inputs from multiple external sources. All prices for the Company’s securities attributed to index providers are for an individual security within the respective indices.
Pricing services and index providers provide pricing for less complex, liquid securities based on market quotations in active markets. Pricing services and index providers supply prices for a broad range of securities including those for actively traded securities, such as Treasury and other Government securities, in addition to those that trade less frequently or where valuation includes reference to credit spreads, pay down and pre-pay features and other observable inputs. These securities include Government Agency, Municipals, Corporate and Asset-Backed Securities.
For securities that may trade less frequently or do not trade on a listed exchange, these pricing services and index providers may use matrix pricing consisting of observable market inputs to estimate the fair value of a security. These observable market inputs include: reported trades, benchmark yields, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, reference data, and industry and economic factors. Additionally, pricing services and index providers may use a valuation model such as an option adjusted spread model commonly used for estimating fair values of mortgage-backed and asset-backed securities. Neither the Company, nor its index providers, derives dollar prices using an index as a pricing input for any individual security.
Broker-Dealers. The Company obtains quotes from broker-dealers who are active in the corresponding markets when prices are unavailable from independent pricing services or index providers. Generally, broker-dealers value securities through their trading desks based on observable market inputs. Their pricing methodologies include mapping securities based on trade data, bids or offers, observed spreads and performance of newly issued securities. They may also establish pricing through observing secondary trading of similar securities.
The Company obtains prices for all of its fixed income investment securities via its third-party accounting service provider, and in the majority of cases receiving a number of quotes so as to obtain the most comprehensive information available to determine a security’s fair value. A single valuation is applied to each security based on the vendor hierarchy maintained by the Company’s third-party accounting service provider.

27


As at March 31, 2019 the Company obtained an average of 2.2 quotes per fixed income investment compared to 2.0 quotes as at December 31, 2018. Pricing sources used in pricing fixed income investments as at March 31, 2019 and December 31, 2018 were as follows:
 
As at March 31, 2019
 
As at December 31, 2018
Index providers
84
%
 
84
%
Pricing services
14

 
13

Broker-dealers
2

 
3

Total
100
%
 
100
%
Summary Pricing Information Table. A summary of securities priced using pricing information from index providers as at March 31, 2019 and December 31, 2018 is provided below:
 
As at March 31, 2019
 
As at December 31, 2018
 
Fair Market
Value Determined
using Prices from
Index Providers
 
% of Total
Fair Value by
Security Type
 
Fair Market
Value Determined
using Prices from
Index Providers
 
% of Total
Fair Value by
Security Type
 
($ in millions, except for percentages)
U.S. government
$
1,577.9

 
100
%
 
$
1,551.9

 
100
%
U.S. agency
38.3

 
97
%
 
45.7

 
96
%
Municipal
15.5

 
30
%
 
14.7

 
30
%
Corporate
2,755.9

 
94
%
 
2,775.7

 
95
%
Non-U.S. government-backed corporate
44.1

 
45
%
 
43.3

 
47
%
Non-U.S. government
368.2

 
60
%
 
366.1

 
56
%
Asset-backed
7.8

 
42
%
 
7.7

 
39
%
Agency mortgage-backed
532.2

 
53
%
 
567.5

 
53
%
Total fixed income securities
$
5,339.9

 
84
%
 
$
5,372.6

 
84
%
The Company, in conjunction with its third-party accounting service provider, obtains an understanding of the methods, models and inputs used by the third-party pricing service and index providers to assess the ongoing appropriateness of vendors’ prices. The Company and its third-party accounting service provider also have controls in place to validate that amounts provided represent fair values. Processes to validate and review pricing include, but are not limited to:
•
quantitative analysis (e.g., comparing the quarterly return for each managed portfolio to its target benchmark, with significant differences identified and investigated);
•
comparison of market values obtained from pricing services, index providers and broker-dealers against alternative price sources for each security where further investigation is completed when significant differences exist for pricing of individual securities between pricing sources;
•
initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and
•
comparison of the fair value estimates to the Company’s knowledge of the current market.
Prices obtained from pricing services, index providers and broker-dealers are not adjusted by us; however, prices provided by a pricing service, index provider or broker-dealer in certain instances may be challenged based on information available from market or internal sources, including those available to the Company’s third-party investment accounting service provider. Subsequent to any challenge, revisions made by the pricing service, index provider or broker-dealer to the quotes are supplied to the Company’s investment accounting service provider.
Management reviews the vendor hierarchy maintained by the Company’s third-party accounting service provider in order to determine which price source provides the most appropriate fair value (i.e., a price obtained from a pricing service with more seniority in the hierarchy will be used over a less senior one in all cases). The hierarchy level assigned to each security in the Company’s available for sale and trading portfolios is based upon its assessment of the transparency and reliability of the inputs used in the valuation as of the measurement date. The hierarchy of index providers and pricing services is determined using various qualitative and quantitative points arising from reviews of the vendors conducted by the Company’s third-party accounting service provider. Vendor reviews include annual onsite due diligence meetings with index providers and pricing services vendors covering

28


valuation methodology, operational walkthroughs and legal and compliance updates. Index providers are assigned the highest priority in the pricing hierarchy due primarily to availability and reliability of pricing information.
Fixed Income Securities. The Company’s fixed income securities are traded on the over-the-counter (“OTC”) market based on prices provided by one or more market makers in each security. Securities such as U.S. Government, U.S. Agency, Non-U.S. Government and investment grade corporate bonds have multiple market makers in addition to readily observable market value indicators such as expected credit spread, except for Treasury securities, over the yield curve. The Company uses a variety of pricing sources to value fixed income securities including those securities that have pay down/prepay features such as mortgage-backed securities and asset-backed securities in order to ensure fair and accurate pricing. The fair value estimates for the investment grade securities in the Company’s portfolio do not use significant unobservable inputs or modeling techniques.
U.S. Government and Agency. U.S. government and agency securities consist primarily of bonds issued by the U.S. Treasury and corporate debt issued by agencies such as the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Federal Home Loan Bank. As the fair values of U.S. Treasury securities are based on unadjusted market prices in active markets, they are classified within Level 1. The fair values of U.S. government agency securities are priced using the spread above the risk-free yield curve. As the yields for the risk-free yield curve and the spreads for these securities are observable market inputs, the fair values of U.S. government agency securities are classified within Level 2.
Municipals. The Company’s municipal portfolio comprises bonds issued by U.S. domiciled state and municipality entities. The fair value of these securities is determined using spreads obtained from broker-dealers, trade prices and the new issue market which are Level 2 inputs in the fair value hierarchy. Consequently, these securities are classified within Level 2.
Foreign Government. The issuers for securities in this category are non-U.S. governments and their agencies. The fair values of certain non-U.S. government bonds, primarily sourced from international indices, are based on unadjusted market prices in active markets and are therefore classified within Level 1. The remaining non-U.S government bonds are classified within Level 2 as they are not as actively traded. The fair values of the non-U.S. agency securities, again primarily sourced from international indices, are priced using the spread above the risk-free yield curve. As the yields for the risk-free yield curve and the spreads for these securities are observable market inputs, the fair values of non-U.S. agency securities are classified within Level 2. In addition, foreign government securities include a portion of the Emerging Market Debt (“EMD”) portfolio which is also classified within Level 2.
Corporate. Corporate securities consist primarily of U.S. and foreign corporations covering a variety of industries and are for the most part priced by index providers and pricing vendors. Some issuers may participate in government programs which guarantee timely payment of principal and interest in the event of a default. The fair values of these securities are generally determined using the spread above the risk-free yield curve. Inputs used in the evaluation of these securities include credit data, interest rate data, market observations and sector news, broker-dealer quotes and trade volumes. In addition, corporate securities include a portion of the EMD portfolio. The Company classifies all of these securities within Level 2.
Mortgage-backed Securities. The Company’s residential and commercial mortgage-backed securities consist of bonds issued by the Government National Mortgage Association, the FNMA and the FHLMC as well as private non-agency issuers. The fair values of these securities are determined through the use of a pricing model (including Option Adjusted Spread) which uses prepayment speeds and spreads to determine the appropriate average life of the mortgage-backed security. These spreads are generally obtained from broker-dealers, trade prices and the new issue market. As the significant inputs used to price mortgage-backed securities are observable market inputs, these securities are classified within Level 2.
Asset-backed Securities. The underlying collateral for the Company’s asset-backed securities consists mainly of student loans, automobile loans and credit card receivables. These securities are primarily priced by index providers and pricing vendors. Inputs to the valuation process include broker-dealer quotes and other available trade information, prepayment speeds, interest rate data and credit spreads. The Company classifies these securities within Level 2.
Short-term Investments. Short-term investments comprise highly liquid debt securities with a maturity greater than three months but less than one year from the date of purchase. Short-term investments are valued in a manner similar to the Company’s fixed income investments and are classified within Levels 1 and 2.
Catastrophe Bonds. Catastrophe bonds held by the Company are variable rate fixed income instruments with redemption values adjusted based on the occurrence of a covered event, usually windstorms and earthquakes.  These bonds have been classified as trading and carried at fair value.  Bonds are priced using an average of multiple broker-dealer quotes and, as such, are classified as Level 2. 
Foreign Exchange Contracts. The foreign exchange contracts which the Company uses to mitigate currency risk are characterized as OTC due to their customized nature and the fact that they do not trade on a major exchange. These instruments trade globally in a deep, liquid market, providing substantial price transparency and accordingly are classified as Level 2.
Interest Rate Swaps. The interest rate swaps which the Company uses to mitigate interest risk are characterized as OTC and are valued by the counterparty using quantitative models with multiple market inputs. The market inputs, such as interest rates

29


and yield curves, are observable and the valuation can be compared for reasonableness with third-party pricing services. Consequently, these instruments are classified as Level 2.
Other investments. The Company’s other investments represent our investment in a real estate fund. Adjustments to the fair value are made based on the net asset value of the investment. The net valuation criteria established by the manager of such investments are established in accordance with the governing documents and the asset manager’s valuation guidelines, which consider a two part approach: the discounted cash flows approach and the performance multiple approach, which uses a multiple/capitalization rate derived from market metrics from comparable companies or assets to produce operating performance metrics. Alternative valuation methodologies may be employed for investments with unusual characteristics.
Loan Notes Issued by Silverton. Silverton, a licensed special purpose insurer, is consolidated into the Company’s accounts as a VIE. In the fourth quarter of 2014, Silverton issued an additional $85.0 million ($70.0 million third-party funded) of Loan Notes with a maturity date of September 18, 2017. In the fourth quarter of 2015, Silverton issued an additional $125.0 million ($100.0 million third-party funded) of Loan Notes with a maturity date of September 17, 2018. In the fourth quarter of 2016, Silverton issued an additional $130.0 million ($105.0 million third-party funded) of Loan Notes with a maturity date of September 16, 2019. Silverton was not renewed in 2017 and has not issued any Loan Notes since, in the future, any such quota share support for Aspen Re will be provided by a separate cell of Peregrine. The Company elected to account for the Loan Notes at fair value using the guidance as prescribed under ASC 825, Financial Instruments as the Company believes it represents the most meaningful measurement basis for these liabilities. The Loan Notes are recorded at fair value at each reporting period and, as they are not quoted on an active market and contain significant unobservable inputs, they have been classified as a Level 3 instrument in the Company’s fair value hierarchy. The Loan Notes are unique because they are linked to the specific risks of the Company’s property catastrophe book.
To determine the fair value of the Loan Notes the Company runs an internal model which considers the seasonality of the risk assumed under the retrocessional agreement between Aspen Bermuda or a combination of Aspen Bermuda and Aspen U.K., as ceding reinsurers, and Silverton. The seasonality used in the model is initially determined by applying the percentage of property catastrophe losses planned by the Company’s actuaries to the estimated written premium to determine earned premium for each quarter. The inputs to the internal model are based on Company specific data due to the lack of observable market inputs. Reserves for losses are the most significant unobservable input. An increase in reserves for losses would normally result in a decrease in the fair value of the Loan Notes while a decrease in reserves would normally result in an increase in the fair value of the Loan Notes. The observable and unobservable inputs used to determine the fair value of the Loan Notes as at March 31, 2019 and December 31, 2018 are presented in the tables below:
As at March 31, 2019
 
Fair Value
Level 3
 
Valuation Method
 
Observable (O) and
 Unobservable (U) inputs
 
Low
 
High
 
($ in millions)
 
 
 
 
($ in millions)
Loan Notes
 
$
5.9

(1) 
Internal Valuation Model
 
Gross premiums written (O)
 
$
50.1

 
$
61.1

 
 
 
 
 
 
Reserve for losses (U)
 
$
4.2

 
$
61.9

 
 
 
 
 
 
Contract period (O)
 
N/A

 
365 days

 
 
 
 
 
 
Initial value of issuance (O)
 
$
325.0

 
$
325.0

As at December 31, 2018
 
Fair Value
Level 3
 
Valuation Method
 
Observable (O) and
 Unobservable (U) inputs
 
Low
 
High
 
($ in millions)
 
 
 
 
($ in millions)
Loan Notes
 
$
4.6

(1) 
Internal Valuation Model
 
Gross premiums written (O)
 
$
50.1

 
$
61.1

 
 
 
 
 
 
Reserve for losses (U)
 
$
4.2

 
$
61.9

 
 
 
 
 
 
Contract period (O)
 
N/A

 
365 days

 
 
 
 
 
 
Initial value of issuance (O)
 
$
325.0

 
$
325.0

(1) The amounts classified within accrued expenses and other payables were $5.9 million and $4.6 million as at March 31, 2019 and December 31, 2018, respectively.
The observable and unobservable inputs represent the potential variation around the inputs used in the internal model. The contract period is defined in the respective Loan Notes agreements and the initial value represents the funds received from third parties. For further information regarding Silverton, refer to Note 7 of these unaudited condensed consolidated financial statements.




30


9.     Reinsurance
The Company purchases retrocession and reinsurance to limit and diversify the Company’s risk exposure and increase its own reinsurance and insurance underwriting capacity. These agreements provide for recovery of a portion of losses and loss adjustment expenses from reinsurers. As is the case with most reinsurance contracts, the Company remains liable to the extent that reinsurers do not meet their obligations under these agreements and therefore, in line with its risk management objectives, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The total amount recoverable by the Company from reinsurers as at March 31, 2019 was $2,122.9 million (December 31, 2018 — $2,077.6 million) of which $1,642.0 million was uncollateralized (December 31, 2018 — $1,497.8 million). As at March 31, 2019 16.1% (December 31, 2018 — 15.7%) of the Company’s uncollateralized reinsurance recoverables were with Munich Re which is rated A+ by A.M Best and AA- by S&P, 9.5% (December 31, 2018 — 10.2%) with Lloyd’s Syndicates which are rated A by A.M Best and A+ by S&P and 10.0% (December 31, 2018 — 10.2%) with Everest Re which is rated A+ by A.M Best and A+ by S&P. These are the Company’s largest exposures to individual reinsurers. The Company has made no provision for doubtful debts from any of its reinsurers as at March 31, 2019.
10.
Derivative Contracts
The following tables summarize information on the location and amounts of derivative fair values on the consolidated balance sheet as at March 31, 2019 and December 31, 2018:
 
 
 
 
As at March 31, 2019
 
As at December 31, 2018
 
Derivatives Not Designated as Hedging Instruments
Under ASC 815
 
Balance Sheet Location
 
Notional
Amount
 
Fair
Value
 
Notional
Amount
 
Fair
Value
 
 
 
 
 
($ in millions)
 
($ in millions)
 
Foreign Exchange Contracts
 
Derivatives at Fair Value
 
$
667.6

 
$
8.9

 
$
496.5

 
$
14.6

  
Foreign Exchange Contracts
 
Liabilities under Derivative Contracts
 
$
606.5

 
$
(7.2
)
(1)  
$
760.8

 
$
(13.9
)
 
Interest Rate Swaps
 
Liabilities under Derivative Contracts
 
$
3,318.0

 
$
(49.5
)
(2) 
$
—

 
$
—

 
 
(1) 
Net of $2.3 million cash collateral (December 31, 2018 — $2.3 million).
(2) 
Initial and variation margin of $109.1 million has been posted (December 31, 2018 — $Nil).

 
 
 
 
As at March 31, 2019
 
As at December 31, 2018
 
Derivatives Designated as Hedging Instruments Under ASC 815
 
Balance Sheet Location
 
Notional
Amount
 
Fair
Value
 
Notional
Amount
 
Fair
Value
 
 
 
 
 
($ in millions)
 
($ in millions)
 
Foreign Exchange Contracts
 
Derivatives at Fair Value
 
$
70.8

 
$
1.9

 
$
—

 
$
—

 
Foreign Exchange Contracts
 
Liabilities under Derivative Contracts
 
$
—

 
$
—

  
$
94.3

 
$
(1.2
)
 

The following table provides the unrealized and realized gains recorded in the statements of operations and other comprehensive income for derivatives that are not designated or designated as hedging instruments under ASC 815 - “Derivatives and Hedging” for the three months ended March 31, 2019 and 2018.
 
 
 
 
 
 
Amount of Gain Recognized on Derivatives
 
 
 
 
 
 
Three Months Ended
 
 
 
 
Location of Gain
Recognized on Derivatives
 
March 31, 2019
 
March 31, 2018
 
Derivatives not designated as hedges
 
 
 
 
($ in millions)
 
Foreign Exchange Contracts
 
Change in Fair Value of Derivatives
 
(3.1
)
 
23.5

 
Interest Rate Swaps
 
Change in Fair Value of Derivatives
 
(50.2
)
 
—

 
 
 
 
 
 
 
 
 
 
 
Derivatives designated as hedges
 
 
 
 
 
 
 
 
Foreign Exchange Contracts
 
General, administrative and corporate expenses
 
0.4

 
1.7

 
Foreign Exchange Contracts
 
Net change from current period hedged transactions
 
1.7

 
0.9

 

31




Foreign Exchange Contracts. The Company uses foreign exchange contracts to manage foreign currency risk associated with our operating expenses but also foreign exchange risk associated with net assets or liabilities in currencies other than the U.S. dollar. A foreign exchange contract involves an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Foreign exchange contracts will not eliminate fluctuations in the value of the Company’s assets and liabilities denominated in foreign currencies but rather allow it to establish a rate of exchange for a future point in time.
As at March 31, 2019, the Company held foreign exchange contracts that were not designated as hedging under ASC 815 with an aggregate notional value of $1,274.1 million (December 31, 2018 — $1,257.3 million). The foreign exchange contracts are recorded as derivatives at fair value with changes recorded as a change in fair value of derivatives in the statement of operations. For the three months ended March 31, 2019, the impact of foreign exchange contracts on net income was a loss of $3.1 million (March 31, 2018 — gain of $23.5 million).
As at March 31, 2019, the Company held foreign exchange contracts that were designated as hedging under ASC 815 with an aggregate nominal amount of $70.8 million (December 31, 2018 — $94.3 million). The foreign exchange contracts are recorded as derivatives at fair value in the balance sheet with the change in fair value recorded in other comprehensive income. The movement in other comprehensive income for the three months ended March 31, 2019 was a net unrealized gain of $1.7 million (March 31, 2018 — gain of $0.9 million).
As the foreign exchange contracts settle, the realized gain or loss is reclassified from other comprehensive income into general, administration and corporate expenses of the statement of operations and other comprehensive income. For the three months ended March 31, 2019, the amount recognized within general, administrative and corporate expenses for settled foreign exchange contracts was a realized gain of $0.4 million (March 31, 2018 — gain of $1.7 million).
Interest Rate Swaps. During the three months ended March 31, 2019, the Company entered into fixed for floating interest rate swaps with a total notional amount of $3,318.0 million due to mature between January 18, 2021 and January 18, 2034. The interest rate swaps are used in the ordinary course of the Company’s investments activities to partially mitigate the negative impact of rises in interest rates on the market value of the Company’s fixed income portfolio. For the three months ended March 31, 2019, there was a loss of $50.2 million (March 31, 2018 — gain of $Nil).
As at March 31, 2019, initial and variation margin with a fair value of $109.1 million was posted to a Futures Commission Merchant to support the current valuation of the interest rate swaps (December 31, 2018 — $Nil). As at March 31, 2019, no non-cash collateral was transferred to the Company by its counterparties (December 31, 2018 — $Nil). Transfers of margin are recorded on the consolidated balance sheet within Derivatives at Fair Value, while transfers in respect of non-cash collateral are disclosed but not recorded. As at March 31, 2019, no amount was recorded in the consolidated balance sheet for the pledged assets.
11.     Deferred Policy Acquisition Costs
The following table represents a reconciliation of beginning and ending deferred policy acquisition costs for the three months ended March 31, 2019 and 2018:
 
 
Three Months Ended March 31,
 
 
 
2019
 
2018
 
 
($ in millions)
 
Balance at the beginning of the period
$
248.5

 
$
294.3

 
 
Acquisition costs deferred
128.1

 
116.4

 
 
Amortization of deferred policy acquisition costs
(88.2
)
 
(90.8
)
 
Balance at the end of the period
$
288.4

 
$
319.9

 

32


12.
Reserves for Losses and Loss Adjustment Expenses
The following table represents a reconciliation of beginning and ending consolidated loss and loss adjustment expenses (“LAE”) reserves for the three months ended March 31, 2019 and 2018 and the twelve months ended December 31, 2018:
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
Twelve Months Ended December 31, 2018
 
($ in millions)
Provision for losses and LAE at the start of the year
$
7,074.2

 
$
6,749.5

 
$
6,749.5

Less reinsurance recoverable
(2,077.6
)
 
(1,515.2
)
 
(1,515.2
)
Net loss and LAE at the start of the year
4,996.6

 
5,234.3

 
5,234.3

 
 
 
 
 
 
Provision for losses and LAE for claims incurred:
 
 
 
 
 
Current year
304.2

 
347.9

 
1,684.1

Prior years
7.6

 
(37.7
)
 
(111.1
)
Total incurred
311.8

 
310.2

 
1,573.0

Losses and LAE payments for claims incurred:
 
 
 
 
 
Current year
(7.1
)
 
(7.4
)
 
(285.7
)
Prior years
(474.8
)
 
(483.7
)
 
(1,441.0
)
Total paid
(481.9
)
 
(491.1
)
 
(1,726.7
)
 
 
 
 
 
 
Foreign exchange losses/(gains)
50.9

 
14.7

 
(84.0
)
 
 
 
 
 
 
Net losses and LAE reserves at period end
4,877.4

 
5,068.1

 
4,996.6

Plus reinsurance recoverable on unpaid losses at period end
2,122.9

 
1,611.3

 
2,077.6

Provision for losses and LAE at the end of the relevant period
$
7,000.3

 
$
6,679.4

 
$
7,074.2

For the three months ended March 31, 2019, there was an increase of $7.6 million in the Company’s estimate of the ultimate claims to be paid in respect of prior accident years compared to a reduction of $37.7 million for the three months ended March 31, 2018. For additional information on the reserve releases, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reserves for Losses and Loss Adjustment Expenses”.
13.
Capital Structure
The following table provides a summary of the Company’s authorized and issued share capital as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
As at December 31, 2018
 
Number
 
$ in
Thousands
 
Number
 
$ in
Thousands
Authorized share capital:
 
 
 
 
 
 
 
Ordinary Shares $0.01 per share (2018: 0.15144558¢ per share)
70,000,000

 
700

 
969,629,030

 
1,469

Non-Voting Shares 0.15144558¢ per share
—

 
—

 
6,787,880

 
10

Preference Shares 0.15144558¢ per share
30,000,000

 
45

 
100,000,000

 
152

Total authorized share capital
 
 
745

 
 
 
1,631

Issued share capital:
 
 
 
 
 
 
 
Issued ordinary shares of $0.01 per share (2018: 0.15144558¢ per share)
60,395,839

 
604

 
59,743,156

 
90

Issued 5.95% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share
11,000,000

 
17

 
11,000,000

 
17

Issued 5.625% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share
10,000,000

 
15

 
10,000,000

 
15

Total issued share capital
 
 
636

 
 
 
122


33


Additional paid-in capital as at March 31, 2019 was $967.8 million (December 31, 2018 — $967.5 million). Additional paid-in capital includes the aggregate liquidation preferences of the Company’s preference shares of $525.0 million (December 31, 2018 — $525.0 million) less issue costs of $13.1 million (December 31, 2018 — $13.1 million).
Ordinary Shares. The following table summarizes transactions in the Company’s ordinary shares during the three months ended March 31, 2019:
 
Number of Ordinary Shares
Ordinary shares of 0.015144558c per share
 
Ordinary shares in issue as at December 31, 2018
59,743,156

Ordinary shares issued to employees under the 2013 share incentive plan and/or
2008 share purchase plan
144,269

Ordinary shares issued to non-employee directors
6,993

Ordinary shares canceled
(59,894,418
)
Total ordinary shares of 0.015144558c per share in issue
—

 
 
Ordinary shares of $0.01 per share
 
New ordinary shares issued of $0.01 per share
60,395,839

Ordinary shares in issue as at March 31, 2019
60,395,839

Authorized and Issued Ordinary Shares. The Company did not acquire any ordinary shares for the three months ended March 31, 2019. Pursuant to the Merger Agreement, however, at the effective time of the Merger, each ordinary share of the Company issued and outstanding immediately prior to such time (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings. The Company’s ordinary shares ceased trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading on February 15, 2019.
Pursuant to the terms of the Merger Agreement, the memorandum of association and bye-laws of Merger Sub immediately prior to the effective time of the Merger became the memorandum of association and bye-laws, respectively, of the Company at the effective time of the Merger and will remain the memorandum of association (the “Altered Memorandum of Association”) and bye-laws, respectively, of the Company, until changed or amended as provided therein or pursuant to applicable law. The Company’s authorized share capital, as set out in the Altered Memorandum of Association, is $745,434 divided into 70,000,000 ordinary shares of par value $0.01 and 30,000,000 preference shares of par value 0.15144558¢. Immediately prior to the effective time of the Merger, Parent held 60,395,839 of ordinary shares of Merger Sub, par value $0.01. Pursuant to the terms of the Merger Agreement, each common share of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into and became one duly authorized, validly issued, fully paid and non-assessable ordinary share, par value of $0.01, of the Company, as the surviving company.
Preference Share Issuance. The Company did not issue any preference shares during the three months ended March 31, 2019 or March 31, 2018.
14.
Share-Based Payments
The Company had previously issued options and other equity incentives under the 2003 Share Incentive Plan, the 2013 Share Incentive Plan, the 2016 Stock Incentive Plan for Non-Employee Directors, the Amended 2006 Stock Option Plan, the 2008 Employee Share Purchase Plan and the Amended 2008 Sharesave Scheme. When options were exercised or other equity awards (excluding phantom shares) vested, new ordinary shares were issued as the Company did not hold treasury shares. Phantom shares were settled in cash in lieu of ordinary shares upon vesting. Immediately prior to the Merger, the Company took all actions necessary to enable and require existing participants in the ESPP to utilize their accumulated payroll deductions to purchase newly issued ordinary shares in accordance with the terms of the ESPP and, immediately after such purchases were completed, the Company terminated the ESPP.

34


In accordance with the Merger Agreement, at the effective time of the Merger each issued and outstanding ordinary share of the Company (other than any ordinary shares that were owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings (the “Merger Consideration”). In addition, at the effective time of the Merger, all outstanding restricted share units and phantom shares, in each case, that were subject to performance-based vesting requirements, to the extent not vested, vested in full (with respect to any performance period that had been completed, determined based on actual level of performance achieved, and, with respect to any performance period that had not been completed, determined based on achievement of performance-based vesting requirements at target payout levels) and were cashed out based on the per share Merger Consideration. All other outstanding restricted share unit awards, to the extent not vested, vested in full and were cashed out based on the per share Merger Consideration plus a cash amount for any accrued but unpaid dividends in respect of such awards prior to the Effective Time. As a result, the total unrecognized share-based compensation expense related to the unvested awards was expensed and no share-based awards remain outstanding at March 31, 2019.
For the three months ended March 31, 2019, the Company’s total share-based compensation expense was $21.6 million, which primarily related to the vesting of the share-based awards at the effective time of the Merger. Under the terms of the Merger Agreement, the settlement of these previously unvested share-based compensation awards totaling $21.6 million was funded by Parent.
15.
Intangible Assets and Goodwill
The following tables provide a summary of the Company’s intangible assets for the three months ended March 31, 2019 and 2018:
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
Beginning of the Period
 
Additions
 
Amortization
 
End of the Period
 
Beginning of the Period
 
Additions
 
Amortization
 
End of the Period
 
($ in millions)
 
($ in millions)
Intangible Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trademarks
$
2.5

 
$
—

 
$
(0.1
)
 
$
2.4

 
$
2.9

 
$
—

 
$
(0.1
)
 
$
2.8

Insurance Licenses
16.7

 
—

 
—

 
16.7

 
16.7

 
—

 
—

 
16.7

Agency Relationships
1.8

 
—

 
(0.1
)
 
1.7

 
2.3

 
—

 
(0.1
)
 
2.2

Non-compete Agreements
0.4

 
—

 
(0.1
)
 
0.3

 
0.7

 
—

 
(0.1
)
 
0.6

Goodwill
3.9

 
—

 
—

 
3.9

 
3.9

 
—

 
—

 
3.9

Renewal Rights
1.0

 
—

 
(0.1
)
 
0.9

 
1.4

 
—

 
(0.1
)
 
1.3

Total
$
26.3

 
$
—

 
$
(0.4
)
 
$
25.9

 
$
27.9

 
$
—

 
$
(0.4
)
 
$
27.5


Crop Re and AgriLogic
On December 18, 2017, Aspen U.S. Holdings sold its interest in AgriLogic to CGB Diversified Service, Inc (“CGB DS”) in exchange for a 23.2% equity interest in Crop Re Services LLC. Aspen U.S. Holdings retained the agricultural consulting business previously integrated within AgriLogic. Intangible assets disposed of as part of the AgriLogic sale included $21.8 million of agency relationships, $3.1 million for the right to use the AgriLogic trademark, $0.9 million of non-compete agreements and $20.6 million of goodwill.
Following the sale the Company performed its annual qualitative assessment on the residual intangible assets of the agricultural consulting business and determined that it was more likely than not that the intangible assets were impaired. The Company therefore recognized an impairment charge of $3.4 million in the year ended December 31, 2017.
On September 18, 2018, Aspen U.S. Holdings sold a 60% interest in AgriLogic Consulting, LLC, its agricultural consulting business, to CGB DS and an individual investor, recognizing no gain or loss on disposal and de-consolidation. Intangible assets of the consulting business had previously been fully impaired.
Blue Waters
On October 31, 2016, Acorn acquired 100% of the equity voting interest of Blue Waters, a specialist marine insurance agency. The total consideration for the acquisition was $8.0 million.
A significant proportion of the acquired business was represented by intangible assets, specifically $3.1 million for agency relationships, $1.5 million for the right to use the Blue Waters trademark, $1.0 million for non-compete agreements and $0.05 million for the value of trading licenses. In addition, $0.3 million of residual net assets were acquired. The total net assets acquired of $5.75 million resulted in the Company recognizing a total of $2.1 million in goodwill for the acquisition of Blue Waters.

35


Agency Relationships. The Company valued the agency relationships at $3.1 million with an estimated economic useful life of 5 years. The Company will amortize the estimated value of the agency relationships over their estimated useful life.
License to use the “Blue Waters” Trademark. The Company acquired the right to use the Blue Waters trademark in the United States. The Company valued the trademark at $1.5 million with an estimated economic useful life of 5 years. The Company will amortize the estimated value of the trademark over its estimated useful life.
Non-compete Agreements. The Company valued the non-compete agreements at $1.0 million with an estimated economic useful life of 5 years. The Company will amortize the estimated value of the non-compete agreements over their estimated useful life.
Insurance Licenses. The Company valued the insurance licenses at $0.05 million. The insurance licenses are considered to have an indefinite useful life and are not amortized. The licenses are tested annually for impairment.
Goodwill. The Company valued the goodwill at $2.1 million. The goodwill is deemed to have an indefinite useful life and is assessed for impairment annually.
Other Intangible Assets
Renewal Rights. On September 22, 2016, the Company entered into a renewal rights agreement with Liberty Specialty Markets Limited (“LSML”). The Company valued the renewal rights at $1.9 million with an estimated economic useful life of 5 years. The Company will amortize the estimated value of the renewal rights over the estimated useful life.
In addition to the intangible assets and goodwill associated with the AgriLogic and Blue Waters acquisitions and the renewal rights agreement with LSML, the Company has the following intangible assets from prior transactions:
License to use the “Aspen” Trademark. On April 5, 2005, the Company entered into an agreement with Aspen (Actuaries and Pension Consultants) Plc to acquire the right to use the Aspen trademark in the United Kingdom. The consideration paid was approximately $1.6 million. As at March 31, 2019, the value of the license to use the Aspen trademark was $1.6 million (December 31, 2018 — $1.6 million). The trademark has an indefinite useful life and is tested for impairment annually or when events or changes in circumstances indicate that the asset might be impaired.
Insurance Licenses. The total value of the Company’s licenses as at March 31, 2019 was $16.6 million (December 31, 2018 — $16.6 million). This includes $10.0 million of acquired licenses held by AAIC, $4.5 million of acquired licenses held by Aspen Specialty and $2.1 million of acquired licenses held by Aspen U.K. The insurance licenses are considered to have an indefinite life and are not amortized. The licenses are tested for impairment annually or when events or changes in circumstances indicate that the asset might be impaired.
Goodwill. On January 1, 2017, the Company purchased through its wholly-owned subsidiary, Aspen U.S. Holdings, a 49% share of Digital Re. The Company valued the goodwill at $1.8 million. The goodwill is deemed to have an indefinite useful life and will be assessed for impairment annually.

36


16.
Operating Leases

As at March 31, 2019, the Company has recognized Right-of-use operating lease assets of $91.4 million and operating lease liabilities of $93.9 million. Right-of-use operating lease assets comprise primarily of leased office real estate globally and other assets. For all office real estate leases, rent incentives, including reduced-rent and rent free periods and contractually agreed rent increases during the lease term, have been included when determining the present value of future cash flows. The Company believe that our office space is sufficient for us to conduct our operating for the foreseeable future in these locations.
The Company has no lease transactions between related parties.
Comparatives have not been presented due to 2019 being the first year of adoption of ASU 2016-2, “Leases (Topic 842)”.
Operating lease charge. The following table summarizes the operating lease charge for the three months ended March 31, 2019:
 
For the Three Months Ended
 
March 31, 2019
 
($ in millions)
Amortization charge on Right-of-use operating leased assets
$
3.3

Interest on operating lease liabilities
$
1.2

Operating lease charge
$
4.5


Lease Liabilities. The following table summarizes the maturity of lease liabilities under non-cancellable leases as of March 31, 2019:
 
March 31, 2019
 
($ in millions)
Operating leases - maturities
 
2019
$
12.9

2020
$
14.2

2021
$
11.8

2022
$
9.4

2023
$
8.9

Later years
$
64.5

Total minimum lease payments
$
121.7

Less imputed interest
$
(27.8
)
Total lease liabilities
$
93.9


37



Other lease information. The following table summarizes the cash flows on operating leases for the three months ended March 31, 2019 and other supplemental information:
 
For the Three Months Ended
 
March 31, 2019
 
($ in millions)
Cash paid for amounts included in the measurement of lease liabilities
 
 - Operating cash outflow from operating leases
$
(4.5
)
 
 
Right-of-use assets obtained in exchange for lease obligations
 
 - Operating leases
$
3.1

 
 
Reduction to Right-of-use assets resulting from reductions to lease obligations
 
 - Operating leases
$
1.2

 
 
Weighted Averages
 
 - Operating leases, remaining lease terms (years)
10.5

 - Operating leases, average discount rate
5.0
%
17.
Commitments and Contingent Liabilities
(a)
Restricted assets
The Company is obliged by the terms of its contractual obligations to specific policyholders and by obligations to certain regulatory authorities to facilitate issue of letters of credit or maintain certain balances in deposits and trust funds for the benefit of policyholders. The following table details the forms and value of the Company’s restricted assets as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
As at December 31, 2018
 
($ in millions, except percentages)
Regulatory trusts and deposits:
 
 
 
Affiliated transactions
$
922.5

 
$
1,033.9

Third party
2,745.7

 
2,511.7

Letters of credit / guarantees (1)
792.4

 
771.1

Investment commitment — real estate fund
—

 
—

Other investments — real estate fund
104.0

 
102.5

Total restricted assets
$
4,564.6

 
$
4,419.2

Total as percent of investable assets(2)
58.5
%
 
56.4
%
 
(1) 
As at March 31, 2019, the Company had pledged funds in the amount of $792.4 million (December 31, 2018 — $771.1 million) as collateral for the secured letters of credit.

(2) 
Investable assets comprise total investments, cash and cash equivalents, accrued interest, receivables for securities sold and payables for securities purchased.

Real Estate Fund. On December 20, 2017, the Company committed $100.0 million as a limited partner to a real estate fund. The investment objective of the fund is to achieve attractive risk-adjusted returns through the acquisition of income producing, high quality assets in gateway cities located in the U.S. and Canada in the office, retail, industrial and multifamily sectors of the real estate market. On May 1, 2018, the Company received a demand for an initial capital call of $86.2 million and paid the capital call on May 10, 2018. On September 19, 2018, the Company received a demand for the final capital call of $13.8 million and paid the capital on September 28, 2018.

38


Investments in this real estate fund may be redeemed on a quarterly basis with 90 days’ notice subject to available cash in the fund once the lock-up period ends two years after the capital call. If sufficient cash is not available then all requested redemptions will be made on a pro rata basis. If a redemption request has not been met in full, as of such calendar quarter, the remaining portion of the request will be redeemed in subsequent quarters. There are no assurances as to when the Company may be able to withdraw, in whole or in part, its redemption request from the fund. A lock-up period is the initial amount of time an investor is contractually required to remain invested before having the ability to redeem.
Funds at Lloyd’s. AUL operates at Lloyd’s as the corporate member for Syndicate 4711. Lloyd’s determines Syndicate 4711’s required regulatory capital principally through the syndicate’s annual business plan. Such capital, called Funds at Lloyd’s, consists of investable assets as at March 31, 2019 in the amount of $516.2 million (December 31, 2018 — $503.2 million).
The amounts provided as Funds at Lloyd’s are drawn upon and become a liability of the Company in the event Syndicate 4711 declares a loss at a level that cannot be funded from other resources, or if Syndicate 4711 requires funds to cover a short term liquidity gap. The amount which the Company provides as Funds at Lloyd’s is not available for distribution to the Company for the payment of dividends. Aspen Managing Agency Limited, the managing agent to Syndicate 4711, is also required by Lloyd’s to maintain a minimum level of capital which as at March 31, 2019 was £0.4 million (December 31, 2018 — £0.4 million). This is not available for distribution by the Company for the payment of dividends.
Credit Agreement. On March 27, 2017, Aspen Holdings and certain of its direct or indirect subsidiaries (collectively, the “Borrowers”) entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with various lenders and Barclays Bank plc, as administrative agent. The Credit Agreement will be used by the Borrowers to finance the working capital needs of the Company and its subsidiaries, for letters of credit in connection with the insurance and reinsurance businesses of the Company and its subsidiaries and for other general corporate purposes. Initial availability under the Credit Agreement is $200 million and the Company has the option (subject to obtaining commitments from acceptable lenders) to increase the Credit Agreement by up to $100 million. The Credit Agreement will expire on March 27, 2022.
As at March 31, 2019, no borrowings were outstanding under the Credit Agreement. The fees and interest rates on the loans and the fees on the letters of credit payable by the Borrowers under the Credit Agreement are based upon the credit ratings for the Company’s long-term unsecured senior debt by S&P and Moody’s. In addition, the fees for a letter of credit vary based upon whether the applicable Borrower has provided collateral (in the form of cash or qualifying debt securities) to secure its reimbursement obligations with respect to such letter of credit.
Under the Credit Agreement, the Company must not permit (a) consolidated tangible net worth to be less than approximately $2,323,100,000 plus 25% of consolidated net income plus 25% of aggregate net cash proceeds from the issuance by the Company of its capital stock, in each case after January 1, 2017, (b) the ratio of its total consolidated debt to the sum of such debt plus its consolidated tangible net worth to exceed 35% or (c) any material insurance subsidiary to have a financial strength rating of less than B++ from A.M. Best. The Credit Agreement contains other customary affirmative and negative covenants, including (subject to various exceptions) restrictions on the ability of the Company and its subsidiaries to incur indebtedness, create or permit liens on their assets, engage in mergers or consolidations, dispose of assets, pay dividends or other distributions, purchase or redeem the Company’s equity securities, make investments and enter into transactions with affiliates. In addition, the Credit Agreement has customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, failure to comply with covenants, material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of control and cross-default to other debt agreements.
On August 28, 2018, the Borrowers entered into a Waiver to Credit Agreement with various lenders and Barclays Bank plc, as administrative agent, under which the lenders thereunder waived any Default or Event of Default (as each term is defined in the Credit Agreement) that would result from any Change of Control (as such term is defined in the Credit Agreement) caused by the Merger.
Other Credit Facilities. On June 29, 2018, Aspen Bermuda and Citibank Europe plc (“Citi Europe”) amended the committed letter of credit facility, dated June 30, 2012, as amended on June 30, 2014 and June 30, 2016, (the “LOC Facility”). The amendment to the LOC facility extends the term of the LOC Facility to June 30, 2020 and provides a maximum aggregate amount of up to $550.0 million. Under the LOC Facility, Aspen Bermuda will pay to Citi Europe (a) a letter of credit fee based on the available amounts of each letter of credit and (b) a commitment fee, which varies based upon usage, on the unutilized portion of the LOC Facility. Aspen Bermuda will also pay interest on the amount drawn by any beneficiary under the LOC Facility at a rate per annum of LIBOR plus 1% (plus reserve asset costs, if any) from the date of drawing until the date of reimbursement by Aspen Bermuda. In addition, Aspen Bermuda and Citi Europe entered into an uncommitted letter of credit facility whereby Aspen Bermuda has the ability to request letters of credit under this facility subject to the prior approval of Citi Europe. The fee associated with the uncommitted facility is a letter of credit fee based on the available amounts of each letter of credit issued under the uncommitted facility. Both the LOC Facility and the uncommitted facility are used to secure obligations of Aspen Bermuda to its policyholders. In addition to these facilities, we also use regulatory trusts to secure our obligations to policyholders. 

39


The terms of a pledge agreement between Aspen Bermuda and Citi Europe (pursuant to an assignment agreement dated October 11, 2006) dated January 17, 2006, as amended, were also amended on June 30, 2014 to change the types of securities or other assets that are acceptable as collateral under the New LOC Facility. All other agreements relating to Aspen Bermuda’s LOC Facility, which now apply to the LOC Facility with Citi Europe, as previously filed with the SEC, remain in full force and effect. As at March 31, 2019, we had $466.4 million of outstanding collateralized letters of credit under the LOC Facility (December 31, 2018 — $444.2 million under the LOC Facility).
On February 11, 2019, Aspen Holdings (acting as guarantor of Aspen European Holdings Limited (“Aspen European”)) and Aspen European entered into a letter of credit facility agreement with National Australia Bank Limited, London Branch, for the purpose of obtaining a letter of credit in favor of Aspen U.K. for a sum not to exceed $100 million. In the event Aspen U.K. demands payment of cash funds under this facility, Aspen Holdings as guarantor would be required to repay the letter of credit. A letter of credit was issued in favor of Aspen U.K. for a sum of $100 million which expires on February 11, 2023.
(b)
Contingent liabilities
In common with the rest of the insurance and reinsurance industry, the Company is subject to litigation and arbitration in the ordinary course of business. The Company’s Operating Subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential disputes, resulting from questions of insurance or reinsurance coverage or claims activities. Pursuant to insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution. Such legal proceedings are considered in connection with estimating the Company’s Insurance Reserves — Loss and Loss Adjustment Expenses, as provided on the Company’s consolidated balance sheet.
In some jurisdictions, noticeably the U.S., a failure to deal with such disputes or potential disputes in an appropriate manner could result in an award of “bad faith” punitive damages against the Company’s Operating Subsidiaries. In accordance with ASC 450-20-50-4b, for (a) reasonably possible losses for which no accrual is made because any of the conditions for accrual in ASC 450-20-25-2 are not met and (b) reasonably possible losses in excess of the amounts accrued pursuant to ASC 450-20-30-1, the Company will provide an estimate of the possible loss or range of possible loss or state that such an estimate cannot be made.
As at March 31, 2019 and December 31, 2018, based on available information, it was the opinion of the Company’s management that the probability of the ultimate resolution of pending or threatened litigation or arbitrations having a material effect on the Company’s financial condition, results of operations or liquidity would be remote.
18.
Related Party Transactions
In the normal course of the Company’s underwriting activities, the Company has entered into insurance and reinsurance agreements with companies affiliated with the Company.
As noted above, Parent, an affiliate of certain investment funds managed by affiliates of Apollo, owns all of the Company’s ordinary shares. Additionally, certain employees of Apollo and its affiliates serve on the Board.
As previously disclosed, the Company entered into a Management Consulting Agreement, dated March 28, 2019 (the “Management Consulting Agreement”), with Apollo Management Holdings, L.P. (“AMH”). Pursuant to the Management Consulting Agreement, AMH will provide the Company and its subsidiaries with management consulting and advisory services related to the business and affairs of the Company and its subsidiaries and the Company will pay to AMH in consideration for its services under the Management Consulting Agreement an annual management consulting fee equal to the greater of (i) 1% of the consolidated net income of the Company and its subsidiaries for the applicable fiscal year, and (ii) $5 million.
The Management Consulting Agreement is effective February 15, 2019 (the “Commencement Date”) and has an initial term of eight years from the Commencement Date. The Management Consulting Agreement will be automatically extended for an additional 12-month term on each of the eight-year and nine-year anniversary of the Commencement Date absent contrary notice by either party given not less than 30 days prior to such anniversary date. The Management Consulting Agreement will be automatically terminated on the occurrence of the consummation of any transaction or series of transactions, whether or not related, as a result of which New Holders (as defined in the Management Consulting Agreement) become the beneficial owner, directly or indirectly, of more than ninety percent of the ordinary shares or other common equity and voting securities of the Company and its subsidiaries.
19.
Subsequent Events

On April 5, 2019, the Company decided not to establish a new insurance subsidiary in Dublin, Ireland to service the needs of its insurance customers in the European Economic Area post-Brexit and therefore withdrew its application to the Central Bank of Ireland to establish a new insurance subsidiary in Dublin as previously announced. The Company intends to service customer needs through Lloyd’s of London’s Brussels Subsidiary and the Company’s other bespoke arrangements. Depending on political

40


agreements as part of Brexit negotiations regarding Solvency II equivalence for the United Kingdom, the Company believes that its insurance business will be largely unaffected by Brexit.

In April 2019, following the completion of the Merger, Apollo Asset Management Europe PC LLP (“AAME”) was engaged as the investment manager for certain of our subsidiaries in Bermuda and the U.S. to provide centralized asset management investment advisory and risk services for the portfolio of investments of such subsidiaries pursuant to the investment management agreements (“IMAs”) that have been entered into with AAME. AAME is registered in England and Wales and is authorized and regulated by the Financial Conduct Authority in the United Kingdom under the Financial Services and Markets Act 2000 and the rules promulgated thereunder for the primary purpose of providing a centralized asset management and risk function to European clients in the financial services and insurance sectors. Pursuant to the IMAs, AAME may engage sub-advisors or delegates to provide certain of the investment advisory and management services to our subsidiaries. In this regard, AAME is able to leverage its relationships with other Apollo-affiliated investment advisors in a sub-advisory capacity, pursuant to which AAME has mandated its affiliates, Apollo Management International LLP (“AMI”) and Apollo Capital Management L.P. (“AMC”), to invest in asset classes in which they have investment expertise and sourcing capabilities, such as middle market loans, commercial mortgage loans, structured products and short term secured investments.

Under each of the IMAs, AAME will be paid an annual investment management fee (the “Management Fee”) which will be based on a cost-plus structure. The “cost” is comprised of the direct and indirect fees, costs, expenses and other liabilities arising in or otherwise connected with the services provided under the IMAs. The “plus” component will be a mark-up in an amount of up to 25% determined based on an applicable transfer pricing study. The Management Fee will be subject to certain maximum threshold levels, including an annual fee cap of 15 bps of the total amount of investable assets. Affiliated sub-advisors, including AMI and AMC, will also earn additional fees for sub-advisory services rendered. For a more detailed description of these arrangements, refer to Item 13 “Certain Relationships and Related Transactions, and Director Independence” included in the Company’s Amended Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC.

See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included in this report.


41


                                                                                          
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2019 and 2018. This discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and related notes contained in this report and the audited consolidated financial statements and related notes for the fiscal year ended December 31, 2018, as well as the discussions of critical accounting policies, contained in our Audited Consolidated Financial Statements in our 2018 Annual Report on Form 10-K filed with the SEC.
Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. Please see the section captioned “Cautionary Statement Regarding Forward-Looking Statements” in this report and the “Risk Factors” in this report and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 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.
Overview
Key results for the three months ended March 31, 2019 include:
•
Gross written premiums of $1,013.8 million for the first quarter of 2019, a decrease of 9.2% from the first quarter of 2018. Gross written premiums in reinsurance decreased by 13.6% due to reductions in property catastrophe reinsurance, specialty reinsurance and casualty reinsurance. Gross written premiums in insurance decreased by 3.6% mainly due to reductions in property and casualty insurance lines, and marine, aviation and energy insurance lines;
•
There were $12.5 million or 2.4 combined ratio points, of catastrophe losses, net of reinsurance recoveries and reinstatement premiums, in the first quarter of 2019 compared with $24.2 million, or 4.5 combined ratio points, of pre-tax catastrophe losses net of reinsurance recoveries and reinstatement premiums in the first quarter of 2018;
•
Net unfavorable development on prior year loss reserves of $7.6 million for the first quarter of 2019 had an impact of 1.5 percentage points on the combined ratio, compared with a net favorable development on prior year loss reserves of $37.7 million in the first quarter of 2018, which had a favorable impact of 7.1 percentage points on the combined ratio;
•
Combined ratio of 105.3% for the first quarter of 2019 compared with 97.8% for the first quarter of 2018;
•
Realized and unrealized foreign exchange gains of $5.1 million for the first quarter of 2019 compared with losses of $4.7 million in the first quarter of 2018;
•
A loss of $3.1 million in the first quarter of 2019 compared with a gain of $23.5 million in the first quarter of 2018 in respect of foreign exchange contracts not designated as hedging instruments primarily due to changes in exchange rates between the U.S. Dollar and the Euro and British Pound;
•
A loss of $50.2 million in respect of fixed for floating interest rate swaps entered into in the first quarter of 2019;
•
Realized and unrealized investment gains of $35.8 million for the first quarter of 2019 compared with losses of $37.7 million in the first quarter of 2018 due to mark to market changes in the valuation of our fixed income trading portfolios;
•
A tax benefit of $4.4 million in the first quarter of 2019 compared with a charge of $3.6 million in the first quarter of 2018; and
•
Annualized net income on average ordinary shareholders’ equity, after deducting preference share dividends of 0.4% for the first quarter of 2019 compared with a 4.0% net return for the first quarter of 2018.


42


Total shareholders’ equity increased by $61.2 million to $2,717.2 million during the three months ended March 31, 2019. The most significant movements were as follows:
•
a $59.8 million increase in accumulated other comprehensive income which included a $70.4 million net unrealized gain on investments and a $12.2 million net loss in foreign currency translation; and
•
a $0.8 million increase in retained earnings for the period primarily related to a $10.6 million net income, offset by the payment of $7.6 million of preference share dividends and a $2.4 million charge recognized upon adoption of ASU 2016-2, “Leases (Topic 842).
Ordinary shareholders’ equity as at March 31, 2019 and December 31, 2018 were:
 
 
As at March 31, 2019
 
As at December 31, 2018
 
 
($ in millions, except for share amounts)
Total shareholders’ equity
 
$
2,717.2

 
$
2,656.0

Preference shares less issue expenses
 
(511.9
)
 
(511.9
)
Non-controlling interests
 
(3.5
)
 
(3.7
)
Net assets attributable to ordinary shareholders
 
$
2,201.8

 
$
2,140.4

Issued ordinary shares
 
60,395,839

 
59,743,156

Completion of Merger
On February 15, 2019, the Company completed its previously announced merger with Highlands Merger Sub, Ltd. (“Merger Sub”), a wholly owned subsidiary of Highlands Holdings, Ltd. (“Parent”). Pursuant to the Agreement and Plan of Merger, dated as of August 27, 2018, by and among the Company, Parent and Merger Sub (the “Merger Agreement”), and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended (the “Companies Act”), by and among the Company, Parent and Merger Sub, dated as of February 15, 2019, Merger Sub merged with and into the Company in accordance with the Companies Act (the “Merger”), with the Company continuing as the surviving company and as a wholly owned subsidiary of Parent. Parent, a Bermuda exempted company, is an affiliate of certain investments funds managed by affiliates of Apollo Global Management, LLC, a leading global investment manager (collectively with its subsidiaries, “Apollo”).
Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding ordinary share of the Company (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings.
In connection with the consummation of the Merger, the Company’s ordinary shares ceased trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading on February 15, 2019. Each of the Company’s issued and outstanding 5.95% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Shares and 5.625% Perpetual Non-Cumulative Preference Shares (collectively, the “Preference Shares”) remained issued and outstanding following the Merger, listed on the NYSE and entitled to the same dividend and all other preferences, privileges, rights, qualifications, limitations and restrictions set forth in the applicable certificate of designation. For information on the treatment of the Company’s outstanding equity awards in connection with the Merger, refer to Note 14 of the unaudited condensed consolidated financial statements in this report.
Additional information about the Merger is set forth in the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on February 15, 2019 and the exhibits thereto, and on August 28, 2018 and the exhibits thereto, including the Merger Agreement, and the Company’s definitive proxy statement on Schedule 14A filed with the SEC on November 6, 2018.
Application of Critical Accounting Policies
Our unaudited condensed consolidated financial statements are based on the selection of accounting policies and require management to make significant estimates and assumptions. Some of the more critical judgments in the areas of accounting estimates and assumptions that affect our financial condition and results of operations are related to insurance reserves, premiums receivable in respect of assumed reinsurance, the fair value of derivatives and the value of investments, including the extent of any other-than-temporary impairment. With the exception of the Company adopting the new lease accounting standard, ASU 2016-2, “Leases (Topic 842), as detailed in Note 2 in our unaudited condensed consolidated financial statements contained in this report, there have been no changes to significant accounting policies from those disclosed in the Company’s 2018 Annual Report on Form 10-K filed with the SEC. For a detailed discussion of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in our 2018 Annual Report on Form 10-K filed with the SEC and the notes to the unaudited condensed consolidated financial statements contained in this report.

43


Results of Operations for the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
The following is a discussion and analysis of our consolidated results of operations for the three months ended March 31, 2019 and 2018, starting with a summary of our consolidated results and followed by a segmental analysis.
Total Income Statement
Our statements of operations consolidate the underwriting results of our two business segments and include certain other revenue and expense items that are not allocated to business segments.
Gross written premiums. Gross written premiums decreased by $103.0 million, or 9.2%, in the first quarter of 2019 compared to the first quarter of 2018. Gross written premiums from our reinsurance segment decreased by $85.1 million, or 13.6%, in the first quarter of 2019 compared to the first quarter of 2018 due to reductions in property catastrophe reinsurance, specialty reinsurance and casualty reinsurance. Gross written premiums from our insurance segment decreased by $17.9 million, or 3.6%, in the first quarter of 2019 compared to the first quarter of 2018 due to reductions in marine, aviation and energy insurance lines and property and casualty insurance lines.
The table below shows our gross written premiums and the percentage change in gross written premiums for each business segment for the three months ended March 31, 2019 and 2018:
Business Segment
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
% increase/(decrease)
 
 
($ in millions)
 
($ in millions)
 
 
Reinsurance
 
$
538.4

 
$
623.5

 
(13.6
)%
Insurance
 
475.4

 
493.3

 
(3.6
)%
Total
 
$
1,013.8

 
$
1,116.8

 
(9.2
)%
Ceded reinsurance. Total reinsurance ceded in the first quarter of 2019 was $396.2 million, a decrease of $85.1 million from the first quarter of 2018. Ceded reinsurance costs decreased by $29.4 million in our insurance segment primarily due to a reduction in the proportion of business ceded on our financial and professional insurance lines. Ceded reinsurance costs decreased by $55.7 million in our reinsurance segment primarily due to a reduction in the proportion of business ceded from our specialty reinsurance lines. The changes in our reinsurance program increased our retention ratio (defined as net written premium as a percentage of gross written premium) by 4.0 percentage points to 60.9% in the first quarter of 2019 compared to 56.9% in the first quarter of 2018.
Net premiums earned. Net premiums earned in the first quarter of 2019 decreased by 4.3% from the first quarter of 2018 primarily as a result of a $25.6 million decrease in gross earned premiums.
Losses and loss adjustment expenses. The loss ratio for the quarter increased by 3.0 percentage points from 58.1% in the first quarter of 2018 to 61.1% in the first quarter of 2019. The increase in the loss ratio was largely due to a $45.3 million decrease in net favorable development on prior year loss reserves, partially offset by an $11.7 million decrease in catastrophe losses and an $8.1 million decrease in large losses.
In the reinsurance segment, the loss ratio for the three months ended March 31, 2019 of 59.9% was broadly in line with 59.1% in the equivalent period in 2018. In the first quarter of 2019, the reinsurance segment experienced $10.7 million of catastrophe losses, net of reinsurance recoveries, from weather-related events. In the equivalent quarter of 2018, the reinsurance segment experienced $14.8 million of catastrophe losses, net of reinsurance recoveries, including $3.9 million from Storm Friederike and $10.9 million from other weather-related events. In the first quarter of 2019, we had $14.3 million of fire-related large losses, compared to $11.0 million of large losses in the first quarter of 2018 consisting of an $8.1 million fire-related loss and a $2.9 million trade credit loss. Reserve releases of $8.7 million for the current quarter in the reinsurance segment were predominantly from our other property reinsurance and specialty reinsurance while releases of $7.5 million in the comparative period in 2018 were predominantly from property reinsurance. Further information relating to the movement of prior year reserves is found below under “Reserves for Losses and Loss Adjustment Expenses.”
In the insurance segment, the loss ratio increased to 62.5% in the first quarter of 2019 from 57.1% in the first quarter of 2018. In the first quarter of 2019, we experienced $1.8 million of catastrophe losses, net of reinsurance recoveries, from weather-related events. In the equivalent quarter of 2018, we experienced $9.4 million of catastrophe losses, net of reinsurance recoveries, from weather-related events in the U.S. and the U.K. In the first quarter of 2019, we had no large losses compared to $11.4 million of large losses in the first quarter of 2018 consisting of a $6.6 million trade credit loss and $4.8 million fire-related loss. Prior year reserve releases in the insurance segment decreased from a $30.2 million release in the first quarter of 2018 to $16.3 million of strengthening in the current period. Reserve strengthening in the current quarter was driven by marine, energy and construction liability lines offsetting a release in financial and professional insurance lines. Releases in the comparative quarter in 2018 were

44


from all business lines. Further information relating to the movement of prior year reserves is found below under “Reserves for Losses and Loss Adjustment Expenses.”
We monitor the ratio of losses and LAE to net earned premium (the “loss ratio”) as a measure of relative underwriting performance where a lower ratio represents a better result than a higher ratio. The tables below show our loss ratios including and excluding the impact from catastrophe losses to aid in the analysis of the underlying performance of our business segments. For this purpose, we have defined catastrophe losses in the first quarter 2019 as losses associated with weather-related events. We defined catastrophe losses in the first quarter of 2018 as losses associated with Storm Friederike and other weather-related events. The total loss ratio represents the calendar year U.S. GAAP loss ratio. The current year adjustments represent the effect on the loss ratio of net losses and reinstatement premiums, if any, from catastrophe loss events.
For the Three Months Ended March 31, 2019
 
Total Loss
Ratio
 
Current Year
Adjustments
 
Loss
Ratio Excluding
Current Year
Adjustments
Reinsurance
 
59.9
%
 
(3.9
)%
 
56.0
%
Insurance
 
62.5
%
 
(0.8
)%
 
61.7
%
Total
 
61.1
%
 
(2.4
)%
 
58.7
%
For the Three Months Ended March 31, 2018
 
Total Loss
Ratio
 
Current Year
Adjustments
 
Loss
Ratio Excluding
Current Year
Adjustments
Reinsurance
 
59.1
%
 
(5.2
)%
 
53.9
%
Insurance
 
57.1
%
 
(3.7
)%
 
53.4
%
Total
 
58.1
%
 
(4.5
)%
 
53.6
%
Expense ratio. We monitor the ratio of expenses to net earned premium (the “expense ratio”) as a measure of the cost effectiveness of our amortization of deferred policy acquisition costs and general, administrative and corporate expenses. The table below splits the net expense ratio between the amortized deferred policy acquisition costs, general, administrative and corporate expenses and the effect of reinsurance for the three months ended March 31, 2019 and 2018:
 
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
Ratios Based on Gross Earned Premium
 
Reinsurance
 
Insurance
 
Total
 
Reinsurance
 
Insurance
 
Total
Gross policy acquisition expense ratio
 
21.0
%
 
18.8
 %
 
19.8
 %
 
18.0
%
 
18.3
 %
 
18.2
 %
Effect of ceded reinsurance
 
1.6

 
(7.8
)
 
(2.5
)
 
1.8

 
(4.4
)
 
(1.2
)
Net policy acquisition expense ratio
 
22.6
%
 
11.0
 %
 
17.3
 %
 
19.8
%
 
13.9
 %
 
17.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross general, administrative and corporate expense ratio (1)
 
8.1

 
12.3

 
16.8

 
8.4

 
13.6

 
14.4

Effect of ceded reinsurance premiums
 
1.7

 
12.9

 
10.1

 
2.8

 
11.7

 
8.3

Net general and administrative expense ratio
 
9.8
%
 
25.2
 %
 
26.9
 %
 
11.2
%
 
25.3
 %
 
22.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Total net expense ratio
 
32.4
%
 
36.2
 %
 
44.2
 %
 
31.0
%
 
39.2
 %
 
39.7
 %
 
(1) 
The total group general and administrative expense ratio includes corporate and non-operating expenses.
The net policy acquisition expense ratio for the first quarter of 2019 was largely unchanged from the first quarter of 2018. The increase in the net policy acquisition expense ratio in the reinsurance segment was primarily due to an increase in profit commission in other property reinsurance. The reduction in the net policy acquisition expense ratio in the insurance segment was due to an increase in over-rider commissions in property and casualty insurance lines.
General, administrative and corporate expenses increased by $16.3 million from $121.0 million in the first quarter of 2018 to $137.3 million in the first quarter of 2019. The total general, administrative and corporate expense ratio, before the effect of reinsurance, for the first quarter of 2019 increased by 2.4 percentage points from the first quarter 2018 due predominantly to the recognition of $29.8 million of charges related to the Merger partially offset by a $2.7 million decrease in other non-operating costs which includes costs associated with the Effectiveness and Efficiency Program. The reduction in operating and administration expenses in both business segments was due to a reduction in accruals for performance-related pay.

45


Net investment income. Net investment income for the first quarter of 2019 was $51.5 million, an 8.9% increase compared to $47.3 million in the first quarter of 2018 due to an increase in income from our fixed income portfolios and investment in Other Investments.
Change in fair value of derivatives. During the three months ended March 31, 2019, we entered into fixed for floating interest rate swaps with a total notional amount of $3,318.0 million due to mature between January 18, 2021 and January 18, 2034. The interest rate swaps are used in the ordinary course of our investments activities to partially mitigate the negative impact of rises in interest rates on the market value of our fixed income portfolio. In the three months ended March 31, 2019, we experienced a loss of $50.2 million (2018 — $Nil) in respect of interest rate swaps, a loss of $3.1 million (2018 — gain of $23.5 million) in respect of foreign exchange contracts not designated as hedging instruments due predominantly to changes in exchange rates between the U.S. Dollar, the Euro and British Pound and a gain of $0.4 million (2018 — gain of $1.7 million) in respect of foreign exchange contracts designated as hedging instruments.
Income before tax. In the first quarter of 2019, income before tax was $6.2 million (2018 — income of $34.4 million) consisting of the amounts set out in the table below:
 
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
 
($ in millions)
Underwriting income
 
$
24.4

 
$
37.3

Corporate expenses
 
(11.9
)
 
(13.7
)
Amortization and non-recurring expenses
 
(39.2
)
 
(12.1
)
Net other income
 
0.8

 
0.9

Net investment income
 
51.5

 
47.3

Change in fair value of derivatives
 
(53.3
)
 
23.5

Change in fair value of loan notes issued by variable interest entities
 
(1.5
)
 
1.0

Realized and unrealized investment gains
 
42.0

 
100.6

Realized and unrealized investment (losses)
 
(6.2
)
 
(138.3
)
Net realized and unrealized foreign exchange gains/(losses)
 
5.1

 
(4.7
)
Interest expense
 
(5.5
)
 
(7.4
)
Income before tax
 
$
6.2

 
$
34.4

Realized and unrealized investment (losses)/gains. Total realized and unrealized investment gains recorded in the statement of operations for the three months ended March 31, 2019 were $35.8 million (2018 — $37.7 million losses). For more detail, please refer to Note 6 of the unaudited condensed consolidated financial statements contained in this report.
Taxes. Income tax benefit for the three months ended March 31, 2019 was $4.4 million (2018 — $3.6 million expense). The decrease in the tax expense for the three months ended March 31, 2019 was due to a tax benefit in respect of prior year U.K. tax estimates, a reduction in income before tax and a reduction in U.S. Base Erosion Anti-abuse Tax (“BEAT”) on premium ceded from U.S. subsidiaries to non-U.S. related parties. For further information, refer to Part I, Item 1A, “Risk Factors” in our 2018 Annual Report on Form 10-K filed with the SEC.
The effective tax rate for the year is subject to revision in future periods if circumstances change and depends on the relative profitability of those parts of business underwritten in Bermuda (where the rate of tax on corporate profits is zero), the United Kingdom (where the corporation tax rate is 19% and will be reduced to 17% effective April 1, 2020) and the United States (where the federal income tax rate is 21%).
Net income after tax. Net income after tax for the three months ended March 31, 2019 was $10.6 million (2018 — $30.8 million).
Other comprehensive income. We recorded a $59.8 million increase in our total other comprehensive income for the three months ended March 31, 2019 (2018 — reduction of $83.2 million), net of taxes. The increase was mainly due to a $70.4 million net unrealized gain in the available for sale investment portfolio (2018 — $77.4 million net unrealized loss), a $12.2 million net unrealized loss in foreign currency translation (2018 — $6.5 million net unrealized loss) and a $1.6 million net gain in the value of hedged foreign exchange contracts (2018 — $0.7 million net increase).
Non-controlling interest. In the three months ended March 31, 2019, we recorded a decrease of $0.2 million (2018 — $0.2 million increase) in the amount owed to the non-controlling interest in respect of Aspen Risk Management Limited.
Dividends. Dividends paid on our ordinary and preference shares in the three months ended March 31, 2019 were $Nil and $7.6 million, respectively (2018 — $14.3 million and $7.6 million). Pursuant to the Merger Agreement, prior to the Merger we

46


were restricted from declaring or paying any dividends other than the quarterly dividend on our ordinary shares that were previously declared and publicly announced prior to the date of the Merger Agreement and periodic cash dividends on the Preference Shares in accordance with the terms of the applicable certificate of designation. At the effective time of the Merger, each issued and outstanding ordinary share of the Company (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings. For information on the treatment of our outstanding equity awards in connection with the Merger, refer to Note 14 of the unaudited condensed consolidated financial statements in this report.

47


Underwriting Results by Business Segments — First Quarter
We are organized into two business segments: Reinsurance and Insurance. The reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance. The insurance segment consists of property and casualty insurance, marine, aviation and energy insurance and financial and professional lines insurance.
We have provided additional disclosures for corporate and other (non-operating) income and expenses in Note 5 of our unaudited condensed consolidated financial statements included in this report. Corporate and other income and expenses include net investment income, net realized and unrealized investment gains or losses, expenses associated with managing the group, certain strategic and non-recurring costs, changes in fair value of derivatives and changes in fair value of the loan notes issued by variable interest entities, interest expenses, net realized and unrealized foreign exchange gains or losses and income taxes, none of which are allocated to the business segments.
Please refer to the tables in Note 5 in our unaudited condensed consolidated financial statements included in this report for a summary of gross and net written and earned premiums, underwriting results and combined ratios and reserves for our two business segments for the three months ended March 31, 2019 and 2018. The contributions of each business segment to gross written premiums in the three months ended March 31, 2019 and 2018 were as follows:
 
 
Gross Written Premiums
Business Segment
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
 
($ in millions)
 
(% of total)
 
($ in millions)
 
(% of total)
Reinsurance
 
$
538.4

 
53.1
%
 
$
623.5

 
55.8
%
Insurance
 
475.4

 
46.9

 
493.3

 
44.2

Total
 
$
1,013.8

 
100.0
%
 
$
1,116.8

 
100.0
%

48


Reinsurance
The reinsurance segment consists of property catastrophe reinsurance, other property reinsurance, casualty reinsurance and specialty reinsurance. For a more detailed description of this segment, see Part I, Item 1, “Business — Business Segments — Reinsurance” in the Company’s 2018 Annual Report on Form 10-K filed with the SEC.
Gross written premiums. Gross written premiums in our reinsurance segment decreased by 13.6% in the three months ended March 31, 2019 compared to the three months ended March 31, 2018. The table below shows the gross written premiums and the percentage change in gross written premiums for each line of business for the three months ended March 31, 2019 and 2018: 
Lines of Business
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
% increase/(decrease)
 
 
($ in millions)
 
($ in millions)
 
 
Property catastrophe reinsurance
 
$
120.9

 
$
151.2

 
(20.0
)%
Other property reinsurance
 
104.8

 
104.8

 
—
 %
Casualty reinsurance
 
131.4

 
143.3

 
(8.3
)%
Specialty reinsurance
 
181.3

 
224.2

 
(19.1
)%
Total
 
$
538.4

 
$
623.5

 
(13.6
)%
The decrease in property catastrophe reinsurance gross written premiums was due to action taken to reduce exposures and optimize the portfolio. The decrease in casualty reinsurance gross written premiums was largely a result of the prior year benefiting from favourable adjustments to premium estimates. The decrease in specialty reinsurance gross written premiums was largely due to the fronting arrangement written as part of the sale of AgriLogic ceasing and portfolio optimization on our credit and surety lines.
Losses and loss adjustment expenses. The loss ratio for the three months ended March 31, 2019 was 59.9% compared to 59.1% in the equivalent period in 2018. The increase in the loss ratio for the quarter was largely due to a $5.6 million decrease in net earned premiums and a $3.3 million increase in large losses, partially offset by a $4.1 million decrease in catastrophe losses and a $1.2 million increase in prior year reserve releases.
In the first quarter of 2019, we experienced $10.7 million catastrophe losses, net of reinsurance recoveries, from weather-related events. In the first quarter of 2018, we experienced $14.8 million of catastrophe losses, net of reinsurance recoveries, including $3.9 million from Storm Friederike and $10.9 million from other weather-related events. In the first quarter of 2019, we had $14.3 million of fire-related large losses, compared to $11.0 million of large losses in the first quarter of 2018 consisting of an $8.1 million fire-related loss and a $2.9 million trade credit loss.
Prior year reserve releases in the reinsurance segment increased marginally from $7.5 million in the first quarter of 2018 to $8.7 million in the current period. Prior year reserve releases for the current quarter were predominantly from our other property reinsurance and specialty reinsurance lines, while in the comparative period in 2018 were predominantly from our other property reinsurance lines. Further information relating to the movement of prior year reserves is found below under “Reserves for Losses and Loss Adjustment Expenses.”
Policy acquisition, general and administrative expenses. Amortization of deferred policy acquisition costs was $62.6 million for the three months ended March 31, 2019, equivalent to 22.6% of net earned premiums, compared to $55.9 million, or 19.8% of net earned premiums, for the equivalent period in 2018. The increase in the acquisition expense ratio was mainly attributable to an increase in profit commission in other property reinsurance. In the three months ended March 31, 2019, general and administrative expenses reduced to $27.2 million compared with $31.6 million in the equivalent period in 2018 primarily due to a decrease in accruals for performance-related pay. The general and administrative expense ratio decreased to 9.8% in the first quarter of 2019 from 11.2% in the equivalent period in 2018 due to the reduction in expenses and the decrease in net earned premiums.



49


Insurance
The insurance segment consists of property and casualty insurance, marine, aviation and energy insurance and financial and professional lines insurance. For a more detailed description of this segment, see Part I, Item 1 “Business — Business Segments — Insurance” in our 2018 Annual Report on Form 10-K filed with the SEC.
Gross written premiums. Gross written premiums in our insurance segment decreased by 3.6% in the first quarter of 2019 compared to the three months ended March 31, 2018. The table below shows our gross written premiums and the percentage change in gross written premiums for each line of business for the three months ended March 31, 2019 and 2018:
Lines of Business
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
% increase/(decrease)
 
 
($ in millions)
 
($ in millions)
 
 
Property and casualty insurance
 
$
206.7

 
$
231.3

 
(10.6
)%
Marine, aviation and energy insurance
 
87.0

 
101.5

 
(14.3
)%
Financial and professional lines insurance
 
181.7

 
160.5

 
13.2
 %
Total
 
$
475.4

 
$
493.3

 
(3.6
)%

The decrease in property and casualty insurance gross written premiums was largely attributable to a decrease in U.S. property business following repositioning of the portfolio, and decreases in U.K. regional and U.S. primary casualty business lines. The decrease in gross written premiums in marine, aviation and energy insurance was largely attributable to reductions in aviation and Lloyd’s marine hull following the decision to exit these lines in the third quarter of 2018. The increase in gross written premiums in financial and professional lines was largely attributable to growth in U.S. professional lines with smaller increases in management liability and accident and health offsetting reductions in crisis management business lines.
Losses and loss adjustment expenses. The loss ratio increased to 62.5% in the first quarter of 2019 from 57.1% in the first quarter of 2018 largely due to a $17.3 million decrease in net earned premiums, partially offset by a $7.6 million decrease in catastrophe losses and an $11.4 million decrease in large losses.
In the first quarter of 2019, we experienced $1.8 million of catastrophe losses, net of reinsurance recoveries, from weather-related events, compared to $9.4 million of U.S. and U.K. weather-related events in the first quarter of 2018. In the first quarter of 2019, we had no large losses compared with $11.4 million of large losses in the first quarter of 2018 consisting of a $6.6 million trade credit loss and a $4.8 million fire-related loss.
Prior year reserve releases decreased from a $30.2 million release in the first quarter of 2018 to $16.3 million of strengthening in the first quarter of 2019. Reserve strengthening in the first quarter of 2019 was from marine, aviation and energy lines. In the comparative quarter in 2018, releases were from all business lines. Further information relating to the movement of prior year reserves is found below under “Reserves for Losses and Loss Adjustment Expenses.”
Policy acquisition, general and administrative expenses. Amortization of deferred policy acquisition costs was $25.6 million for the three months ended March 31, 2019, equivalent to 11.0% of net earned premiums, compared to $34.9 million, or 13.9% of net earned premiums, in the first quarter of 2018. The reduction in acquisition ratio was largely due to an increase in over-rider commissions on property and casualty insurance lines. General and administrative expenses decreased by $4.6 million from $63.6 million in the first quarter of 2018 to $59.0 million in the first quarter of 2019 due primarily to a reduction in accruals for performance-related pay.



50


Cash and Investments
Total cash and investments were $7.8 billion as at March 31, 2019 and December 31, 2018. The composition of our investment portfolio is summarized below:
 
 
As at March 31, 2019
 
As at December 31, 2018
 
 
Estimated
Fair Value
 
Percentage of
Total Cash and
Investments
 
Estimated
Fair Value
 
Percentage of
Total Cash and
Investments
 
 
($ in millions except for percentages)
Fixed income securities — available for sale
 
 
 
 
 
 
 
 
U.S. government
 
$
1,359.2

 
17.5
%
 
$
1,404.2

 
17.9
%
U.S. agency
 
39.5

 
0.5

 
47.4

 
0.6

Municipal
 
48.2

 
0.6

 
47.2

 
0.6

Corporate
 
2,162.6

 
27.9

 
2,206.2

 
28.3

Non-U.S. government-backed corporate
 
98.3

 
1.3

 
93.2

 
1.2

Non-U.S. government
 
361.6

 
4.7

 
402.6

 
5.1

Asset-backed
 
16.1

 
0.2

 
17.3

 
0.2

Agency mortgage-backed
 
955.0

 
12.3

 
1,012.6

 
12.9

Total fixed income securities — available for sale
 
$
5,040.5

 
65.0
%
 
$
5,230.7

 
66.8
%
Fixed income securities — trading
 
 
 
 
 
 
 
 
U.S. government
 
218.8

 
2.8

 
147.7

 
1.9

Municipal
 
3.0

 
—

 
2.7

 
—

Corporate
 
763.9

 
9.8

 
720.2

 
9.2

Non-U.S. government
 
252.5

 
3.3

 
265.4

 
3.4

Asset-backed
 
2.3

 
—

 
2.4

 
—

Agency mortgage-backed
 
48.8

 
0.6

 
49.4

 
0.6

Total fixed income securities — trading
 
$
1,289.3

 
16.5
%
 
$
1,187.8

 
15.1
%
Total investments, equity method
 
67.0

 
0.9

 
67.1

 
0.9

Total other investments (1)
 
104.0

 
1.3

 
102.5

 
1.3

Total catastrophe bonds — trading
 
38.1

 
0.5

 
36.2

 
0.5

Total short-term investments — available for sale
 
160.9

 
2.1

 
105.6

 
1.3

Total short-term investments — trading
 
81.0

 
1.0

 
9.5

 
0.1

Total cash and cash equivalents
 
975.9

 
12.7

 
1,083.7

 
14.0

Total cash and investments
 
$
7,756.7

 
100.0
%
 
$
7,823.1

 
100.0
%

(1) 
Total other investments represents our investment in a real estate fund. For further information, refer to Note 6 of the unaudited condensed consolidated financial statements contained in this report.
Fixed Income Securities. As at March 31, 2019, the average credit quality of our fixed income portfolio was “AA-,” with 89.1% of the portfolio rated “A” or higher. As at December 31, 2018, the average credit quality of our fixed income portfolio was “AA-,” with 88.3% of the portfolio rated “A” or higher. Where the credit ratings were split between the two main rating agencies, S&P and Moody’s, the lower rating was used. Our fixed income portfolio duration as at March 31, 2019 was 3.54 years compared to 3.54 years as at December 31, 2018, excluding the impact of the interest rate swaps.
Mortgage-Backed Securities. As at March 31, 2019, our mortgage-backed portfolio contained agency mortgage-backed securities rated “AA+” with a fair value of $1.0 billion.

51


Equity Securities. Equity securities consisted of U.S. and foreign equity securities and were held in the trading portfolio. In the first quarter of 2018 we took advantage of rising equity markets and sold our remaining equity portfolio. The total investment return from the trading equity portfolios for the three months ended March 31, 2019 and 2018 was as follows:
 
 
For the Three Months Ended
Trading Equity Portfolio
 
March 31, 2019
 
March 31, 2018
 
 
($ in millions)
Dividend income
 
$
—

 
$
1.2

Net realized investment gains
 
—

 
69.4

Net unrealized (losses), gross of tax
 
—

 
(75.7
)
Net realized foreign exchange gains
 
—

 
4.8

Net unrealized foreign exchange (losses)
 
—

 
(0.5
)
Total investment return from the trading equity portfolio
 
$
—

 
$
(0.8
)
Interest rate swaps. In the period ended March 31, 2019, we entered into a $3.3 billion interest rate swaps program to partially mitigate the negative impact of rises in interest rates on the market value of our fixed income portfolio.  During the quarter, our interest rate swap positions experienced a loss of $50.2 million.  Our interest rate swap position reduces the duration of the fixed income portfolio from 3.54 years to 1.45 years and the duration of the aggregate portfolio from 3.17 years to 1.18 years.


Reserves for Losses and Loss Adjustment Expenses
As at March 31, 2019, we had total net loss and loss adjustment expense reserves of $4,877.4 million (December 31, 2018 — $4,996.6 million). This amount represented our selected reserves for the ultimate liability for payment of losses and loss adjustment expenses. The following tables analyze gross and net loss and loss adjustment expense reserves by business segment as at March 31, 2019 and December 31, 2018, respectively:
 
 
As at March 31, 2019
Business Segment
 
Gross
 
Reinsurance
Recoverable
 
Net
 
 
($ in millions)
Reinsurance
 
$
3,283.8

 
$
(412.3
)
 
$
2,871.5

Insurance
 
3,716.5

 
(1,710.6
)
 
2,005.9

Total losses and loss expense reserves
 
$
7,000.3

 
$
(2,122.9
)
 
$
4,877.4

 
 
 
As at December 31, 2018
Business Segment
 
Gross
 
Reinsurance
Recoverable
 
Net
 
 
($ in millions)
Reinsurance
 
$
3,309.8

 
$
(466.2
)
 
$
2,843.6

Insurance
 
3,764.4

 
(1,611.4
)
 
2,153.0

Total losses and loss expense reserves
 
$
7,074.2

 
$
(2,077.6
)
 
$
4,996.6


52


For the three months ended March 31, 2019, there was a $7.6 million increase of our estimate of the ultimate net claims to be paid in respect of prior accident years. Below is an analysis of this increase by business segment for the three months ended March 31, 2019 and 2018:
 
 
For the Three Months Ended
Business Segment
 
March 31, 2019
 
March 31, 2018
 
 
($ in millions)
Reinsurance
 
$
8.7

 
$
7.5

Insurance
 
(16.3
)
 
30.2

Total losses and loss expense reserves (increase)/reductions
 
$
(7.6
)
 
$
37.7


The key elements which gave rise to the net adverse development during the three months ended March 31, 2019 were as follows:
Reinsurance. Net reserve releases were $8.7 million in the current quarter as a result of favorable development in other property reinsurance, specialty reinsurance and casualty reinsurance, partially offset by strengthening in property catastrophe reinsurance in connection with Typhoon Jebi.
Insurance. Net reserve strengthening of $16.3 million in the current quarter was mainly as a result of unfavorable development in marine, aviation and energy lines, driven by marine, energy and construction liability lines, and property, casualty and programs lines, offsetting a release in financial and professional insurance lines.
For a more detailed description see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Reserves for Losses and Loss Adjustment Expenses” included in our 2018 Annual Report on Form 10-K filed with the SEC.

Capital Management
The following table shows our capital structure as at March 31, 2019 compared to December 31, 2018:
 
 
As at March 31, 2019
 
As at December 31, 2018
 
 
($ in millions)
Share capital, additional paid-in capital, retained income and accumulated other comprehensive income attributable to ordinary shareholders
 
$
2,205.3

 
$
2,144.1

Preference shares (liquidation preferences net of issue costs)
 
511.9

 
511.9

Long-term debt
 
424.7

 
424.7

Loan Notes issued by Silverton(1)
 
5.9

 
4.6

Total capital
 
$
3,147.8

 
$
3,085.3


(1) 
We do not consider the Loan Notes issued by Silverton to be part of our permanent capital as the noteholders have no recourse to the other assets of the Company.
As at March 31, 2019, total shareholders’ equity was $2,717.2 million compared to $2,656.0 million as at December 31, 2018. Our total shareholders’ equity as at March 31, 2019 included two classes of preference shares with a total value as measured by their respective liquidation preferences of $511.9 million net of share issuance costs (December 31, 2018 — $511.9 million, two classes of preference shares).
The Preference Shares are classified in our balance sheet as equity but may receive a different treatment in some cases under the capital adequacy assessments made by certain rating agencies. Preference shares are often referred to as “hybrids” because they have certain attributes of both debt and equity. We monitor the ratio of the total of debt and hybrids to total capital, with total capital being defined as shareholders’ equity plus outstanding debt and excluding Loan Notes issued by Silverton. As at March 31, 2019, this ratio was 29.8% (December 31, 2018 — 30.4%).
Our $300 million 4.650% Senior Notes due 2023 and $125.0 million 6.00% Senior Notes due 2020 are the only material debt issued by Aspen Holdings currently outstanding. As at March 31, 2019 and December 31, 2018, the value of the debt less amortization expenses was $424.7 million and $424.7 million, respectively. Management monitors the ratio of debt to total capital which was 13.5% as at March 31, 2019 (December 31, 2018 — 13.8%).

53


In addition, we have also reported Loan Notes issued by Silverton. The fair value of the Loan Notes issued by Silverton as at March 31, 2019 was $5.9 million (December 31, 2018 — $4.6 million). For further information relating to Silverton, refer to Note 7 of the “Notes to the Audited Consolidated Financial Statements” in the Company’s 2018 Annual Report on Form 10-K filed with the SEC and Note 7 of the unaudited condensed consolidated financial statements contained in this report.
Access to Capital. Our business operations are in part dependent on our financial strength and the market’s perception thereof, as measured by total shareholders’ equity, which was $2,717.2 million as at March 31, 2019 (December 31, 2018 — $2,656 million). We believe our financial strength provides us with the flexibility and capacity to obtain funds through debt or preferred equity financing. Our continuing ability to access capital is dependent on, among other things, our operating results, market conditions and our perceived financial strength. We regularly monitor our capital and financial position, as well as investment and securities market conditions. Our preference shares are listed on the New York Stock Exchange.
Liquidity
Liquidity is a measure of a company’s ability to generate cash flows sufficient to meet short-term and long-term cash requirements of its business operations. Management monitors the liquidity of Aspen Holdings and of each of its Operating Subsidiaries and arranges credit facilities to enhance short-term liquidity resources on a stand-by basis.
Aspen Insurance Holding Company. We monitor the ability of Aspen Holdings to service debt, finance dividend payments to ordinary and preference shareholders and provide financial support to the Operating Subsidiaries. As at March 31, 2019, Aspen Holdings held $90.6 million of cash, cash equivalents and investments (December 31, 2018 — $59.3 million). Management considers the current cash, cash equivalents and investments taken and dividends declared or expected to be declared by subsidiary companies and our credit facilities to be sufficient to appropriately satisfy the liquidity requirements of Aspen Holdings. Aspen Holdings’ liquidity depends on dividends, capital distributions and interest payments from our Operating Subsidiaries. Aspen Holdings also has recourse to the credit facility described under “Letter of Credit Facilities” below.
The ability of our Operating Subsidiaries to pay dividends or other distributions is subject to the laws and regulations applicable to each jurisdiction, as well as the Operating Subsidiaries’ need to maintain adequate capital to maintain their insurance and reinsurance operations and their financial strength ratings issued by independent rating agencies. In line with usual market practice for regulated institutions, the Prudential Regulation Authority (the “PRA”), the regulatory agency which oversees the prudential regulation of insurance companies in the U.K., such as Aspen U.K., previously requested that it be afforded the opportunity to provide a prior “non-objection” to all future dividend payments made by Aspen U.K. The PRA has stated that they no longer routinely require Aspen U.K. to apply for a non-objection to dividends provided such dividend payment and Aspen U.K.’s resulting capital position are within Aspen U.K.’s board-approved solvency capital risk appetite.
For a further discussion of the various restrictions on our ability and our Operating Subsidiaries’ ability to pay dividends, see Part I, Item 1 “Business — Regulatory Matters” in our 2018 Annual Report on Form 10-K filed with the SEC. For a more detailed discussion of our Operating Subsidiaries’ ability to pay dividends, see Note 15 of the “Notes to the Audited Consolidated Financial Statements” in our 2018 Annual Report on Form 10-K filed with the SEC.
Operating Subsidiaries. As at March 31, 2019, the Operating Subsidiaries held $917.3 million (December 31, 2018 — $930.4 million) in cash and short-term investments that are readily realizable securities. Management monitors the value, currency and duration of cash and investments held by the Operating Subsidiaries to ensure that they are able to meet their insurance and other liabilities as they become due and was satisfied that there was a comfortable margin of liquidity as at March 31, 2019 and for the foreseeable future.
On an ongoing basis, our Operating Subsidiaries’ sources of funds primarily consist of premiums written, investment income and proceeds from sales and redemptions of investments. Cash is used primarily to pay reinsurance premiums, losses and loss adjustment expenses, brokerage commissions, general and administrative expenses, taxes, interest and dividends and to purchase new investments. The potential for individual large claims and for accumulations of claims from single events means that substantial and unpredictable payments may need to be made within relatively short periods of time.
We manage these risks by making regular forecasts of the timing and amount of expected cash outflows and ensuring that we maintain sufficient balances in cash and short-term investments to meet these estimates. Notwithstanding this policy, if our cash flow forecast is incorrect, we could be forced to liquidate investments prior to maturity, potentially at a significant loss. Historically, we have not had to liquidate investments at a significant loss to maintain sufficient levels of liquidity.

54


The liquidity of our Operating Subsidiaries is also affected by the terms of our contractual obligations to policyholders and by undertakings to certain regulatory authorities to facilitate the issue of letters of credit or maintain certain balances in trust funds for the benefit of policyholders. For more information on these arrangements, including a table showing the forms of collateral or other security provided in respect of these obligations and undertakings, see Note 19(a) of the “Notes to the Audited Consolidated Financial Statements” in our 2018 Annual Report on Form 10-K filed with the SEC.
Consolidated Cash Flows for the Three Months Ended March 31, 2019. Total net cash flow used in operations for the three months ended March 31, 2019 was $179.5 million, a $56.7 million increase from the $122.8 million of cash flow used in operating activities in the comparative period in 2018. The increase in cash flow used in operations is mainly attributable to a reduction in realized investment gains compared to the prior period. For the three months ended March 31, 2019, the cash flow used in operations required funds to be realized from the investment portfolio to provide a sufficiency of liquidity to meet our operating requirements.
Letter of Credit Facilities. For information relating to our credit facilities, refer to Note 17 of the unaudited condensed consolidated financial statements contained in this report.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations under long-term debt, operating leases (net of subleases) and reserves relating to insurance and reinsurance contracts as at March 31, 2019:
 
2019
 
2020
 
2021
 
2022
 
2023
 
Later
Years
 
Total
 
($ in millions)
Operating Lease Obligations
$
12.9

 
$
14.2

 
$
11.8

 
$
9.4

 
$
8.9

 
$
64.5

 
$
121.7

Long-Term Debt Obligations(1)
—

 
125.0

 
—

 
—

 
300.0

 
—

 
425.0

Reserves for losses and LAE(2)
840.5

 
1,920.5

 
1,067.3

 
694.2

 
473.3

 
2,004.5

 
7,000.3

Total
$
853.4

 
$
2,059.7

 
$
1,079.1

 
$
703.6

 
$
782.2

 
$
2,069.0

 
$
7,547.0


(1) 
The long-term debt obligations disclosed above do not include $21.5 million of annual interest payments on our outstanding senior notes or dividends payable to holders of our preference shares or the Loan Notes issued by Silverton in the amount of $5.9 million.
(2) 
In estimating the time intervals into which payments of our reserves for losses and loss adjustment expenses fall, as set out above, we utilized actuarially assessed payment patterns. By the nature of the insurance and reinsurance contracts under which these liabilities are assumed, there can be no certainty that actual payments will fall in the periods shown above and there could be a material acceleration or deceleration of claims payments depending on factors outside our control. The total amount of payments in respect of our reserves, as well as the timing of such payments, may differ materially from our current estimates for the reasons set out in our 2018 Annual Report on Form 10-K under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies — Reserves for Losses and Loss Expenses” filed with the SEC and due to the factors set out in this report under “Cautionary Statement Regarding Forward-Looking Statements” below.
Further information on operating leases is given in Item 2, “Properties” in our 2018 Annual Report on Form 10-K filed with the SEC. For a discussion of our derivative instruments, refer to Note 10 to our unaudited condensed consolidated financial statements included in this report.
Effects of Inflation
Inflation may have a material effect on our consolidated results of operations by its effect on interest rates and on the cost of settling claims. The potential exists, after a catastrophe or other large property loss, for the development of inflationary pressures in a local economy as the demand for services such as construction typically surges. The cost of settling claims may also be increased by global commodity price inflation. We seek to take both these factors into account when setting reserves for any events where we think they may be material.
Our calculation of reserves for losses and loss expenses in respect of casualty business includes assumptions about future payments for settlement of claims and claims-handling expenses, such as medical treatments and litigation costs. We write casualty business in the United States, the United Kingdom and Australia and certain other territories, where claims inflation has in many years run at higher rates than general inflation. To the extent inflation causes these costs to increase above reserves established for these claims, we will be required to increase our loss reserves with a corresponding reduction in earnings. The actual effects of inflation on our results cannot be accurately known until claims are ultimately settled.
In addition to general price inflation we are exposed to a persisting long-term upwards trend in the cost of judicial awards for damages. We seek to take this into account in our pricing and reserving of casualty business.

55


We also seek to take into account the projected impact of inflation on the likely actions of central banks in the setting of short-term interest rates and consequent effects on the yields and prices of fixed income securities. As at March 31, 2019, we consider that although inflation is currently low, there is a risk that inflation, interest rates and bond yields may rise, resulting in a decrease in the market value of certain of our fixed interest investments.
Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that reflect our current views with respect to future events. Statements that use the terms “believe,” “do not believe,” “anticipate,” “expect,” “assume,” “objective,” “target,” “plan,” “estimate,” “project,” “seek,” “will,” “may,” “aim,” “likely,” “continue,” “intend,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “on track,” and similar expressions of a future or forward-looking nature are intended to identify forward-looking statements. We intend these forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of risks, uncertainties, assumptions and other factors, many of which are outside Aspen’s control, that could cause actual results to differ materially from such statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. We believe that these factors include, but are not limited to, those set forth under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission, including, but not limited to, the following:
•
operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, reinsurers or suppliers) may be greater than expected following the consummation of the Merger;
•
the amount of the costs, fees, expenses and other charges related to the Merger may be greater than expected;
•
our controlling shareholder owns all of our ordinary shares and has the power to determine the affairs of the Company, including in ways not favorable to the interests of holders of the Preference Shares;
•
the actual development of losses and expenses impacting estimates for Typhoon Jebi and Hurricane Florence that occurred in the third quarter of 2018 and subsequently Hurricane Michael in the fourth quarter of 2018, the Northern and Southern California wildfires that occurred in the fourth quarter of 2017 and Hurricanes Harvey, Irma and Maria and the earthquakes in Mexico that occurred in the third quarter of 2017;
•
the impact of complex and unique causation and coverage issues associated with the attribution of losses to wind or flood damage or other perils such as fire or business interruption relating to such events;
•
potential uncertainties relating to reinsurance recoveries, reinstatement premiums and other factors inherent in loss estimation;
•
the reliability of, and changes in assumptions to, natural and man-made catastrophe pricing, accumulation and estimated loss models;
•
our ability to successfully develop and execute our Effectiveness and Efficiency Program;
•
our ability to successfully implement steps to further optimize the business portfolio, ensure capital efficiency and enhance investment returns;
•
the possibility of greater frequency or severity of claims and loss activity, including as a result of natural or man-made (including economic and political risks) catastrophic or material loss events, than our underwriting, reserving, reinsurance purchasing or investment practices have anticipated;
•
the assumptions and uncertainties underlying reserve levels that may be impacted by future payments for settlements of claims and expenses or by other factors causing adverse or favorable development, including our assumptions on inflation costs associated with long-tail casualty business which could differ materially from actual experience;
•
the United Kingdom’s decision to withdraw from the European Union;
•
a decline in our Operating Subsidiaries’ ratings with S&P, A.M. Best or Moody’s;
•
loss of one or more of our senior underwriters or key personnel;
•
the reliability of, and changes in assumptions to, natural and man-made catastrophe pricing, accumulation and estimated loss models;
•
decreased demand for our insurance or reinsurance products;
•
cyclical changes in the insurance and reinsurance industry;

56


•
the models we use to assess our exposure to losses from future natural catastrophes (“catastrophes”) contain inherent uncertainties and our actual losses may differ significantly from expectations;
•
our capital models may provide materially different indications than actual results;
•
increased competition from existing (re)insurers and from alternative capital providers and insurance-linked funds and collateralized special purpose insurers on the basis of pricing, capacity, coverage terms, new capital, binding authorities to brokers or other factors and the related demand and supply dynamics as contracts come up for renewal;
•
our ability to execute our business plan to enter new markets, introduce new products and teams and develop new distribution channels, including their integration into our existing operations;
•
our acquisition strategy;
•
changes in market conditions in the agriculture industry, which may vary depending upon demand for agricultural products, weather, commodity prices, natural disasters, and changes in legislation and policies related to agricultural products and producers;
•
termination of, or changes in, the terms of the U.S. Federal Multiple Peril Crop Insurance Program or 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;
•
consolidation in the insurance and reinsurance industry;
•
our ability to declare dividends, or to arrange banking facilities as a result of prevailing market conditions, the level of catastrophes or other losses or changes in our financial results;
•
changes in general economic conditions, including inflation, deflation, foreign currency exchange rates, interest rates and other factors that could affect our interest rate swaps program and our overall financial results;
•
the risk of a material decline in the value or liquidity of all or parts of our investment portfolio;
•
the risks associated with the management of capital on behalf of investors;
•
a failure in our operational systems or infrastructure or those of third parties, including those caused by security breaches or cyber attacks, or data protection failures;
•
evolving issues with respect to interpretation of coverage after major loss events;
•
our ability to adequately model and price the effects of climate cycles and climate change;
•
any intervening legislative or governmental action and changing judicial interpretation and judgments on insurers’ liability to various risks;
•
the risks related to litigation;
•
the effectiveness of our risk management loss limitation methods, including our reinsurance purchasing;
•
changes in the availability, cost or quality of reinsurance or retrocessional coverage;
•
changes in the total industry losses or our share of total industry losses resulting from events, such as catastrophes, that have occurred in prior years or may occur and, with respect to such events, our reliance on loss reports received from cedants and loss adjustors, our reliance on industry loss estimates and those generated by modeling techniques, changes in rulings on flood damage or other exclusions as a result of prevailing lawsuits and case law;
•
the impact of one or more large losses from events other than natural catastrophes or by an unexpected accumulation of attritional losses and deterioration in loss estimates;
•
the impact of acts of terrorism, acts of war and related legislation;
•
any changes in our reinsurers’ credit quality and the amount and timing of reinsurance recoverables;
•
our reliance on information and technology and third-party service providers for our operations and systems;
•
the level of inflation in repair costs due to limited availability of labor and materials after catastrophes;
•
the failure of our reinsurers, policyholders, brokers or other intermediaries to honor their payment obligations;
•
our reliance on the assessment and pricing of individual risks by third parties;
•
our dependence on a few brokers for a large portion of our revenues;
•
the persistence of heightened financial risks, including excess sovereign debt and risks in the banking system;
•
changes in government regulations or tax laws in jurisdictions where we conduct business;
•
changes in accounting principles or policies or in the application of such accounting principles or policies;
•
increased counterparty risk due to the credit impairment of financial institutions; and

57


•
Aspen Holdings or Aspen Bermuda becoming subject to income taxes in the United States or the United Kingdom.
In addition, any estimates relating to loss events involve the exercise of considerable judgment in the setting of reserves and reflect a combination of ground-up evaluations, information available to date from brokers and cedants, market intelligence, initial tentative loss reports and other sources. The actuarial range of reserves provided, if any, is based on our then current state of knowledge and explicit and implicit assumptions relating to the incurred pattern of claims, the expected ultimate settlement amount, inflation, and dependencies between lines of business. Due to the complexity of factors contributing to losses and the preliminary nature of the information used to prepare estimates, there can be no assurance that our ultimate losses will remain within stated amounts.
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 this report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, or to disclose any difference between our actual results and those reflected in such statements.

58



Reconciliation of Non-U.S. GAAP Financial Measures
Average equity, a non-U.S. GAAP financial measure, is used in calculating ordinary shareholders’ return on average equity. Average equity is calculated by taking the arithmetic average of total shareholders’ equity on a monthly basis for the stated periods excluding (i) the average share of equity due to non-controlling interests and (ii) the average value of preference shares less issue expenses.
 
 
As at March 31, 2019
 
As at December 31, 2018
 
 
($ in millions)
Total shareholders’ equity
 
$
2,717.2

 
$
2,656.0

Total non-controlling interest
 
(3.5
)
 
(3.7
)
Total preference shares
 
(511.9
)
 
(511.9
)
Average adjustment
 
(30.7
)
 
156.8

Average equity
 
$
2,171.1

 
$
2,297.2


Operating income, a non-U.S. GAAP financial measure, is an internal performance measure used by us in the management of our operations. It represents after-tax operational results excluding, as applicable, after-tax: net realized and unrealized gains or losses on investments, net realized and unrealized foreign exchange gains or losses, changes to the fair value of derivatives and amortization of intangible assets and other non-recurring income or expenses which includes adviser fees associated with the Merger Agreement. We exclude these amounts from our calculation of operating income because the amount of these gains or losses is heavily influenced by, and fluctuates in part, according to the availability of market opportunities. We believe these amounts are largely independent of our business and underwriting process and including them distorts the analysis of trends in its operations. In addition to presenting net income determined in accordance with U.S. GAAP, we believe that showing operating income enables investors, analysts, rating agencies and other users of our financial information to more easily analyze our results of operations in a manner similar to how management analyzes our underlying business performance. Operating income should not be viewed as a substitute for U.S. GAAP net income.
 
 
Three Months Ended March 31, 2019
 
Three Months Ended March 31, 2018
 
 
($ in millions)
Net income
 
$
10.6

 
$
30.8

Add (deduct) after tax income:
 
 
 
 
Net realized and unrealized investment losses/(gains)
 
(35.3
)
 
37.8

Net realized and unrealized exchange (gains)/losses
 
(3.7
)
 
4.1

Changes to the fair value of derivatives
 
53.4

 
(19.5
)
Amortization and other non-recurring expenses
 
34.3

 
9.8

Proportion due to non-controlling interest
 
0.2

 
(0.2
)
Operating income after tax and non-controlling interest
 
59.5

 
62.8

Preference shares dividends
 
(7.6
)
 
(7.6
)
Net income available to ordinary shareholders
 
$
51.9

 
$
55.2



 


59


Item 3. Quantitative and Qualitative Disclosures about Market Risk
We believe we are principally exposed to three types of market risk: interest rate risk, foreign currency risk and credit risk.
Interest rates risk. Our investment portfolio consists primarily of fixed income securities. Accordingly, our primary market risk exposure is to changes in interest rates. Fluctuations in interest rates have a direct impact on the market valuation of these securities. As interest rates rise, the market value of our fixed income portfolio falls, and the converse is also true. We manage interest rate risk by maintaining a short to medium duration portfolio to reduce the effect of interest rate changes on book value. In addition, we partially mitigate our exposure to interest rate changes by entering into interest rate swaps with financial institution counterparties in the ordinary course of our investment activities. For more information on our interest rate swaps, please refer to Note 10 “Derivative Contracts” in the unaudited condensed consolidated financial statements contained in this report.
As at March 31, 2019, our fixed income portfolio (including cash and accrued interest within the managed portfolios) had an approximate duration of 3.54 years excluding the impact of interest rate swaps. The table below depicts interest rates change scenarios and the effects on our interest rate sensitive invested assets:
Effect of Changes in Interest Rates on Portfolio Given a Parallel Shift in the Yield Curve
Movement in Rates in Basis Points
 
-100
 
-50
 
—
 
50
 
100
 
 
($ in millions, except percentages)
Market value
 
7,046.2

 
6,926.4

 
6,806.6

 
6,686.8

 
6,567.0

Gain/(loss)
 
239.6

 
119.8

 
—

 
(119.8
)
 
(239.6
)
Percentage of portfolio
 
3.5
%
 
1.8
%
 
—
%
 
(1.8
)%
 
(3.5
)%
Foreign currency risk. Our reporting currency is the U.S. Dollar. The functional currencies of our operations include U.S. Dollars, British Pounds, Euros, Canadian Dollars, Swiss Francs, Australian Dollars and Singaporean Dollars. As at March 31, 2019, 87.5% (December 31, 2018 — 88.3%) of our cash, cash equivalents and investments were held in U.S. Dollars, 5.5% (December 31, 2018 — 5.3%) were in British Pounds and 7.0% (December 31, 2018 — 6.5%) were in other currencies. For the three months ended March 31, 2019, 18.9% (December 31, 2018 — 16.7%) of our gross premiums were written in currencies other than the U.S. Dollar and the British Pound and we expect that a similar proportion will be written in currencies other than the U.S. Dollar and the British Pound in the remainder of 2019.
Other foreign currency amounts are re-measured to the appropriate functional currency and the resulting foreign exchange gains or losses are reflected in the statement of operations. Functional currency amounts of assets and liabilities are then translated into U.S. Dollars. The unrealized gain or loss from this translation, net of tax, is recorded as part of shareholders’ equity. The change in unrealized foreign currency translation gain or loss during the period, net of tax, is a component of comprehensive income. Both the re-measurement and translation are calculated using appropriate historic or current exchange rates for the balance sheets and average exchange rates for the statement of operations. We may experience exchange losses to the extent our foreign currency exposure is not properly managed or otherwise hedged, which in turn would adversely affect our results of operations and financial condition. Taking into account the impact from foreign exchange contracts to manage foreign currency risk, management estimates that a 10% change in the exchange rate between British Pounds and U.S. Dollars as at March 31, 2019 would have impacted net reportable British Pound net assets by approximately $4.1 million for the three months ended March 31, 2019 (December 31, 2018 — approximately $15.9 million).
We manage our foreign currency risk by seeking to match our liabilities under insurance and reinsurance policies that are payable in foreign currencies with investments that are denominated in these currencies. This may involve the use of foreign exchange contracts from time to time. A foreign exchange contract involves an obligation to purchase or sell a specified currency at a future date at a price set at the time of the contract. Foreign exchange contracts will not eliminate fluctuations in the value of our assets and liabilities denominated in foreign currencies, but rather allow us to establish a rate of exchange for a future point in time. For a discussion of our derivative instruments including foreign exchange contracts, refer to Note 10 to our unaudited condensed consolidated financial statements included in this report.
Credit risk. We have exposure to credit risk primarily as a holder of fixed income securities. Our risk management strategy and investment policy is to invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to particular ratings categories, business sectors and any one issuer. As at March 31, 2019, the average rating of fixed income securities in our investment portfolio was “AA-” (December 31, 2018 — “AA-”).
In addition, we are exposed to the credit risk of our insurance and reinsurance brokers to whom we make claims payments for our policyholders, as well as to the credit risk of our reinsurers and retrocessionaires who assume business from us. Other than fully collateralized reinsurance, the substantial majority of our reinsurers have a rating of “A” (Excellent), the third highest of fifteen rating levels, or better by A.M. Best and the minimum rating of any of our material reinsurers is “A-” (Excellent), the fourth highest of fifteen rating levels, by A.M. Best.

60


Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the design and operation of the Company’s disclosure controls and procedures as of the end of the period of this report. Our management does not expect that our disclosure controls or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. As a result of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons or by collusion of two or more people. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. As a result of the inherent limitations in a cost-effective control system, misstatement due to error or fraud may occur and not be detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure requirements are met. Based on the evaluation of the disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed in the reports filed or submitted to the SEC under the Exchange Act by the Company is recorded, processed, summarized and reported in a timely fashion, and is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
The Company’s management has performed an evaluation, with the participation of the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2019. Based upon that evaluation, the Company’s management is not aware of any change in its internal control over financial reporting that occurred during the three months ended March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the effectiveness of the Company’s internal control over financial reporting.

61


PART II
OTHER INFORMATION 
Item 1. Legal Proceedings
Similar to the rest of the insurance and reinsurance industry, we are subject to litigation and arbitration in the ordinary course of our business. Our Operating Subsidiaries are regularly engaged in the investigation, conduct and defense of disputes, or potential disputes, resulting from questions of insurance or reinsurance coverage or claims activities. Pursuant to our insurance and reinsurance arrangements, many of these disputes are resolved by arbitration or other forms of alternative dispute resolution. In some jurisdictions, noticeably the U.S., a failure to deal with such disputes or potential disputes in an appropriate manner could result in an award of “bad faith” punitive damages against our Operating Subsidiaries. In addition, we may be subject to lawsuits and regulatory actions in the normal course of business that do not arise from, or directly relate to, insurance and reinsurance coverage or claims. This category of litigation typically involves, among other things, allegations of underwriting errors or omissions, employment claims or regulatory activity.
While any legal or arbitration proceedings contain an element of uncertainty, we do not believe that the eventual outcome of any specific litigation, arbitration or alternative dispute resolution proceedings to which we are currently a party will have a material adverse effect on the financial condition of our business as a whole.

Item 1A. Risk Factors
You should carefully consider the risk factors and all other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC and supplemented by the following risk factor and other information in this report. Please refer to the “Cautionary Statement Regarding Forward-Looking Statements” provided above in this report.
Our controlling shareholder owns all of our ordinary shares and has the power to determine the affairs of the Company, including in ways not favorable to the interests of holders of the Preference Shares.
Parent owns 100% of the ordinary shares of the Company. As a result, Parent has power to elect our directors and to determine the outcome of any action requiring shareholder approval. Parent’s interests may differ from the interests of the holders of the Preference Shares and, given Parent’s controlling interest in the Company, circumstances may arise under which it may exercise its control in a manner that is not favorable to the interests of the holders of the Preference Shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
For information on the treatment of the Company’s outstanding ordinary shares and equity awards in connection with the Merger, see Notes 13 and 14 of the unaudited condensed Consolidated Financial Statements in this report. The Company did not repurchase any of its ordinary shares during the quarter ended March 31, 2019.
Item 3. Defaults Upon Senior Securities
None. 
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Disclosure of Certain Activities Relating to Iran
Section 13(r) of the Securities Exchange Act of 1934, as amended (“Section 13(r)”), requires all issuers that file annual or quarterly reports with the SEC to disclose certain activities, transactions or dealings with Iran. Many of the activities, transactions and dealings that Section 13(r) requires to be reported were previously subject to U.S. sanctions or prohibited by applicable local law. On January 16, 2016, the United States and the E.U. eased sanctions against Iran pursuant to the Joint Comprehensive Plan of Action, and many of the reportable activities, transactions and dealings under Section 13(r) are no longer subject to U.S. sanctions and no longer prohibited by applicable local law.
Certain of our operations located outside the United States underwrite marine and energy treaties on a worldwide basis and, as a result, the underlying insurance and reinsurance portfolios may have exposure to the Iranian petroleum resources, refined petroleum, and petrochemical industries. For example, certain of our operations underwrite global marine hull and cargo policies that provide coverage for vessels navigating into and out of ports worldwide, including Iran. We do not believe that any coverage

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we have provided has directly or significantly facilitated or contributed to the Iranian petroleum resources, refined petroleum, or petrochemical industry.
For the quarter ended March 31, 2019, we are not aware of any premium apportionment with respect to underwriting insurance or reinsurance activities reportable under Section 13(r). Should any such risks have entered into the stream of commerce covered by the insurance and reinsurance portfolios underlying our treaties, we believe that the premiums associated with such business would be immaterial.

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Item 6. Exhibits
(a) The following sets forth those exhibits filed or submitted pursuant to Item 601 of Regulation S-K:
Exhibit
Number
 
Description
2.1

 
3.1

 
3.2

 
10.1

 
10.2

 
10.3

 
10.4

 
10.5

 
10.6

 
10.7

 
10.8

 
10.9

 
31.1

 
31.2

 
32.1

 
101

 
The following financial information from Aspen Insurance Holdings Limited’s quarterly report on Form 10-Q for the quarter ended March 31, 2019 formatted in XBRL: (i) Unaudited Condensed Consolidated Balance Sheets at March 21, 2019 and December 31, 2018; (ii) Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income for the three ended March 31, 2019 and 2018; (iii) Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three ended March 31, 2019 and 2018; (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the three ended March 31, 2019 and 2018; and (v) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text and in detail.*
 
* As provided in Rule 406T of Regulation S-T, this information is “furnished” herewith and not “filed” for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Exchange Act. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act unless Aspen Holdings specifically incorporates it by reference.



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
 
 
 
 
(Registrant)
 
 
 
 
 
Date:
May 8, 2019
By:
 
/s/ Mark Cloutier
 
 
 
 
Mark Cloutier
 
 
 
 
Chief Executive Officer
 
 
 
 
 
Date:
May 8, 2019
By:
 
/s/ Scott Kirk
 
 
 
 
Scott Kirk
 
 
 
 
Chief Financial Officer

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