Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 
 
For the quarterly period ended September 30, 2016
 
 
 
 
 
OR
 
 
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to ______
Commission file number 1-10804
XL GROUP LTD
(Exact name of registrant as specified in its charter)

Bermuda
 
98-1304974
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
O'Hara House, One Bermudiana Road, Hamilton HM 08, Bermuda
(Address of principal executive offices and zip code)
(441) 292-8515
(Registrant’s telephone number, including area code)
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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of November 1, 2016, there were 269,059,862 outstanding Common Shares, $0.01 par value per share, of the registrant.



XL GROUP LTD
INDEX TO FORM 10-Q
 
 
Page No.
 
 
 
 
 
 
 
Unaudited Consolidated Balance Sheets at September 30, 2016 and December 31, 2015
 
Unaudited Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2016 and 2015
 
Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015
 
Unaudited Consolidated Statements of Shareholders’ Equity for the Nine Months Ended September 30, 2016 and 2015
 
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
 
 
 
 
 
 
Item 5.
Other Information
 





PART I – FINANCIAL INFORMATION

ITEM 1.
 
FINANCIAL STATEMENTS
XL GROUP LTD
UNAUDITED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share data)
September 30, 2016
 
December 31, 2015
ASSETS
Investments:
 

 
 

Fixed maturities, at fair value (amortized cost: 2016 - $30,402,019; 2015 - $31,517,654)
$
31,934,135

 
$
32,257,589

Equity securities, at fair value (cost: 2016 - $968,040; 2015 - $834,079)
1,038,165

 
878,919

Short-term investments, at fair value (amortized cost: 2016 - $655,792; 2015 - $618,851)
652,772

 
617,390

Total investments available for sale
$
33,625,072

 
$
33,753,898

Fixed maturities, at fair value (amortized cost: 2016 - $1,480,434; 2015 - $1,263,609)
1,608,882

 
1,235,699

Short-term investments, at fair value (amortized cost: 2016 - $24,179; 2015 - $60,176)
24,169

 
60,330

Total investments, trading
$
1,633,051

 
$
1,296,029

Investments in affiliates
2,118,489

 
1,708,899

Other investments
1,260,938

 
1,433,057

Total investments
$
38,637,550

 
$
38,191,883

Cash and cash equivalents
3,393,277

 
3,256,236

Restricted cash
150,118

 
154,992

Accrued investment income
285,504

 
312,667

Deferred acquisition costs and value of business acquired
989,733

 
890,568

Ceded unearned premiums
1,917,127

 
1,821,793

Premiums receivable
5,925,969

 
4,712,493

Reinsurance balances receivable
524,343

 
418,666

Unpaid losses and loss expenses recoverable
5,481,882

 
5,262,706

Receivable from investments sold
105,781

 
231,158

Goodwill and other intangible assets
2,234,071

 
2,210,266

Deferred tax asset
219,905

 
282,311

Other assets
906,790

 
937,199

Total assets
$
60,772,050

 
$
58,682,938

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
 

 
 

Unpaid losses and loss expenses
$
26,170,383

 
$
25,439,744

Deposit liabilities
1,138,789

 
1,168,376

Future policy benefit reserves
3,721,451

 
4,163,500

Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable: 2016 - $3,288,908; 2015 - $3,719,131)
1,283,055

 
914,629

Unearned premiums
7,724,957

 
7,043,358

Notes payable and debt
2,647,000

 
2,644,970

Reinsurance balances payable
2,698,185

 
2,117,727

Payable for investments purchased
370,456

 
130,060

Deferred tax liability
108,996

 
120,651

Other liabilities
1,315,898

 
1,285,460

Total liabilities
$
47,179,170

 
$
45,028,475

Commitments and Contingencies


 


Shareholders’ Equity:
 

 
 

Common shares, 999,990,000 authorized, par value $0.01; issued and outstanding (2016 - 270,371,192; 2015 - 294,745,045)
$
2,704

 
$
2,947

Additional paid in capital
8,165,141

 
8,910,167

Accumulated other comprehensive income
1,519,805

 
686,616

Retained earnings
1,924,516

 
2,077,349

Shareholders’ equity attributable to XL Group Ltd
$
11,612,166

 
$
11,677,079

Non-controlling interest in equity of consolidated subsidiaries
1,980,714

 
1,977,384

Total shareholders’ equity
$
13,592,880

 
$
13,654,463

Total liabilities and shareholders’ equity
$
60,772,050

 
$
58,682,938

See accompanying Notes to Unaudited Consolidated Financial Statements

1



XL GROUP LTD
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(U.S. dollars in thousands, except per share data)
2016
 
2015
 
2016
 
2015
Revenues:
 

 
 

 
 

 
 

Net premiums earned
$
2,434,037

 
$
2,423,552

 
$
7,320,859

 
$
5,839,605

Net investment income:
 
 
 
 
 
 
 
Net investment income - excluding Life Funds Withheld Assets
170,834

 
178,560

 
511,402

 
512,994

Net investment income - Life Funds Withheld Assets
38,937

 
46,586

 
119,643

 
143,869

Total net investment income
$
209,771

 
$
225,146

 
$
631,045

 
$
656,863

Net realized gains (losses) on investments, and net unrealized gains (losses) on investments, trading ("Trading") - Life Funds Withheld Assets:
 
 
 
 
 
 
 
Net realized gains (losses) on investments sold - excluding Life Funds Withheld Assets
68,414

 
42,513

 
131,568

 
78,630

Other-than-temporary impairments ("OTTI") on investments - excluding Life Funds Withheld Assets
(10,019
)
 
(42,013
)
 
(62,379
)
 
(69,048
)
OTTI on investments transferred to (from) other comprehensive income - excluding Life Funds Withheld Assets

 
(701
)
 
258

 
(830
)
 Net realized gains (losses) on investments sold - Life Funds Withheld Assets
44,011

 
53,780

 
108,541

 
174,555

OTTI on investments - Life Funds Withheld Assets

 
(2,023
)
 
(2,598
)
 
(10,110
)
Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
41,270

 
(149
)
 
165,653

 
(18,932
)
Total net realized gains (losses) on investments, and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
$
143,676


$
51,407


$
341,043


$
154,265

Net realized and unrealized gains (losses) on derivative instruments
5,490

 
(7,903
)
 
2,774

 
57,127

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(225,610
)
 
(126,140
)
 
(691,432
)
 
(116,333
)
Income (loss) from investment fund affiliates
12,156

 
(3,715
)
 
20,756

 
62,991

Fee income and other
8,600

 
7,355

 
27,724

 
23,095

Total revenues
$
2,588,120

 
$
2,569,702

 
$
7,652,769

 
$
6,677,613

Expenses:
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$
1,491,803

 
$
1,464,285

 
$
4,506,674

 
$
3,385,307

Claims and policy benefits
5,875

 
22,579

 
16,294

 
64,047

Acquisition costs
403,888

 
409,173

 
1,227,675

 
904,486

Operating expenses
508,458

 
570,142

 
1,546,360

 
1,403,152

Foreign exchange (gains) losses
(1,695
)
 
11,661

 
(54,614
)
 
49,425

Loss (gain) on sale of subsidiary
(3,670
)
 

 
(3,670
)
 

Interest expense
49,445

 
51,929

 
157,486

 
153,034

Total expenses
$
2,454,104

 
$
2,529,769

 
$
7,396,205

 
$
5,959,451

Income (loss) before income tax and income (loss) from operating affiliates
$
134,016

 
$
39,933

 
$
256,564

 
$
718,162

Income (loss) from operating affiliates
12,410

 
8,196

 
46,478

 
40,326

Gain on sale of operating affiliate

 

 

 
340,407

Provision (benefit) for income tax
17,749

 
(37,042
)
 
42,511

 
20,135

Net income (loss)
$
128,677

 
$
85,171

 
$
260,531

 
$
1,078,760

Non-controlling interests
58,076

 
57,889

 
124,263

 
100,158

Net income (loss) attributable to common shareholders
$
70,601

 
$
27,282

 
$
136,268

 
$
978,602

Weighted average common shares and common share equivalents outstanding, in thousands – basic
273,660

 
301,867

 
282,442

 
282,506

Weighted average common shares and common share equivalents outstanding, in thousands – diluted
277,094

 
306,954

 
286,125

 
287,473

Earnings (loss) per common share and common share equivalent – basic
$
0.26

 
$
0.09

 
$
0.48

 
$
3.46

Earnings (loss) per common share and common share equivalent – diluted
$
0.25

 
$
0.09

 
$
0.48

 
$
3.40

See accompanying Notes to Unaudited Consolidated Financial Statements

2



XL GROUP LTD
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Net income (loss) attributable to common shareholders
$
70,601

 
$
27,282

 
$
136,268

 
$
978,602

Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
(25,188
)
 
(97,658
)
 
530,344

 
(356,248
)
Change in adjustments related to future policy benefit reserves, net of tax
2,058

 
40,681

 
27,820

 
127,365

Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
77,242

 
(33,569
)
 
206,480

 
(317,500
)
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
7,457

 
(10,394
)
 
(31,091
)
 
24,293

Change in OTTI losses recognized in other comprehensive income, net of tax
1,461

 
2,137

 
5,580

 
13,570

Change in underfunded pension liability, net of tax
4,037

 
93

 
3,088

 
(261
)
Change in value of cash flow hedge
(47
)
 
12

 
(134
)
 
119

Foreign currency translation adjustments, net of tax
44,198

 
(22,394
)
 
91,102

 
(20,714
)
Comprehensive income (loss)
$
181,819

 
$
(93,810
)
 
$
969,457

 
$
449,226

See accompanying Notes to Unaudited Consolidated Financial Statements


3



XL GROUP LTD
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Common Shares:
 

 
 

Balance - beginning of year
$
2,947

 
$
2,552

Issuance of common shares
16

 
515

Buybacks of common shares
(262
)
 
(78
)
Exercise of stock options
3

 
4

Balance - end of period
$
2,704

 
$
2,993

Additional Paid in Capital:
 

 
 

Balance - beginning of year
$
8,910,167

 
$
7,359,102

Issuance of common shares
23

 
1,856,253

Buybacks of common shares
(790,541
)
 
(228,857
)
Exercise of stock options
5,731

 
7,900

Share-based compensation
39,761

 
42,009

Balance - end of period
$
8,165,141

 
$
9,036,407

Accumulated Other Comprehensive Income (Loss):
 

 
 

Balance - beginning of year
$
686,616

 
$
1,484,458

Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
530,344

 
(356,248
)
Change in adjustments related to future policy benefit reserves, net of tax
27,820

 
127,365

Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
206,480

 
(317,500
)
Change in net unrealized gains (losses) on affiliate and other investments, net of tax
(31,091
)
 
24,293

Change in OTTI losses recognized in other comprehensive income, net of tax
5,580

 
13,570

Change in underfunded pension liability, net of tax
3,088

 
(261
)
Change in value of cash flow hedge
(134
)
 
119

Foreign currency translation adjustments, net of tax
91,102

 
(20,714
)
Balance - end of period
$
1,519,805

 
$
955,082

Retained Earnings (Deficit):
 

 
 

Balance - beginning of year
$
2,077,349

 
$
1,187,639

Net income (loss) attributable to common shareholders
136,268

 
978,602

Dividends on common shares
(170,172
)
 
(151,997
)
Buybacks of common shares
(115,334
)
 
(63,334
)
Share-based compensation
(3,595
)
 
(7,163
)
Balance - end of period
$
1,924,516

 
$
1,943,747

Non-controlling Interest in Equity of Consolidated Subsidiaries:
 

 
 

Balance - beginning of year
$
1,977,384

 
$
1,402,015

Non-controlling interests - contributions
6,393

 
10,292

Non-controlling interests - distributions
(7,958
)
 
(17,519
)
Non-controlling interests - acquired

 
562,285

Non-controlling interests
5,916

 
5,206

Non-controlling interest share in change in accumulated other comprehensive income (loss)
(1,021
)
 

Balance - end of period
$
1,980,714

 
$
1,962,279

Total Shareholders’ Equity
$
13,592,880

 
$
13,900,508

See accompanying Notes to Unaudited Consolidated Financial Statements


4



XL GROUP LTD
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Cash flows provided by (used in) operating activities:
 
 
 
Net income (loss)
$
260,531

 
$
1,078,760

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
Total net realized (gains) losses on investments and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets
(341,043
)
 
(154,265
)
Net realized and unrealized (gains) losses on derivative instruments
(2,774
)
 
(57,127
)
Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
691,432

 
116,333

Amortization of premiums (discounts) on fixed maturities
143,855

 
143,118

(Income) loss from investment and operating affiliates
(25,915
)
 
(72,802
)
Loss (gain) on sale of life subsidiary
(3,670
)
 

Gain on sale of ARX Holding Corp.

 
(340,407
)
Share-based compensation
60,514

 
57,695

Depreciation and amortization
86,014

 
50,662

Accretion of deposit liabilities
33,133

 
32,098

Changes in:
 
 
 
Unpaid losses and loss expenses
820,938

 
16,169

Future policy benefit reserves
(156,804
)
 
(208,286
)
Funds withheld on GreyCastle life retrocession arrangements, net
(203,983
)
 
(213,749
)
Unearned premiums
731,463

 
225,785

Premiums receivable
(1,294,936
)
 
(334,537
)
Unpaid losses and loss expenses recoverable
(255,627
)
 
(346,847
)
Ceded unearned premiums
(122,856
)
 
(16,172
)
Reinsurance balances receivable
(111,238
)
 
(918
)
Deferred acquisition costs and value of business acquired
(88,261
)
 
(40,087
)
Reinsurance balances payable
587,682

 
389,494

Deferred tax asset - net
(11,015
)
 
(38,619
)
Derivatives
45,469

 
163,663

Other assets
(96,971
)
 
(30,670
)
Other liabilities
(41,972
)
 
39,841

Other
(54,355
)
 
50,368

Total adjustments
$
389,080

 
$
(569,260
)
Net cash provided by (used in) operating activities
$
649,611

 
$
509,500

Cash flows provided by (used in) investing activities:
 
 
 
Proceeds from sale of fixed maturities and short-term investments
$
9,581,243

 
$
10,568,708

Proceeds from redemption of fixed maturities and short-term investments
3,010,158

 
2,787,870

Proceeds from sale of equity securities
411,330

 
443,941

Purchases of fixed maturities and short-term investments
(11,557,045
)
 
(12,720,937
)
Purchases of equity securities
(611,086
)
 
(436,622
)
Proceeds from sale of affiliates
325,050

 
724,382

Purchases of affiliates
(556,548
)
 
(94,745
)
Purchase of subsidiaries, net of cash acquired
(92,893
)
 
(1,020,015
)
Proceeds from sales of subsidiaries, net of cash sold
19,144

 

Change in restricted cash
4,874

 
(147,810
)
Other
193,392

 
(138,168
)
Net cash provided by (used in) investing activities
$
727,619

 
$
(33,396
)
Cash flows provided by (used in) financing activities:
 
 
 
Proceeds from issuance of common shares and exercise of stock options
$
5,735

 
$
7,904

Buybacks of common shares
(906,137
)
 
(292,269
)
Dividends paid on common shares
(169,346
)
 
(149,030
)
Distributions to non-controlling interests
(93,470
)
 
(80,641
)
Contributions from non-controlling interests
6,394

 
10,292

Proceeds from the issuance of debt

 
980,600

Repayment of debt
(8,248
)
 

Deposit liabilities
(63,488
)
 
(79,944
)
Net cash provided by (used in) financing activities
$
(1,228,560
)
 
$
396,912

Effects of exchange rate changes on foreign currency cash
(11,629
)
 
(54,760
)
Increase (decrease) in cash and cash equivalents
$
137,041

 
$
818,256

Cash and cash equivalents - beginning of period
3,256,236

 
2,521,814

Cash and cash equivalents - end of period
$
3,393,277

 
$
3,340,070

See accompanying Notes to Unaudited Consolidated Financial Statements

5



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Preparation and Consolidation
On July 25, 2016, XL Group plc, an Irish public limited company ("XL-Ireland"), and XL Group Ltd, a Bermuda exempted company ("XL-Bermuda"), completed a scheme of arrangement under Irish law (the "Scheme of Arrangement") that effected a transaction (the "Redomestication") that resulted in the shareholders of XL-Ireland becoming shareholders of XL-Bermuda and XL-Ireland becoming a subsidiary of XL-Bermuda. In accordance with the terms of the Scheme of Arrangement, the following steps simultaneously occurred at the effective time of the Redomestication: (i) all of the existing XL-Ireland ordinary shares, par value $0.01 per share (the "XL-Ireland shares") (other than XL-Ireland shares held by XL-Bermuda) were canceled; (ii) the reserves created on cancellation of the XL-Ireland shares were used to issue XL-Ireland shares to XL-Bermuda; and (iii) in return for such issuance of XL-Ireland shares to XL-Bermuda, XL-Bermuda issued common shares, par value $0.01 per share (the "XL-Bermuda shares"). The XL-Bermuda shares issued in connection with the redomestication were issued in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") provided under Section 3(a)(10) of the Securities Act. Upon the Redomestication, XL-Bermuda became the successor issuer to XL-Ireland and succeeded XL-Ireland’s obligation to file reports, proxy statements and other information required of domestic registrants by the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the U.S. Securities and Exchange Commission (the “SEC”).  As the successor issuer, the XL-Bermuda shares were deemed to be registered under Section 12(b) of the Exchange Act. Further, XL-Bermuda is subject to the applicable listing standards of the New York Stock Exchange ("NYSE"), and reports its financial results in U.S. dollars and under U.S. generally accepted accounting principles, in addition to any reporting requirements under Bermuda law. XL-Bermuda's shares continue in place of the XL-Ireland shares to trade on the NYSE under the ticker symbol "XL". Additionally, upon completion of the Redomestication, XL-Bermuda fully and unconditionally guaranteed the majority of the outstanding debt issued by XLIT Ltd., an exempted company incorporated under the laws of the Cayman Islands ("XL-Cayman"). See Note 10, "Notes Payable and Debt and Financing Arrangements," for more information regarding our outstanding debt.
In connection with the Redomestication, on August 3, 2016, XL-Ireland distributed the ordinary shares of XL-Cayman, to XL-Bermuda (the “Distribution”), which was recorded on the share register of XL-Cayman on August 4, 2016. As a result of the Distribution, XL-Cayman is now a direct, wholly-owned subsidiary of XL-Bermuda. It is anticipated that XL-Ireland will be liquidated (via a solvent members voluntary liquidation which was initiated on August 2, 2016) at the end of 2016 or the beginning of 2017.
Prior to July 25, 2016, unless the context otherwise indicates, references herein to the "Company" are to, and these financial statements include the accounts of, XL-Ireland and its consolidated subsidiaries. On and subsequent to July 25, 2016, unless the context otherwise indicates, references herein to the "Company" are to, and these financial statements include the accounts of, XL-Bermuda and its consolidated subsidiaries.
These unaudited consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. In addition, the year-end balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. In the opinion of management, these unaudited financial statements reflect all adjustments considered necessary for a fair statement of financial position and results of operations at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year. All inter-company accounts and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure about contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. For further information, see Item 8, Note 2(a), "Significant Accounting Policies - Basis of Preparation and Consolidation," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
On May 1, 2015, the Company completed its acquisition of Catlin Group Limited and its consolidated subsidiaries ("Catlin"). Catlin, through its wholly-owned subsidiaries, provided property, casualty and specialty insurance and reinsurance coverage on a worldwide basis. The Company's consolidated results of operations include those of Catlin from May 1, 2015. For further information, see Item 8, Note 3(c), "Acquisitions and Disposals - Catlin Acquisition," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
In May 2014, the Company ceded the majority of its life reinsurance business to GreyCastle Life Reinsurance ("GCLR") via 100% quota share reinsurance (the "GreyCastle Life Retro Arrangements"). Under the terms of the transaction, the Company continues to own, on a funds withheld basis, assets supporting the GreyCastle Life Retro Arrangements consisting of cash, fixed maturity securities and accrued interest (the "Life Funds Withheld Assets"). The Life Funds Withheld Assets are

6


XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

managed pursuant to agreed investment guidelines that meet the contractual commitments of the XL ceding companies and applicable laws and regulations. All of the investment results associated with the Life Funds Withheld Assets ultimately accrue to GCLR. Because the Company no longer shares in the risks and rewards of the underlying performance of the supporting invested assets, disclosures within the financial statement notes included herein separate the Life Funds Withheld Assets from the rest of the Company's investments. For further information, see Item 8, Note 3(e), "Acquisitions and Disposals - Sale of Life Reinsurance Subsidiary," to the Consolidated Financial Statements included the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
To facilitate period-to-period comparisons, certain reclassifications have been made to prior period consolidated financial statement amounts to conform to current period presentation.
2. Significant Accounting Policies
(a) Recent Accounting Pronouncements
In January 2016, the Financial Accounting Standards Board ("FASB") issued an accounting standards update concerning the accounting for financial instruments. The guidance retains the basic existing framework for accounting for financial instruments under GAAP, while achieving limited convergence with IFRS in this area. The guidance: (1) requires equity investments (except consolidated entities and those accounted for under the equity method of accounting) to be measured at fair value with changes in fair value recognized in net income, although equity instruments without a readily determinable fair value may be measured at cost less impairment with an adjustment for observable price changes; (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (3) eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for non-public business entities; (4) eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost on the balance sheet; (5) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (6) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial statements; (7) requires separate presentation of financial assets and financial liabilities by measurement category and form of asset in the financial statements; and (8) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale ("AFS") securities in combination with the entity's other deferred tax assets. The guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted only for the amendment relating to presentation of the change in the fair value of a liability resulting from a change in instrument-specific credit risk and should be applied as of the beginning of the fiscal year of adoption. All of the amendments from this update should be applied by means of a cumulative effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except the amendments related to impairment of equity securities without readily determinable fair values. The Company is currently evaluating the impact of this guidance, but expects that it will have an effect on results of operations as mark to market movements will prospectively impact net income. The Company does not expect this new guidance to have a material impact on the Company's financial condition or cash flows.
In February 2016, the FASB issued an accounting standards update concerning the accounting for leases. The most significant change to existing GAAP created by this standard will be the lessee recognition of lease assets and lease liabilities for those leases classified as operating. The core principle of this guidance stipulates that a lessee should recognize in the statement of financial position, initially measured at the present value of the lease payments, both a liability for contractual payments due under the lease, and an asset representing its right to use the underlying leased asset for the lease term ("right-of-use asset"). For financing leases, interest on the lease liability should be recognized separately from the amortization of the right-of-use asset in the statement of comprehensive income. Additionally, as regards the presentation of financing lease activities within the statement of cash flows, repayments of the principal portion of the lease liability should be classified within financing activities, while payments of interest on the lease liability should be classified within operating activities. For operating leases, a single net lease cost should be recognized over the lease term, generally on a straight-line basis, and all cash payments related to the lease should be classified within operating activities in the statement of cash flows. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities, and therefore recognize lease expense for such leases on a straight-line basis over the lease term. The guidance will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, which includes a number of optional practical expedients that entities may elect to apply. An entity that elects to apply the practical expedients will substantively continue to account for leases that commence before the effective date in accordance with existing GAAP, except that a right-

7



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of-use asset and a lease liability must be recorded for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were previously tracked and disclosed. The Company is currently evaluating the impact of this guidance, but expects that it will have an effect on the Company's financial condition as new assets and liabilities related to operating leases are likely to be recorded as a result of adoption. The Company does not expect this new guidance to have a material impact on the Company's results of operations or cash flows.
In March 2016, the FASB issued an accounting standards update concerning the accounting for equity method investments. The amendments in this update require an investor to increase its current basis in an investment by the cost of the acquisition of an additional interest in the investee when the investment qualifies for use of the equity method as a result of such increase in the level of ownership interest or degree of influence and adopt the equity method of accounting as of that date. Additionally, if the investment was previously accounted for as an AFS security, an entity also should immediately recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income (“AOCI”) as of that date. Thus, this new treatment is eliminating existing GAAP rules requiring retroactive adjustment of an entity’s investments, results of operations and retained earnings when an existing investment qualifies for the equity method of accounting. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, and should be applied prospectively upon their effective date. Early adoption is permitted. The Company adopted this guidance during the third quarter of 2016 and recognized approximately $4.5 million in earnings as a result of the adoption.
In March 2016, as part of its simplification initiative, the FASB issued an accounting standards update concerning the accounting for several aspects of employee share-based payment awards including: income tax consequences, classification of awards as either equity or liabilities, classification of items in the statement of cash flows, and certain expedients that entities can now elect regarding estimates and assumptions in this area. Regarding the accounting for income taxes, all excess tax benefits and tax deficiencies, including tax benefits of dividends on share-based payment awards, should be recognized as income tax expense or benefit (regardless of whether the benefit reduces taxes payable in the current period) in the income statement, as opposed to additional paid-in capital as current GAAP prescribes. The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. Regarding the classification of awards, the update changes the threshold to qualify for equity classification from the employer's minimum statutory withholding requirements to the maximum statutory tax rates in the applicable jurisdictions. Regarding the classification of cash flows, excess tax benefits should be classified along with other income tax cash flows as an operating activity, while cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity. As regards new expedients which can be elected related to estimates and assumptions in this area of accounting, the only one allowable for public business entities is that they may now make an entity-wide accounting policy election to either estimate the number of share-based payment awards that are expected to vest (which is current GAAP) or account for forfeitures as they occur. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 with early adoption permitted so long as all the amendments in the update are adopted in the same period. The amendments within the guidance related to the recognition of excess tax benefits and tax deficiencies in the income statement as opposed to in paid-in capital should be applied prospectively. The amendments related to the statement of cash flows presentation of excess tax benefits may be adopted either prospectively or retrospectively, while the amendments related to the presentation of employee taxes paid must be applied retrospectively. The remaining amendments - relating to the timing of when excess tax benefits are recognized, the change in the threshold for equity versus liability classification of certain awards, and the allowable policy election regarding forfeitures - should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company is currently evaluating the impact of this guidance, but expects that it will have an impact on the Company's financial position, results of operations and cash flows upon adoption.
In June 2016, the FASB issued an accounting standards update concerning the measurement of credit losses on financial instruments. The amendments in this update affect the measurement of various financial assets, including loans, debt securities, trade receivables, reinsurance receivables and net investments in leases. For assets measured at amortized cost, the amendments in this update require presentation at the net amount expected to be collected. This results in an allowance for all expected credit losses over an asset’s entire life, with no threshold for recognition. This allowance should be maintained in a valuation account that is deducted from the amortized cost of the asset to result in the net amount for presentation purposes. Credit loss allowances for newly created financial assets and subsequent movements in these allowances will be recognized in the income statement, except for the initial credit losses on assets that are purchased in an already credit-impaired state, which will be added to the purchase price of such assets. For AFS debt securities, credit losses should also be recorded through an allowance. The allowance for credit losses is restricted to the difference between the fair value and amortized cost of the relevant asset. The guidance will be effective for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years beginning after December 15, 2018. The updates should be adopted in a modified-retrospective approach, by means of a cumulative-effect adjustment to retained earnings at the beginning of the first reporting period in which the guidance is effective. For securities with an existing other-

8



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

than-temporary impairment or securities previously acquired with deteriorated quality the relevant provisions should be adopted prospectively. The Company is currently evaluating the impact of this guidance and expects that it will have an impact on the Company’s financial position and results of operations, but not the Company’s cash flows.
In August 2016, the FASB issued an accounting standards update concerning the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The amendments in this update are intended to address areas where GAAP is unclear and diversity in practice exists. The following areas are covered in this update: (1) debt prepayment or debt extinguishment costs; (2) settlement of zero-coupon debt instruments; (3) contingent consideration payments following a business combination; (4) proceeds from settlement of insurance claims; (5) proceeds from settlement of corporate-owned life insurance policies; (6) distributions received from equity method investees; (7) beneficial interests in securitization transactions; and (8) separation of cash flows. The guidance will be effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts this update during an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The amendments should be applied using a retrospective transition method to the period presented, unless it is impractical to do so. The Company is currently evaluating the impact of this guidance on our statement of cash flows and does not expect any material impact on the Company's financial position, or results of operations.
In October 2016 the FASB issued an accounting standards update concerning the tax effects of intra-entity asset transfers within a group. The new guidance requires an entity to reflect the income tax consequences of an intra-entity transfer of an asset other than inventory when that transfer occurs. This is a departure from current GAAP, which prohibits recognition of tax on such transfers until the asset has been sold to an external party or otherwise realized. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which no financial statements (either interim or annual) have been issued or made available for issuance. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of this guidance.
In October 2016 the FASB issued an accounting standards update concerning the evaluation of indirect interests held through related parties during the assessment of variable interest entities (“VIEs”). When identifying the primary beneficiary of a VIE, this update requires a reporting entity that acts as the single decision maker of that VIE to include, on a proportionate basis, those interests held through related parties under common control when assessing whether it holds a variable interest in that VIE. This is a change from previous GAAP, which required such indirect interests to be included in their entirety during this assessment. In the event that a reporting entity is not considered to be the primary beneficiary of the VIE following this assessment, the update does not change the requirement to assess whether the entity and its related parties under common control as a group possess the characteristics of a primary beneficiary. The guidance will be effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. When adopted, the amendments in this update must be applied retrospectively to all periods since Accounting Standards Update 2015-02 was adopted, which for the Company was Q1 2016. The Company is currently evaluating the impact of this guidance, but does not expect any material impact on the Company’s financial position, results of operations or cash flows.
3. Acquisitions and Disposals
(a)    Brooklyn Acquisition
On September 30, 2016, the Company's indirect, wholly-owned subsidiary, Catlin Holdings Limited, completed the acquisition ("Brooklyn Acquisition") of Brooklyn Underwriting Pty Limited and Brooklyn IT Pty Limited (collectively “Brooklyn”). Brooklyn is a market-leading specialty underwriting agency in Australia and Lloyd's-approved coverholder, serving brokers across Australia. The Company recorded definite-lived intangible assets of $22.9 million, which will be amortized over their estimated useful lives. See Note 8, "Goodwill and Other Intangible Assets," for further information.
(b)    Sale of Life Insurance Subsidiary
On September 30, 2016, X.L. America, Inc. ("XL America") and XL Life and Annuity Holding Company ("XLLAHC"), both indirect wholly-owned subsidiaries of the Company, completed the previously announced sale of the Company's wholly-owned subsidiary XL Life Insurance and Annuity Company ("XLLIAC") to Mutual of Omaha Insurance Company ("Omaha") pursuant to the terms of the Stock Purchase Agreement with Omaha.

9



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

XL America and XLLAHC received a closing date payment of $20.9 million in proceeds from the transaction, which was based upon the fair market value of the entity's investment assets and insurance licenses. The Company recorded a pre-tax gain of $3.7 million as a result of this transaction.
(c)    Allied Acquisition
Overview
On February 1, 2016, the Company's indirect, wholly-owned subsidiary, XL Reinsurance America Inc. ("XLRA"), completed the acquisition ("Allied Acquisition") of Allied International Holdings, Inc. ("Allied"). Allied is the holding company of Allied Specialty Insurance, Inc. and T.H.E. Insurance Company, a leading insurer of the outdoor entertainment industry in the U.S.
Acquisition Consideration
The Company made an initial payment of $75.7 million to acquire Allied. Additional contingent consideration will be paid based on production and underwriting profitability over a three year period subsequent to the acquisition date. The target payments of contingent consideration range from $7.5 million to $30.0 million. The Company currently believes the fair market value of these payments to be $15.0 million, resulting in total consideration of $90.7 million recorded for the acquisition.
Fair Value of Net Assets Acquired and Liabilities Assumed
The purchase price was allocated to the acquired assets and assumed liabilities of Allied based on estimated fair values on the acquisition date. The estimated fair value of the net assets acquired and liabilities assumed was $76.7 million, which includes indefinite-lived intangible assets of $8.0 million and other intangible assets of $6.0 million, which will be amortized over their estimated useful lives. Other adjustments to the historical carrying value of acquired assets and liabilities included: the estimated fair value of net loss and loss expense reserves at the present value of expected net loss and loss adjustment expense payments plus a risk premium, the estimated value of the business acquired at the present value of expected underwriting profits with net unearned premiums plus a risk margin less policy servicing costs, and the estimated fair value of real estate assets at appraised market values. In conjunction with the transaction, the Company recognized goodwill of $14.1 million, which is primarily attributable to the acquiree's underwriting expertise in a niche specialty risk business. The Company has allocated all of the $14.1 million of goodwill to its Insurance segment. See Note 8, "Goodwill and Other Intangible Assets," for further information.
The allocation of the purchase price is based on information that was available to management at the time the consolidated financial statements were prepared. The allocation may change as additional information becomes available within the measurement period, which cannot exceed 12 months from the acquisition date. The fair value recorded for these items may be subject to adjustments, which may impact the individual amounts recorded for assets acquired and liabilities assumed, as well as the residual goodwill.
(d)     New Energy Risk
On July 24, 2015, the Company purchased an additional 63.63% interest in New Energy Risk Inc. ("New Energy"), a provider of insurance risk management solutions within the alternative energy sector. A substantial portion of the additional shares was purchased directly from the family trusts of a Company employee who is responsible for managing the business generated by New Energy. Prior to the additional purchase, the Company held a 31.16% ownership interest in New Energy, which was accounted for as an equity method investment. The subsequent purchase raised the Company's ownership stake to 94.79%, which is deemed a controlling financial interest, and hence, the Company now consolidates New Energy. Subsequent to the additional purchase, the family trusts of the employee contributed their remaining 5.21% ownership interest in New Energy to XL Innovate Fund, LP ("XL Innovate Fund"), the entity that holds the Company's New Energy shares, in partial satisfaction of the employee's aggregate 5.21% investment commitment to the Fund. See Note 11, "Related Party Transactions," for further details of these transactions.
The Company paid approximately $8.8 million to acquire the additional interest in New Energy, and realized a gain of approximately $2.5 million, included within income from operating affiliates, in order to reflect the appropriate fair value adjustment to its existing investment previously accounted for under the equity method. The assets and liabilities of New Energy are now reflected in the consolidated financial statements of the Company based on their fair value as of the acquisition date, while goodwill of approximately $13.4 million was recorded in conjunction with the transaction. See Note 8, "Goodwill and Other Intangible Assets," for a further discussion of the goodwill recorded in conjunction with the acquisition.

10



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(e)    Catlin Acquisition
Overview
On May 1, 2015 (the "Acquisition Date"), XL-Ireland completed its acquisition (the "Catlin Acquisition") of the entire issued share capital of Catlin for approximately $4.1 billion. For further information, see Item 8, Note 3(c), "Acquisitions and Disposals - Catlin Acquisition," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
Pursuant to the terms of the Implementation Agreement, XL-Ireland acquired each ordinary share of Catlin, par value $0.01 per share ("Catlin Shares"), for consideration per Catlin Share (the "Acquisition Consideration") equal to 388 pence in cash and 0.130 of an XL-Ireland share, par value $0.01 per share, subject to the mix and match facility set forth in the Implementation Agreement. The newly-issued XL-Ireland shares were listed on the New York Stock Exchange. The XL-Ireland shares issued in connection with the Catlin Acquisition were issued in reliance upon the exemption from registration under the Securities Act provided by Section 3(a)(10) of the Securities Act.
XL-Ireland issued approximately 49.9 million XL-Ireland shares and paid approximately £1.49 billion in cash to the holders of Catlin Shares as Acquisition Consideration.
Fair Value of Net Assets Acquired and Liabilities Assumed
The purchase price was allocated to the acquired assets and assumed liabilities of Catlin based on estimated fair values on the Acquisition Date. The Company recognized goodwill of $794.0 million, which is primarily attributable to the synergies and economies of scale expected to result upon integration of Catlin into the Company's operations, including further diversification in geographic mix and product offerings and an increase in distribution strength. The Company has allocated $466.1 million of this goodwill to its Insurance segment and $327.9 million to its Reinsurance segment. The Company also recognized indefinite lived intangible assets of $673.0 million and other intangible assets of $315.0 million, which will be amortized over their estimated useful lives. See Note 8, "Goodwill and Other Intangible Assets," for further information.
As part of the purchase price allocation, the Company adjusted the historical carrying value of the acquired assets and liabilities based on estimated fair values at the Acquisition Date. An explanation of the significant adjustments for fair value that are being amortized to net income is as follows:
Deferred acquisition costs and value of business acquired - The adjustment consists of two components. The first adjustment is the elimination of Catlin's deferred acquisition costs asset. The second adjustment is the establishment of the value of business acquired asset, which represents the present value of the expected underwriting profit within the unearned premiums liability, net of reinsurance, less costs to service the related policies and a risk premium. This adjustment will be amortized to underwriting, acquisition and insurance expenses over approximately two years, as the contracts for business in-force as of the Acquisition Date expire. The Company has included $21.6 million and $140.4 million, for the three months ended September 30, 2016 and 2015, respectively, and $121.1 million and $323.7 million, for the nine months ended September 30, 2016 and 2015, respectively, in acquisition expenses related to the amortization of the value of business acquired asset.
Unpaid losses and loss adjustment expenses - Unpaid losses and loss adjustment expenses acquired include an increase to adjust the carrying value of Catlin's historical unpaid losses and loss adjustment expenses, net of related reinsurance recoverable, to fair value as of the Acquisition Date. The estimated fair value consists of the present value of the expected net loss and loss adjustment expense payments plus a risk premium. This adjustment, plus the unamortized fair value adjustment included in Catlin's historical unpaid losses and loss adjustment expenses, will be amortized to losses and loss adjustment expenses over a weighted average period of approximately 20 years, based on the estimated payout pattern of net reserves as of the Acquisition Date.

11



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Transaction-related Costs
As a part of the ongoing integration of Catlin's operations, the Company incurs costs associated with restructuring the systems, processes and workforce. These costs include such items as severance, retention, facilities and consulting and other costs. The Company separately identifies such costs and includes these expenses within "Corporate and Other" in its segment disclosure in Note 5, "Segment Information." Costs incurred and payments made for the nine months ended September 30, 2016 are:
(U.S. dollars in thousands)
Severance related costs
 
Retention and other compensation costs
 
Facilities-related costs
 
Consulting and other
 
Total
Liabilities at December 31, 2015
$
16,127

 
$
16,969

 
$
818

 
$
23,375

 
$
57,289

Costs incurred in 2016
42,295

 
26,470

 
9,160

 
83,641

 
161,566

2016 payments
41,593

 
37,263

 
9,802

 
95,852

 
184,510

Liabilities at September 30, 2016
$
16,829

 
$
6,176

 
$
176

 
$
11,164

 
$
34,345

(f)    Sale of Strategic Operating Affiliate
On April 1, 2015, XL Re Ltd ("XL Re"), which, on June 9, 2016, amalgamated with XL Insurance (Bermuda) Ltd and formed XL Bermuda Ltd, an indirect wholly-owned subsidiary of the Company, completed the previously announced sale of all of its shares in ARX Holding Corp. ("ARX") to The Progressive Corporation ("Progressive") pursuant to the terms of the Stock Purchase Agreement with Progressive. XL Re's shares in ARX represented approximately 40.6% of ARX's outstanding capital stock on a fully diluted basis at the time of the announcement. The carrying value of XL Re's shares in ARX was $220.2 million at the time of the sale.
XL Re received $560.6 million in proceeds from the transaction, which was based upon the consolidated tangible net book value of ARX and its subsidiaries as of December 31, 2014, and certain other factors. Thus, the Company recorded a gain of $340.4 million as a result of this transaction.
4. Fair Value Measurements
Fair value is defined as the amount that would be received for the sale of an asset or paid to transfer a liability (an exit price), in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy.
The fair values for AFS investments are generally sourced from third parties. The fair value of fixed income securities is based upon quoted market values where available, "evaluated bid" prices provided by third party pricing services ("pricing services") where quoted market values are not available, or by reference to broker quotes where pricing services do not provide coverage for a particular security. While the Company receives values for the majority of the investment securities it holds from pricing services, it is ultimately management’s responsibility to determine whether the values received and recorded in the financial statements are representative of appropriate fair value measurements.
The Company performs regular reviews of the prices received from our third party valuation sources to assess whether the prices represent a reasonable estimate of the fair value. This process is completed by investment and accounting personnel who are independent of those responsible for obtaining the valuations. The approaches taken by the Company include, but are not limited to, annual reviews of the controls of the external parties responsible for sourcing valuations that are subjected to automated tolerance checks, quarterly reviews of the valuation sources and dates, comparisons of executed sales prices to prior valuations, regular deep dives on a sample of securities across our major asset classes and monthly reconciliations between the valuations provided by external parties and valuations provided by third party investment managers at a portfolio level.
In addition, the Company assesses the effectiveness of valuation controls performed by external parties responsible for sourcing appropriate valuations from third parties on our behalf. The approaches taken by these external parties to gain comfort include, but are not limited to, comparing valuations between external sources, completing recurring reviews of third party pricing services' methodologies and reviewing controls of the third party service providers to support the completeness and

12



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

accuracy of the prices received. Where broker quotes are the primary source of the valuations, sufficient information regarding the specific inputs utilized by the brokers is generally not available to support a Level 2 classification. The Company obtains the majority of broker quoted values from third party investment managers who perform independent verifications of these valuations using pricing matrices based upon information gathered by market traders. In addition, for the majority of these securities, the Company compares the broker quotes to independent valuations obtained from third party pricing vendors, which may also consist of broker quotes, to assess if the prices received represent reasonable estimates of the fair value.
For further information about the Company's fair value measurements, see Item 8, Note 2(b), "Significant Accounting Policies - Fair Value Measurements," and Item 8, Note 4, "Fair Value Measurements," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
(a) Fair Value Summary
The following tables set forth the Company’s assets and liabilities that were accounted for at fair value as of September 30, 2016 and December 31, 2015 by level within the fair value hierarchy:
September 30, 2016
(U.S. dollars in thousands)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Collateral
and
Counterparty
Netting
 
Balance at
September 30, 2016
Assets
 

 
 

 
 

 
 

 
 

Fixed maturities - AFS - Excluding Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government and Government-Related/Supported ("U.S. Government")
$

 
$
3,889,709

 
$
43,650

 
$

 
$
3,933,359

Corporate - Financials

 
3,768,137

 
10,207

 

 
3,778,344

Corporate - Non Financials

 
6,898,790

 
79

 

 
6,898,869

Residential mortgage-backed securities – Agency ("RMBS - Agency")

 
4,591,774

 

 

 
4,591,774

Residential mortgage-backed securities – Non-Agency ("RMBS - Non-Agency")

 
285,927

 

 

 
285,927

Commercial mortgage-backed securities ("CMBS")

 
296,003

 
101

 

 
296,104

Collateralized debt obligations ("CDOs")

 

 
141,281

 

 
141,281

Other asset-backed securities

 
972,040

 
1,130

 

 
973,170

U.S. States and political subdivisions of the States

 
2,598,854

 

 

 
2,598,854

Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported ("Non-U.S. Governments")

 
5,642,141

 

 

 
5,642,141

Total fixed maturities - AFS - Excluding Funds Withheld Assets, at fair value
$

 
$
28,943,375

 
$
196,448

 
$

 
$
29,139,823

Equity securities, at fair value
693,510

 
344,655

 

 

 
1,038,165

Short-term investments, at fair value (1)

 
652,772

 

 

 
652,772

Total investments AFS - Excluding Funds Withheld Assets
$
693,510

 
$
29,940,802

 
$
196,448

 
$

 
$
30,830,760

Fixed maturities - Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$

 
$
12,391

 
$

 
$

 
$
12,391

Corporate - Financials

 
498,074

 

 

 
498,074

Corporate - Non Financials

 
1,185,022

 

 

 
1,185,022

RMBS – Agency

 
671

 

 

 
671

RMBS – Non-Agency

 
65

 

 

 
65

CMBS

 
105,969

 

 

 
105,969

Other asset-backed securities

 
137,929

 

 

 
137,929

Non-U.S. Governments

 
854,191

 

 

 
854,191

Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
$

 
$
2,794,312

 
$

 
$

 
$
2,794,312

Total investments - AFS, at fair value
$
693,510

 
$
32,735,114

 
$
196,448

 
$

 
$
33,625,072


13



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2016
(U.S. dollars in thousands)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Collateral
and
Counterparty
Netting
 
Balance at
September 30, 2016
Fixed maturities - Trading


 


 


 


 


U.S. Government
$

 
$
16,866

 
$

 
$

 
$
16,866

Corporate - Financials

 
487,472

 

 

 
487,472

Corporate - Non Financials

 
675,644

 

 

 
675,644

RMBS – Agency

 
1,680

 

 

 
1,680

RMBS – Non-Agency

 
151

 

 

 
151

CMBS

 
5,614

 

 

 
5,614

Other asset-backed securities

 
27,699

 

 

 
27,699

Non-U.S. Governments

 
393,756

 

 

 
393,756

Total fixed maturities - Trading - Life Funds Withheld Assets, at fair value
$

 
$
1,608,882

 
$

 
$

 
$
1,608,882

Short-term investments, at fair value (1)

 
24,169

 

 

 
$
24,169

Total investments, Trading
$

 
$
1,633,051

 
$

 
$

 
$
1,633,051

Cash equivalents (2)
270,607

 
1,460,054

 

 

 
1,730,661

Cash equivalents - Life Funds Withheld Assets (2)

 
74,936

 

 

 
74,936

Other investments (3)

 
527,802

 
212,754

 

 
740,556

Other assets (4)

 
60,684

 
18,683

 
(23,873
)
 
55,494

Total assets accounted for at fair value
$
964,117

 
$
36,491,641

 
$
427,885

 
$
(23,873
)
 
$
37,859,770

Liabilities
 
 
 
 
 
 
 
 
 
Funds withheld on GreyCastle Life Retro Arrangements (net of future policy benefit reserves recoverable) (5)
$

 
$
1,122,127

 
$

 
$

 
$
1,122,127

Other liabilities (4)

 
48,347

 
18,640

 
(23,873
)
 
43,114

Total liabilities accounted for at fair value
$

 
$
1,170,474

 
$
18,640

 
$
(23,873
)
 
$
1,165,241


December 31, 2015
(U.S. dollars in thousands)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Collateral
and
Counterparty
Netting
 
Balance at
December 31,
2015
Assets
 

 
 

 
 

 
 

 
 

Fixed maturities - AFS - Excluding Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$

 
$
5,020,574

 
$
45,063

 
$

 
$
5,065,637

Corporate - Financials

 
3,508,224

 
53,685

 

 
3,561,909

Corporate - Non Financials

 
6,900,259

 
188

 

 
6,900,447

RMBS - Agency

 
3,754,894

 
3,077

 

 
3,757,971

RMBS - Non-Agency

 
328,540

 

 

 
328,540

CMBS

 
405,316

 

 

 
405,316

CDOs

 
2

 
32,408

 

 
32,410

Other asset-backed securities

 
1,150,715

 
17,857

 

 
1,168,572

U.S. States and political subdivisions of the States

 
2,632,070

 

 

 
2,632,070

Non-U.S. Government

 
5,251,614

 

 

 
5,251,614

Total fixed maturities - AFS - Excluding Funds Withheld Assets, at fair value
$

 
$
28,952,208

 
$
152,278

 
$

 
$
29,104,486

Equity securities, at fair value
528,581

 
350,338

 

 

 
878,919

Short-term investments, at fair value (1)

 
617,390

 

 

 
617,390

Total investments AFS - Excluding Funds Withheld Assets
$
528,581

 
$
29,919,936

 
$
152,278

 
$

 
$
30,600,795


14



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015
(U.S. dollars in thousands)
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Other
Unobservable
Inputs
(Level 3)
 
Collateral
and
Counterparty
Netting
 
Balance at
December 31,
2015
Fixed maturities - Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$

 
$
12,742

 
$

 
$

 
$
12,742

Corporate - Financials

 
598,236

 

 

 
598,236

Corporate - Non Financials

 
1,308,628

 

 

 
1,308,628

RMBS – Agency

 
752

 

 

 
752

RMBS – Non-Agency

 
26,953

 

 

 
26,953

CMBS

 
122,481

 

 

 
122,481

Other asset-backed securities

 
149,795

 

 

 
149,795

Non-U.S. Government

 
933,516

 

 

 
933,516

Total fixed maturities - AFS - Life Funds Withheld Assets, at fair value
$

 
$
3,153,103

 
$

 
$

 
$
3,153,103

Total investments - AFS, at fair value
$
528,581

 
$
33,073,039

 
$
152,278

 
$

 
$
33,753,898

Fixed maturities - Trading
 
 
 
 
 
 
 
 
 
U.S. Government
$

 
$
4,990

 
$

 
$

 
$
4,990

Corporate - Financials

 
335,956

 

 

 
335,956

Corporate - Non Financials

 
493,621

 

 

 
493,621

RMBS – Agency

 
368

 

 

 
368

CMBS

 
4,803

 

 

 
4,803

Other asset-backed securities

 
25,700

 

 

 
25,700

Non-U.S. Government

 
370,261

 

 

 
370,261

Total fixed maturities - Trading - Life Funds Withheld Assets, at fair value
$

 
$
1,235,699

 
$

 
$

 
$
1,235,699

Short-term investments, at fair value (1)

 
60,330

 

 

 
$
60,330

Total investments, Trading
$

 
$
1,296,029

 
$

 
$

 
$
1,296,029

Cash equivalents (2)
437,742

 
830,924

 

 

 
1,268,666

Cash equivalents - Life Funds Withheld Assets (2)
517

 
100,757

 

 

 
101,274

Other investments (3)

 
490,058

 
264,415

 

 
754,473

Other assets (4)

 
69,914

 
19,400

 
(3,087
)
 
86,227

Total assets accounted for at fair value
$
966,840

 
$
35,860,721

 
$
436,093

 
$
(3,087
)
 
$
37,260,567

Liabilities
 
 
 
 
 
 
 
 
 
Funds withheld on GreyCastle Life Retro Arrangements (net of future policy benefit reserves recoverable) (5)
$

 
$
463,915

 
$

 
$

 
$
463,915

Financial instruments sold, but not yet purchased (6)
347

 

 

 

 
347

Other liabilities (4)

 
16,304

 
29,191

 
(3,087
)
 
42,408

Total liabilities accounted for at fair value
$
347

 
$
480,219

 
$
29,191

 
$
(3,087
)
 
$
506,670

____________
(1)
Short-term investments consist primarily of Other asset-backed securities, U.S. and Non-U.S. Government securities and Corporate securities.
(2)
Cash equivalents balances subject to fair value measurement include certificates of deposit and money market funds. Operating cash balances are not subject to recurring fair value measurement guidance.
(3)
Excluded from Other Investments are $378.4 million and $537.2 million as of September 30, 2016 and December 31, 2015, respectively, measured using Net Asset Value. Based on new accounting guidance, these investments are excluded from the fair value hierarchy table. In addition, the Other investments balance excludes a certain payment obligation. This investment, which totaled $142.0 million as of September 30, 2016 and $141.3 million as of December 31, 2015, is carried at amortized cost. For further information, see Item 8, Note 8, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
(4)
Other assets and other liabilities include derivative instruments. The derivative balances included in each category are reported on a gross basis by level with a netting adjustment presented separately in the Collateral and Counterparty Netting column. The fair values of the individual derivative contracts are reported gross in their respective levels based on the fair value hierarchy. For further details regarding derivative fair values and associated collateral received or paid, see Note 7, "Derivative Instruments."
(5)
Funds withheld on GreyCastle Life Retro Arrangements (net of future policy benefit reserves recoverable) include balances related to the life retrocession embedded derivative, under which all investment results associated with the Life Funds Withheld Assets related to the GreyCastle Life Retro Arrangements described in Note 1, "Basis of Preparation and Consolidation," accrue to the benefit of GCLR.
(6)
Financial instruments sold, but not yet purchased, represent "short sales" and are included within "Payable for investments purchased" on the balance sheets.

15



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(b) Level 2 Asset Valuations
U.S. Government, Corporate - Financials, Corporate - Non Financials and Non-U.S. Government
Transaction activity inputs utilized in the valuation of fair value hierarchy Level 2 securities within these sub-categories include actual trades, dealer posts, results of bids-wanted, institutional secondary offerings, primary market offerings and Trade Reporting and Compliance Engine ("TRACE") trade feeds. As part of the evaluation process, transaction activity is compared to prior evaluations and necessary adjustments are made accordingly. Market-color inputs include actively quoted benchmark issues, buy-side/evaluator dialogue, sell-side/evaluator dialogue and credit derivative indices.
RMBS - Agency, RMBS - Non-Agency, CMBS, CDO and Other asset-backed securities
As part of the fair valuation process, Level 2 securities in these sub-categories are analyzed by collateral type, deal structure, deal performance and vintage. Market inputs into the valuation process for each sub-category include reported or observed trades, results of bids-wanted, buy-side/sell-side evaluator dialogue, dealer offering and market research reports. Cash flow inputs into the evaluation process include conditional prepayment rates, conditional decay rates, delinquency and loss severity rates. This assumptive data is reviewed and updated using third party reported information to reflect current market convention.
U.S. States and political subdivisions of the States
Transaction activity inputs utilized in the valuation of fair value hierarchy Level 2 securities within this sub-category include client and broker trades, dealer posts, results of bids-wanted, institutional secondary offerings, primary market offerings, and Municipal Securities Rulemaking trade feeds. As part of the evaluation process, transaction activity is compared to prior evaluations and necessary adjustments are made accordingly. Market-color inputs include bids, offerings, two-sided markets, buy-side/evaluator dialogue and sell-side/evaluator dialogue. Credit information inputs include issuer financial statements, default and material event notices, developer reports and liquidation and restructuring analysis.
Equity securities and other investments
Other investment securities generally include investments in thinly traded equity funds and hedge funds. Fair value is determined based upon the most recent net asset values (“NAV’) received from the fund administrators, the nature of the underlying investments in the funds and the frequency of subscriptions or redemptions as dictated by the fund’s governing documents.
Other assets and other liabilities
Other assets and other liabilities primarily include over-the-counter (“OTC”) derivatives, which are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market clearing transactions, broker or dealer quotations or alternative independent pricing sources where an understanding of the inputs utilized in arriving at the valuations is obtained. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms and specific risks inherent in the instrument as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. For OTC derivatives that trade in liquid markets, such as generic forwards, interest rate swaps and options, model inputs can generally be verified and model selection does not involve significant management judgment.
There were no significant transfers between Level 1 and Level 2 during each of the three and nine months ended September 30, 2016 and 2015.
(c) Level 3 Assets and Liabilities
The tables below present additional information about assets and liabilities measured at fair value on a recurring basis and for which Level 3 inputs were utilized to determine fair value. The tables present a reconciliation of the beginning and ending balances for the three and nine months ended September 30, 2016 and 2015 for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) at September 30, 2016 and 2015, respectively. The tables do not include gains or losses that were reported in Level 3 in prior periods for assets that were transferred out of Level 3 prior to September 30, 2016 and 2015, respectively. Gains and losses for assets and liabilities classified within Level 3 in the table below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3). Further, it should be noted that the following tables do not take into consideration the effect of offsetting Level 1 and 2 financial instruments entered into by the Company that are either economically hedged by certain exposures to the Level 3 positions or that hedge the exposures in Level 3 positions.

16



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In general, Level 3 assets include securities for which values were obtained from brokers where either significant inputs were utilized in determining the values that were difficult to corroborate with observable market data, or sufficient information regarding the specific inputs utilized by the broker was not available to support a Level 2 classification. Transfers into or out of Level 3 may arise as a result of the valuations utilized by the Company changing between either those provided by independent pricing services that do not contain significant unobservable inputs and other valuations sourced from brokers that are considered Level 3.
Fixed maturities and short-term investments
The Company’s Level 3 assets consist primarily of U.S. Government and Government-Related/Supported, Corporates and CDOs, for which non-binding broker quotes are the primary source of the valuations. Sufficient information regarding the specific inputs utilized by the brokers was not available to support a Level 2 classification. The Company obtains the majority of broker quotes for these securities from third party investment managers who perform independent verifications of these valuations using pricing matrices based upon information gathered by market traders. In addition, for the majority of these securities, the Company compares the broker quotes to independent valuations obtained from third party pricing vendors, which may also consist of broker quotes, to assess if the prices received represent a reasonable estimate of the fair value. Although the Company does not have access to the specific unobservable inputs that may have been used in the fair value measurements of these securities provided by brokers, we would expect that the significant inputs considered are prepayment rates, probability of default, loss severity in the event of default, recovery rates, liquidity premium and reinvestment rates. Significant increases (decreases) in any of those inputs in isolation could result in a significantly different fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.
The remainder of the Level 3 assets relate primarily to private investments (including funds) and certain derivative positions as described below.
Other investments
Included within the other investments component of the Company’s Level 3 valuations are private investments (including funds) and hedge funds where the Company is not deemed to have significant influence over the investee. The fair value of these investments is based upon net asset values received from the investment manager or general partner of the respective entity. The underlying investments held by the investee that form the basis of the net asset value include assets such as private business ventures and are such that significant Level 3 inputs are utilized in the determination of the individual underlying holding values and, accordingly, the fair value of the Company’s investment in each entity is classified within Level 3. The Company has not adjusted the net asset values received; however, management reviews the values received incorporating factors such as the most recent financial information received, annual audited financial statements and the values at which capital transactions with the investee take place when applying judgment regarding whether any adjustments should be made to the net asset value in recording the fair value of each position. Investments in hedge funds included in other investments utilize strategies including arbitrage, directional, event driven and multi-style. The funds potentially have lockup and gate provisions that may limit redemption liquidity. For further details regarding the nature of other investments and related features, see Item 8, Note 8, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
Derivative instruments
Derivative instruments recorded within other liabilities and classified within Level 3 include credit derivatives sold that provide protection on senior tranches of structured finance transactions where the value is obtained directly from the investment bank counterparty and sufficient information regarding the inputs utilized in such valuation was not obtained to support a Level 2 classification and guaranteed minimum income benefits embedded within one reinsurance contract. The majority of inputs utilized in the valuations of these types of derivative contracts are considered Level 1 or Level 2; however, each valuation includes at least one Level 3 input that was significant to the valuation and, accordingly, the values are disclosed within Level 3.
The calculation of the change in fair value of the embedded derivative associated with the GreyCastle Life Retro Arrangements includes the interest income, realized and unrealized gains and losses on Life Funds Withheld Assets and certain related expenses related to the Life Funds Withheld Assets. The fair value of the embedded derivative is included in “Funds withheld on GreyCastle life retrocession arrangements, net of future policy benefit reserves recoverable” on the consolidated balance sheets. The fair value of the embedded derivative is considered a Level 2 valuation.

17



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Three Months Ended September 30, 2016
(U.S. dollars in thousands)
U.S. Government
 
Corporate - Financials
 
Corporate - Non-Financials
 
RMBS - Agency
Balance, beginning of period
$
44,256

 
$
43,637

 
$
1,929

 
$
15

Realized gains (losses)
(37
)
 
(3,088
)
 

 

Movement in unrealized gains (losses)
116

 
78

 
16

 

Purchases and issuances

 

 

 

Sales

 
(30,420
)
 

 

Settlements
(685
)
 

 

 

Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 
(1,866
)
 
(15
)
Balance, end of period
$
43,650

 
$
10,207

 
$
79

 
$

Movement in total gains (losses) above relating to instruments still held at the reporting date
$
79

 
$

 
$
17

 
$

 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
RMBS - Non
Agency
 
CMBS
 
CDO
 
Other asset-
backed
securities
Balance, beginning of period
$

 
$

 
$
17,794

 
$
6,855

Realized gains (losses)

 

 
99

 
(7
)
Movement in unrealized gains (losses)

 
(1
)
 
1,141

 
48

Purchases and issuances

 

 
124,843

 

Sales

 

 

 

Settlements

 

 
(2,596
)
 
(1,671
)
Transfers into Level 3

 
102

 

 

Transfers out of Level 3

 

 

 
(4,095
)
Balance, end of period
$

 
$
101

 
$
141,281

 
$
1,130

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$
(1
)
 
$
333

 
$

 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
Non-U.S. Government
 
Short-term
investments
 
Other investments
 
Derivative Contracts
- Net
Balance, beginning of period
$

 
$

 
$
225,094

 
$
(9,836
)
Realized gains (losses)

 

 
7,757

 

Movement in unrealized gains (losses)

 

 
(62
)
 
9,879

Purchases and issuances

 

 
9,297

 

Sales

 

 
(12,000
)
 

Settlements

 

 
(14,869
)
 

Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 
(2,463
)
 

Balance, end of period
$

 
$

 
$
212,754

 
$
43

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
6,902

 
$
55


18



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Three Months Ended September 30, 2015
(U.S. dollars in thousands)
U.S. Government
 
Corporate - Financials
 
Corporate - Non-Financials
 
RMBS - Agency
Balance, beginning of period
$

 
$
10,000

 
$
5,554

 
$
3,038

Realized gains (losses)

 

 
(45
)
 

Movement in unrealized gains (losses)

 

 
(1
)
 
(2
)
Purchases and issuances

 

 

 

Sales

 

 

 

Settlements

 

 
(236
)
 
(154
)
Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 

Balance, end of period
$

 
$
10,000

 
$
5,272

 
$
2,882

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
(1
)
 
$
(2
)
 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
RMBS - Non
Agency
 
CMBS
 
CDO
 
Other asset-
backed
securities
Balance, beginning of period
$

 
$

 
$
484,171

 
$
42,745

Realized gains (losses)

 

 
(8,469
)
 
553

Movement in unrealized gains (losses)

 

 
8,994

 
(976
)
Purchases and issuances

 

 
2,101

 
3,334

Sales

 

 
(56,576
)
 

Settlements

 

 
(22,558
)
 
(3,087
)
Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 
(6,449
)
Balance, end of period
$

 
$

 
$
407,663

 
$
36,120

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
164

 
$
(5
)
 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
Non-U.S. Government
 
Short-term
investments
 
Other investments
 
Derivative Contracts
- Net
Balance, beginning of period
$

 
$

 
$
255,672

 
$
(9,753
)
Realized gains (losses)

 

 
9,185

 

Movement in unrealized gains (losses)

 

 
(5,567
)
 
69

Purchases and issuances

 

 
30,519

 

Sales

 

 
(1,417
)
 

Settlements

 

 
(10,170
)
 

Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 

Balance, end of period
$

 
$

 
$
278,222

 
$
(9,684
)
Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
3,618

 
$
69




19



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Nine Months Ended September 30, 2016
(U.S. dollars in thousands)
U.S. Government
 
Corporate - Financials
 
Corporate - Non-Financials
 
RMBS - Agency
Balance, beginning of period
$
45,063

 
$
53,685

 
$
188

 
$
3,077

Realized gains (losses)
(112
)
 
(2,991
)
 

 
(3
)
Movement in unrealized gains (losses)
743

 
10

 
16

 
7

Purchases and issuances

 
208

 
1,747

 

Sales

 
(30,420
)
 

 

Settlements
(2,044
)
 

 
(6
)
 
(229
)
Transfers into Level 3

 

 

 

Transfers out of Level 3

 
(10,285
)
 
(1,866
)
 
(2,852
)
Balance, end of period
$
43,650

 
$
10,207

 
$
79

 
$

Movement in total gains (losses) above relating to instruments still held at the reporting date
$
630

 
$
31

 
$
17

 
$

 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
RMBS - Non
Agency
 
CMBS
 
CDO
 
Other asset-
backed
securities
Balance, beginning of period
$

 
$

 
$
32,408

 
$
17,857

Realized gains (losses)

 

 
189

 
515

Movement in unrealized gains (losses)

 
(1
)
 
6,871

 
(2,149
)
Purchases and issuances

 

 
124,843

 
1,072

Sales

 

 

 

Settlements

 

 
(23,030
)
 
(14,190
)
Transfers into Level 3

 
102

 

 
3,015

Transfers out of Level 3

 

 

 
(4,990
)
Balance, end of period
$

 
$
101

 
$
141,281

 
$
1,130

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$
(1
)
 
$
6,152

 
$
(1,673
)
 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
Non-U.S. Government
 
Short-term
investments
 
Other investments
 
Derivative Contracts
- Net
Balance, beginning of period
$

 
$

 
$
264,415

 
$
(9,791
)
Realized gains (losses)

 

 
14,588

 

Movement in unrealized gains (losses)

 

 
(8,519
)
 
9,834

Purchases and issuances

 

 
34,450

 

Sales

 

 
(12,000
)
 

Settlements

 

 
(34,334
)
 

Transfers into Level 3

 

 
15,494

 

Transfers out of Level 3

 

 
(61,340
)
 

Balance, end of period
$

 
$

 
$
212,754

 
$
43

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
5,276

 
$
10




20



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Nine Months Ended September 30, 2015
(U.S. dollars in thousands)
U.S. Government
 
Corporate - Financials
 
Corporate - Non-Financials
 
RMBS - Agency
Balance, beginning of period
$

 
$

 
$
5,894

 
$
1,910

Realized gains (losses)

 

 
(186
)
 

Movement in unrealized gains (losses)

 

 
3

 
(4
)
Purchases and issuances (1)

 
10,000

 
(123
)
 
1,297

Sales

 

 

 

Settlements

 

 
(316
)
 
(321
)
Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 

Balance, end of period
$

 
$
10,000

 
$
5,272

 
$
2,882

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
(137
)
 
$
(2
)
 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
RMBS - Non
Agency
 
CMBS
 
CDO
 
Other asset-
backed
securities
Balance, beginning of period
$

 
$

 
$
687,958

 
$
5,288

Realized gains (losses)

 

 
(8,209
)
 
644

Movement in unrealized gains (losses)

 

 
16,994

 
(966
)
Purchases and issuances (1)

 

 
14,042

 
43,962

Sales

 

 
(211,661
)
 

Settlements

 

 
(91,461
)
 
(6,359
)
Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 
(6,449
)
Balance, end of period
$

 
$

 
$
407,663

 
$
36,120

Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
4,889

 
$
95

 
 
 
 
 
 
 
 
(U.S. dollars in thousands)
Non-U.S.
Government
 
Short-term
investments
 
Other investments
 
Derivative Contracts
- Net
Balance, beginning of period
$

 
$

 
$
185,083

 
$
(9,764
)
Realized gains (losses)

 

 
11,778

 

Movement in unrealized gains (losses)

 

 
(7,533
)
 
80

Purchases and issuances (1)

 

 
103,822

 

Sales

 

 
(1,417
)
 

Settlements

 

 
(13,511
)
 

Transfers into Level 3

 

 

 

Transfers out of Level 3

 

 

 

Balance, end of period
$

 
$

 
$
278,222

 
$
(9,684
)
Movement in total gains (losses) above relating to instruments still held at the reporting date
$

 
$

 
$
4,246

 
$
80

____________
(1) Includes assets acquired as result of the transaction described in Note 3(e), "Acquisitions and Disposals - Catlin Acquisition"
(d) Financial Instruments Not Carried at Fair Value
Authoritative guidance over disclosures about the fair value of financial instruments requires additional disclosure of fair value information for financial instruments not carried at fair value in both interim and annual reporting periods. Certain financial instruments, particularly insurance contracts, are excluded from these fair value disclosure requirements. The carrying values of cash and cash equivalents, accrued investment income, net receivable from investments sold, other assets, net payable for investments purchased, other liabilities and other financial instruments not included below approximated their fair values.

21



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table includes financial instruments for which the carrying values differ from the estimated fair values as of September 30, 2016 and December 31, 2015. All of these fair value estimates are considered Level 2 fair value measurements.
 
September 30, 2016
 
December 31, 2015
(U.S. dollars in thousands)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Financial Assets - Other investments
$
141,995

 
$
153,398

 
$
141,329

 
$
154,065

Deposit liabilities
$
1,138,789

 
$
1,450,164

 
$
1,168,376

 
$
1,436,210

Notes payable and debt
2,675,000

 
2,921,113

 
2,644,970

 
2,805,152

Financial Liabilities
$
3,813,789

 
$
4,371,277

 
$
3,813,346

 
$
4,241,362

The Company historically participated in structured transactions. Remaining structured transactions include cash loans supporting project finance transactions, a liquidity facility financing provided to structured project deals and an investment in a payment obligation with an insurance company. These transactions are carried at amortized cost. The fair values of these investments held by the Company is determined through use of internal models utilizing reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data.
Deposit liabilities include obligations under structured insurance and reinsurance transactions. For purposes of fair value disclosures, the Company determined the estimated fair values of the deposit liabilities by assuming a discount rate equal to the appropriate U.S. Treasury rate plus 46.9 basis points and 26.5 basis points as of September 30, 2016 and December 31, 2015, respectively. The discount rate incorporates the Company’s own credit risk into the determination of estimated fair value.
The fair values of the Company’s notes payable and debt outstanding were determined based on quoted market prices.
There are no significant concentrations of credit risk within the Company’s financial instruments as defined in the authoritative guidance over disclosures of fair value of financial instruments not carried at fair value, which excludes certain financial instruments, particularly insurance contracts.
5. Segment Information
The Company is organized into two operating segments: Insurance and Reinsurance. Subsequent to the transaction described in Note 3(e), "Acquisitions and Disposals - Catlin Acquisition," the underwriting results of the acquired businesses from the Acquisition Date through September 30, 2016 are included in the Company's Insurance or Reinsurance segment, as appropriate.
The Company’s general investment and financing operations are reflected in "Corporate and Other." Subsequent to the transaction described in Note 1, "Basis of Preparation and Consolidation," GCLR reinsures the majority of the Company's life reinsurance business through the GreyCastle Life Retro Arrangements. The results of the run-off life operations not subject to the GreyCastle Life Retro Arrangements are also reported within "Corporate and Other".
The Company evaluates the performance of both the Insurance and Reinsurance segments based on underwriting profit. Other items of revenues and expenditures of the Company are not evaluated at the segment level. In addition, the Company does not allocate investment assets used to support its Property and Casualty ("P&C") operations to the individual segments, except as noted below. Investment assets related to the Company’s run-off life operations and certain structured products included in the Insurance and Reinsurance segments are held in separately identified portfolios. As such, net investment income from these assets is included in the contribution from the applicable segment or in "Corporate and Other".

22



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables summarize the segment results for the three and nine months ended September 30, 2016 and 2015:
Three Months Ended September 30, 2016
(U.S. dollars in thousands, except ratios)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
2,153,379

 
$
565,541

 
$
2,718,920

 
$
64,683

 
$
2,783,603

Net premiums written
1,615,132

 
518,166

 
2,133,298

 
2,360

 
2,135,658

Net premiums earned
1,653,461

 
778,216

 
2,431,677

 
2,360

 
2,434,037

Less: Net losses and loss expenses (2)
1,068,268

 
423,535

 
1,491,803

 
5,875

 
1,497,678

Less: Acquisition costs (2)
221,137

 
181,749

 
402,886

 
1,002

 
403,888

Less: Operating expenses (3)
302,373

 
67,764

 
370,137

 
142

 
370,279

Underwriting profit (loss)
$
61,683

 
$
105,168

 
$
166,851

 
$
(4,659
)
 
$
162,192

Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
148,579

 
8,127

 
156,706

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
38,937

 
38,937

Net results from structured products (5)
2,353

 
5,355

 
7,708

 

 
7,708

Net fee income and other (6)
(4,486
)
 
620

 
(3,866
)
 
595

 
(3,271
)
Loss (gain) on sale of subsidiary
 
 
 
 

 
(3,670
)
 
(3,670
)
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
 

 
 

 
60,401

 
(2,006
)
 
58,395

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
 
 
 
 
68

 
85,213

 
85,281

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
5,490

 
5,490

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(225,610
)
 
(225,610
)
Net income (loss) from investment fund affiliates and operating affiliates
 

 
 

 

 
24,566

 
24,566

Less: Exchange (gains) losses
 

 
 

 

 
(1,695
)
 
(1,695
)
Less: Corporate operating expenses
 

 
 

 

 
126,308

 
126,308

Contribution from P&C and Corporate and Other
 

 
 

 
379,741

 
(190,290
)
 
189,451

Less: Interest expense (7)
 

 
 

 
 

 
43,025

 
43,025

Less: Non-controlling interests
 

 
 

 
 

 
58,076

 
58,076

Less: Income tax expense
 

 
 

 
 

 
17,749

 
17,749

Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 

 
$
70,601

Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
64.6
%
 
54.4
%
 
61.3
%
 
 

 
 

Underwriting expense ratio
31.7
%
 
32.1
%
 
31.8
%
 
 

 
 

Combined ratio
96.3
%
 
86.5
%
 
93.1
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's run-off life operations.
(2)
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
(3)
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
(4)
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
(5)
The net results from P&C structured products include net investment income and interest expense of $14.1 million and $6.4 million, respectively.
(6)
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
(7)
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
(8)
Ratios are based on net premiums earned from P&C operations.

23



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2015
(U.S. dollars in thousands, except ratios)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
2,200,196

 
$
458,946

 
$
2,659,142

 
$
80,208

 
$
2,739,350

Net premiums written
1,664,562

 
408,654

 
2,073,216

 
17,812

 
2,091,028

Net premiums earned
1,632,988

 
772,752

 
2,405,740

 
17,812

 
2,423,552

Less: Net losses and loss expenses (2)
1,037,727

 
426,558

 
1,464,285

 
22,579

 
1,486,864

Less: Acquisition costs (2)
214,773

 
189,671

 
404,444

 
4,729

 
409,173

Less: Operating expenses (3)
334,211

 
88,682

 
422,893

 
(26
)
 
422,867

Underwriting profit (loss)
$
46,277

 
$
67,841

 
$
114,118

 
$
(9,470
)
 
$
104,648

Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
152,738

 
10,254

 
162,992

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
46,586

 
46,586

Net results from structured products (5)
3,328

 
1,109

 
4,437

 

 
4,437

Net fee income and other (6)
(5,207
)
 
533

 
(4,674
)
 
254

 
(4,420
)
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
 

 
 

 
(197
)
 
(4
)
 
(201
)
Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
 

 
 

 

 
51,608

 
51,608

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
(7,903
)
 
(7,903
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(126,140
)
 
(126,140
)
Net income (loss) from investment fund affiliates and operating affiliates
 

 
 

 

 
4,481

 
4,481

Less: Exchange (gains) losses
 

 
 

 

 
11,661

 
11,661

Less: Corporate operating expenses
 

 
 

 

 
135,500

 
135,500

Contribution from P&C and Corporate and Other
 

 
 

 
266,422

 
(177,495
)
 
88,927

Less: Interest expense (7)
 

 
 

 
 

 
40,798

 
40,798

Less: Non-controlling interests
 
 
 

 
 

 
57,889

 
57,889

Less: Income tax expense
 

 
 

 
 

 
(37,042
)
 
(37,042
)
Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 

 
$
27,282

Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
63.5
%
 
55.2
%
 
60.9
%
 
 

 
 

Underwriting expense ratio
33.7
%
 
36.0
%
 
34.4
%
 
 

 
 

Combined ratio
97.2
%
 
91.2
%
 
95.3
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's run-off life operations.
(2)
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
(3)
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
(4)
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
(5)
The net results from P&C structured products include net investment income and interest expense of $15.6 million and $11.1 million, respectively.
(6)
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
(7)
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
(8)
Ratios are based on net premiums earned from P&C operations.

24



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2016
(U.S. dollars in thousands, except ratios)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
7,169,363

 
$
3,439,650

 
$
10,609,013

 
$
202,139

 
$
10,811,152

Net premiums written
4,899,258

 
3,018,246

 
7,917,504

 
9,032

 
7,926,536

Net premiums earned
4,944,055

 
2,367,772

 
7,311,827

 
9,032

 
7,320,859

Less: Net losses and loss expenses (2)
3,163,599

 
1,343,075

 
4,506,674

 
16,294

 
4,522,968

Less: Acquisition costs (2)
679,009

 
544,380

 
1,223,389

 
4,286

 
1,227,675

Less: Operating expenses (3)
922,273

 
215,258

 
1,137,531

 
765

 
1,138,296

Underwriting profit (loss)
$
179,174

 
$
265,059

 
$
444,233

 
$
(12,313
)
 
$
431,920

Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
446,352

 
24,185

 
470,537

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
119,643

 
119,643

Net results from structured products (5)
6,340

 
5,397

 
11,737

 

 
11,737

Net fee income and other (6)
(12,097
)
 
2,705

 
(9,392
)
 
1,068

 
(8,324
)
Loss (gain) on sale of subsidiary
 
 
 
 

 
(3,670
)
 
(3,670
)
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
 

 
 

 
77,189

 
(7,742
)
 
69,447

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
 

 
 

 
(3
)
 
271,599

 
271,596

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
2,774

 
2,774

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(691,432
)
 
(691,432
)
Net income (loss) from investment fund affiliates and operating affiliates
 

 
 

 

 
67,234

 
67,234

Less: Exchange (gains) losses
 

 
 

 

 
(54,614
)
 
(54,614
)
Less: Corporate operating expenses
 

 
 

 

 
372,003

 
372,003

Contribution from P&C and Corporate and Other
 

 
 

 
970,116

 
(538,703
)
 
431,413

Less: Interest expense (7)
 

 
 

 
 

 
128,371

 
128,371

Less: Non-controlling interests
 

 
 

 
 

 
124,263

 
124,263

Less: Income tax expense
 

 
 

 
 

 
42,511

 
42,511

Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 
 
$
136,268

Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
64.0
%
 
56.7
%
 
61.6
%
 
 

 
 

Underwriting expense ratio
32.4
%
 
32.1
%
 
32.3
%
 
 

 
 

Combined ratio
96.4
%
 
88.8
%
 
93.9
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's run-off life operations.
(2)
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
(3)
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
(4)
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
(5)
The net results from P&C structured products include net investment income and interest expense of $40.9 million and $29.1 million, respectively.
(6)
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
(7)
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
(8)
Ratios are based on net premiums earned from P&C operations.

25



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2015
(U.S. dollars in thousands, except ratios)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
6,074,387

 
$
2,066,856

 
$
8,141,243

 
$
234,602

 
$
8,375,845

Net premiums written
4,155,442

 
1,854,590

 
6,010,032

 
50,576

 
6,060,608

Net premiums earned
4,008,200

 
1,780,829

 
5,789,029

 
50,576

 
5,839,605

Less: Net losses and loss expenses (2)
2,551,044

 
834,263

 
3,385,307

 
64,047

 
3,449,354

Less: Acquisition costs (2)
476,876

 
419,380

 
896,256

 
8,230

 
904,486

Less: Operating expenses (3)
834,829

 
202,904

 
1,037,733

 
846

 
1,038,579

Underwriting profit (loss)
$
145,451

 
$
324,282

 
$
469,733

 
$
(22,547
)
 
$
447,186

Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
435,007

 
31,295

 
466,302

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
143,869

 
143,869

Net results from structured products (5)
9,634

 
5,085

 
14,719

 

 
14,719

Net fee income and other (6)
(14,705
)
 
1,981

 
(12,724
)
 
432

 
(12,292
)
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets
 

 
 

 
9,833

 
(1,081
)
 
8,752

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
 

 
 

 

 
145,513

 
145,513

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
57,127

 
57,127

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(116,333
)
 
(116,333
)
Net income (loss) from investment fund affiliates and operating affiliates
 

 
 

 

 
103,317

 
103,317

Gain on sale of operating affiliate
 
 
 
 


 
340,407

 
340,407

Less: Exchange (gains) losses
 

 
 

 

 
49,425

 
49,425

Less: Corporate operating expenses
 

 
 

 

 
328,930

 
328,930

Contribution from P&C and Corporate and Other
 

 
 

 
916,568

 
303,644

 
1,220,212

Less: Interest expense (7)
 

 
 

 
 

 
121,317

 
121,317

Less: Non-controlling interests
 

 
 

 
 

 
100,158

 
100,158

Less: Income tax expense
 

 
 

 
 

 
20,135

 
20,135

Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 
 
$
978,602

Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
63.6
%
 
46.8
%
 
58.5
%
 
 

 
 

Underwriting expense ratio
32.8
%
 
35.0
%
 
33.4
%
 
 

 
 

Combined ratio
96.4
%
 
81.8
%
 
91.9
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes, as well as the Company's run-off life operations.
(2)
The Company has reflected the amortization of certain fair value adjustments recorded in conjunction with the Catlin Acquisition within the respective segments.
(3)
Operating expenses of the segments exclude Corporate operating expenses, shown separately.
(4)
Net investment income - excluding Life Funds Withheld Assets does not include net investment income related to the net results from structured products.
(5)
The net results from P&C structured products include net investment income and interest expense of $46.7 million and $31.7 million, respectively.
(6)
Net fee income and other includes operating expenses from the Company's loss prevention consulting services business.
(7)
Interest expense excludes interest expense related to structured products recorded in the Insurance and Reinsurance segments.
(8)
Ratios are based on net premiums earned from P&C operations.

26



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables summarize the Company’s net premiums earned by line of business for the three and nine months ended September 30, 2016 and 2015:
Three Months Ended September 30, 2016
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
317,973

 
$
39,029

 
$

 
$
357,002

Casualty
485,846

 
163,845

 

 
649,691

Property catastrophe

 
183,381

 

 
183,381

Property
451,007

 
263,324

 

 
714,331

Specialty
408,177

 
43,712

 

 
451,889

Other (1)
(9,542
)
 
84,925

 

 
75,383

Total P&C Operations
$
1,653,461

 
$
778,216

 
$

 
$
2,431,677

Corporate and Other:
 
 
 
 


 


Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
2,360

 
2,360

Total Corporate and Other
$

 
$

 
$
2,360

 
$
2,360

Total
$
1,653,461

 
$
778,216

 
$
2,360

 
$
2,434,037

 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
(U.S. dollars in thousands)
Insurance (2)
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
300,775

 
$
46,877

 
$

 
$
347,652

Casualty
503,190

 
141,135

 

 
644,325

Property catastrophe

 
205,337

 

 
205,337

Property
369,007

 
271,297

 

 
640,304

Specialty
447,642

 
36,345

 

 
483,987

Other (1)
12,374

 
71,761

 

 
84,135

Total P&C Operations
$
1,632,988

 
$
772,752

 
$

 
$
2,405,740

Corporate and Other:
 
 
 
 


 


Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
17,812

 
17,812

Total Corporate and Other
$

 
$

 
$
17,812

 
$
17,812

Total
$
1,632,988

 
$
772,752

 
$
17,812

 
$
2,423,552

____________
(1)
Other within the Insurance segment includes: surety, structured indemnity and certain discontinued lines. Other within the Reinsurance segment includes: whole account contracts, structured indemnity and other lines.
(2)
Amounts from the prior year have been represented to reflect current mapping of underlying lines of business to be consistent with the manner in which they are reflected in the current period. The most significant movements include the following: Energy business previously shown under Specialty is now reflected in Property; Programs business formerly in Other is now reflected in Property or Casualty, depending upon the predominant line for each program; and Excess and Surplus is now reflected primarily in Casualty.

27



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended September 30, 2016
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
970,271

 
$
121,982

 
$

 
$
1,092,253

Casualty
1,465,869

 
510,031

 

 
1,975,900

Property catastrophe

 
602,995

 

 
602,995

Property
1,216,264

 
777,993

 

 
1,994,257

Specialty
1,286,738

 
125,717

 

 
1,412,455

Other (1)
4,913

 
229,054

 

 
233,967

Total P&C Operations
$
4,944,055

 
$
2,367,772

 
$

 
$
7,311,827

Corporate and Other:
 

 
 

 
 

 
 

Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
9,032

 
9,032

Total Corporate and Other
$

 
$

 
$
9,032

 
$
9,032

Total
$
4,944,055

 
$
2,367,772

 
$
9,032

 
$
7,320,859

 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2015
(U.S. dollars in thousands)
Insurance (2)
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
853,547

 
$
125,110

 
$

 
$
978,657

Casualty
1,298,033

 
325,130

 

 
1,623,163

Property catastrophe

 
462,862

 

 
462,862

Property
847,454

 
634,419

 

 
1,481,873

Specialty
974,195

 
86,969

 

 
1,061,164

Other (1)
34,971

 
146,339

 

 
181,310

Total P&C Operations
$
4,008,200

 
$
1,780,829

 
$

 
$
5,789,029

Corporate and Other:
 

 
 

 
 

 
 

Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
50,576

 
50,576

Total Corporate and Other
$

 
$

 
$
50,576

 
$
50,576

Total
$
4,008,200

 
$
1,780,829

 
$
50,576

 
$
5,839,605

____________
(1)
Other within the Insurance segment includes: surety, structured indemnity and certain discontinued lines. Other within the Reinsurance segment includes: whole account contracts, structured indemnity and other lines.
(2)
Amounts from the prior year have been represented to reflect current mapping of underlying lines of business to be consistent with the manner in which they are reflected in the current period. The most significant movements include the following: Energy business previously shown under Specialty is now reflected in Property; Programs business formerly in Other is now reflected in Property or Casualty, depending upon the predominant line for each program; and Excess and Surplus is now reflected primarily in Casualty.

28



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

6. Investments
(a) Fixed Maturities, Short-Term Investments and Equity Securities
Amortized Cost and Fair Value Summary
The cost (amortized cost for fixed maturities and short-term investments), fair value, gross unrealized gains and gross unrealized (losses), including non-credit related OTTI recorded in AOCI, of the Company’s AFS investments as of September 30, 2016 and December 31, 2015 were as follows:
 
 
 
Included in AOCI
 
 
 
 
September 30, 2016
(U.S. dollars in thousands)
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross Unrealized Losses
 
Fair Value
 
Non-credit Related OTTI (1)
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$
3,828,005

 
$
108,504

 
$
(3,150
)
 
$
3,933,359

 
$

Corporate - Financials
3,687,552

 
104,004

 
(13,212
)
 
3,778,344

 

Corporate - Non Financials
6,693,500

 
256,933

 
(51,564
)
 
6,898,869

 
(39
)
RMBS – Agency
4,469,725

 
124,185

 
(2,136
)
 
4,591,774

 

RMBS – Non-Agency
279,130

 
21,381

 
(14,584
)
 
285,927

 
(48,731
)
CMBS
288,544

 
10,226

 
(2,666
)
 
296,104

 
(1,223
)
CDO
143,783

 
175

 
(2,677
)
 
141,281

 
(1,208
)
Other asset-backed securities
959,675

 
20,715

 
(7,220
)
 
973,170

 
(914
)
U.S. States and political subdivisions of the States
2,437,321

 
162,609

 
(1,076
)
 
2,598,854

 

Non-U.S. Governments
5,513,697

 
207,178

 
(78,734
)
 
5,642,141

 

Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
28,300,932

 
$
1,015,910

 
$
(177,019
)
 
$
29,139,823

 
$
(52,115
)
Total short-term investments - Excluding Life Funds Withheld Assets
655,792

 
815

 
(3,835
)
 
652,772

 

Total equity securities - Excluding Life Funds Withheld Assets
968,040

 
80,050

 
(9,925
)
 
1,038,165

 

Total investments - AFS - Excluding Life Funds Withheld Assets
$
29,924,764

 
$
1,096,775

 
$
(190,779
)
 
$
30,830,760

 
$
(52,115
)
Fixed maturities - AFS - Life Funds Withheld Assets
 

 
 

 
 

 
 

 
 

U.S. Government
$
9,405

 
$
2,986

 
$

 
$
12,391

 
$

Corporate - Financials
417,040

 
81,034

 

 
498,074

 

Corporate - Non Financials
888,588

 
296,434

 

 
1,185,022

 

RMBS – Agency
537

 
134

 

 
671

 

RMBS – Non-Agency
49

 
16

 

 
65

 

CMBS
83,828

 
22,141

 

 
105,969

 

Other asset-backed securities
112,446

 
25,483

 

 
137,929

 

Non-U.S. Governments
589,194

 
264,997

 

 
854,191

 

Total fixed maturities - AFS - Life Funds Withheld Assets
$
2,101,087

 
$
693,225

 
$

 
$
2,794,312

 
$

Total investments - AFS
$
32,025,851

 
$
1,790,000

 
$
(190,779
)
 
$
33,625,072

 
$
(52,115
)
 
____________
(1)
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.


29



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015
(U.S. dollars in thousands)
Cost or
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross Unrealized Losses
 
Fair Value
 
Non-credit Related OTTI (1)
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
 

 
 

 
 

 
 

 
 

U.S. Government
$
5,047,621

 
$
52,355

 
$
(34,339
)
 
$
5,065,637

 
$

Corporate - Financials
3,535,830

 
49,535

 
(23,456
)
 
3,561,909

 

Corporate - Non Financials
6,867,525

 
130,568

 
(97,646
)
 
6,900,447

 

RMBS – Agency
3,697,756

 
77,776

 
(17,561
)
 
3,757,971

 

RMBS – Non-Agency
319,876

 
25,644

 
(16,980
)
 
328,540

 
(54,200
)
CMBS
401,713

 
7,933

 
(4,330
)
 
405,316

 
(1,182
)
CDOs
41,679

 
4

 
(9,273
)
 
32,410

 
(1,208
)
Other asset-backed securities
1,164,426

 
17,665

 
(13,519
)
 
1,168,572

 
(1,144
)
U.S. States and political subdivisions of the States
2,514,048

 
125,395

 
(7,373
)
 
2,632,070

 

Non-U.S. Government
5,249,148

 
100,383

 
(97,917
)
 
5,251,614

 

Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
28,839,622

 
$
587,258

 
$
(322,394
)
 
$
29,104,486

 
$
(57,734
)
Total short-term investments - Excluding Life Funds Withheld Assets
618,851

 
967

 
(2,428
)
 
617,390

 

Total equity securities - Excluding Life Funds Withheld Assets
834,079

 
89,993

 
(45,153
)
 
878,919

 

Total investments - AFS - Excluding Life Funds Withheld Assets
$
30,292,552

 
$
678,218

 
$
(369,975
)
 
$
30,600,795

 
$
(57,734
)
Fixed maturities - AFS - Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$
10,721

 
$
2,021

 
$

 
$
12,742

 
$

Corporate - Financials
531,016

 
67,220

 

 
598,236

 

Corporate - Non Financials
1,132,926

 
175,702

 

 
1,308,628

 

RMBS – Agency
591

 
161

 

 
752

 

RMBS – Non-Agency
24,401

 
2,552

 

 
26,953

 

CMBS
107,968

 
14,513

 

 
122,481

 

Other asset-backed securities
132,674

 
17,121

 

 
149,795

 

Non-U.S. Governments
737,735

 
195,781

 

 
933,516

 

Total fixed maturities - AFS - Life Funds Withheld Assets
$
2,678,032

 
$
475,071

 
$

 
$
3,153,103

 
$

Total investments - AFS
$
32,970,584

 
$
1,153,289

 
$
(369,975
)
 
$
33,753,898

 
$
(57,734
)
 ____________
(1)
Represents the non-credit component of OTTI losses, adjusted for subsequent sales of securities. It does not include the change in fair value subsequent to the impairment measurement date.
The cost (amortized cost for fixed maturities and short-term investments) and fair value of the Company’s Trading investments at December 31, 2016 and 2015 were as follows:
September 30, 2016
(U.S. dollars in thousands)
Amortized
Cost
 
Fair Value
Fixed maturities - Trading - Life Funds Withheld Assets
 

 
 

U.S. Government
$
16,438

 
$
16,866

Corporate - Financials
458,097

 
487,472

Corporate - Non Financials
616,770

 
675,644

RMBS – Agency
1,674

 
1,680

RMBS – Non-Agency
148

 
151

CMBS
5,198

 
5,614

Other asset-backed securities
25,744

 
27,699

Non-U.S. Governments
356,365

 
393,756

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,480,434

 
$
1,608,882

Total short-term investments - Trading - Life Funds Withheld Assets
$
24,179

 
$
24,169

Total investments - Trading - Life Funds Withheld Assets
$
1,504,613

 
$
1,633,051


30



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015
(U.S. dollars in thousands)
Amortized
Cost
 
Fair Value
Fixed maturities - Trading - Life Funds Withheld Assets
 

 
 

U.S. Government
$
4,957

 
$
4,990

Corporate - Financials
344,070

 
335,956

Corporate - Non Financials
509,441

 
493,621

RMBS – Agency
370

 
368

CMBS
4,874

 
4,803

Other asset-backed securities
26,405

 
25,700

Non-U.S. Governments
373,492

 
370,261

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,263,609

 
$
1,235,699

Total short-term investments - Trading - Life Funds Withheld Assets
$
60,176

 
$
60,330

Total investments - Trading - Life Funds Withheld Assets
$
1,323,785

 
$
1,296,029

As of September 30, 2016 and December 31, 2015, approximately 2.2% and 2.0%, respectively, of the Company's fixed income investment portfolio at fair value, excluding Life Funds Withheld Assets, was invested in securities that were below investment grade or not rated. Approximately 11.4% and 14.7% of the gross unrealized losses in the Company's fixed income investment portfolio, excluding Life Funds Withheld Assets, as of September 30, 2016 and December 31, 2015, respectively, related to securities that were below investment grade or not rated.
Contractual Maturities Summary
The contractual maturities of AFS fixed income securities as of September 30, 2016 and December 31, 2015 are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2016

December 31, 2015
(U.S. dollars in thousands)
Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value
Fixed maturities - AFS - Excluding Life Funds Withheld Assets
 


 


 


 

Due less than one year
$
2,132,413

 
$
2,137,838

 
$
2,106,851

 
$
2,104,106

Due after 1 through 5 years
12,900,781

 
13,142,832

 
14,051,494

 
14,143,461

Due after 5 through 10 years
5,663,250

 
5,927,235

 
5,680,830

 
5,740,954

Due after 10 years
1,463,631

 
1,643,662

 
1,374,997

 
1,423,156

 
$
22,160,075

 
$
22,851,567

 
$
23,214,172

 
$
23,411,677

RMBS – Agency
4,469,725

 
4,591,774

 
3,697,756

 
3,757,971

RMBS – Non-Agency
279,130

 
285,927

 
319,876

 
328,540

CMBS
288,544

 
296,104

 
401,713

 
405,316

CDOs
143,783

 
141,281

 
41,679

 
32,410

Other asset-backed securities
959,675

 
973,170

 
1,164,426

 
1,168,572

Total mortgage and asset-backed securities
$
6,140,857

 
$
6,288,256

 
$
5,625,450

 
$
5,692,809

Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
28,300,932

 
$
29,139,823

 
$
28,839,622

 
$
29,104,486

Fixed maturities - AFS - Life Funds Withheld Assets
 

 
 

 
 

 
 

Due less than one year
$
70,372

 
$
82,442

 
$
81,700

 
$
92,921

Due after 1 through 5 years
316,288

 
348,173

 
386,810

 
416,743

Due after 5 through 10 years
369,152

 
453,723

 
491,621

 
558,805

Due after 10 years
1,148,415

 
1,665,340

 
1,452,267

 
1,784,653

 
$
1,904,227

 
$
2,549,678

 
$
2,412,398

 
$
2,853,122

RMBS – Agency
537

 
671

 
591

 
752

RMBS – Non-Agency
49

 
65

 
24,401

 
26,953

CMBS
83,828

 
105,969

 
107,968

 
122,481

Other asset-backed securities
112,446

 
137,929

 
132,674

 
149,795

Total mortgage and asset-backed securities
$
196,860

 
$
244,634

 
$
265,634

 
$
299,981

Total fixed maturities - AFS - Life Funds Withheld Assets
$
2,101,087

 
$
2,794,312

 
$
2,678,032

 
$
3,153,103

Total fixed maturities - AFS
$
30,402,019

 
$
31,934,135

 
$
31,517,654

 
$
32,257,589


31



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


September 30, 2016

December 31, 2015
(U.S. dollars in thousands)
Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value
Fixed maturities - Trading - Life Funds Withheld Assets
 

 
 

 
 

 
 

Due less than one year
$
47,425

 
$
48,617

 
$
4,573

 
$
5,096

Due after 1 through 5 years
316,116

 
321,982

 
278,163

 
272,220

Due after 5 through 10 years
408,421

 
429,326

 
280,487

 
277,920

Due after 10 years
675,709

 
773,813

 
668,737

 
649,592

 
$
1,447,671

 
$
1,573,738

 
$
1,231,960

 
$
1,204,828

RMBS – Agency
1,674

 
1,680

 
370

 
368

RMBS – Non-Agency
148

 
151

 

 

CMBS
5,198

 
5,614

 
4,874

 
4,803

Other asset-backed securities
25,744

 
27,699

 
26,405

 
25,700

Total mortgage and asset-backed securities
$
32,764

 
$
35,144

 
$
31,649

 
$
30,871

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,480,435

 
$
1,608,882

 
$
1,263,609

 
$
1,235,699

Pledged Assets
Certain of the Company's invested assets are held in trust and pledged in support of insurance and reinsurance liabilities as well as credit facilities. Such pledges are largely required by the Company's operating subsidiaries that are "non-admitted" under U.S. state insurance regulations, in order for the U.S. cedant to receive statutory credit for reinsurance. Also included are Life Funds Withheld Assets as noted in Note 1, "Basis of Preparation and Consolidation." Additionally, certain deposit liabilities and annuity contracts require the use of pledged assets. As of September 30, 2016 and December 31, 2015, the Company had $19.5 billion and $18.3 billion in pledged assets, respectively.
(b) Gross Unrealized Losses
The following is an analysis of how long the AFS securities as of September 30, 2016 and December 31, 2015 had been in a continual unrealized loss position:
 
Less than 12 months
 
Equal to or greater
than 12 months
September 30, 2016
(U.S. dollars in thousands)
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
Fixed maturities and short-term investments - AFS
 

 
 

 
 

 
 

U.S. Government
$
545,749

 
$
(1,815
)
 
$
42,332

 
$
(1,341
)
Corporate – Financials
227,180

 
(8,009
)
 
70,183

 
(5,205
)
Corporate – Non Financials
822,596

 
(27,034
)
 
248,323

 
(24,598
)
RMBS – Agency
289,418

 
(574
)
 
157,061

 
(1,562
)
RMBS – Non-Agency
7,916

 
(238
)
 
172,875

 
(14,346
)
CMBS
85,587

 
(1,070
)
 
17,959

 
(1,596
)
CDOs
3,646

 
(315
)
 
3,574

 
(2,362
)
Other asset-backed securities
499,412

 
(1,172
)
 
60,103

 
(6,213
)
U.S. States and political subdivisions of the States
52,272

 
(977
)
 
9,909

 
(99
)
Non-U.S. Governments
983,007

 
(46,450
)
 
313,460

 
(35,878
)
Total fixed maturities and short-term investments - AFS
$
3,516,783

 
$
(87,654
)
 
$
1,095,779

 
$
(93,200
)
Total equity securities
$
309,423

 
$
(9,925
)
 
$

 
$


32



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Less than 12 months
 
Equal to or greater
than 12 months
December 31, 2015
(U.S. dollars in thousands)
Fair
Value
 
Gross
Unrealized
Losses
 
Fair
Value
 
Gross
Unrealized
Losses
Fixed maturities and short-term investments - AFS
 

 
 

 
 

 
 

U.S. Government
$
3,762,869

 
$
(29,339
)
 
$
89,113

 
$
(5,044
)
Corporate – Financials
1,641,021

 
(13,280
)
 
102,022

 
(10,192
)
Corporate – Non Financials
3,275,270

 
(73,069
)
 
227,527

 
(24,706
)
RMBS – Agency
1,065,055

 
(10,046
)
 
221,211

 
(7,515
)
RMBS – Non-Agency
19,614

 
(1,104
)
 
180,146

 
(15,876
)
CMBS
118,605

 
(1,561
)
 
78,651

 
(2,769
)
CDOs
12,311

 
(516
)
 
20,096

 
(8,757
)
Other asset-backed securities
572,671

 
(5,252
)
 
57,563

 
(8,268
)
U.S. States and political subdivisions of the States
565,055

 
(6,609
)
 
12,259

 
(765
)
Non-U.S. Governments
1,921,286

 
(53,440
)
 
474,929

 
(46,714
)
Total fixed maturities and short-term investments - AFS
$
12,953,757

 
$
(194,216
)
 
$
1,463,517

 
$
(130,606
)
Total equity securities
$
356,742

 
$
(45,153
)
 
$

 
$

The Company had gross unrealized losses totaling $190.8 million on 1,548 securities out of a total of 8,853 held as of September 30, 2016 in its AFS - Excluding Life Funds Withheld Assets portfolio, which either it considers to be temporarily impaired or with respect to which it reflects non-credit losses on other-than-temporarily impaired assets. Individual security positions comprising this balance have been evaluated by management, in conjunction with our investment managers, to determine the severity of these impairments and whether they should be considered other-than-temporary. Management believes it is more likely than not that the issuer will be able to fund sufficient principal and interest payments to support the current amortized cost.
(c) Net Realized Gains (Losses)
The following represents an analysis of net realized gains (losses) on investments:
Net Realized Gains (Losses) on Investments
Three months ended
September 30,
 
Nine months ended
September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets:
 
 
 
 
 
 
 
Gross realized gains
$
98,452

 
$
88,224

 
$
241,855

 
$
199,070

Gross realized losses on investments sold
(30,038
)
 
(45,711
)
 
(110,287
)
 
(120,440
)
OTTI on investments, net of amounts transferred to other comprehensive income
(10,019
)
 
(42,714
)
 
(62,121
)
 
(69,878
)
 
$
58,395

 
$
(201
)
 
$
69,447

 
$
8,752

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets:
 
 
 
 
 
 
 
Gross realized gains
$
44,183

 
$
60,643

 
$
140,703

 
$
198,412

Gross realized losses on investments sold
(172
)
 
(6,863
)
 
(32,162
)
 
(23,857
)
OTTI on investments, net of amounts transferred to other comprehensive income

 
(2,023
)
 
(2,598
)
 
(10,110
)
Net unrealized gains (losses) on trading securities
$
41,270

 
$
(149
)
 
$
165,653

 
$
(18,932
)
 
$
85,281

 
$
51,608

 
$
271,596

 
$
145,513

Total net realized gains (losses) on investments
$
143,676

 
$
51,407

 
$
341,043

 
$
154,265

The components of the net impairment charges of $10.0 million for investments, excluding Life Funds Withheld Assets for the three months ended September 30, 2016 were:
$2.1 million related to certain fixed maturities that we no longer intend to hold for a period sufficient to recover their fair value to cost.
$1.1 million related to certain high yield securities where we determined that the likely recovery on these securities was below the carrying value.

33



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

$0.6 million for structured securities, where we determined that the likely recovery on these securities was below the carrying value and, accordingly, recorded an impairment of the securities to the discounted value of the cash flows expected to be received on these securities.
$6.1 million related to foreign exchange losses.
The following table sets forth the amount of credit loss impairments on fixed income securities for which a portion of the OTTI loss was recognized in OCI and that were held by the Company as of the dates or for the periods indicated and the corresponding changes in such amounts.
Credit Loss Impairments
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Opening balance as of beginning of indicated period
$
73,391

 
$
94,219

 
$
73,469

 
$
131,942

Credit loss impairment recognized in the current period on securities not previously impaired
811

 
2,004

 
12,049

 
9,565

Credit loss impairments previously recognized on securities that matured or were paid down, prepaid or sold during the period
(7,760
)
 
(1,531
)
 
(15,579
)
 
(38,564
)
Credit loss impairments previously recognized on securities impaired to fair value during the period

 

 

 
(2,629
)
Additional credit loss impairments recognized in the current period on securities previously impaired
911

 
945

 
2,014

 
1,331

Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected
(2,003
)
 
(2,165
)
 
(6,603
)
 
(8,173
)
Balance as of September 30,
$
65,350

 
$
93,472

 
$
65,350

 
$
93,472

7. Derivative Instruments
The Company enters into derivative instruments for both risk management and efficient portfolio management. The Company is exposed to potential loss from various market risks, and manages its market risks based on a comprehensive framework of investment decision authorities adopted ("Authorities Framework") by the Risk and Finance Committee of the Company's Board of Directors ("RFC"), which is intended to align the risk profile of our investment portfolio to be consistent with management's risk tolerance, and other guidelines established by the RFC. The Company recognizes all derivatives as either assets or liabilities on the balance sheets and measures those instruments at fair value, with the changes in the fair values of derivatives shown in the consolidated statement of income as "Net realized and unrealized gains (losses) on derivative instruments" unless the derivatives are designated as hedging instruments. The accounting for derivatives that are designated as hedging instruments is described in Item 8, Note 2(h), "Significant Accounting Policies - Derivative Instruments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
The following table summarizes information on the location and gross amounts of derivative fair values contained in the consolidated balance sheets as of September 30, 2016 and December 31, 2015:
 
September 30, 2016
 
December 31, 2015
(U.S. dollars in thousands)
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
(1)
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
(1)
 
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
(1)
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
(1)
Derivatives designated as hedging instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange contracts
$
1,443,726

 
$
58,686

 
$
1,155,580

 
$
36,240

 
$
1,667,585

 
$
64,289

 
$
674,976

 
$
11,941

Total derivatives designated as hedging instruments
$
1,443,726

 
$
58,686

 
$
1,155,580

 
$
36,240

 
$
1,667,585

 
$
64,289

 
$
674,976

 
$
11,941

Derivatives not designated as hedging instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Investment Related Derivatives:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign exchange exposure
214,406

 
1,583

 
76,821

 
1,512

 
102,234

 
2,888

 
144,707

 
1,702

Credit exposure
5,000

 
411

 
87,500

 
6,605

 
8,433

 
652

 
71,614

 
12,067

Financial market exposure
5

 
5

 
30,117

 
3,990

 
37

 
77

 
26,500

 
417


34



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
September 30, 2016
 
December 31, 2015
(U.S. dollars in thousands)
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
(1)
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
(1)
 
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
(1)
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
(1)
Other Non-Investment Derivatives:
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts

 

 

 

 
194,566

 
2,009

 

 

Credit exposure
31,531

 
42

 

 

 
29,874

 
31

 

 

Guaranteed minimum income benefit contract
44,112

 
18,640

 
44,112

 
18,640

 
46,032

 
19,368

 
46,032

 
19,368

Modified coinsurance funds withheld contracts (2)
60,812

 

 
4,567,500

 

 
60,667

 

 
4,620,879

 

Total derivatives not designated as hedging instruments
$
355,866

 
$
20,681

 
$
4,806,050

 
$
30,747

 
$
441,843

 
$
25,025

 
$
4,909,732

 
$
33,554

Total derivatives
 
 
$
79,367

 
 
 
$
66,987

 
 
 
$
89,314

 
 
 
$
45,495

Counterparty netting
 
 
(23,873
)
 
 
 
(23,873
)
 
 
 
(3,087
)
 
 
 
(3,087
)
Total derivatives net of counterparty netting (1)
 
 
55,494

 
 
 
43,114

 
 
 
86,227

 
 
 
42,408

Cash collateral held/paid (3)
 
 
(24,040
)
 
 
 
(8,260
)
 
 
 
(30,958
)
 
 
 

Total derivatives as recorded in the balance sheets
 
 
$
31,454

 
 
 
$
34,854

 
 
 
$
55,269

 
 
 
$
42,408

____________
(1)
Derivative instruments in an asset or liability position are included within Other assets or Other liabilities, respectively, in the balance sheets on a net basis where the Company has both a legal right of offset and the intention to settle the contracts on a net basis. The Company often enters into different types of derivative contracts with a single counterparty and these contracts are covered under netting agreements.
(2)
The fair value movements in derivative assets and liabilities relating to modified coinsurance funds withheld contracts are included within the associated asset or liability at each period end on the face of the balance sheets. Notional amounts associated with reinsurance agreements under which the Company assumes reinsurance risk are recorded as asset derivative notional amounts. Notional amounts associated with the GreyCastle Life Retro Arrangements under which the Company cedes reinsurance risk are recorded as liability derivative notional amounts. Included in the liability derivative notional amount as of September 30, 2016 is the cumulative net realized and unrealized loss on the life retrocession embedded derivative of $1.1 billion.
(3)
As of September 30, 2016, the Company held cash collateral related to foreign currency derivative positions and certain other derivative positions of $24.0 million for derivatives in an asset position and paid cash collateral of $8.3 million for derivatives in a liability position. As of December 31, 2015, the Company held cash collateral related to a foreign currency derivative position and certain other derivative positions of $31.0 million for derivatives in an asset position and paid cash collateral of nil for derivatives in a liability position. The assets and liabilities related to the net collateral paid or held were recorded as Other assets and Other liabilities within the unaudited consolidated balance sheets as the collateral and derivative positions are not intended to be settled on a net basis.
(a) Derivative Instruments Designated as Fair Value Hedges
The Company may designate certain of its derivative instruments as fair value hedges or cash flow hedges, in which case it formally and contemporaneously documents all relationships between the hedging instruments and hedged items and links the hedging derivatives to specific assets and liabilities. The Company assesses the effectiveness of the hedge both at inception and on an on-going basis, and determines whether the hedge is highly effective in offsetting changes in fair value or cash flows of the linked hedged item.
Settlement of Fair Value Hedges
A summary of the fair value hedges that have been settled and their impact on results during the indicated periods as well as the remaining balance of fair value hedges and average years remaining to maturity as of September 30, 2016 and 2015 are shown below:
Settlement of Fair Value Hedges - Summary
Fair Value Hedges -
Deposit Liabilities
September 30,
(U.S. dollars in thousands)
2016
 
2015
Cumulative reduction to interest expense
$
110,914

 
$
101,461

Remaining balance
122,282

 
131,734

Weighted average years remaining to maturity
20.4 years

 
22.0 years


35



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(b) Derivative Instruments Designated as Hedges of a Net Investment in a Foreign Operation
The Company utilizes foreign exchange contracts to hedge the fair value of certain net investments in foreign operations. During the three and nine months ended September 30, 2016 and 2015, the Company entered into foreign exchange contracts that were formally designated as hedges of investments in foreign subsidiaries, the majority of which have functional currencies of either the British Pound Sterling or the Euro. There was no ineffectiveness in these transactions.
The following table provides the weighted average U.S. dollar equivalent of foreign denominated net assets that were hedged and the resulting derivative gain (loss) that was recorded in the foreign currency translation adjustment, net of tax, account within AOCI for the three and nine months ended September 30, 2016 and 2015:
Derivative Instruments Designated as Hedges of a
Net Investment in a Foreign Operation - Summary
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Weighted average of U.S. dollar equivalent of foreign denominated net assets
$
2,575,987

 
$
2,299,875

 
$
2,401,640

 
$
1,581,470

Derivative gains (losses) (1)
1,999

 
29,943

 
35,882

 
66,215

____________
(1)
Derivative gains (losses) from derivative instruments designated as hedges of an investment in a foreign operation are recorded in the cumulative translation adjustment account within AOCI for each period.    
(c) Derivative Instruments Not Formally Designated As Hedging Instruments
The following table provides the total impact on earnings relating to derivative instruments not formally designated as hedging instruments under authoritative accounting guidance. The impacts are all recorded through Net realized and unrealized gains (losses) on derivatives in the income statement for the three and nine months ended September 30, 2016 and 2015:
Net Realized and Unrealized Gains (Losses) on Derivative Instruments
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Investment Related Derivatives:
 

 
 

 
 

 
 

Interest rate exposure
$

 
$
(5,120
)
 
$
781

 
$
(2,046
)
Foreign exchange exposure
74

 
(146
)
 
(592
)
 
(1,026
)
Credit exposure
(812
)
 
1,684

 
(959
)
 
1,380

Financial market exposure
(45
)
 
(4,309
)
 
(2,866
)
 
(2,913
)
Other Non-Investment Derivatives:
 
 
 
 
 

 
 
Foreign exchange contracts
(347
)
 
4,063

 
(1,345
)
 
61,494

Credit exposure
4,477

 
(327
)
 
4,424

 
1,151

Modified coinsurance funds withheld contract
2,143

 
(3,748
)
 
3,331

 
(913
)
Net realized and unrealized gains (losses) on derivative instruments
$
5,490

 
$
(7,903
)
 
$
2,774

 
$
57,127

 
 
 
 
 
 
 
 
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
$
(225,610
)
 
$
(126,140
)
 
$
(691,432
)
 
$
(116,333
)
The Company’s objectives in using these derivatives are explained below.
(c)(i) Investment Related Derivatives
The Company, either directly or through third party investment managers, may use derivative instruments within its investment portfolio, including interest rate swaps and options on interest rate swaps, total return swaps, credit derivatives (including single name and index credit default swaps and options on credit default swaps), equity options, forward contracts and futures (including foreign exchange, bond and stock index, interest rate and commodity futures), primarily as a means of reducing investment risk by economically hedging exposures to interest rate, credit spread, equity price changes and foreign currency risk or, in limited instances, for efficient portfolio management. When using exchange traded or cleared over-the-counter derivatives, the Company is exposed to the credit risk of the applicable clearing house and of the Company's futures commission merchant. When using uncleared over-the-counter derivatives, the Company is exposed to credit risk in the event of non-performance by the counterparties to such derivative contracts. To manage this risk, the Company requires appropriate legal documentation with counterparties that has been reviewed and negotiated by legal counsel on behalf of the Company and complies with the Company’s documentation standards, investment guidelines and policies.

36



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Investment Related Derivatives – Interest Rate Exposure
The Company utilizes risk management and overlay strategies that incorporate the use of derivative financial instruments, primarily to manage its fixed income portfolio duration and net economic exposure to interest rate risks. The Company may also use interest rate swaps to convert certain liabilities from a fixed rate to a variable rate of interest or to convert a variable rate of interest from one basis to another.
Investment Related Derivatives – Foreign Exchange Exposure
The Company has exposure to foreign currency exchange rate fluctuations through its operations and in its investment portfolio. The Company uses foreign exchange contracts to manage its exposure to the effects of fluctuating foreign currencies on the value of certain of its foreign currency fixed maturities. These contracts are not designated as specific hedges for financial reporting purposes and, therefore, realized and unrealized gains and losses on these contracts are recorded in income in the period in which they occur. These contracts generally have maturities of twelve months or less.
In addition, certain of the Company's investment managers may, subject to investment guidelines, enter into forward contracts.
Investment Related Derivatives – Credit Exposure
Credit derivatives may be purchased within the Company's investment portfolio in the form of single name, basket or index credit default swaps and swaptions, which are used to mitigate credit exposure through a reduction in credit spread duration (i.e., macro credit strategies rather than single-name credit hedging) or exposure to securities of selected issuers. Credit derivatives may also be used to efficiently gain exposure to credit markets, subject to guidelines that prohibit the introduction of effective leverage.
Investment Related Derivatives – Financial Market Exposure
Stock index futures may be purchased within the Company's investment portfolio in order to create synthetic equity exposure and to add value to the portfolio with overlay strategies where market inefficiencies are believed to exist. Stock index futures may be sold to facilitate the timely and efficient reduction of equity exposure. Equity option strategies, including both purchases and sales of options, may be used to add value or reduce exposure with overlay or other strategies. From time to time, the Company may enter into other financial market exposure derivative contracts on various indices and other underlying financial instruments including, but not limited to, sovereign CDS, inflation and commodity contracts.
(c)(ii) Other Non-Investment Derivatives
Foreign Exchange Contracts
On January 9, 2015, the Company entered into deal contingent deliverable foreign exchange forwards (the "FX Forwards") with Morgan Stanley Capital Services LLC and Goldman Sachs International. The purpose of the FX Forwards was to mitigate the risk of foreign currency exposure related to the Catlin Acquisition. Following the closing of the Catlin Acquisition, the FX Forwards were settled.
In connection with the Catlin Acquisition and the FX Forwards, during 2015, certain foreign exchange contracts utilized to hedge the fair value of certain net investments in foreign operations were de-designated as hedging instruments; subsequently during the second quarter, the hedging relationships were then re-established.
In the fourth quarter of 2015, the Company entered into an average rate option to mitigate the risk of foreign currency exposure to certain cash flows denominated in the British Pound Sterling. The option will mature in the fourth quarter of 2016. Additionally, the Company has a small forward purchase to mitigate exposure to certain cash flows denominated in New Zealand dollars.
Credit Exposure
During the year ended December 31, 2014, the Company entered into a non-investment related credit derivative relating to a number of reference pool mortgage tranches associated with actual mortgage loans that were securitized into agency mortgage-backed securities and sold as Structured Agency Credit Risk Notes. As of September 30, 2016, there was no reported event of default on this obligation. The credit derivative is recorded at fair value based upon models developed by the Company. Significant unobservable inputs considered in the valuation include the impact of changes in interest rates, future default, delinquency and prepayment rates, credit spreads, changes in credit quality, and other market factors.

37



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Guaranteed Minimum Income Benefit Contract
The Company also has derivatives embedded in certain reinsurance contracts. For a certain life reinsurance contract, the Company pays the ceding company a fixed amount equal to the estimated present value of the excess of the guaranteed benefit over the account balance upon the policyholder's election to take the income benefit. The fair value of this derivative is determined based on the present value of expected cash flows.
Modified Coinsurance and Funds Withheld Contracts
The Company has modified coinsurance and funds withheld reinsurance agreements that provide for a return to be paid to the Company based on a portfolio of fixed income securities. As such, the agreements contain an embedded derivative. The embedded derivative is bifurcated from the funds withheld balance and recorded at fair value with changes in fair value recognized in earnings through Net realized and unrealized gains (losses) on derivative instruments.
Modified Coinsurance Funds Withheld Reinsurance Agreements - Life Retrocession Embedded Derivative
In addition, the Company entered into the GreyCastle Life Retro Arrangements, as described in Note 1, "Basis of Preparation and Consolidation." The embedded derivative related to the GreyCastle Life Retro Arrangements is recorded at fair value with changes in fair value recognized in earnings through Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets.
The impact of the GreyCastle Life Retro Arrangements on the Company's results was as follows:
Impact of GreyCastle Life Retro Arrangements
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Underwriting profit (loss) (1)
$

 
$

 
$

 
$
603

Net investment income - Life Funds Withheld Assets
38,937

 
46,586

 
119,643

 
143,869

Net realized gains (losses) on investments sold - Life Funds Withheld Assets
44,011

 
53,780

 
108,541

 
174,555

Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
41,270

 
(149
)
 
165,653

 
(18,932
)
OTTI on investments - Life Funds Withheld Assets

 
(2,023
)
 
(2,598
)
 
(10,110
)
Exchange gains (losses)
1,535

 
8,754

 
5,899

 
(5,932
)
Other income and expenses

 
(121
)
 
(170
)
 
2,354

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(225,610
)
 
(126,140
)
 
(691,432
)
 
(116,333
)
Net income (loss)
$
(99,857
)
 
$
(19,313
)
 
$
(294,464
)
 
$
170,074

Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
77,242

 
(33,569
)
 
206,480

 
(317,500
)
Change in adjustments related to future policy benefit reserves, net of tax
2,058

 
40,681

 
27,820

 
127,365

Change in cumulative translation adjustment - Life Funds Withheld Assets, net of tax
20,557

 
12,201

 
60,164

 
20,664

Total changes to other comprehensive income as a result of GreyCastle Life Retro Arrangements
$
99,857

 
$
19,313

 
$
294,464

 
$
(169,471
)
Comprehensive income (loss)
$

 
$

 
$

 
$
603

____________
(1)
The underwriting profit of $0.6 million relates to a premium adjustment during the nine months ended September 30, 2015 relating to the GreyCastle Life Retro Arrangements transaction. Excluding this transaction, the impact to comprehensive income relating to the GreyCastle Life Retro Arrangements was nil for the nine months ended September 30, 2015.
As shown in the table above, although the Company's net income (loss) is subject to variability related to the GreyCastle Life Retro Arrangements, there is minimal net impact on the Company's comprehensive income in any period. The life retrocession embedded derivative value includes the interest income, unrealized gains and losses, and realized gains and losses from sales on the Life Funds Withheld Assets.

38



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The change in the value of the life retrocession embedded derivative includes the interest income, realized and unrealized gains and losses on Life Funds Withheld Assets and certain related expenses as follows:
Components of Life Retrocession Embedded Derivative and Derivative Instruments - Life Funds Withheld Assets:
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2016
 
2015
 
2016
 
2015
Interest income - Life Funds Withheld Assets
$
(40,065
)
 
(48,809
)
 
$
(124,630
)
 
$
(147,679
)
Realized and unrealized gains (losses) - Life Funds Withheld Assets
(181,952
)
 
(38,161
)
 
(533,752
)
 
130,047

Other

 
121

 
171

 
276

Net realized and unrealized gains (losses) on life retrocession embedded derivative
$
(222,017
)
 
$
(86,849
)
 
$
(658,211
)
 
$
(17,356
)
Net adjustments related to future policy benefit reserves, net of tax
(5,309
)
 
(40,668
)
 
(33,312
)
 
(88,551
)
Net realized and unrealized gains (losses) on derivative instruments - Life Funds Withheld Assets
1,716

 
1,377

 
91

 
(10,426
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
$
(225,610
)
 
$
(126,140
)
 
$
(691,432
)
 
$
(116,333
)
(d) Contingent Credit Features
Certain derivative agreements entered into by the Company or its subsidiaries contain credit rating downgrade provisions that permit early termination of the agreements by the counterparty if collateral is not posted following failure to maintain certain credit ratings from one or more of the principal credit rating agencies. If the Company were required to terminate such agreements early due to a credit rating downgrade, it could potentially be in a net liability position at the time of settlement of such agreements. The aggregate fair value of all derivative agreements containing such rating downgrade provisions that were in a liability position and any collateral posted under these agreements as of September 30, 2016 and December 31, 2015 were as follows:
Contingent Credit Features - Summary:
(U.S. dollars in thousands)
September 30, 2016
 
December 31, 2015
Aggregate fair value of derivative agreements with downgrade provisions in a net liability position
$
6,186

 
$
5,827

8. Goodwill and Other Intangible Assets
The Company has goodwill and other intangible assets of $2.2 billion as of September 30, 2016 and December 31, 2015.
In the third quarter of 2016, as a result of the transaction described in Note 3(a), "Acquisitions and Disposals - Brooklyn Acquisition," the Company recognized intangible assets of $22.9 million. The transaction was accounted for using the acquisition method under which the Company recorded the identifiable assets acquired, including definite-lived intangible assets, at their acquisition date fair values.
In the first quarter of 2016, as a result of the transaction described in Note 3(c), "Acquisitions and Disposals - Allied Acquisition," the Company recognized additional intangible assets of $14.0 million. The transaction was accounted for using the acquisition method under which the Company recorded the identifiable assets acquired, including indefinite-lived and definite-lived intangible assets, and liabilities assumed, at their acquisition date fair values, and recorded the excess of consideration transferred over the net assets acquired as goodwill in the amount of $14.1 million.
In the third quarter of 2015, as a result of the transaction described in Note 3(d), "Acquisitions and Disposals - New Energy Risk," the Company recognized additional goodwill of approximately $13.4 million. The transaction was accounted for using the acquisition method under which the Company recorded the identifiable assets acquired and liabilities assumed at their acquisition date fair values, and recorded as goodwill the excess of the sum of a) over b) - in which a) represents the aggregate of: i) the consideration transferred, ii) the fair value of non-controlling interest in the acquiree, and iii) the acquisition-date fair value of the Company's previously held equity interest in the acquiree; and b) represents the net assets acquired in the transaction.
In the second quarter of 2015, as a result of the transaction described in Item 8, Note 3(c), "Acquisitions and Disposals - Catlin Acquisition," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015, the Company recognized additional intangible assets of $988.0 million. The transaction was accounted for using the acquisition method under which the Company recorded the identifiable assets acquired, including indefinite-lived and definite-lived intangible assets, and liabilities assumed, at their Acquisition Date fair values, and recorded the excess of consideration transferred over the net assets acquired as goodwill in the amount of $794.0 million.

39



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents an analysis of intangible assets broken down between goodwill, intangible assets with an indefinite life and intangible assets with a definite life for the nine months ended September 30, 2016:
(U.S. dollars in thousands)
Goodwill
 
Intangible
assets with an
indefinite life
 
Intangible
assets with a
definite life
 
Total
Balance at December 31, 2015
$
1,213,630

 
$
682,859

 
$
313,777

 
$
2,210,266

Additions
14,084

 
8,000

 
28,948

 
51,032

Amortization

 

 
(16,695
)
 
(16,695
)
Foreign Currency Translation
(3,200
)
 
262

 
(7,594
)
 
(10,532
)
Balance at September 30, 2016
$
1,224,514

 
$
691,121

 
$
318,436

 
$
2,234,071

9. Share Capital
(a) Authorized and Issued
Buybacks of Ordinary and Common Shares
On August 6, 2015, XL-Ireland announced that its Board of Directors approved a share buyback program, authorizing the purchase of up to $1.0 billion of XL-Ireland shares (the "August 2015 Program"). During the nine months ended September 30, 2016, the Company purchased and canceled 14.2 million XL-Ireland shares under the August 2015 Program for $499.3 million.
On May 13, 2016, XL-Ireland announced that its Board of Directors approved a new share buyback program, authorizing the purchase of up to $1.0 billion of XL-Ireland shares (the "May 2016 Program"). This authorization also canceled approximately $204.1 million remaining under the August 2015 Program. As a result of the Redomestication, XL-Bermuda assumed the May 2016 Program. Buybacks made prior to July 25, 2016 were of XL-Ireland shares, and on and after July 25, 2016 were of XL-Bermuda shares. During the three and nine months ended September 30, 2016, the Company purchased and canceled 6.6 million and 12.0 million shares under the May 2016 Program for $221.7 million and $405.8 million, respectively.
In total, the Company purchased and canceled 6.6 million and 26.2 million XL-Ireland shares and XL-Bermuda shares, for $221.7 million and $905.1 million during the three and nine months ended September 30, 2016, respectively, under the two programs, respectively. As of September 30, 2016, $594.1 million remained available for purchase under the May 2016 Program.
(b) Stock Plans
The Company's performance incentive programs provide for grants of stock options, restricted stock, equity-classed restricted stock units, liability-classed restricted stock units, performance units and stock appreciation rights. Share-based compensation granted by the Company generally contains a vesting period of three or four years and certain awards also contain performance conditions. The Company records compensation expense related to each award over its vesting period, incorporating the best estimate of the expected outcome of performance conditions where applicable. Compensation expense is generally recorded on a straight line basis over the vesting period of an award. See Item 8, Note 18, "Share Capital," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 for further information on the Company's performance incentive programs and associated accounting.
During the nine months ended September 30, 2016, the Company granted approximately 2.2 million stock options with a weighted-average grant date fair value of $5.99 per option. The fair value of the options issued was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:
Dividend yield
2.00
%
Risk free interest rate
1.37
%
Volatility
21.7
%
Expected lives
6.0 years

During the nine months ended September 30, 2016, the Company granted 48,466 restricted stock awards to certain employees and directors of the Company and its subsidiaries with an aggregate grant date fair value of approximately $1.7 million. The restricted stock award recipients have the rights and privileges of a shareholder, including the right to receive dividends that are declared and paid and the right to vote such restricted stock. The recipients are not entitled to receive delivery of a stock certificate prior to vesting nor may any restricted stock be sold, transferred, pledged, or otherwise disposed of prior to the satisfaction of all vesting requirements.

40



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2016, the Company granted approximately 1.1 million equity-classed restricted stock units to certain employees with an aggregate grant date fair value of approximately $38.3 million. Each equity-classed restricted stock unit represents the Company's obligation to deliver to the holder one common share, and grants may vest in three or four equal installments upon the first, second, third and fourth anniversaries of the date of grant. Equity-classed restricted stock units are granted at the closing market price on the day of grant and entitle the holder to receive dividends that are declared and paid in the form of additional common shares contingent upon vesting.
During the nine months ended September 30, 2016, the Company granted approximately 1.8 million liability-classed cash units to certain employees with an aggregate grant date fair value of approximately $61.7 million. Each liability-classed restricted cash unit represents the Company's obligation to deliver to the holder a cash payment equivalent to the value of one common share. The grants may vest either in three or four equal installments upon the first, second, third and fourth anniversaries of the date of grant. Liability-classed restricted stock units are granted at the closing market price on the day of grant and entitle the holder to receive dividends that are declared and paid in cash contingent upon vesting.
During the nine months ended September 30, 2016, the Company granted approximately 0.7 million performance units (representing a potential maximum share payout of approximately 1.5 million common shares) to certain employees with an aggregate grant date fair value of approximately $25.6 million. Each grant of performance units has a target number of shares, with final payouts ranging from 0% to 200% of the grant amount depending upon the achievement of stated relative and absolute financial performance metrics along with each employee's continued service through the vesting date. Performance units granted in the current year are granted at the closing market price on the day of grant and entitle the holder to receive dividends declared and paid in the form of additional common shares contingent upon vesting. Performance units issued in 2015 had different performance metrics, please see Item 8, Note 18, "Share Capital," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
10. Notes Payable and Debt and Financing Arrangements
(a) Notes Payable and Debt
The following table presents the Company's outstanding notes payable and debt as of September 30, 2016 and December 31, 2015:
(U.S. dollars in thousands)
September 30, 2016
 
December 31, 2015
Commitment/
Debt (1)
 
In Use/
Outstanding (2)
 
Commitment/
Debt (1)
 
In Use/
Outstanding (2)
Debt:
 
 
 
 
 
 
 
 2.30% Senior Notes due 2018
$
300,000

 
$
298,518

 
$
300,000

 
$
298,015

 5.75% Senior Notes due 2021
400,000

 
397,846

 
400,000

 
397,523

 6.375% Senior Notes due 2024
350,000

 
349,111

 
350,000

 
349,029

 4.45% Subordinated Notes due 2025
500,000

 
493,127

 
500,000

 
492,521

 6.25% Senior Notes due 2027
325,000

 
323,336

 
325,000

 
323,218

 5.25% Senior Notes due 2043
300,000

 
296,394

 
300,000

 
296,294

 5.5% Subordinated Notes due 2045
500,000

 
488,668

 
500,000

 
488,370

Total debt carrying value
$
2,675,000

 
$
2,647,000

 
$
2,675,000

 
$
2,644,970

_______________
(1)
Excluded from the table are certain credit facilities under which the Company is permitted to utilize up to $1.1 billion and $1.4 billion as of September 30, 2016 and December 31, 2015, respectively, for revolving loans to support general operating and financing needs. However, as of September 30, 2016 and December 31, 2015, $501.5 million and $527.1 million, respectively, were utilized under these facilities to issue letters of credit, leaving $598.5 million and $822.9 million, respectively, available to support other operating and financing needs.
(2)    "In Use/Outstanding" data represent September 30, 2016 and December 31, 2015 accreted values.
All outstanding debt of the Company as of September 30, 2016 and December 31, 2015 was issued by XL-Cayman, a 100% owned subsidiary of XL-Bermuda (or, prior to the Redomestication, XL-Ireland). XL-Cayman's outstanding debt, other than the Senior Notes due 2024 and due 2027, historically was fully and unconditionally guaranteed by XL-Ireland. Such debt is now fully and unconditionally guaranteed by XL-Bermuda. In connection with the Redomestication and XL-Ireland's distribution of the ordinary shares of XL-Cayman to XL-Bermuda, on August 3, 2016, XL-Ireland was released as a guarantor under each of the applicable indentures, including as guarantor of the obligations of XL-Cayman under the outstanding securities issued pursuant to such indentures.
The ability of XL-Cayman, like that of the Company, to obtain funds from its subsidiaries to satisfy any of its obligations, including under guarantees, is subject to certain contractual restrictions, applicable laws and statutory requirements of the

41



XL GROUP PLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

various countries in which the subsidiaries operate, including, among others, Bermuda, the United States, Ireland, Switzerland and the United Kingdom. For details of the required statutory capital and surplus for the principal operating subsidiaries of the Company, see Item 8, Note 23, "Statutory Financial Data," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
On March 30, 2015, XL-Cayman issued $500 million of subordinated notes due March 2025, with a fixed coupon of 4.45%, that were originally guaranteed by XL-Ireland, and are now guaranteed by XL-Bermuda. The notes are listed on the New York Stock Exchange. The notes were issued at 99.633% of the face amount and net proceeds were $492.2 million. Related expenses of the offering amounted to approximately $5.9 million. These costs were deferred and will be amortized over the term of the subordinated notes.
On March 30, 2015, XL-Cayman issued $500 million of subordinated notes due March 2045, with a fixed coupon of 5.5%, that were originally guaranteed by XL-Ireland, and are are now guaranteed by XL-Bermuda. The notes are listed on the New York Stock Exchange. The notes were issued at 99.115% of the face amount and net proceeds were $488.4 million. Related expenses of the offering amounted to approximately $7.2 million. These costs were deferred and will be amortized over the term of the subordinated notes.
As a result of the Allied Acquisition described in Note 3(c), "Acquisitions and Disposals - Allied Acquisition," the Company assumed, and subsequently redeemed on June 15, 2016, $8.2 million of trust preferred securities, due in 2035 and bearing a floating interest rate, adjustable quarterly, at three-month LIBOR plus 3.75%.
XL-Cayman and the Company were in compliance with all covenants at September 30, 2016, and XL-Cayman and the Company currently remain in compliance with all covenants.
(b) Letter of Credit Facilities and Other Sources of Collateral
The Company has letter of credit facilities provided on both syndicated and bilateral bases from commercial banks. These facilities are utilized primarily to support non-admitted insurance and reinsurance operations in the U.S. and capital requirements at Lloyd’s.
The Company’s letter of credit facilities and revolving credit facilities as of September 30, 2016 and December 31, 2015 were as follows:
Letter of Credit Summary:
(U.S. dollars in thousands except percentages)
September 30, 2016 (1)
 
December 31, 2015 (1)
Available letter of credit facilities - commitments
$
3,991,806

 
$
4,463,041

Available letter of credit facilities - in use (2)
2,482,386

 
2,515,653

Collateralized by certain assets of the Company’s investment portfolio
51.1
%
 
50.9
%
____________
(1)
As of September 30, 2016 and December 31, 2015, there were fifteen available credit facilities
(2)
As of September 30, 2016 and December 31, 2015, the stated portion of allowable credit facilities permitted to be utilized for revolving loans was $1.1 billion and $1.4 billion, respectively. However, as of September 30, 2016 and December 31, 2015, $501.5 million and $527.1 million, respectively, of such facilities' limits were utilized to issue letters of credit, leaving $598.5 million and $822.9 million, respectively, available either to issue additional letters of credit or to support other operating or financing needs under these particular facilities.
On August 5, 2016, the Company entered into (a) a new secured credit agreement that provides for the issuance of letters of credit up to $750 million (the "New Secured Credit Agreement") and (b) a new unsecured credit agreement that provides for the issuance of letters of credit and revolving credit loans up to $750 million (the "New Unsecured Credit Agreement" and together with the New Secured Credit Agreement, the "New Credit Agreements"). The Company has the option to increase the maximum amount of letters of credit available under the facilities by $500 million in aggregate across the facilities under the New Credit Agreements. In connection with the New Credit Agreements, the Company's syndicated credit agreements originally entered into in 2013, as well as certain related security arrangements, were terminated.
For details regarding the facilities, see Item 8, Note 14(b), "Notes Payable and Debt and Financing Arrangements - Letter of Credit Facilities and Other Sources of Collateral," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
11. Related Party Transactions
(a)    Investment Manager Affiliates
At September 30, 2016 and 2015, the Company owned minority stakes in four and six independent investment management companies ("Investment Manager Affiliates"), respectively, that are actively managing client capital and seeking

42



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

growth opportunities. The Company seeks to develop relationships with specialty investment management organizations, generally acquiring an equity interest in the business. The Company also invests in certain of the funds and limited partnerships and other legal entities managed by these affiliates and through these funds and partnerships pays management and performance fees to the Company's Investment Manager Affiliates. In addition, the company owned minority stakes in one independent firm as of September 30, 2016 and two independent firms as of September 30, 2015, that provide technology and other services to alternative asset managers and allocators. The results of the Company's interests in these enterprises are included as Investment Manager Affiliates, which are reported in the statement of income as "income (loss) from operating affiliates." The Company pays fees to these Investment Manager Affiliates in exchange for them providing their services to the Company. See Item 8, Note 7, "Investments in Affiliates," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
(b)    Assumed Reinsurance Contracts
In the normal course of business, the Company enters into assumed reinsurance contracts with certain of its other strategic affiliates, or their subsidiaries. Management believes that these transactions are conducted at market rates consistent with negotiated arm's-length contracts. During the three and nine months ended September 30, 2016 and 2015, these contracts resulted in reported net premiums, reported net losses, and reported net acquisition costs as summarized below:
(U.S. dollars in thousands)
Three months ended September 30,
 
Nine months ended September 30,
2016
 
2015
 
2016
 
2015
Reported net premiums
$
14,491

 
$
5,075

 
$
60,397

 
$
36,596

Reported net losses
8,927

 
1,402

 
24,823

 
10,567

Reported net acquisition costs
6,115

 
1,874

 
25,550

 
12,269

Results through April 1, 2015 include amounts under an assumed reinsurance contract with a wholly-owned subsidiary of ARX, an insurance operating affiliate of the Company through that date. The Company disposed of its investment in ARX on April 1, 2015, and thus, after that date, all amounts under this contract are no longer reported as related party transactions. See Note 3(f), "Acquisitions and Disposals - Sale of Strategic Operating Affiliate."
(c)    New Ocean
Commencing in 2014, several of the Company’s wholly-owned subsidiaries retroceded assumed reinsurance business to special purpose reinsurers that receive capital from funds managed by the Company's subsidiary, New Ocean Capital Management Limited, a Bermuda based company ("New Ocean"), as discussed in Note 12, "Variable Interest Entities." Underwriting administration services are provided to the special purpose reinsurers by other subsidiaries of the Company under service fee agreements negotiated at arm's-length, while investment advisory services are provided by New Ocean. During the three and nine months ended September 30, 2016, ceded premiums earned, ceded losses and loss expenses incurred, ceding commission income, and other fee income related to these retrocessional contracts were not material to the Company.
(d)    New Energy
On July 24, 2015, as described in Note 3(d), "Acquisitions and Disposals - New Energy Risk," the Company completed its acquisition of an additional 63.63% of the shares of New Energy for approximately $8.8 million, increasing its ownership of the entity to a majority portion of 94.79%. These shares are held within the XL Innovate Fund. A substantial portion of the additional shares were purchased directly from the family trusts of a Company employee, based on a market valuation of New Energy performed by an independent third party provider. The remaining 5.21% of equity shares of New Energy held by the family trusts of the employee were then contributed in-kind to XL Innovate Fund based on the share price implied by the independent valuation. Such contribution was made in partial satisfaction of the employee's aggregate 5.21% investment commitment to the Fund and resulted in XL Innovate Fund owning 100% of the net equity of New Energy, and the family trusts of the employee owning a 5.21% non-controlling equity interest in XL Innovate Fund. The employee serves as a member of the board of directors of both New Energy and XL Innovate Fund, and maintains responsibility over the business generated by New Energy. There were no other material transactions between the Company and this employee for the three and nine months ended September 30, 2016.
12. Variable Interest Entities
At times, the Company has utilized variable interest entities ("VIEs") both indirectly and directly in the ordinary course of the Company's business. Within its investment portfolio, the Company has holdings in hedge funds, private equity and other investment vehicles. A number of these vehicles are considered VIEs based on their legal form and the generally passive role of their investors.  As the Company lacks the ability to control the activities which most significantly impact the economic

43



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

performance of these VIEs, the Company is not considered the primary beneficiary and does not consolidate these entities. The activities of the entities are generally limited to holding investments. The exposure to loss from these investments is limited to the carrying value of the investments at the balance sheet date.
During the third quarter of 2013, the Company, along with other investors, formed New Ocean to act as an investment manager focused on providing third-party investors access to insurance-linked securities and other insurance and reinsurance capital markets products. The Company holds a majority voting interest in New Ocean through its ownership of common shares and, accordingly, the financial statements of New Ocean have been included in the consolidated financial statements of the Company. None of the assets, liabilities, revenues or net income of New Ocean were material to the Company during the three and nine months ended September 30, 2016. The equity interest attributable to third party investors in New Ocean recorded in the Company’s Unaudited Consolidated Balance Sheets as "Non-controlling interest in equity of consolidated subsidiaries" was $0.3 million and $0.4 million as of September 30, 2016 and December 31, 2015, respectively.
During the fourth quarter of 2013, the Company, along with other investors, invested in a new Bermuda-based company, New Ocean Focus Cat Fund Ltd. ("New Ocean FCFL"), which is considered a VIE under GAAP. During the second quarter of 2014, the Company formed another new Bermuda-based investment company, New Ocean Market Value Cat Fund, Ltd. ("New Ocean MVCFL"), which is also considered a VIE under GAAP. New Ocean MVCFL primarily invests in insurance-linked securities, with a current focus on catastrophe bonds.
During the year ended December 31, 2014, New Ocean FCFL invested in a special purpose Bermuda reinsurer, Vector Reinsurance Ltd ("Vector Re"), formed for the purpose of underwriting collateralized excess of loss reinsurance with a focus on global property catastrophe risks. During the first quarter of 2015, New Ocean MVCFL also invested in Vector Re. Most of Vector Re’s current underwriting activity relates to reinsurance business assumed from the Company's subsidiaries. Underwriting administration and claims services are provided to Vector Re by the Company under service fee contracts, while investment advisory services are provided by New Ocean.
The Company currently holds majority equity interests, which are considered to be the controlling financial interests, in New Ocean FCFL and New Ocean MVCFL, and by extension, Vector Re. Accordingly, included in the consolidated financial statements of the Company are the total net assets of New Ocean FCFL, New Ocean MVCFL and Vector Re of $183.1 million and $175.8 million as of September 30, 2016 and December 31, 2015, respectively. The Company’s shares of revenue and net income in these VIEs were not material to the Company for the three and nine months ended September 30, 2016. All inter-company transactions between the Company's entities have been eliminated in consolidation. The equity interest attributable to third party investors in New Ocean FCFL, New Ocean MVCFL and Vector Re that was recorded in the Company’s Consolidated Balance Sheets as "Non-controlling interest in equity of consolidated subsidiaries" was $72.0 million and $70.5 million as of September 30, 2016 and December 31, 2015, respectively.
13. Computation of Earnings Per Common Share and Common Share Equivalent
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share amounts)
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Basic earnings per common share & common share equivalents outstanding:
Net income (loss) attributable to common shareholders
$
70,601

 
$
27,282

 
$
136,268

 
$
978,602

Weighted average common shares outstanding, in thousands - basic
273,660

 
301,867

 
282,442

 
282,506

Basic earnings per common share & common share equivalents outstanding
$
0.26

 
$
0.09

 
$
0.48

 
$
3.46

 
 
 
 
 
 
 
 
Diluted earnings per common share & common share equivalents outstanding:
Weighted average common shares outstanding - basic
273,660

 
301,867

 
282,442

 
282,506

Impact of share-based compensation
3,434

 
5,087

 
3,683

 
4,967

Weighted average common shares outstanding - diluted
277,094

 
306,954

 
286,125

 
287,473

Diluted earnings per common share & common share equivalents outstanding
$
0.25

 
$
0.09

 
$
0.48

 
$
3.40

Dividends per common share
$
0.20

 
$
0.20

 
$
0.60

 
$
0.52

For the three months ended September 30, 2016 and 2015, and for the nine months ended September 30, 2016 and 2015, common shares available for issuance under share-based compensation plans of 7.8 million and 2.6 million, respectively, and

44



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7.3 million and 2.4 million, respectively, were not included in the calculation of diluted earnings per common share because the assumed exercise or issuance of such shares would be anti-dilutive.
14. Commitments and Contingencies
(a) Financial Guarantee Exposures
The Company's outstanding financial guarantee contracts as of September 30, 2016 provide credit support for a variety of collateral types with the exposures comprised of an aggregate amount of $80.8 million notional financial guarantee on two notes backed by zero coupon long-dated bonds and bank perpetual securities, including some issued by European financial institutions. As of September 30, 2016 and December 31, 2015, the total gross claim liability recorded was nil and the contracts had a weighted average contractual term to maturity of 23.4 years and 24.2 years, respectively.
Surveillance procedures to track and monitor credit deteriorations in the insured financial obligations are performed by the primary obligors for each transaction on the Company's behalf. Information regarding the performance status and updated exposure values is provided to the Company on a quarterly basis and evaluated by management in recording claims reserves. As of September 30, 2016, there were no reported events of default on these obligations.
(b) Litigation
The Company and its subsidiaries are subject to litigation and arbitration in the normal course of business. These lawsuits and arbitrations principally involve claims on policies of insurance and contracts of reinsurance and are typical for the Company and for the property and casualty insurance and reinsurance industry in general. Such claims proceedings are considered in connection with the Company's loss and loss expense reserves. Reserves in varying amounts may or may not be established in respect of particular claims proceedings based on many factors, including the legal merits thereof. In addition to litigation relating to insurance and reinsurance claims, the Company and its subsidiaries are subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on insurance or reinsurance policies. This category of business litigation typically involves, among other things, allegations of underwriting errors or misconduct, employment claims, regulatory activity, shareholder disputes or disputes arising from business ventures. The status of these legal actions is actively monitored by management.
Legal actions are subject to inherent uncertainties, and future events could change management's assessment of the probability or estimated amount of potential losses from pending or threatened legal actions. Based on available information, it is the opinion of management that the ultimate resolution of pending or threatened legal actions other than claims proceedings, both individually and in the aggregate, will not result in losses having a material adverse effect on the Company's financial position or liquidity as of September 30, 2016.
If management believes that, based on available information, it is at least reasonably possible that a material loss (or additional material loss in excess of any accrual) will be incurred in connection with any legal actions other than claims proceedings, the Company discloses an estimate of the possible loss or range of loss, either individually or in the aggregate, as appropriate, if such an estimate can be made, or discloses that an estimate cannot be made. Based on the Company's assessment as of September 30, 2016, no such disclosures were considered necessary.

45



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

15. Accumulated Other Comprehensive Income (Loss)
The changes in AOCI, net of tax, by component for the three and nine months ended September 30, 2016 and 2015 are as follows:
Three months ended September 30, 2016
(U.S. dollars in thousands)
Unrealized Gains (Losses) on Investments (1)
 
OTTI Losses Recognized in AOCI
 
Foreign Currency Translation Adjustments
 
Underfunded Pension Liability
 
Cash Flow Hedge
 
Total
Balance, beginning of period, net of tax
$
1,475,078

 
$
(53,383
)
 
$
10,401

 
$
(25,590
)
 
$
2,081

 
$
1,408,587

OCI before reclassifications
203,451

 

 
45,185

 
4,037

 

 
252,673

Amounts reclassified from AOCI
(150,482
)
 
1,497

 

 

 
(47
)
 
(149,032
)
Tax benefit (expense)
8,600

 
(36
)
 
(987
)
 

 

 
7,577

Net current period OCI - net of tax
61,569

 
1,461

 
44,198

 
4,037

 
(47
)
 
111,218

Balance, end of period, net of tax
$
1,536,647

 
$
(51,922
)
 
$
54,599

 
$
(21,553
)
 
$
2,034

 
$
1,519,805

 
 
 
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2015
(U.S. dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period, net of tax
$
1,168,964

 
$
(64,614
)
 
$
(9,508
)
 
$
(21,143
)
 
$
2,475

 
$
1,076,174

OCI before reclassifications
(4,334
)
 

 
(24,267
)
 
93

 

 
(28,508
)
Amounts reclassified from AOCI
(94,393
)
 
2,318

 

 

 
12

 
(92,063
)
Tax benefit (expense)
(2,213
)
 
(181
)
 
1,873

 

 

 
(521
)
Net current period OCI - net of tax
(100,940
)
 
2,137

 
(22,394
)
 
93

 
12

 
(121,092
)
Balance, end of period, net of tax
$
1,068,024

 
$
(62,477
)
 
$
(31,902
)
 
$
(21,050
)
 
$
2,487

 
$
955,082

 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2016
(U.S. dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period, net of tax
$
803,094

 
$
(57,502
)
 
$
(36,503
)
 
$
(24,641
)
 
$
2,168

 
$
686,616

OCI before reclassifications
1,171,094

 

 
101,687

 
3,088

 

 
1,275,869

Amounts reclassified from AOCI
(379,974
)
 
5,618

 

 

 
(134
)
 
(374,490
)
Tax benefit (expense)
(57,567
)
 
(38
)
 
(10,585
)
 

 

 
(68,190
)
Net current period OCI - net of tax
733,553

 
5,580

 
91,102

 
3,088

 
(134
)
 
833,189

Balance, end of period, net of tax
$
1,536,647

 
$
(51,922
)
 
$
54,599

 
$
(21,553
)
 
$
2,034

 
$
1,519,805

 
 
 
 
 
 
 
 
 
 
 
 
Nine months ended September 30, 2015
(U.S. dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period, net of tax
$
1,590,114

 
$
(76,047
)
 
$
(11,188
)
 
$
(20,789
)
 
$
2,368

 
$
1,484,458

OCI before reclassifications
(294,341
)
 

 
(28,225
)
 
(261
)
 

 
(322,827
)
Amounts reclassified from AOCI
(256,731
)
 
13,916

 

 

 
119

 
(242,696
)
Tax benefit (expense)
28,982

 
(346
)
 
7,511

 

 

 
36,147

Net current period OCI - net of tax
(522,090
)
 
13,570

 
(20,714
)
 
(261
)
 
119

 
(529,376
)
Balance, end of period, net of tax
$
1,068,024

 
$
(62,477
)
 
$
(31,902
)
 
$
(21,050
)
 
$
2,487

 
$
955,082

____________
(1)
For certain annuity contracts that are subject to the GreyCastle Life Retro Arrangements, policy benefit reserves were historically increased for the impact of changes in unrealized gains on investments supporting such contracts as if the gains had been realized, with a corresponding entry to other comprehensive income ("Shadow Adjustments"). Upon completion of the GreyCastle Life Retro Arrangements, no further Shadow Adjustments were recorded. As of December 31, 2015, the cumulative impact of the Shadow Adjustments was $274.4 million. During the nine months ended September 30, 2016, net movements of $(27.8) million were recorded, resulting in a total cumulative net impact of Shadow Adjustments on future policy benefit reserves of $246.6 million as of September 30, 2016.

46



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The reclassifications out of AOCI along with the associated income statement line items affected by component, and the total related tax (expense) benefit for the three and nine months ended September 30, 2016 and 2015 are as follows:
Gross Amount Reclassified From AOCI
Details About AOCI Components
(U.S. dollars in thousands)
Three months ended September 30, 2016
 
Three months ended September 30, 2015
 
Nine months ended September 30, 2016
 
Nine months ended September 30, 2015
 
Affected Line Item in the Statement of Income
Unrealized gains and losses on investments:
 
 
 
 
 
 
 
 
 
 
$
(150,661
)
 
$
(97,761
)
 
$
(407,106
)
 
$
(247,339
)
 
Net realized gains (losses) on investments sold and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
 
10,019

 
44,036

 
64,977

 
79,158

 
OTTI on investments
 
(5,309
)
 
(40,668
)
 
(33,314
)
 
(88,550
)
 
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
(4,531
)
 

 
(4,531
)
 

 
Income (loss) from investment fund affiliates
 
$
(150,482
)
 
$
(94,393
)
 
$
(379,974
)
 
$
(256,731
)
 
Total before tax
 
5,291

 
1,253

 
8,501

 
5,034

 
Provision (benefit) for income tax
 
$
(145,191
)
 
$
(93,140
)
 
$
(371,473
)
 
$
(251,697
)
 
Net of tax
OTTI losses recognized in OCI:
 
 
 
 
 
 
 
 
 
 
$
1,497

 
$
1,617

 
$
5,876

 
$
13,086

 
Net realized gains (losses) on investments sold
 

 
701

 
(258
)
 
830

 
OTTI on investments transferred to (from) OCI
 
$
1,497

 
$
2,318

 
$
5,618

 
$
13,916

 
Total before tax
 
(36
)
 
(10
)
 
(38
)
 
(25
)
 
Provision (benefit) for income tax
 
$
1,461

 
$
2,308

 
$
5,580

 
$
13,891

 
Net of tax
Gains and losses on cash flow hedges:
 
 
 
 
 
 
 
 
 
Interest rate contracts
$
(47
)
 
$
12

 
$
(134
)
 
$
119

 
Interest Expense
 

 

 

 

 
Provision (benefit) for income tax
 
$
(47
)
 
$
12

 
$
(134
)
 
$
119

 
Net of tax
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period, gross of tax
$
(149,032
)
 
$
(92,063
)
 
$
(374,490
)
 
$
(242,696
)
 
 
Tax benefit (expense)
5,255

 
1,243

 
8,463

 
5,009

 
 
Total reclassifications for the period, net of tax
$
(143,777
)
 
$
(90,820
)
 
$
(366,027
)
 
$
(237,687
)
 
 
16. Guarantor Financial Information
The following tables present condensed consolidating balance sheets as of September 30, 2016 and December 31, 2015, condensed consolidating statements of income and comprehensive income for the three and nine months ended September 30, 2016 and 2015 and condensed consolidating statements of cash flows for the nine months ended September 30, 2016 and 2015 for XL-Bermuda, XL-Cayman, a 100% owned subsidiary of XL-Bermuda, and XL-Bermuda's other subsidiaries (excluding XL-Ireland), which are all 100% directly or indirectly owned subsidiaries of XL-Cayman. For purposes of this disclosure, the 2016 results of XL-Ireland, which is currently in liquidation proceedings and whose assets are otherwise immaterial, have been included within the results of XL-Bermuda. See Note 1, "Basis of Preparation and Consolidation" for information regarding changes in the Company's organizational structure as a result of the Redomestication. For a discussion of debt instruments issued by XL-Cayman, see Note 10, "Notes Payable and Debt and Financing Arrangements."

47



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
September 30, 2016
Condensed Consolidating Balance Sheet
(U.S. dollars in thousands, except share data)
XL- Bermuda (1)
 
XL-Cayman
 
Other XL-Bermuda Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Bermuda Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 

Total investments available for sale
$

 
$
676,964

 
$
32,948,108

 
$

 
$
33,625,072

Total investments trading

 

 
1,633,051

 

 
1,633,051

Investments in affiliates

 

 
2,118,489

 

 
2,118,489

Other investments

 
897

 
1,260,041

 

 
1,260,938

Total investments
$

 
$
677,861

 
$
37,959,689

 
$

 
$
38,637,550

Cash and cash equivalents
12,875

 
14,495

 
3,365,907

 

 
3,393,277

Restricted cash

 

 
150,118

 

 
150,118

Investments in subsidiaries
11,791,273

 
14,923,541

 

 
(26,714,814
)
 

Accrued investment income
65

 
3,350

 
282,154

 
(65
)
 
285,504

Deferred acquisition costs and value of business acquired

 

 
989,733

 

 
989,733

Ceded unearned premiums

 

 
1,917,127

 

 
1,917,127

Premiums receivable

 

 
5,925,969

 

 
5,925,969

Reinsurance balances receivable

 

 
524,343

 

 
524,343

Unpaid losses and loss expenses recoverable

 

 
5,481,882

 

 
5,481,882

Receivable from investments sold

 

 
105,781

 

 
105,781

Goodwill and other intangible assets

 

 
2,234,071

 

 
2,234,071

Deferred tax asset

 

 
219,905

 

 
219,905

Amounts due from subsidiaries/parent

 
196,014

 
173,821

 
(369,835
)
 

Other assets
2,294

 
40,938

 
863,558

 

 
906,790

Total assets
$
11,806,507

 
$
15,856,199

 
$
60,194,058

 
$
(27,084,714
)
 
$
60,772,050

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 

Unpaid losses and loss expenses
$

 
$

 
$
26,170,383

 
$

 
$
26,170,383

Deposit liabilities

 

 
1,138,789

 

 
1,138,789

Future policy benefit reserves

 

 
3,721,451

 

 
3,721,451

Funds withheld on GreyCastle life retrocession arrangements

 

 
1,283,055

 

 
1,283,055

Unearned premiums

 

 
7,724,957

 

 
7,724,957

Notes payable and debt

 
2,647,000

 

 

 
2,647,000

Reinsurance balances payable

 

 
2,698,185

 

 
2,698,185

Payable for investments purchased

 

 
370,456

 

 
370,456

Deferred tax liability

 

 
108,996

 

 
108,996

Amounts due to subsidiaries/parent
173,821

 

 
196,014

 
(369,835
)
 

Other liabilities
20,520

 
73,426

 
1,221,952

 

 
1,315,898

Total liabilities
$
194,341

 
$
2,720,426

 
$
44,634,238

 
$
(369,835
)
 
$
47,179,170

 
 
 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 

Shareholders’ equity attributable to XL Group Ltd
$
11,612,166

 
$
11,791,273

 
$
14,923,541

 
$
(26,714,814
)
 
$
11,612,166

Non-controlling interest in equity of consolidated subsidiaries

 
1,344,500

 
636,279

 
(65
)
 
1,980,714

Total shareholders’ equity
$
11,612,166

 
$
13,135,773

 
$
15,559,820

 
$
(26,714,879
)
 
$
13,592,880

Total liabilities and shareholders’ equity
$
11,806,507

 
$
15,856,199

 
$
60,194,058

 
$
(27,084,714
)
 
$
60,772,050

____________
(1)
Results for the period include XL-Ireland, which prior to the Redomestication was the ultimate parent and is now in liquidation proceedings as outlined in Note 1, "Basis of Preparation and Consolidation." The Company expects the net assets of XL-Ireland to ultimately be distributed to XL-Bermuda upon completion of the liquidation.



48



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


 
December 31, 2015
Condensed Consolidating Balance Sheet
(U.S. dollars in thousands, except share data)
XL- Ireland
 
XL-Cayman
 
Other XL-Ireland Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Ireland Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 

Total investments available for sale
$

 
$
516,425

 
$
33,237,473

 
$

 
$
33,753,898

Total investments trading

 

 
1,296,029

 

 
1,296,029

Investments in affiliates

 

 
1,708,899

 

 
1,708,899

Other investments

 
877

 
1,432,180

 

 
1,433,057

Total investments
$

 
$
517,302

 
$
37,674,581

 
$

 
$
38,191,883

Cash and cash equivalents
11,557

 
369,997

 
2,874,682

 

 
3,256,236

Restricted cash

 

 
154,992

 

 
154,992

Investments in subsidiaries
11,648,673

 
15,836,651

 

 
(27,485,324
)
 

Accrued investment income

 
2,323

 
310,344

 

 
312,667

Deferred acquisition costs and value of business acquired

 

 
890,568

 

 
890,568

Ceded unearned premiums

 

 
1,821,793

 

 
1,821,793

Premiums receivable

 

 
4,712,493

 

 
4,712,493

Reinsurance balances receivable

 

 
418,666

 

 
418,666

Unpaid losses and loss expenses recoverable

 

 
5,262,706

 

 
5,262,706

Receivable from investments sold

 

 
231,158

 

 
231,158

Goodwill and other intangible assets

 

 
2,210,266

 

 
2,210,266

Deferred tax asset

 

 
282,311

 

 
282,311

Amounts due from subsidiaries/parent
33,417

 

 
1,054,177

 
(1,087,594
)
 

Other assets
2,748

 
44,570

 
889,881

 

 
937,199

Total assets
$
11,696,395

 
$
16,770,843

 
$
58,788,618

 
$
(28,572,918
)
 
$
58,682,938

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 

Unpaid losses and loss expenses
$

 
$

 
$
25,439,744

 
$

 
$
25,439,744

Deposit liabilities

 

 
1,168,376

 

 
1,168,376

Future policy benefit reserves

 

 
4,163,500

 

 
4,163,500

Funds withheld on GreyCastle life retrocession arrangements

 

 
914,629

 

 
914,629

Unearned premiums

 

 
7,043,358

 

 
7,043,358

Notes payable and debt

 
2,644,970

 

 

 
2,644,970

Reinsurance balances payable

 

 
2,117,727

 

 
2,117,727

Payable for investments purchased

 

 
130,060

 

 
130,060

Deferred tax liability

 

 
120,651

 

 
120,651

Amounts due to subsidiaries/parent

 
1,087,594

 

 
(1,087,594
)
 

Other liabilities
19,316

 
45,106

 
1,221,038

 

 
1,285,460

Total liabilities
$
19,316

 
$
3,777,670

 
$
42,319,083

 
$
(1,087,594
)
 
$
45,028,475

 
 
 
 
 
 
 
 
 
 
Shareholders’ Equity:
 
 
 
 
 
 
 
 
 

Shareholders’ equity attributable to XL Group plc
$
11,677,079

 
$
11,648,673

 
$
15,836,651

 
$
(27,485,324
)
 
$
11,677,079

Non-controlling interest in equity of consolidated subsidiaries

 
1,344,500

 
632,884

 

 
1,977,384

Total shareholders’ equity
$
11,677,079

 
$
12,993,173

 
$
16,469,535

 
$
(27,485,324
)
 
$
13,654,463

Total liabilities and shareholders’ equity
$
11,696,395

 
$
16,770,843

 
$
58,788,618

 
$
(28,572,918
)
 
$
58,682,938


49



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Three Months Ended September 30, 2016
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL- Bermuda (1)
 
XL-Cayman
 
Other XL-Bermuda Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Bermuda Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
2,434,037

 
$

 
$
2,434,037

Total net investment income
75

 
2,463

 
206,323

 
910

 
209,771

Total net realized gains (losses) on investments

 
370

 
143,257

 
49

 
143,676

Net realized and unrealized gains (losses) on derivative instruments

 

 
5,490

 

 
5,490

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(225,610
)
 

 
(225,610
)
Income (loss) from investment fund affiliates

 

 
12,156

 

 
12,156

Fee income and other

 

 
8,600

 

 
8,600

Total revenues
$
75

 
$
2,833

 
$
2,584,253

 
$
959

 
$
2,588,120

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
1,491,803

 
$

 
$
1,491,803

Claims and policy benefits

 

 
5,875

 

 
5,875

Acquisition costs

 

 
403,888

 

 
403,888

Operating expenses
19,979

 
5,625

 
482,854

 

 
508,458

Exchange (gains) losses
(180
)
 
32

 
(1,547
)
 

 
(1,695
)
Loss (Gain) on sale of subsidiary

 

 
(3,670
)
 

 
(3,670
)
Interest expense
10

 
35,320

 
14,115

 

 
49,445

Total expenses
$
19,809

 
$
40,977

 
$
2,393,318

 
$

 
$
2,454,104

Income (loss) before income tax and income (loss) from operating affiliates
$
(19,734
)
 
$
(38,144
)
 
$
190,935

 
$
959

 
$
134,016

Income (loss) from operating affiliates

 

 
12,410

 

 
12,410

Gain on sale of operating affiliate

 

 

 

 

Equity in net earnings (losses) of subsidiaries
90,335

 
164,390

 

 
(254,725
)
 

Provision (benefit) for income tax

 

 
17,749

 

 
17,749

Net income (loss)
$
70,601

 
$
126,246

 
$
185,596

 
$
(253,766
)
 
$
128,677

Non-controlling interests

 
35,911

 
22,240

 
(75
)
 
58,076

Net income (loss) attributable to common shareholders
$
70,601

 
$
90,335

 
$
163,356

 
$
(253,691
)
 
$
70,601

 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
181,819

 
$
201,553

 
$
274,574

 
$
(476,127
)
 
$
181,819

____________
(1)
Results for the period include XL-Ireland, which prior to the Redomestication was the ultimate parent and is now in liquidation proceedings as outlined in Note 1, "Basis of Preparation and Consolidation." The Company expects the net assets of XL-Ireland to ultimately be distributed to XL-Bermuda upon completion of the liquidation.


50



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Three Months Ended September 30, 2015
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL- Ireland
 
XL-Cayman
 
Other XL-Ireland Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Ireland Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
2,423,552

 
$

 
$
2,423,552

Total net investment income
20

 
2,522

 
222,006

 
598

 
225,146

Total net realized gains (losses) on investments

 
10,291

 
51,115

 
(9,999
)
 
51,407

Net realized and unrealized gains (losses) on derivative instruments

 

 
(7,903
)
 

 
(7,903
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(126,140
)
 

 
(126,140
)
Income (loss) from investment fund affiliates

 

 
(3,715
)
 

 
(3,715
)
Fee income and other

 

 
7,355

 

 
7,355

Total revenues
$
20

 
$
12,813

 
$
2,566,270

 
$
(9,401
)
 
$
2,569,702

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
1,464,285

 
$

 
$
1,464,285

Claims and policy benefits

 

 
22,579

 

 
22,579

Acquisition costs

 

 
409,173

 

 
409,173

Operating expenses
34,514

 
2,289

 
533,339

 

 
570,142

Exchange (gains) losses
(16
)
 
135

 
11,542

 

 
11,661

Interest expense
9

 
35,623

 
16,297

 

 
51,929

Total expenses
$
34,507

 
$
38,047

 
$
2,457,215

 
$

 
$
2,529,769

Income (loss) before income tax and income (loss) from operating affiliates
$
(34,487
)
 
$
(25,234
)
 
$
109,055

 
$
(9,401
)
 
$
39,933

Income (loss) from operating affiliates

 

 
8,196

 

 
8,196

Gain on sale of operating affiliate

 

 

 

 

Equity in net earnings (losses) of subsidiaries
61,769

 
122,593

 

 
(184,362
)
 

Provision (benefit) for income tax

 

 
(37,042
)
 

 
(37,042
)
Net income (loss)
$
27,282

 
$
97,359

 
$
154,293

 
$
(193,763
)
 
$
85,171

Non-controlling interests

 
35,590

 
22,319

 
(20
)
 
57,889

Net income (loss) attributable to common shareholders
$
27,282

 
$
61,769

 
$
131,974

 
$
(193,743
)
 
$
27,282

 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
(93,810
)
 
$
(59,323
)
 
$
10,882

 
$
48,441

 
$
(93,810
)

51



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2016
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL- Bermuda (1)
 
XL-Cayman
 
Other XL-Bermuda Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Bermuda Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
7,320,859

 
$

 
$
7,320,859

Total net investment income
251

 
7,344

 
621,554

 
1,896

 
631,045

Total net realized gains (losses) on investments

 
1,623

 
337,471

 
1,949

 
341,043

Net realized and unrealized gains (losses) on derivative instruments

 

 
2,774

 

 
2,774

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(691,432
)
 

 
(691,432
)
Income (loss) from investment fund affiliates

 

 
20,756

 

 
20,756

Fee income and other

 

 
27,724

 

 
27,724

Total revenues
$
251

 
$
8,967

 
$
7,639,706

 
$
3,845

 
$
7,652,769

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
4,506,674

 
$

 
$
4,506,674

Claims and policy benefits

 

 
16,294

 

 
16,294

Acquisition costs

 

 
1,227,675

 

 
1,227,675

Operating expenses
22,753

 
8,191

 
1,515,416

 

 
1,546,360

Exchange (gains) losses
(633
)
 
(140
)
 
(53,841
)
 

 
(54,614
)
Loss (Gain) on sale of subsidiary

 

 
(3,670
)
 

 
(3,670
)
Interest expense
(5
)
 
105,666

 
51,825

 

 
157,486

Total expenses
$
22,115

 
$
113,717

 
$
7,260,373

 
$

 
$
7,396,205

Income (loss) before income tax and income (loss) from operating affiliates
$
(21,864
)
 
$
(104,750
)
 
$
379,333

 
$
3,845

 
$
256,564

Income (loss) from operating affiliates

 

 
46,478

 

 
46,478

Gain on sale of operating affiliate

 

 

 

 

Equity in net earnings (losses) of subsidiaries
157,512

 
337,284

 

 
(494,796
)
 

Provision (benefit) for income tax
(620
)
 

 
43,131

 

 
42,511

Net income (loss)
$
136,268

 
$
232,534

 
$
382,680

 
$
(490,951
)
 
$
260,531

Non-controlling interests

 
75,022

 
49,492

 
(251
)
 
124,263

Net income (loss) attributable to common shareholders
$
136,268

 
$
157,512

 
$
333,188

 
$
(490,700
)
 
$
136,268

 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
969,457

 
$
990,701

 
$
1,166,377

 
$
(2,157,078
)
 
$
969,457

____________
(1)
Results for the period include XL-Ireland, which prior to the Redomestication was the ultimate parent and is now in liquidation proceedings as outlined in Note 1, "Basis of Preparation and Consolidation." The Company expects the net assets of XL-Ireland to ultimately be distributed to XL-Bermuda upon completion of the liquidation.


52



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2015
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL- Ireland
 
XL-Cayman
 
Other XL-Ireland Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Ireland Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
5,839,605

 
$

 
$
5,839,605

Total net investment income
154

 
8,222

 
645,776

 
2,711

 
656,863

Total net realized gains (losses) on investments

 
14,092

 
148,908

 
(8,735
)
 
154,265

Net realized and unrealized gains (losses) on derivative instruments

 
12,365

 
44,762

 

 
57,127

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(116,333
)
 

 
(116,333
)
Income (loss) from investment fund affiliates

 

 
62,991

 

 
62,991

Fee income and other

 

 
23,095

 

 
23,095

Total revenues
$
154

 
$
34,679

 
$
6,648,804

 
$
(6,024
)
 
$
6,677,613

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
3,385,307

 
$

 
$
3,385,307

Claims and policy benefits

 

 
64,047

 

 
64,047

Acquisition costs

 

 
904,486

 

 
904,486

Operating expenses
40,230

 
7,731

 
1,355,191

 

 
1,403,152

Exchange (gains) losses
(287
)
 
117

 
49,595

 

 
49,425

Interest expense
11

 
108,097

 
44,926

 

 
153,034

Total expenses
$
39,954

 
$
115,945

 
$
5,803,552

 
$

 
$
5,959,451

Income (loss) before income tax and income (loss) from operating affiliates
$
(39,800
)
 
$
(81,266
)
 
$
845,252

 
$
(6,024
)
 
$
718,162

Income (loss) from operating affiliates

 

 
40,326

 

 
40,326

Gain on sale of operating affiliate

 

 
340,407

 

 
340,407

Equity in net earnings (losses) of subsidiaries
1,018,186

 
1,173,783

 

 
(2,191,969
)
 

Provision (benefit) for income tax
(216
)
 
245

 
20,106

 

 
20,135

Net income (loss)
$
978,602

 
$
1,092,272

 
$
1,205,879

 
$
(2,197,993
)
 
$
1,078,760

Non-controlling interests

 
74,086

 
26,226

 
(154
)
 
100,158

Net income (loss) attributable to common shareholders
$
978,602

 
$
1,018,186

 
$
1,179,653

 
$
(2,197,839
)
 
$
978,602

 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
449,226

 
$
488,810

 
$
650,277

 
$
(1,139,087
)
 
$
449,226



53



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2016
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
XL- Bermuda (1)
 
XL-Cayman
 
Other XL-Bermuda Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Bermuda Consolidated
Cash flows provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
921,608

 
$
230,877

 
$
1,812,974

 
$
(2,315,848
)
 
$
649,611

Cash flows provided by (used in) investing activities:
 
 
 
 
 
 
 
 
 
Proceeds from sale of fixed maturities and short-term investments
$

 
$
300,452

 
$
9,864,257

 
$
(583,466
)
 
$
9,581,243

Proceeds from redemption of fixed maturities and short-term investments

 
65,881

 
2,944,277

 

 
3,010,158

Proceeds from sale of equity securities

 

 
411,330

 

 
411,330

Purchases of fixed maturities and short-term investments

 
(526,206
)
 
(11,614,305
)
 
583,466

 
(11,557,045
)
Purchases of equity securities

 

 
(611,086
)
 

 
(611,086
)
Proceeds from sale of affiliates

 

 
325,050

 

 
325,050

Purchases of affiliates

 

 
(556,548
)
 

 
(556,548
)
Purchase of subsidiaries, net of acquired cash

 

 
(92,893
)
 

 
(92,893
)
Proceeds from sale of subsidiary, net of cash sold

 

 
19,144

 

 
19,144

Returns of capital from subsidiaries
149,458

 
465,203

 

 
(614,661
)
 

Change in restricted cash

 

 
4,874

 

 
4,874

Other, net

 

 
193,392

 

 
193,392

Net cash provided by (used in) investing activities
$
149,458

 
$
305,330

 
$
887,492

 
$
(614,661
)
 
$
727,619

Cash flows provided by (used in) financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common shares and exercise of stock options
$
5,735

 
$

 
$

 
$

 
$
5,735

Buybacks of common shares
(906,137
)
 

 

 

 
(906,137
)
Dividends paid on common shares
(169,346
)
 
(700,063
)
 
(1,615,785
)
 
2,315,848

 
(169,346
)
Return of capital

 
(149,458
)
 
(465,203
)
 
614,661

 

Distributions to non-controlling interests

 
(42,188
)
 
(51,282
)
 

 
(93,470
)
Contributions from non-controlling interests

 

 
6,394

 

 
6,394

Repayment of debt

 

 
(8,248
)
 

 
(8,248
)
Deposit liabilities

 

 
(63,488
)
 

 
(63,488
)
Net cash provided by (used in) financing activities
$
(1,069,748
)
 
$
(891,709
)
 
$
(2,197,612
)
 
$
2,930,509

 
$
(1,228,560
)
Effects of exchange rate changes on foreign currency cash

 

 
(11,629
)
 

 
(11,629
)
Increase (decrease) in cash and cash equivalents
$
1,318

 
$
(355,502
)
 
$
491,225

 
$

 
$
137,041

Cash and cash equivalents – beginning of period
11,557

 
369,997

 
2,874,682

 

 
3,256,236

Cash and cash equivalents – end of period
$
12,875

 
$
14,495

 
$
3,365,907

 
$

 
$
3,393,277

____________
(1)
Results for the period include XL-Ireland, which prior to the Redomestication was the ultimate parent and is now in liquidation proceedings as outlined in Note 1, "Basis of Preparation and Consolidation." The Company expects the net assets of XL-Ireland to ultimately be distributed to XL-Bermuda upon completion of the liquidation.

54



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2015
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
XL- Ireland
 
XL-Cayman
 
Other XL-Ireland Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL-Ireland Consolidated
Cash flows provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
319,352

 
$
1,422,263

 
$
(959,067
)
 
$
(273,048
)
 
$
509,500

Cash flows provided by (used in) investing activities:
 
 
 
 
 
 
 
 
 
Proceeds from sale of fixed maturities and short-term investments
$

 
$
1,461,428

 
$
9,467,177

 
$
(359,897
)
 
$
10,568,708

Proceeds from redemption of fixed maturities and short-term investments

 
161,989

 
2,625,881

 

 
2,787,870

Proceeds from sale of equity securities

 

 
443,941

 

 
443,941

Purchases of fixed maturities and short-term investments

 
(1,174,294
)
 
(11,906,540
)
 
359,897

 
(12,720,937
)
Purchases of equity securities

 

 
(436,622
)
 

 
(436,622
)
Proceeds from sale of affiliates

 

 
724,382

 

 
724,382

Purchases of affiliates

 

 
(94,745
)
 

 
(94,745
)
Purchase of subsidiaries, net of acquired cash
(2,287,579
)
 
(2,317,699
)
 
1,267,564

 
2,317,699

 
(1,020,015
)
Proceeds from sale of subsidiary, net of cash sold
2,317,699

 

 

 
(2,317,699
)
 

Returns of capital from subsidiaries
65,037

 

 

 
(65,037
)
 

Change in restricted cash

 

 
(147,810
)
 

 
(147,810
)
Other, net

 

 
(138,168
)
 

 
(138,168
)
Net cash provided by (used in) investing activities
$
95,157

 
$
(1,868,576
)
 
$
1,805,060

 
$
(65,037
)
 
$
(33,396
)
Cash flows provided by (used in) financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common shares and exercise of stock options
$
7,904

 
$

 
$

 
$

 
$
7,904

Buybacks of common shares
(292,269
)
 

 

 

 
(292,269
)
Dividends paid on common shares
(149,030
)
 
(273,048
)
 

 
273,048

 
(149,030
)
Return of capital

 
(65,037
)
 

 
65,037

 

Distributions to non-controlling interests

 
(41,490
)
 
(39,151
)
 

 
(80,641
)
Contributions from non-controlling interests

 

 
10,292

 

 
10,292

Proceeds from issuance of debt

 
980,600

 

 

 
980,600

Net proceeds from affiliated notional cash pooling programs (1)

 
(43,293
)
 

 
43,293

 

Deposit liabilities

 

 
(79,944
)
 

 
(79,944
)
Net cash provided by (used in) financing activities
$
(433,395
)
 
$
557,732

 
$
(108,803
)
 
$
381,378

 
$
396,912

Effects of exchange rate changes on foreign currency cash

 

 
(54,760
)
 

 
(54,760
)
Increase (decrease) in cash and cash equivalents
$
(18,886
)
 
$
111,419

 
$
682,430

 
$
43,293

 
$
818,256

Cash and cash equivalents – beginning of period
22,443

 
86,263

 
2,456,401

 
(43,293
)
 
2,521,814

Cash and cash equivalents – end of period
$
3,557

 
$
197,682

 
$
3,138,831

 
$

 
$
3,340,070

____________
(1)
Net proceeds from affiliated notional cash pooling arrangements reflect the net impact of bank transfers to settle overdraft positions within the Company's multi-currency cash pool.
17. Subsequent Event
Hurricane Matthew occurred in early October 2016. Given its recent occurrence, available information is only sufficient to provide a range of the potential impact. Based on information currently available, the Company's preliminary loss estimate related to this event is between $100 million and $200 million. The impact of this event will be reflected in the Company's fourth quarter 2016 results.

55



ITEM 2.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is a discussion of our financial condition, liquidity and results of operations. Certain aspects of our business have loss experience characterized as low frequency and high severity. This may result in volatility from period to period in both the Company's and an individual segment's results of operations and financial condition. On July 25, 2016, XL Group plc, an Irish public limited company ("XL-Ireland"), and XL Group Ltd, a Bermuda exempted company ("XL-Bermuda"), completed a scheme of arrangement under Irish law that effected a transaction (the "Redomestication") that resulted in the shareholders of XL-Ireland becoming shareholders of XL-Bermuda and XL-Ireland becoming a subsidiary of XL-Bermuda. See Item 1, Note 1, "Basis of Preparation and Consolidation" to the Unaudited Consolidated Financial Statements included herein. Prior to July 25, 2016, unless the context otherwise indicates, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to the “Company,” "we," "us," or "our" are to XL-Ireland and its consolidated subsidiaries. On and subsequent to July 25, 2016, unless the context otherwise indicates, references to the "Company," "we," "us," or "our" are to XL-Bermuda and its consolidated subsidiaries.
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" contains forward-looking statements that involve inherent risks and uncertainties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based upon current plans, estimates and expectations. Actual results may differ materially from those projected in such forward-looking statements and, therefore, undue reliance should not be placed on them. See "Cautionary Note Regarding Forward-Looking Statements" for a list of additional factors that could cause actual results to differ materially from those contained in any forward-looking statement, Part II, Item 1A, "Risk Factors" included herein, and our other documents on file with the SEC, including Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2015.
This discussion and analysis should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited Consolidated Financial Statements and Notes thereto reported in Items 7 and 8, respectively, of our Annual Report on Form 10-K for the year ended December 31, 2015.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 ("PSLRA") provides a "safe harbor" for forward-looking statements. Any prospectus, prospectus supplement, Annual Report to common shareholders, proxy statement, Form 10-K, Form 10-Q, Form 8-K or any other written or oral statements made by us or on our behalf may include forward-looking statements that reflect our current views with respect to future events and financial performance. Such statements include forward-looking statements both with respect to us in general, and to the insurance and reinsurance sectors in particular (both as to underwriting and investment matters). Statements that include the words "expect," "estimate," "intend," "plan," "believe," "project," "anticipate," "may," "could," or "would" and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the PSLRA or otherwise.
All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to, the following:
the continuation of downward trends in rates for property and casualty insurance and reinsurance;
changes in the size of our claims relating to unpredictable natural or man-made catastrophe losses, such as hurricanes, typhoons, floods, nuclear accidents or terrorism, due to the preliminary nature of some reports and estimates of loss and damage to date;
changes in the number of insureds and ceding companies impacted or the ultimate number and value of individual claims related to 2016 natural catastrophe events due to the preliminary nature of reports and estimates of loss and damage to date;
changes in the amount or type of business that we write, whether due to our actions, changes in market conditions or other factors, and the amount of premium attributable to those businesses;
the availability, cost or quality of ceded reinsurance, and the timely and full recoverability of such reinsurance, or other amounts due to us, or changes to our projections relating to such recoverables;
actual loss experience from insured or reinsured events and the timing of claims payments being faster or the receipt of reinsurance recoverables being slower than we anticipated;
increased competition on the basis of pricing, capacity, coverage terms or other factors, such as the increased inflow of third-party capital into reinsurance markets, which could harm our ability to maintain or increase our business volumes or profitability;

56



greater frequency or severity of claims and loss activity than our underwriting, reserving or investment practices anticipate based on historical experience or industry data;
the impact of changes in the global financial markets, such as the effects of inflation on our business including on pricing and reserving, changes in interest rates, credit spreads and foreign currency exchange rates and future volatility in the world's credit, financial and capital markets that adversely affect the performance and valuation of our investments, future financing activities and access to such markets, our ability to pay claims or our general financial condition;
our ability to successfully implement our business strategy;
our ability to successfully attract and raise additional third party capital for existing or new investment vehicles;
changes in credit ratings or rating agency policies or practices, which could trigger cancellation provisions in our assumed reinsurance agreements or impact the availability of our credit facilities;
the potential for changes to methodologies, estimations and assumptions that underlie the valuation of our financial instruments, that could result in changes to investment valuations;
changes to our assessment as to whether it is more likely than not that we will be required to sell, or have the intent to sell, available-for-sale ("AFS") fixed maturity securities before their anticipated recovery;
unanticipated constraints on our liquidity, including the availability of borrowings and letters of credit under our credit facilities, that may inhibit our ability to support our operations, including our ability to underwrite policies and pay claims;
the ability of our subsidiaries to pay dividends to XL-Bermuda, XLIT Ltd. ("XL-Cayman") and Catlin Insurance Company Ltd;
changes in regulators or regulations applicable to our brokers or customers or to us, such as changes in regulatory capital balances that our operating subsidiaries must maintain;
the effects of business disruption, economic contraction or economic sanctions due to unpredictable global political and social conditions such as war, terrorism or other hostilities, cyber-attacks, or pandemics;
the actual amount of new and renewal business and acceptance of our products and services, including new products and services and the materialization of risks related to such products and services;
changes in the distribution or placement of risks due to increased consolidation of insurance and reinsurance brokers;
bankruptcies or other financial concerns of companies insofar as they affect P&C insurance and reinsurance coverages or claims that we may have as a counterparty;
the loss of key personnel;
the effects of mergers, acquisitions and divestitures, including our ability to modify our internal control over financial reporting, changes to our risk appetite and our ability to realize the strategic value or financial benefits expected, in each case, as a result of such transactions;
changes in general economic conditions, including the political, monetary, economic and operational impacts of the "Brexit" referendum held on June 23, 2016 in which the U.K. electorate voted to withdraw from the E.U., new or continued sovereign debt concerns in Euro-Zone countries or emerging markets such as Brazil or China, or governmental actions for the purpose of stabilizing financial markets;
changes in applicable tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof;
judicial decisions and rulings, new theories of liability or emerging claims coverage issues, legal tactics and settlement terms;
the effects of climate change (such as changes to weather patterns, sea levels or temperatures) on our business, which our modeling or risk management practices may not adequately address due to the uncertain nature of climate change; and
the other factors set forth in Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2015 and our other documents on file with the SEC.
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 herein or elsewhere. We undertake no obligation to update publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.
EXECUTIVE OVERVIEW
See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview" included in Item 7 of our Annual Report on Form 10-K filed for the year ended December 31, 2015.

57



RESULTS OF OPERATIONS AND KEY FINANCIAL MEASURES
The following table presents an analysis of our net income (loss) attributable to common shareholders and other financial measures management considers important in evaluating our operating performance for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands, except ratios and per share amounts)
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
Net income (loss) attributable to common shareholders
$
70,601

 
$
27,282

 
158.8
 %
 
$
136,268

 
$
978,602

 
(86.1
)%
Earnings (loss) per common share – basic
$
0.26

 
$
0.09

 
188.9
 %
 
$
0.48

 
$
3.46

 
(86.1
)%
Earnings (loss) per common share – diluted
$
0.25

 
$
0.09

 
177.8
 %
 
$
0.48

 
$
3.40

 
(85.9
)%
Weighted average number of common shares and common share equivalents, in thousands – basic
273,660

 
301,867

 
(9.3
)%
 
282,442

 
282,506

 
 %
Weighted average number of common shares and common share equivalents, in thousands – diluted
277,094

 
306,954

 
(9.7
)%
 
286,125

 
287,473

 
(0.5
)%
Underwriting profit (loss) - P&C operations
$
166,851

 
$
114,118

 
46.2
 %
 
$
444,233

 
$
469,733

 
(5.4
)%
Combined ratio - P&C operations
93.1
%
 
95.3
%
 
(2.2)pts

 
93.9
%
 
91.9
%
 
2.0pts

Net investment income - P&C operations (1)
$
162,707

 
$
168,306

 
(3.3
)%
 
$
487,217

 
$
481,699

 
1.1
 %
Operating net income (2)
$
122,454

 
$
70,792

 
73.0
 %
 
$
332,289

 
$
510,965

 
(35.0
)%
Operating net income per common share (2)
$
0.44

 
$
0.23

 
$
0.21

 
$
1.16

 
$
1.78

 
$
(0.62
)
Annualized return on average common shareholders’ equity (2)
2.4
%
 
0.9
%
 
1.5pts

 
1.6
%
 
11.9
%
 
(10.3)pts

Annualized operating return on average common shareholders’ equity (2)
4.2
%
 
2.3
%
 
1.9pts

 
3.8
%
 
6.2
%
 
(2.4)pts

Annualized operating return on average common shareholders’ equity excluding unrealized gains and losses on investments (2)
4.8
%
 
2.6
%
 
2.2pts

 
4.2
%
 
7.0
%
 
(2.8)pts

Annualized operating return on common shareholders' equity excluding integration costs (2)
5.8
%
 
3.9
%
 
1.9pts

 
5.5
%
 
7.1
%
 
(1.6)pts

Annualized operating return on common shareholders' equity excluding integration costs and unrealized gains and losses on investments (2)
6.6
%
 
4.3
%
 
2.3pts

 
6.1
%
 
8.0
%
 
(1.9)pts

 
 

 
 

 
 
 
 

 
 

 
 
(U.S. dollars)
September 30, 2016
 
June 30, 2016
 
Change
(Three Months)
 
September 30, 2016
 
December 31, 2015
 
Change
(Nine Months)
Book value per common share
$
42.94

 
$
42.22

 
$
0.72

 
$
42.94

 
$
39.61

 
$
3.33

Fully diluted tangible book value per common share (2)
$
34.22

 
$
33.79

 
$
0.43

 
$
34.22

 
$
31.52

 
$
2.70

____________
(1)
Net investment income - P&C operations includes all net investment income related to the net results from structured products and excludes all net investment income from the assets supporting the Life Funds Withheld Assets, as defined in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein.
(2)
Represents a non-GAAP financial measure as discussed further below. See "Reconciliation of Non-GAAP Measures" below.

58



The following are descriptions of these key financial measures and a brief discussion of the factors influencing them:
Net income (loss) attributable to common shareholders ("Net Income") and earnings per common share ("EPS")
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands, except ratios and per share amounts)
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
Net income
$
70,601

 
$
27,282

 
158.8
%
 
$
136,268

 
$
978,602

 
(86.1
)%
EPS - basic
$
0.26

 
$
0.09

 
188.9
%
 
$
0.48

 
$
3.46

 
(86.1
)%
EPS - diluted
$
0.25

 
$
0.09

 
177.8
%
 
$
0.48

 
$
3.40

 
(85.9
)%
Three months ended September 30, 2016 vs. 2015: The increases in our net income, basic EPS and diluted EPS for the three months ended September 30, 2016 as compared to the same period of 2015 were largely driven by a decrease in our operating expenses. This decrease can be attributed to integration synergies realized over the past year.
Nine months ended September 30, 2016 vs. 2015: The decreases in our net income, basic EPS and diluted EPS for the nine months ended September 30, 2016 were attributable to movements within our Life retrocession derivative, as discussed in Item 1, Note 7, "Derivative Instruments," to the unaudited consolidated financial statements included herein, as well as increased losses and loss expenses incurred, due to natural catastrophe activity, as noted in our discussion of "Combined Ratio" below, plus the gain on the sale of our operating affiliate, ARX, during the second quarter of 2015.
For further information on our catastrophe losses for the quarter, please see "Significant Items Affecting the Results of Operations" below. For further information on our combined ratio, see "Income Statement Analysis" below.
Underwriting profit – property and casualty insurance and reinsurance ("P&C") operations
One way that we evaluate the performance of our P&C operations is by underwriting profit or loss. We do not measure performance based on the amount of gross premiums written. Underwriting profit or loss is calculated from premiums earned less net losses incurred and expenses related to underwriting activities.
In the following discussion, as well as in the "Income Statement Analysis" section, the following ratios are used to explain the underwriting profit (loss) from our P&C operations:
The combined ratio related to the P&C operations is the sum of the loss and loss expense ratio and the underwriting expense ratio. A combined ratio under 100% represents an underwriting profit and over 100% represents an underwriting loss. In the P&C industry, the combined ratio is a widely used measure of underwriting profitability.
The loss and loss expense ratio related to the P&C operations is calculated by dividing the losses and loss expenses incurred by the net premiums earned for the Insurance and Reinsurance segments.
The underwriting expense ratio related to the P&C operations is the sum of acquisition costs and operating expenses for the Insurance and Reinsurance segments divided by net premiums earned for the Insurance and Reinsurance segments.
The acquisition expense ratio related to the P&C operations is calculated by dividing the acquisition costs incurred by the net premiums earned for the Insurance and Reinsurance segments.
The operating expense ratio related to the P&C operations is calculated by dividing the operating expenses incurred by the net premiums earned for the Insurance and Reinsurance segments.
Movements in our underwriting profit (loss) in the three and nine months ended September 30, 2016 and 2015 share similar characteristics and drivers with the Combined ratio, which is discussed below.

59



Combined ratio – P&C operations
The following table presents the ratios for our P&C operations for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ("loss") ratio
61.3
%
 
60.9
%
 
0.4

 
61.6
%
 
58.5
%
 
3.1

Acquisition expense ratio
16.6
%
 
16.8
%
 
(0.2
)
 
16.7
%
 
15.5
%
 
1.2

Operating expense ratio
15.2
%
 
17.6
%
 
(2.4
)
 
15.6
%
 
17.9
%
 
(2.3
)
Underwriting expense ratio
31.8
%
 
34.4
%
 
(2.6
)
 
32.3
%
 
33.4
%
 
(1.1
)
Combined ratio
93.1
%
 
95.3
%
 
(2.2
)
 
93.9
%
 
91.9
%
 
2.0

Three months ended September 30, 2016 vs. 2015: The 2.2 percentage point decrease in our combined ratio was mainly due to integration synergies realized within operating expense.
Nine months ended September 30, 2016 vs. 2015: The 2.0 percentage point increase in our combined ratio was the result of the increase of 3.1 percentage points in the loss ratio, due to increased catastrophe activity, plus the acquisition expense ratio increase of 1.2 percentage points, which was mainly driven by increases in commissions expense in the Insurance segment. These increases were partially offset by integration synergies realized in operating expense.
For further information on our catastrophe losses for the quarter, please see "Significant Items Affecting the Results of Operations" below. For further information on our combined ratio, see "Income Statement Analysis" below.
Net investment income - P&C Operations
Net investment income - P&C operations, which includes interest and dividend income together with the amortization of premium and discount on fixed maturities and short-term investments, net of related investment expenses, is an important measure that affects our overall profitability. Our largest liability relates to our unpaid loss reserves, and our investment portfolio provides liquidity for claims settlements of these reserves as they become due. As a result, a significant part of the investment portfolio is invested in fixed income securities. Net investment income is influenced by a number of factors, including the amounts and timing of inward and outward cash flows, the level of interest rates and credit spreads, foreign exchange rates and changes in overall asset allocation. See the segment results under "Investment Activities" below for a discussion of our net investment income for the three and nine months ended September 30, 2016.
Operating net income and Operating net income per common share
Operating net income is a non-GAAP financial measure defined as net income (loss) attributable to common shareholders excluding: (1) our net investment income - Life Funds Withheld Assets, as defined in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein, (2) our net realized (gains) losses on investments sold - excluding Life Funds Withheld Assets, (3) our net realized (gains) losses on investments sold (including OTTI) and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets, (4) our net realized and unrealized (gains) losses on derivatives, (5) our net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets, (6) our share of items (2) and (4) for our insurance company affiliates for the periods presented, (7) our foreign exchange (gains) losses, (8) our expenses related to the Catlin acquisition, (9) our gain on the sale of our interest in our former operating affiliate, ARX Holding Corp. ("ARX"), (10) our gain on the sale of our wholly-owned subsidiary XL Life Insurance and Annuity Company ("XLLIAC"), and (11) a provision (benefit) for income tax on items excluded from operating income.
Although the investment of premiums to generate income (or loss) and realize capital gains (or losses) is an integral part of our operations, the determination to realize capital gains (or losses) is independent of the underwriting process. In addition, under applicable GAAP accounting requirements, losses can be created as the result of other than temporary declines in value and from goodwill impairment charges without actual realization. In this regard, certain users of our financial information, including certain rating agencies, evaluate earnings before tax and capital gains to understand the profitability of the operational sources of income without the effects of these two variables. Furthermore, these users believe that, for many companies, the timing of the realization of capital gains and the recognition of goodwill impairment charges are largely a function of economic and interest rate conditions.
Net realized and unrealized (gains) losses on derivatives include all derivatives entered into by the Company other than certain credit derivatives and the life retrocession embedded derivative. With respect to credit derivatives, because the Company and its insurance company operating affiliates generally hold financial guaranty contracts written in credit default derivative form to maturity, the net effects of the changes in fair value of these credit derivatives are excluded (similar with other companies’ treatment of such contracts), as the changes in fair value each quarter are not indicative of underlying business performance.

60



Net investment income - Life Funds Withheld Assets, and net realized (gains) losses on the life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets, have been excluded because, as a result of the GreyCastle Life Retro Arrangement, XL no longer shares in the risks and rewards of the underlying performance of the Life Funds Withheld Assets that support these retrocession arrangements. The returns on the Life Funds Withheld Assets are passed directly to the reinsurer pursuant to a contractual arrangement that is accounted for as a derivative. Therefore, net investment income from the Life Funds Withheld Assets and changes in the fair value of the embedded derivative associated with these GreyCastle Life Retro Arrangements are not relevant to our underlying business performance.
Foreign exchange (gains) losses in the income statement are only one element of the overall impact of foreign exchange fluctuations on XL’s financial position and are not representative of any economic gain or loss made by the Company. Accordingly, it is not a relevant indicator of financial performance and it is excluded.
In summary, we evaluate the performance of and manage our business to produce an underwriting profit. In addition to presenting net income (loss), we believe that showing operating net income (loss) enables investors and other users of our financial information to analyze our performance in a manner similar to how we analyze our performance. In this regard, we believe that providing only a GAAP presentation of net income (loss) would make it more difficult for users of our financial information to evaluate our underlying business, particularly given that our GAAP results reflect the returns of the Life Funds Withheld Assets. We also believe that equity analysts and certain rating agencies that follow us (and the insurance industry as a whole) exclude these items from their analyses for the same reasons, and they request that we provide this non-GAAP financial information on a regular basis. A reconciliation of our net income (loss) attributable to common shareholders to operating net income (loss) is provided at "Reconciliation of Non-GAAP Measures" below.
Operating net income per common share is calculated by dividing non-GAAP operating net income by the weighted average number of common shares and common share equivalents outstanding for each period combined with the impact from dilution of share-based compensation and certain conversion features where dilutive.
Annualized return on average common shareholders' equity ("ROE")
ROE is another financial measure that we consider important in evaluating our operating performance and view as a key measure of return generated for common shareholders. ROE is calculated by dividing the annualized net income (loss) attributable to common shareholders for any period by the average of the opening and closing shareholders' equity attributable to XL-Bermuda. We establish minimum target ROEs for our total operations, segments and lines of business. If our minimum ROE targets over the longer term are not met with respect to any line of business, we seek to modify and/or exit this line. In addition, among other factors, compensation of our senior officers is dependent on the achievement of our performance goals to enhance common shareholder value as measured by ROE (adjusted for certain items considered to be "non-operating" in nature).
The following table presents our ROE for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
ROE
2.4
%
 
0.9
%
 
1.5pts
 
1.6
%
 
11.9
%
 
(10.3)pts

Three months ended September 30, 2016 vs. 2015: The increase in our ROE for the three months ended September 30, 2016 as compared to the same period of 2015 was mainly due to an increase in net income, as discussed above.
Nine months ended September 30, 2016 vs. 2015: The decrease in our ROE for the nine months ended September 30, 2016 as compared to the same period of 2015 was mainly due to a decrease in net income, as discussed above.

61



Annualized operating return on average common shareholders’ equity ("Operating ROE")
Operating ROE is another non-GAAP financial measure that we consider important in evaluating our operating performance. Operating ROE is a widely used measure of any company's profitability that is calculated by dividing non-GAAP annualized operating net income for any period by the average of the opening and closing common shareholders' equity.
The following table presents our Operating ROE for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
Operating ROE
4.2
%
 
2.3
%
 
1.9pts
 
3.8
%
 
6.2
%
 
(2.4)pts

Three months ended September 30, 2016 vs. 2015: The increase in our Operating ROE for the three months ended September 30, 2016 as compared to the same period of 2015 was mainly due to an increase in net income, as discussed above.
Nine months ended September 30, 2016 vs. 2015: The decrease in our Operating ROE for the nine months ended September 30, 2016 compared to the same period of 2015 resulted from increased losses and loss expenses incurred, due to natural catastrophe activity, as noted in our discussion of "Combined Ratio" above.
A reconciliation of Net income (loss) attributable to common shareholders to operating net income (loss) is provided under "Reconciliation of Non-GAAP Measures" below.
Other Operating ROE measures
Annualized operating return on average common shareholders' equity excluding unrealized gains and losses on investments ("Operating ROE ex-UGL") is an additional measure of our profitability that eliminates the impacts of mark to market fluctuations on our investment portfolio that have not been realized through sales, which we believe provides a more consistent measure of our performance. Operating ROE ex-UGL is derived by dividing annualized non-GAAP operating net income for any period by the average of the opening and closing common shareholders' equity excluding unrealized gains and losses on investments.
Annualized operating return on average common shareholders' equity excluding integration costs ("Operating ROE ex-integration") is an additional measure of our profitability that eliminates the impacts of temporary integration costs related to the Catlin Acquisition. Operating ROE ex-integration is derived by dividing non-GAAP operating net income excluding integration costs for any period by the average of the opening and closing common shareholders' equity.
Annualized operating return on average common shareholders' equity excluding integration costs and unrealized gains ("Operating ROE ex-integration and UGL") is an additional measure of our profitability that eliminates the impacts of mark to market fluctuations on our investment portfolio that have not been realized through sales, and distortions to our performance from temporary integration costs related to the Catlin Acquisition. Operating ROE ex-integration costs and UGL is derived by dividing annualized non-GAAP operating net income excluding integration costs for any period by the average of the opening and closing common shareholders' equity excluding unrealized gains and losses on investments.
Reconciliations of these measures and their components are provided under "Reconciliation of Non-GAAP Measures" below.
The following table presents our other Operating ROE measures for the three and nine months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
 
2016
 
2015
 
2016 to 2015
Operating ROE ex-UGL
4.8
%
 
2.6
%
 
2.2pts
 
4.2
%
 
7.0
%
 
(2.8)pts

Operating ROE ex-integration costs
5.8
%
 
3.9
%
 
1.9pts
 
5.5
%
 
7.1
%
 
(1.6)pts

Operating ROE ex-integration costs and UGL
6.6
%
 
4.3
%
 
2.3pts
 
6.1
%
 
8.0
%
 
(1.9)pts

Three months ended September 30, 2016 vs. 2015: The increase in these measures was mainly the result of the drivers discussed above as part of Operating ROE.
Nine months ended September 30, 2016 vs. 2015: The decrease in these measures was mainly the result of the drivers discussed above as part of Operating ROE.

62



Book value per common share
We view the change in our book value per common share as an additional measure of our performance, representing the value generated for our common shareholders each period, and we believe that this measure (along with the diluted measures described below) is a key driver of our share price over time. Book value per common share is calculated by dividing common shareholders' equity (total shareholders' equity less non-controlling interest in equity of consolidated subsidiaries) by the number of outstanding common shares at the applicable period end. Book value per common share is affected primarily by net income (loss), by any changes in the net unrealized gains and losses on our investment portfolio, by currency translation adjustments and by the impact of any share buyback or issuance activity. Common shares outstanding include all common shares issued and outstanding (as disclosed on the face of the balance sheets) as well as all director share units outstanding.
The following table presents our book value per common share as of the dates indicated below:
(U.S. dollars)
September 30, 2016
 
June 30, 2016
 
Change
(Three Months)
 
December 31, 2015
 
Change
(Nine Months)
Book value per common share
$
42.94

 
$
42.22

 
$
0.72

 
$
39.61

 
$
3.33

Three months ended September 30, 2016: The increase in our book value per common share for the three months ended September 30, 2016 was mainly due to decreases in the number of outstanding shares, which is the result of share buyback activity in the period.
Nine months ended September 30, 2016: The increase in our book value per common share was due to a decrease in the number of common shares outstanding resulting from share buyback activity as well as increases in net income and net unrealized gains on investments, partially offset by payment of dividends.
Fully diluted tangible book value per common share
Fully diluted tangible book value per common share is a non-GAAP financial measure and is calculated by dividing common shareholders' equity excluding intangible assets (as disclosed on the face of the balance sheets) by the number of outstanding common shares at the applicable period end combined with the impact from dilution of share-based compensation and certain conversion features where dilutive. Common shares outstanding include all common shares issued and outstanding (as disclosed on the face of the balance sheets) as well as all director share units outstanding.
The following table presents our fully diluted tangible book value per common share as of the dates indicated below:
(U.S. dollars)
September 30, 2016
 
June 30, 2016
 
Change
(Three Months)
 
December 31, 2015
 
Change
(Nine Months)
Fully diluted tangible book value per common share
$
34.22

 
$
33.79

 
$
0.43

 
$
31.52

 
$
2.70

Three months and nine months ended September 30, 2016: The increase in our fully diluted tangible book value per common share for the three and nine months ended September 30, 2016 was generally a result of the increase of our book value per common share as discussed above. Share buyback activity has less of an accretive benefit with respect to tangible book value per common share.

63



RECONCILIATION OF NON-GAAP MEASURES
The following is a reconciliation of net income (loss) attributable to common shareholders to operating net income (loss) and also includes the calculation of Operating ROE and Operating ROE ex-UGL for the three and nine months ended September 30, 2016 and 2015 and information about the outstanding shares and shareholders' equity, which are used in various of the non-GAAP measures:
(U.S. dollars in thousands, except ratios and per share amounts)
Three Months Ended
 
Nine Months Ended
September 30,
 
September 30,
2016
 
2015
 
2016
 
2015
Net income (loss) attributable to common shareholders
$
70,601

 
$
27,282

 
$
136,268

 
$
978,602

Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets (1)
225,610

 
126,140

 
691,432

 
116,333

Net realized (gains) losses on investments and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets
(85,281
)
 
(51,608
)
 
(271,596
)
 
(145,513
)
Net investment income - Life Funds Withheld Assets
(38,937
)
 
(46,586
)
 
(119,643
)
 
(143,869
)
Foreign exchange revaluation (gains) losses on and other income and expense items related to Life Funds Withheld Assets
(1,535
)
 
(8,633
)
 
(5,729
)
 
3,578

Net income (loss) attributable to common shareholders excluding Contribution from Life Retrocession Arrangements
$
170,458

 
$
46,595

 
$
430,732

 
$
809,131

Net realized (gains) losses and OTTI on investments - excluding Life Funds Withheld Assets
(58,395
)
 
201

 
(69,447
)
 
(8,752
)
Net realized and unrealized (gains) losses on derivatives
(5,490
)
 
7,903

 
(2,774
)
 
(57,127
)
Net realized and unrealized (gains) losses on investments and derivatives related to the Company's insurance company affiliates

 
(14
)
 
2,231

 
1,239

Exchange (gains) losses
(160
)
 
20,294

 
(48,885
)
 
45,847

Expenses related to Catlin acquisition

 
1,245

 

 
63,048

Loss (gain) on sale of subsidiary
(3,670
)
 

 
(3,670
)
 

Gain on sale of operating affiliate

 

 

 
(340,407
)
Provision (benefit) for income tax on items excluded from operating income
19,711

 
(5,432
)
 
24,102

 
(2,014
)
Operating net income (loss)
$
122,454

 
$
70,792

 
$
332,289

 
$
510,965

Per common share results:
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
0.25

 
$
0.09

 
$
0.48

 
$
3.40

Operating net income (loss)
$
0.44

 
$
0.23

 
$
1.16

 
$
1.78

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
273,660

 
301,867

 
282,442

 
282,506

Diluted - For Net income per share
277,094

 
306,954

 
286,125

 
287,473

Diluted - For Operating net income per share
277,094

 
306,954

 
286,125

 
287,473

Return on common shareholders' equity:
 
 
 
 
 
 
 
Closing common shareholders' equity (at period end)
$
11,612,166

 
$
11,938,229

 
$
11,612,166

 
$
11,938,229

Unrealized (gain) loss on investments
$
(1,484,725
)
 
$
(1,005,547
)
 
$
(1,484,725
)
 
$
(1,005,547
)
Average common shareholders' equity for the period excluding unrealized gains and losses on investments
$
10,195,467

 
$
11,037,815

 
$
10,529,464

 
$
9,726,183

Average common shareholders' equity for the period
$
11,648,677

 
$
12,092,764

 
$
11,644,623

 
$
10,985,990

Operating net income (loss)
$
122,454

 
$
70,792

 
$
332,289

 
$
510,965

Annualized operating net income (loss)
$
489,816

 
$
283,168

 
$
443,052

 
$
681,287

Annualized operating net income (loss) (excluding integration costs)
$
689,143

 
$
385,638

 
$
640,156

 
$
783,155

Annualized operating return on average common shareholders' equity
4.2
%
 
2.3
%
 
3.8
%
 
6.2
%
Annualized operating return on average common shareholders' equity excluding unrealized gains and losses on investments
4.8
%
 
2.6
%
 
4.2
%
 
7.0
%
Annualized operating return on average common shareholders' equity excluding integration costs
5.8
%
 
3.9
%
 
5.5
%
 
7.1
%
Annualized operating return on average common shareholders' equity excluding integration costs and unrealized gains and losses on investments
6.6
%
 
4.3
%
 
6.1
%
 
8.0
%
____________
(1)
Investment results for the Life Funds Withheld Assets - including interest income, unrealized gains and losses, and gains and losses from sales - are passed directly to the reinsurer pursuant to a contractual arrangement which is accounted for as a derivative. Changes in the fair value of the embedded derivative associated with the GreyCastle Life Retrocession Arrangements are reflected within "Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets" in the reconciliation.

64



SIGNIFICANT ITEMS AFFECTING THE RESULTS OF OPERATIONS
Our net income and other financial measures as shown above for the three and nine months ended September 30, 2016 have been affected by, among other things, the following significant items:
1)    The impact of significant large natural catastrophe losses;
2)     The current underwriting environment; and
3)    Market movement impacts on our investment portfolio.
1)     Natural Catastrophe Losses
We experienced a higher level of natural catastrophe losses in the nine months ended September 30, 2016, the largest being the wildfires around Fort McMurray, Alberta, Canada. Additionally, earthquakes in Japan and Ecuador, flooding in Louisiana and West Virginia, Typhoon Meranti in the Phillippines and a combination of other storms across Europe and the United States contributed to our catastrophe losses in the quarter.
The Company's loss estimates are based on its review of individual treaties and policies expected to be impacted, along with available client and industry data. These estimates involve the exercise of considerable judgment. Given that the facts are still developing, as well as the complexities of the nature of the events, there is considerable uncertainty associated with the loss estimates for these events and such estimates are, accordingly, subject to revision as additional information becomes available. Actual losses may differ materially from these estimates.
For the nine months ended September 30, 2016, our preliminary natural catastrophe loss estimates, net of anticipated reinsurance recoveries and reinstatement premiums are approximately $390 million, or 5.4 loss ratio points. Approximately 52% of these net losses were recognized in our Insurance Segment, and 48% were recognized in our Reinsurance Segment.
In addition, see Item 1, Note 17, "Subsequent Event," to the Unaudited Consolidated Financial Statements included herein for information on our preliminary loss estimate range pertaining to Hurricane Matthew.
2)     The Current Underwriting Environment
There can be no assurance that the following (re)insurance rate conditions or growth opportunities will be sustained or further materialize, or lead to improvements in our books of business. See "Cautionary Note Regarding Forward-Looking Statements."
Insurance
The headwinds that strengthened throughout 2015 continued largely unchanged during 2016, although rate decreases did decelerate across some lines. For the three months ended September 30, 2016, rates overall were down 1% compared to the corresponding prior year period. Our Casualty lines were up 1% driven by meaningful rate increases in E&S, environmental and U.S. programs, partially offset by moderate rate decreases in excess casualty lines. Our Specialty businesses were largely flat with improvements in our accident & health lines offset by continued competitive conditions in the aviation lines. Our Professional businesses were down 2%, and our Energy, Property & Construction ("EPC") businesses were down 5%, driven by reductions in the energy book of 7%. For nine months ended September 30, 2016, the trends were slightly worse as rates were off nearly 3% compared to the prior year period.
Gross premiums written in the quarter were down 2%, or $47 million on a reported basis compared to the prior year quarter, and when we normalize for foreign exchange, down less than 1%. However, when you also consider the portfolio "tuning" activities that started in 2015, where decisions were made to exit certain underperforming businesses, we saw growth in the 3% range for the nine months ended September 30, 2016 compared to the prior year period. See "Income Statement Analysis - Insurance," for further discussion of our premium movements.
The trading environment for our core lines of business remains competitive and we continue to focus on those lines of business that we believe provide the best return on capital, including the writing of selective new business, and remain committed to taking the underwriting actions necessary to improve our margins.
Reinsurance
For the three and nine months ended September 30, 2016, we found the underwriting environment to be challenging, but rate decreases continued to decelerate in most classes and regions. For the three months ended September 30, 2016, we experienced rate decreases of approximately 2% across the Reinsurance segment compared to the prior year period.
Despite these rate decreases, our top line grew 7% on a combined basis for the three months ended September 30, 2016 compared to the prior year period after adjusting for foreign exchange and reinstatement premiums, primarily due to new

65



business and share increases. Pricing was down approximately 2.5% for the segment for the nine months ended September 30, 2016 compared to the prior year period.
Our global catastrophe rates fell roughly 4% for the three months ended September 30, 2016 compared to the same period of 2015 and was 5% for the nine months ended September 30, 2016 compared to 8% for the same period of 2015. On the remainder of the property treaty portfolio, rates were also down 2.5%, while our casualty portfolio rates were essentially flat over the prior year three and nine month periods.
Despite continued difficult market conditions, the Reinsurance segment was able to generate an underwriting profit in the quarter by growing profitable business and finding new opportunities while maintaining underwriting discipline.
3)     Market Movement Impacts on Our Investment Portfolio (Excluding Life Funds Withheld Assets)
During the three months ended September 30, 2016, the positive mark to market change of $25.9 million on our AFS investments was primarily driven by an increase in equity markets, partially offset by an increase in U.S. interest rates. This represents an approximately 0.1% appreciation in the average fair market value of assets for the three months ended September 30, 2016.
The following table provides further detail regarding the movements in relevant credit and equity markets, as well as in government interest rates, using selected market indices during the three months ended September 30, 2016:
 
Interest Rate Movement
for the three months ended
September 30, 2016 (1)
(‘+’/‘-’ represents increases / decreases in interest rates)
 
Credit Spread Movement
for the three months ended
September 30, 2016 (2)
(‘+’/‘-’ represents widening / tightening of credit spreads)
 
Equity Market Price Movement
for the three months ended
September 30, 2016 (1)
(‘+’/‘-’ represents increases / decreases in common equity market benchmarks)
United States
+15 basis points (5 year Treasury)
 
-8 basis points (US Corporate A rated)
 
+4.79% (Global equity market)
 
 
 
-13 basis points (US Mortgage Master Index)
 
+3.31% (U.S. equity market)
United Kingdom
-13 basis points (5 year Gilt)
 
-30 basis points (UK Corporate, AA rated)
 
 
Euro-zone
-1 basis points (5 year Bund)
 
-12 basis points (Europe Corporate, A rated)
 
 
____________
(1)
Source: Bloomberg Finance L.P.
(2)
Source: Merrill Lynch Global Indices.
Net realized gains on investments in the three months ended September 30, 2016 totaled $58.4 million, including net realized gains of $68.4 million from sales of fixed maturities, partially offset by net realized losses of approximately $10.0 million related to OTTI charges on certain of the Company’s fixed income investments. For further analysis of this, see "Income Statement Analysis - Investment Activities" below.
During the nine months ended September 30, 2016, the positive mark to market change of $667.2 million on our AFS investments was primarily driven by falling interest rates in our major jurisdictions. This represents an approximately 1.9% appreciation in the average fair market value of investments for the nine months ended September 30, 2016.

66



The following table provides further detail regarding the movements in relevant credit and equity markets, as well as in government interest rates, using selected market indices during the nine months ended September 30, 2016:
 
Interest Rate Movement
for the nine months ended
September 30, 2016 (1)
(‘+’/‘-’ represents increases / decreases in interest rates)
 
Credit Spread Movement
for the nine months ended
September 30, 2016 (2)
(‘+’/‘-’ represents widening / tightening of credit spreads)
 
Equity Market Price Movement
for the nine months ended
September 30, 2016 (1)
(‘+’/‘-’ represents increases / decreases in common equity market benchmarks)
United States
-61 basis points (5 year Treasury)
 
-10 basis points (US Corporate A rated)
 
+4.78% (Global equity market)
 
 
 
-10 basis points (US Mortgage Master Index)
 
+6.08% (U.S. equity market)
United Kingdom
-112 basis points (5 year Gilt)
 
-14 basis points (UK Corporate, AA rated)
 
 
Euro-zone
-53 basis points (5 year Bund)
 
-5 basis points (Europe Corporate, A rated)
 
 
____________
(1)
Source: Bloomberg Finance L.P.
(2)
Source: Merrill Lynch Global Indices.
Net realized gains on investments in the nine months ended September 30, 2016 totaled $69.4 million, including net realized gains of $131.6 million from sales of fixed maturities partially offset by net realized losses of approximately $62.1 million related to OTTI charges on certain of the Company’s fixed income investments. For further analysis of this, see "Income Statement Analysis - Investment Activities" below.
OTHER KEY FOCUSES OF MANAGEMENT
We remain focused on, among other things, managing capital, enhancing enterprise risk management capabilities and monitoring regulatory change.  In addition, as a result of our acquisition of Catlin, we are focused on both successfully integrating our respective businesses, including culture, products, internal controls, procedures and systems, as well as capitalizing on the respective strengths and talents of both organizations.
Catlin Integration
We closed the acquisition of the entire issued share capital of Catlin (the "Catlin Acquisition") on May 1, 2015. Management has been highly focused on successfully integrating Catlin and realizing the anticipated synergies associated with this significant acquisition. Following the initial announcement of the proposed Catlin Acquisition, management developed a comprehensive integration plan that identified key areas of focus and action plans in anticipation of closing. Examples of this include the development of proposed operating models and leadership structures, talent management and system and process integration roadmaps for structural and organizational design changes. These efforts were further broken down into multiple work streams led by an integration steering committee and a project management team that includes colleagues from both organizations. Management, the integration steering committee and the project management team have continued to implement and refine this integration plan since the closing of the Catlin Acquisition. In line with this ongoing work, on October 26, 2016, we announced a realigned property and casualty (“P&C”) operating model.  The new P&C organizational structure will be effective on January 1, 2017 and will consist of four business groups within our two operating segments aligned principally to their patterns of distribution and client focus: Global Lines, International and North America groups in Insurance, with global Reinsurance comprising the fourth group.
Capital Management
The management of our capital is fundamental to our business model and our ability to underwrite business.
Buybacks of Shares
For a discussion of our share buyback activity, please see Item 1, Note 9, "Share Capital," to the unaudited consolidated financial statements included herein.

67



Risk Management
Our risk management and risk appetite framework is detailed in Item 1, "Business - Enterprise Risk Management," included in our Annual Report on Form 10-K for the year ended December 31, 2015. The table below shows our estimated per event net 1% and 0.4% exceedance probability exposures for certain peak natural catastrophe peril regions. These estimates assume that amounts due from reinsurance and retrocession purchases are 100% collectible. There may be credit or other disputes associated with these potential receivables.
 
 
 
 
 
1-in-100 Event
 
1-in-250 Event
Geographical Zone
(U.S. dollars in millions)
Peril
 
Measurement
Date
of In-Force
Exposures (1)
 
Probable
Maximum
Loss (2)
 
Percentage of
Adjusted Tangible
Capital at
September 30, 2016 (3)
 
Probable
Maximum
Loss (2)
 
Percentage of
Adjusted Tangible
Capital at
September 30, 2016 (3)
North Atlantic
Windstorm
 
July 1, 2016
 
$
1,741

 
15.5
%
 
$
2,810

 
24.9
%
North America
Earthquake
 
July 1, 2016
 
1,022

 
9.1
%
 
1,914

 
17.0
%
Europe
Windstorm
 
July 1, 2016
 
740

 
6.6
%
 
866

 
7.7
%
Japan
Earthquake
 
July 1, 2016
 
704

 
6.2
%
 
967

 
8.6
%
Japan
Windstorm
 
July 1, 2016
 
527

 
4.7
%
 
662

 
5.9
%
____________
(1)
Detailed analyses of aggregated in-force exposures and maximum loss levels are done periodically. The measurement dates represent the date of the last completed detailed analysis by geographical zone.
(2)
Probable maximum losses, which include secondary uncertainty that incorporates variability around the expected probable maximum loss for each event, do not represent our maximum potential exposures and are pre-tax.
(3)
Adjusted Tangible Capital, a non-GAAP measure, is defined as Total Shareholders’ Equity ($13.6 billion) plus (i) outstanding subordinated notes due 2025 ($493.1 million) and 2045 ($488.7 million) less (ii) Goodwill and Other Intangible Assets ($2.2 billion) and less (iii) Adjusted Accumulated Other Comprehensive Income ($1.1 billion), which is defined as Accumulated Other Comprehensive Income ($1.5 billion) plus Shadow Adjustments, as defined in Item 1, Note 15, "Accumulated Other Comprehensive Income (Loss)," to the Unaudited Consolidated Financial Statements included herein ($246.6 million) less gross unrealized gains resulting from Life Funds Withheld Assets ($693.2 million).
Regulatory Change
We continue to monitor and assess regulatory initiatives and legislation that impact us or in the future could impact us. We have focused closely on Solvency II, which became effective on January 1, 2016. This E.U. directive covers the supervision, capital adequacy and risk management of, and regulatory reporting for, E.U.-based (re)insurers. We also continue to monitor closely and assess relevant developments and proposals regarding national, regional and global capital standards that impact us or in the future could impact us.
Due to the Redomestication, the Bermuda Monetary Authority has informed us that it has made the final determination to be our group supervisor. The E.U. granted Solvency II equivalence to Bermuda’s regulatory regime in February 2016.
See "Business - Regulation," included in Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2015 for additional discussion of Solvency II. In addition, see "Brexit-Related Recent Developments" below for a discussion of the referendum held on June 23, 2016 in which the U.K. electorate voted that the U.K. should withdraw from the E.U. ("Brexit").
Brexit-Related Recent Developments
While Brexit did not materially affect our financial condition or results of operations for the nine months ended September 30, 2016, uncertainties related to the political, monetary, economic and legal impacts of Brexit caused significant financial market volatility. Such uncertainties are expected to continue to have meaningful repercussions in future periods, as it seems likely that the U.K. will not provide formal notice of its decision to exit the E.U. under article 50 of the Treaty on European Union (which starts a negotiation process, expected to last at least two years and which may last considerably longer, related to an agreement on the U.K.'s exit) until early 2017.
We continue to review our European legal entity structure to consider possible changes that may need to be made to preserve our E.U.-domiciled entities’ “passporting” regime. Passporting means that an E.U.-domiciled entity can provide insurance or reinsurance, as applicable, in another E.U. member state while only being regulated by the regulator in its country of domicile. Like the rest of the industry, our considerations are preliminary and at this point it is premature to make any structural determinations. However, at this early stage, we believe that we are well-positioned by virtue of the fact that our primary U.K.-domiciled insurance carrier is structured as a Societas Europea ("SE"), which we anticipate will provide some advantages by allowing us to move the legal entity to another E.U. country during the negotiation period without some of the complexities that would be otherwise involved for other entity structures. In addition, our primary reinsurance carrier is an Irish-domiciled SE.

68



Given that we also own the largest Lloyd’s of London ("Lloyd's") syndicate by premium, management is focused on Lloyd’s ability to successfully negotiate its post-Brexit relationship with the E.U. Currently, Lloyd’s is wholly reliant on the passporting regime to do business across the E.U. Due to uncertainties that exist, we are unable to predict the outcome of any such negotiations.
Outcomes of the negotiations described above could include increased costs of doing business in the U.K., which may include additional capital requirements, including as a result of new and/or additional laws and regulations across a wide variety of areas potentially including, but not limited to, labor laws, data privacy laws, taxation laws and, more generally, the terms of commercial activities between the U.K. and the E.U. Increased costs and capital requirements may also result from the U.K. no longer being part of the Solvency II regime, which could be significant to our operations and financial results.
In addition to the potential impact on our ability to passport within the E.U., management is also focused on the impact of Brexit on the free movement of our approximately 2,000 employees within the E.U. A curtailment post-Brexit of free movement of workers between the U.K. and the E.U. could impact the availability and cost of attracting and retaining talent. For more information regarding Brexit, see Item 1A. “Risk Factors” in this Form 10-Q.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
See the discussion of our Critical Accounting Policies and Estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates," included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2015.
VARIABLE INTEREST ENTITIES AND OTHER OFF-BALANCE SHEET ARRANGEMENTS
See the discussion of our variable interest entities and other off-balance sheet arrangements in "Management's Discussion and Analysis of Financial Condition and Results of Operations - Variable Interest Entities ("VIEs") and Other Off-Balance Sheet Arrangements," included in our Annual Report on Form 10-K for the year ended December 31, 2015 and Item 1, Note 12, "Variable Interest Entities," to the Unaudited Consolidated Financial Statements included herein.
SEGMENTS
We are organized into two operating segments: Insurance and Reinsurance. The results of our run-off life operations are reported within "Corporate and Other." Our general investment and financing operations are also reflected in "Corporate and Other." Prior period information has been re-presented to reflect the current presentation.
We evaluate the performance of both the Insurance and Reinsurance segments based on underwriting profit. Other items of our revenue and expenditure are not evaluated at the segment level for reporting purposes. In addition, we do not allocate investment assets by segment for our P&C operations. Investment assets related to our run-off life operations and certain structured products included in the Insurance and Reinsurance segments are held in separately identified portfolios. As such, net investment income from these assets is included in the contribution from each of these segments. See Item 1, Note 5, "Segment Information," to the Unaudited Consolidated Financial Statements included herein for a reconciliation of segment data to our Unaudited Consolidated Financial Statements.
INCOME STATEMENT ANALYSIS
Segment Results for the three months ended September 30, 2016 compared to the three months ended September 30, 2015
Insurance
Our Insurance segment provides commercial property, casualty and specialty insurance products on a global basis. Products generally provide tailored coverages for complex corporate risks and include the following lines of business: property, casualty, professional liability, environmental liability, aviation and satellite, marine and offshore energy, equine, fine art and specie, surplus lines, political risk and trade credit, crisis management, cybertech, accident and health and other insurance coverages, including those mentioned above, through our programs, middle market and construction businesses. We focus on those lines of business within our Insurance operations that we believe provide the best return on capital over time. Following the Catlin Acquisition, Insurance lines of business are now divided into the following underwriting divisions: Professional Lines ("Professional"), which we previously referred to as Global Professional Lines; Casualty, which includes the casualty business previously included under International Property and Casualty, and North America Property and Casualty, EPC, which includes the property business previously reported under International Property and Casualty, North America Property and Casualty, and Specialty; and Specialty Lines ("Specialty").

69



The following table summarizes the underwriting profit (loss) for the Insurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Gross premiums written
$
2,153,379

 
$
2,200,196

 
(2.1
)%
Net premiums written
1,615,132

 
1,664,562

 
(3.0
)%
Net premiums earned
1,653,461

 
1,632,988

 
1.3
 %
Net losses and loss expenses
1,068,268

 
1,037,727

 
2.9
 %
Acquisition costs
221,137

 
214,773

 
3.0
 %
Operating expenses
302,373

 
334,211

 
(9.5
)%
Underwriting profit (loss)
$
61,683

 
$
46,277

 
33.3
 %
Net results – structured products
2,353

 
3,328

 
(29.3
)%
Net fee income and other (expense)
(4,486
)
 
(5,207
)
 
(13.8
)%
Gross Premiums Written
The following table summarizes our gross premiums written by underwriting division for the Insurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Professional
$
432,236

 
$
444,891

 
(2.8
)%
Casualty
761,423

 
766,604

 
(0.7
)%
EPC
473,694

 
446,131

 
6.2
 %
Specialty
486,026

 
542,570

 
(10.4
)%
Total
$
2,153,379

 
$
2,200,196

 
(2.1
)%
Gross premiums written decreased by 2.1%. When evaluated in local currency, our gross premiums written decreased by 0.9%. The unfavorable foreign exchange on our gross premiums written was mainly due to the weakening of the British Pound Sterling against the U.S. dollar. Please see the "Significant Items Affecting the Results of Operations - Underwriting Environment" section above for further information on our underwriting strategy, the effects of which are discussed below.
The following is a summary of premium movements by underwriting division:
Professional - decrease of 2.8% is mainly driven by lower new and renewal business in design and commercial errors & omissions business lines, partially offset by an increase in cyber and international financial lines.
Casualty - decrease of 0.7% is attributable to lower retention in excess and surplus lines, and international casualty lines. This decrease was partially offset by increases in new and renewal business in global risk management, North America construction, and the Allied Specialty acquisition.
EPC - increase of 6.2% due to an increase in new business in property international open market and North American property open market business lines.
Specialty - decrease of 10.4% is driven by lower new business in aerospace and equine, livestock and aquaculture, and life, accident and health. These decreases were partially offset by higher new and renewal business in political risk and trade credit.
Net Premiums Written
The decrease of 3.0% largely resulted from the decrease in gross premium written noted above with a minimal increase in ceded premium written.
Net Premiums Earned
The increase of 1.3% is primarily attributable to lower ceded earned premium reflecting reinsurance savings as compared to the prior year quarter, mainly in the EPC division.

70



Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Insurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Point Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
64.6
%
 
63.5
%
 
1.1

Acquisition expense ratio
13.4
%
 
13.2
%
 
0.2

Operating expense ratio
18.3
%
 
20.5
%
 
(2.2
)
Underwriting expense ratio
31.7
%
 
33.7
%
 
(2.0
)
Combined ratio
96.3
%
 
97.2
%
 
(0.9
)
The loss and loss expense ratio includes net losses incurred for both the reported year and any favorable or adverse prior year development of loss and loss expense reserves held at the beginning of the year. The following table summarizes these components of the loss ratio for the Insurance segment for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Percentage
 
September 30,
 
Point Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
64.6
 %
 
63.5
 %
 
1.1

Prior year reserve development
1.4
 %
 
(0.4
)%
 
1.8

Loss ratio excluding prior year development
66.0
 %
 
63.1
 %
 
2.9

Net natural catastrophe losses
(4.3
)%

(0.4
)%

(3.9
)
Loss ratio excluding prior year development and net natural catastrophe losses
61.7
 %
 
62.7
 %
 
(1.0
)
Loss Ratio - excluding prior year development
The 2.9 percentage point increase in the loss ratio excluding prior year development represents a higher level of catastrophe activity for the three months ended September 30, 2016 as compared to the prior year period. Losses net of reinsurance recoveries and reinstatement premiums related to natural catastrophe events for the three months ended September 30, 2016 were $63.7 million higher than in the same period of 2015. Excluding prior year development, net natural catastrophe losses and related reinstatement premiums in both quarters, the loss ratio for the three months ended September 30, 2016 compared to the same period of 2015 decreased by 1.0 percentage points to 61.7%, primarily due to better attritional loss experience and the favorable impact of underwriting actions implemented over the past year.
Prior Year Development
The following table summarizes the net (favorable) adverse prior year development by underwriting division relating to the Insurance segment for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Professional
$
(1,870
)
 
$
6,311

Casualty
431

 
(9,775
)
EPC
(16,339
)
 
14,587

Specialty
(4,907
)
 
(4,059
)
Total
$
(22,685
)
 
$
7,064

Net favorable prior year reserve development of $22.7 million was mainly attributable to our EPC lines. Favorable net prior year development for EPC was $16.3 million driven by reflecting better than expected reported non-catastrophe loss experience across international property, including reductions in our estimates for certain losses and favorable experience on the 2014 year.

71



Underwriting Expense Ratio
The decrease of 2.0 percentage points was primarily due to a decrease in the operating expense ratio of 2.2 percentage points. The decrease is a result of synergies realized from the Catlin Acquisition.
Net Results - Structured Products
Net results from structured insurance products decreased 29.3% to $2.4 million from the prior year quarter result of $3.3 million. The results include net investment income of $7.2 million and $8.2 million for the three months ended September 30, 2016 and 2015, respectively, and interest expense of $4.9 million for the three months ended September 30, 2016 and 2015, respectively. The decrease in the net results was mainly due to a reduction of investment income resulting from declining investment yields.
For further information about our structured indemnity contracts that are accounted for as deposit contracts, see Item 8, Note 12, "Deposit Liabilities," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Net Fee Income and Other
The decrease compared to the same period of 2015 in net fee income and other was driven by Specialty discontinued business lines.
Reinsurance
The Reinsurance segment provides casualty, property risk, property catastrophe, marine, aviation, credit and other specialty reinsurance on a global basis, with business being written on both a proportional and non-proportional treaty basis and also on a facultative basis. Following the acquisition of Catlin, our reinsurance operations are structured into five geographical regions: Bermuda; North America; London; Europe, Middle East & Africa ("EMEA"); and Latin America, Asia Pacific & Credit ("LAC"). Prior to the Catlin Acquisition, London, EMEA and LAC were reported together as International.
The following table summarizes the underwriting profit (loss) for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Gross premiums written
$
565,541

 
$
458,946

 
23.2
 %
Net premiums written
518,166

 
408,654

 
26.8
 %
Net premiums earned
778,216

 
772,752

 
0.7
 %
Net losses and loss expenses
423,535

 
426,558

 
(0.7
)%
Acquisition costs
181,749

 
189,671

 
(4.2
)%
Operating expenses
67,764

 
88,682

 
(23.6
)%
Underwriting profit (loss)
$
105,168

 
$
67,841

 
55.0
 %
Net results – structured products
5,355

 
1,109

 
382.9
 %
Net fee income and other
620

 
533

 
16.3
 %
Gross Premiums Written
The following table summarizes our gross premiums written by region for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Bermuda
$
72,687

 
$
83,608

 
(13.1
)%
North America
179,539

 
113,111

 
58.7
 %
London
86,779

 
78,182

 
11.0
 %
EMEA
42,611

 
50,175

 
(15.1
)%
LAC
183,925

 
133,870

 
37.4
 %
Total
$
565,541

 
$
458,946

 
23.2
 %

72



Gross premiums written increased by 23.2% primarily driven by new business, premium adjustments and share change.
The following is a summary of the premium movements by region:
Bermuda - decrease of 13.1% is primarily due to non-renewed business in Property Catastrophe and prior year adjustments on whole account line of business.
North America - increase of 58.7% is largely attributable to new business in Casualty and Property Treaty lines of business and negative premium adjustment in Marine in the prior year.
London - increase of 11.0% is primarily due to new business in Property Catastrophe and Casualty lines of business. Additionally, Casualty share change contributed to the increase which is partially offset by foreign exchange loss.
EMEA - decrease of 15.1% is due to timing of a quota share renewal in Marine line of business in the prior year.
LAC - increase of 37.4% is driven predominantly by the new business in Property Treaty and Credit lines of business. Additionally, our Credit portfolio contributed positive prior year premium adjustment offset by negative premium adjustment in our Crop line of business.
Net Premiums Written
The increase of 26.8% largely resulted from the gross written premium increases as outlined above.
Net Premiums Earned
The increase of 0.7% is mainly attributable to the increase in net written premiums noted above offset by the alignment of ceded earnings in the prior year quarter in London.
Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
September 30,
 
Point Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
54.4
%
 
55.2
%
 
(0.8
)
Acquisition expense ratio
23.4
%
 
24.5
%
 
(1.1
)
Operating expense ratio
8.7
%
 
11.5
%
 
(2.8
)
Underwriting expense ratio
32.1
%
 
36.0
%
 
(3.9
)
Combined ratio
86.5
%
 
91.2
%
 
(4.7
)
The loss and loss expense ratio includes net losses incurred for both the reported year and any favorable or adverse prior year development of loss and loss expense reserves held at the beginning of the year. The following table summarizes these components of the loss ratio for the Reinsurance segment for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Percentage
 
September 30,
 
Point Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
54.4
 %
 
55.2
 %
 
(0.8
)
Prior year reserve development
4.0
 %
 
4.6
 %
 
(0.6
)
Loss ratio excluding prior year development
58.4
 %
 
59.8
 %
 
(1.4
)
Net natural catastrophe losses
(3.5
)%
 
(3.1
)%
 
(0.4
)
Loss ratio excluding prior year development and net natural catastrophe losses
54.9
 %
 
56.7
 %
 
(1.8
)
Loss Ratio - excluding prior year development
The 1.4 percentage point reduction in the loss ratio excluding prior year development in the three months ended September 30, 2016 was primarily as a result of lower levels of large loss activity, as the prior year quarter was impacted by the Tianjin, China port explosion. Losses net of reinsurance recoveries and reinstatement premiums related to natural catastrophe events for the three months ended September 30, 2016 were $2.8 million higher than in the same period of 2015. Excluding favorable prior year development, net natural catastrophe losses and related reinstatement premiums in both quarters, the loss ratio for the three months ended September 30, 2016 compared to the same period of 2015 decreased by 1.8 percentage points to 54.9% largely due to Property Catastrophe and Marine, which were each impacted by the Tianjin event.

73



Prior Year Development
The following table summarizes the net (favorable) adverse prior year development by line of business relating to the Reinsurance segment for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Property and other short-tail lines
$
(30,607
)
 
$
(34,080
)
Casualty and other long-tail lines
(313
)
 
(1,102
)
Total
$
(30,920
)
 
$
(35,182
)
Net favorable prior year reserve development of $30.9 million for the three months ended September 30, 2016 was mainly attributable to the following:
Net favorable prior year development for the short-tail lines totaled $30.6 million. Details of the significant components are as follows:
For property catastrophe lines, net prior year development was $31.1 million favorable, primarily due to favorable losses incurred but not reported ("IBNR") release on older catastrophe and large losses and due to better than expected experience.
For property other lines, net prior year development was $1.8 million favorable mainly due to better than expected experience on attritional losses.
    For specialty lines, net prior year development was $2.3 million unfavorable due to worse than expected development on large losses, primarily on the Marine book.
Net favorable prior year development for the long-tail lines totaled $0.3 million and details of the significant components are as follows:
For casualty lines, net prior year development was $1.7 million unfavorable due to actual experience being worse than expected on older years for Casualty Treaty business.
For other lines, net prior year development was $2.0 million favorable largely due to actual experience being better than expected on the whole account book.
Underwriting Expense Ratio
The decrease of 3.9 percentage points was due to a decrease in the operating expense ratio of 2.8%, plus a decrease in the acquisition expense ratio of 1.1%, as follows:
Operating expense ratio - decrease was attributable to synergies realized due to the Catlin Acquisition and driven by the adoption of a consistent segment approach to reclassifying expenses to unallocated loss adjustment expenses.
Acquisition expense ratio - decrease was driven by a different business mix and lower earnings than the prior year in the Bermuda and London regions.
Net Results - Structured Products
Net results from structured reinsurance products increased to $5.4 million compared to the prior year quarter's result of $1.1 million. The results include net investment income of $6.9 million and $7.4 million for the three months ended September 30, 2016 and 2015, respectively, partially offset by interest expense of $1.5 million and $6.3 million, respectively. The increase in the net results was mainly due to a reduction of interest expense brought about from the commutation of a structured indemnity contract as well as a favorable change in the accretion rate of one of the larger structured indemnity contracts due to a change in the expected cash out flows for that contract.
For further information about our structured indemnity contracts that are accounted for as deposit contracts see Item 8, Note 12, "Deposit Liabilities," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.

74



Corporate and Other (including Run-Off Life operations)
Our general investment and financing operations are reflected in "Corporate and Other." In addition, results of our run-off life operations are reported within "Corporate and Other." We ceased writing new life reinsurance contracts in 2009 and since that time have been managing the run-off of our life reinsurance operations.
Run-Off Life Operations
As noted in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein, in May 2014, we ceded the majority of our life reinsurance business to GreyCastle Life Reinsurance ("GCLR") via 100% quota share reinsurance (the "GreyCastle Life Retro Arrangements"). In November 2015, we ceded the vast majority of our remaining life reinsurance reserves, consisting mainly of U.S. Term business (the "U.S. Term Life Retro Arrangements").
Impact of GreyCastle Life Retro Arrangements
As noted in Item 1, Note 7(c)(ii), "Derivative Instruments - Other Non-Investment Derivatives - Credit Exposure," to the Unaudited Consolidated Financial Statements included herein, although our net income (loss) is subject to variability related to the GreyCastle Life Retro Arrangements, there is minimal impact on our comprehensive income in any period.
Run-Off Life Operations - Not Subject to GreyCastle Life Retro Arrangements
During the three months ended September 30, 2016, our net loss from our run-off life operations that were not subject to the GreyCastle Life Retro Arrangements was $1.7 million. Included within this negative result are net realized losses of $2.0 million. Additionally, the net investment result of $8.1 million is offset by a net underwriting loss of $4.7 million and interest expense of $3.2 million on the funds withheld for the U.S. Term Life Retro Arrangements.
Investment Performance (Excluding Life Funds Withheld Assets)
We manage our investment portfolio in accordance with investment guidelines approved by the Risk and Finance Committee of the Board of Directors (the "RFC"). The following is a summary of the investment portfolio returns, which are calculated by dividing the sum of gross investment income, net income from investment affiliates, realized gains (losses) and unrealized gains (losses) by the average market value of each portfolio for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
September 30,
 
2016
 
2015
Total Return on Investments (1)
0.7
%
 
0.3
 %
 
 
 
 
Other Portfolios (2)
 
 
 
Hedge fund portfolio (3)
0.3
%
 
(0.7
)%
Equity portfolio
4.4
%
 
(10.2
)%
___________
(1)
The performance of investment portfolios is measured on a local currency basis. For the aggregate performance calculation, respective local currency balances are translated to U.S. dollars using quarter end rates to calculate composite portfolio results. Performance represents the P&C operations and run-off life operations for the three months ended September 30, 2016 and 2015.
(2)
Performance on Other Portfolios is included in the Total Return on Investments.
(3)
Performance on the hedge fund portfolio reflects the three months ended August 31, 2016 and 2015, respectively, for both equity and non-equity accounted hedge funds.

75



Investment Activities (Excluding Life Funds Withheld Assets)
The following table illustrates net investment income, net income from investment fund affiliates, net realized gains (losses) on investments and net realized and unrealized gains (losses) on derivative instruments for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net investment income - excluding Life Funds Withheld Assets
$
170,834

 
$
178,560

 
(4.3
)%
Net income (loss) from investment affiliates
12,156

 
(3,715
)
 
 N/M

Net realized gains (losses) on investments
58,395

 
(201
)
 
 N/M

Net realized and unrealized gains (losses) on derivative instruments (1)
5,490

 
(7,903
)
 
 N/M

____________
(1)
For a summary of realized and unrealized losses on all derivative instruments, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
*
N/M - Not Meaningful
Net Investment Income
The decrease of 4.3% compared to the prior year period was primarily due a reduction in investments' yields as a result of rates dropping across our major jurisdictions and cash outflows from the investment portfolio.
We estimate that approximately $3.5 billion of assets with an average gross book yield of 2.4% will mature and pay down over the next 12 months compared to the average new money rate in the three months ended September 30, 2016 on our portfolio of 1.9%.
Net Income (Loss) from Investment Affiliates
Net income from investment fund affiliates includes earnings from our investments in closed-end investment funds and partnerships and similar vehicles that are accounted for under the equity method.
Performance for the three months ended September 30, 2016, reflected modest gains as compared to the same period of 2015, which was moderately negative. This reflects marginally positive results in our hedge fund investments and solid contributions from our private equity and private credit affiliate funds. In particular, hedge funds pursuing quantitative equity strategies and European-oriented equity strategies were challenged during the quarter, while more directional strategies were positive contributors. The results for the private equity and private credit funds, which are lagged by three months, were generally in line with the prior year's quarterly results.
Net Realized Gains and Losses on Investments
Net realized gains of $58.4 million in the three months ended September 30, 2016 included net realized gains of $68.4 million, which resulted primarily from sales of equities and U.S. Government and Government-Related fixed maturities. These amounts were offset by losses of approximately $10.0 million related to the OTTI charges on certain of our fixed income and equity investments. See Item 1, Note 6, "Investments," to the Unaudited Consolidated Financial Statements included herein for further discussion.
Net realized losses on investments of $0.2 million in the three months ended September 30, 2015 included realized losses of $42.7 million related to the write-down of certain of our structured securities and medium term notes with respect to which we determined that there was an other-than-temporary decline in the value of those investments, as well as net realized gains of $42.5 million.
Net Realized and Unrealized Gains and Losses on Derivative Instruments
Net realized and unrealized gains on derivative instruments of $5.5 million in the three months ended September 30, 2016 resulted from our investment strategy to manage interest rate risk, foreign exchange risk and credit risk, and to replicate permitted investments and other hedging activities. For a further discussion, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.

76



Other Revenues and Expenses
The following table sets forth our other revenues and expenses for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net income (loss) from operating affiliates
$
12,410

 
$
8,196

 
51.4
 %
Exchange (gains) losses
(1,695
)
 
11,661

 
 N/M

Corporate operating expenses
126,308

 
135,500

 
(6.8
)%
Loss (gain) on sale of subsidiary
(3,670
)
 

 
N/M

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(225,610
)
 
(126,140
)
 
78.9
 %
Interest expense (1)
43,025

 
40,798

 
5.5
 %
Income tax expense (benefit)
17,749

 
(37,042
)
 
 N/M

____________
(1)
Interest expense includes costs related to our debt and collateral facilities and does not include deposit liability accretion, which is included in Net investment results - structured products.
*
N/M - Not Meaningful
Net Income (Loss) from Operating Affiliates
The following table sets forth the net income (loss) from operating affiliates for the three months ended September 30, 2016 and 2015:
 
Three Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net income (loss) from investment manager affiliates
$
6,753

 
$
5,943

 
13.6
%
Net income (loss) from strategic operating affiliates
5,657

 
2,253

 
 N/M

Net income (loss) from operating affiliates
$
12,410

 
$
8,196

 
51.4
%
____________
*
N/M - Not Meaningful
Net Income from Investment Manager Affiliates Investments
The results for the three months ended September 30, 2016, principally, reflects solid contributions from our larger manager affiliates in the quarter and are slightly above the results from the same period of 2015.
Net Income from Strategic Operating Affiliates
The significant increase was largely due to the premiums generated by a new operating affiliate writing U.S. homeowners' insurance.
Exchange Gains and Losses
The foreign exchange gains of $1.7 million in the three months ended September 30, 2016 were principally a result of the impact of the strengthening of the U.S. dollar against our British Pound Sterling denominated liabilities held in U.S. dollar denominated units. This was partially offset by the effect of the weakening of the U.S. dollar against the Australian dollar on net monetary liabilities in that currency. In the three months ended September 30, 2015, foreign exchange losses of $11.7 million were a result of an overall strengthening of the U.S. dollar against many of our major currency exposures, most notably Canadian and Australian dollars.
Gain on Sale of Subsidiary
See Item 1, Note 3(b), "Acquisitions and Disposals - Sale of Life Insurance Subsidiary," for further information.
Corporate Operating Expenses
The decrease of 6.8% was primarily due to lower integration expenses in regards to the Catlin Acquisition and synergies realized during the past year.

77



Net Realized and Unrealized Gains and Losses on Life Retrocession Embedded Derivative and Derivative Instruments - Life Funds Withheld Assets
The Company entered into GreyCastle Life Retro Arrangements, as described in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein. The embedded derivative is recorded at fair value with changes in fair value recognized in earnings through "Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets." For a further discussion, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein and "Impact of Life Retro Arrangements" above.
Interest Expense
Interest expense on our debt remained consistent with the prior year period. For further information about our debt financing, see Item 8, Note 14, "Notes Payable and Debt and Financing Arrangements," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 and Item 1, Note 10, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein.
Income Tax Expense
A tax charge of $17.7 million and tax benefit of $37.0 million were incurred in the three months ended September 30, 2016 and 2015, respectively. The tax charge recognized in these periods reflects the combination of our expected full year effective tax rate applicable to each of the years applied to our pre-tax operating net income in the respective periods, the tax calculated on items excluded from operating net income and discrete tax adjustments which are not part of the effective tax rate with respect to operating income. The tax on items excluded from operating net income is calculated at the applicable jurisdictional tax rate.
Segment Results for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015
Insurance
The following table summarizes the underwriting profit (loss) for the Insurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Gross premiums written
$
7,169,363

 
$
6,074,387

 
18.0
 %
Net premiums written
4,899,258

 
4,155,442

 
17.9
 %
Net premiums earned
4,944,055

 
4,008,200

 
23.3
 %
Net losses and loss expenses
3,163,599

 
2,551,044

 
24.0
 %
Acquisition costs
679,009

 
476,876

 
42.4
 %
Operating expenses
922,273

 
834,829

 
10.5
 %
Underwriting profit (loss)
$
179,174

 
$
145,451

 
23.2
 %
Net results – structured products
6,340

 
9,634

 
(34.2
)%
Net fee income and other (expense)
(12,097
)
 
(14,705
)
 
(17.7
)%
Gross Premiums Written
The following table summarizes our gross premiums written by underwriting division for the Insurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Professional
$
1,226,425

 
$
1,248,737

 
(1.8
)%
Casualty
2,373,698

 
2,174,318

 
9.2
 %
EPC
1,855,647

 
1,423,479

 
30.4
 %
Specialty
1,713,593

 
1,227,853

 
39.6
 %
Total
$
7,169,363

 
$
6,074,387

 
18.0
 %
Gross premiums written increased by 18.0%, primarily due to the Catlin Acquisition. When evaluated in local currency, our gross premiums written increased by 19.5%. The unfavorable foreign exchange on our gross premiums written was mainly due to a weakening of the Euro and British Pound Sterling against the U.S. dollar impacting business written in these currencies.

78



The following is a summary of other premium movements by underwriting division:
Professional - decrease of 1.8% primarily in North America professional and commercial errors and omissions business lines, partially offset by modest growth in the cyber business line.
Casualty - increase of 9.2% is largely a result of the Catlin Acquisition and related to global risk management, North American construction, excess and surplus, and international casualty. Additionally, the Allied Acquisition contributed to the increase in premiums. Compared to the combined books in the prior year, premiums decreased due to rate pressures in several lines.
EPC - increase of 30.4% with increases across all lines of business following the Catlin Acquisition. Compared to the combined books in the prior year, and excluding the effects of foreign exchange, premiums increased slightly, generally in core property lines.
Specialty - increase of 39.6% with improvements across all lines of business following the Catlin Acquisition. Compared to the combined books in the prior year, and excluding the effects of foreign exchange, premiums decreased slightly most notably in the aerospace and marine business lines.
Net Premiums Written
The increase of 17.9% largely resulted from the increase in gross premiums written due to the Catlin Acquisition, partially offset by increases in ceded premium written due to a change in our ceded reinsurance strategy with greater emphasis on enterprise wide composite and whole account covers, ultimately improving our risk/return profile.
Net Premiums Earned
The increase of 23.3% is mainly attributable to the increase in net premiums written as noted above, plus the effects of the change in our ceded reinsurance strategy noted above.
Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Insurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
64.0
%
 
63.6
%
 
0.4

Acquisition expense ratio
13.7
%
 
11.9
%
 
1.8

Operating expense ratio
18.7
%
 
20.9
%
 
(2.2
)
Underwriting expense ratio
32.4
%
 
32.8
%
 
(0.4
)
Combined ratio
96.4
%
 
96.4
%
 

The loss and loss expense ratio includes net losses incurred for both the reported period and any favorable or adverse prior year development of loss and loss expense reserves held at the beginning of the year. The following table summarizes these components of the loss ratio for the Insurance segment for the nine months ended September 30, 2016:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
64.0
 %
 
63.6
 %
 
0.4

Prior year reserve development
1.4
 %
 
1.0
 %
 
0.4

Loss ratio excluding prior year development
65.4
 %
 
64.6
 %
 
0.8

Net natural catastrophe losses
(4.2
)%
 
(2.1
)%
 
(2.1
)
Loss ratio excluding prior year development and net natural catastrophe losses
61.2
 %
 
62.5
 %
 
(1.3
)
Loss Ratio - excluding prior year development
The 0.8 percentage point increase in the loss ratio excluding prior year development was primarily due to an increase in natural catastrophe activity year over year, partially offset by the incorporation of the acquired businesses, the non-renewal of unprofitable business across the combined books, as well as the amortization of fair value adjustments made as a result of the Catlin Acquisition in the nine months ended September 30, 2016 as compared to the prior year period. Losses net of reinsurance recoveries and reinstatement premiums related to natural catastrophe events for the nine months ended September

79



30, 2016 were $121.7 million higher than in the same period in 2015. Excluding favorable prior year development, net natural catastrophe losses and related reinstatement premiums in both periods, the loss ratio for the nine months ended September 30, 2016 compared to the same period of 2015 decreased by 1.3 percentage points to 61.2% due to the favorable impact of underwriting actions and mix of business changes in the Casualty and Specialty product groups.
Prior Year Development
The following table summarizes the net (favorable) adverse prior year reserve development by underwriting division relating to the Insurance segment for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Professional
$
(454
)
 
$
13,311

Casualty
(44,865
)
 
(16,334
)
EPC
(7,639
)
 
1,360

Specialty
(14,540
)
 
(35,405
)
Total
$
(67,498
)
 
$
(37,068
)
Net favorable prior year development of $67.5 million was mainly attributable to the following:
For casualty lines, net prior year development was $44.9 million favorable. This was driven by a release of $28.5 million in International Casualty, primarily to reflect better than expected loss experience reported on the general and professional liability books, and $21.5 million in discontinued casualty primarily due to our reassessment of the IBNR provision for a large risk U.S. Casualty portfolio, discontinued prior to 2008, following favorable claims resolutions in recent years.
For EPC lines, net prior year development was $7.6 million favorable driven by reflecting better than expected reported non-catastrophe loss experience.
For specialty lines, net prior year development was $14.5 million favorable driven by releases of $7.2 million in discontinued specialty relating to reserve releases following the expiration of a policy, and $9.1 million in marine due to better than expected reported loss experience on the cargo, hull and liability businesses. This was partially offset by modest strengthening in accident and health driven by deteriorations in the U.S. and Switzerland books, and in crisis management relating to deteriorations in large losses.
Underwriting Expense Ratio
The increase of 0.4 percentage points was due to increases in the acquisition expense ratio of 1.8 percentage points partially offset by a decrease in the operating expense ratio of 2.2 percentage points, as follows:
Acquisition expense ratio - we experienced a slight increase over the prior year as a result of the Catlin Acquisition, which included a larger share of wholesale specialty business where the acquisition costs were higher than the legacy portfolio, combined with lower commissions received from the ceded business, largely resulting from a higher mix of facultative and other excess of loss protections carrying lower ceding commissions than quota share cessions.
Operating expense ratio - decreased 2.2 percentage points due to synergies realized from the Catlin Acquisition.
Net Results - Structured Products
Net results from structured insurance products decreased 34.2% to $6.3 million from the prior year result of $9.6 million. The results include net investment income of $20.7 million and $23.9 million for the nine months ended September 30, 2016 and 2015, respectively, and net interest expense of $14.4 million and $14.3 million, for the nine months ended September 30, 2016 and 2015, respectively. The decrease in the net results was mainly due to a reduction of investment income resulting from declining investment yields.
For further information about our structured indemnity contracts that are accounted for as deposit contracts, see Item 8, Note 12, "Deposit Liabilities," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Net Fee Income and Other
The decrease compared to the same period of 2015 in net fee income and other expenses was driven by discontinued lines in the Specialty division.

80



Reinsurance
The following table summarizes the underwriting profit (loss) for the Reinsurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Gross premiums written
$
3,439,650

 
$
2,066,856

 
66.4
 %
Net premiums written
3,018,246

 
1,854,590

 
62.7
 %
Net premiums earned
2,367,772

 
1,780,829

 
33.0
 %
Net losses and loss expenses
1,343,075

 
834,263

 
61.0
 %
Acquisition costs
544,380

 
419,380

 
29.8
 %
Operating expenses
215,258

 
202,904

 
6.1
 %
Underwriting profit (loss)
$
265,059

 
$
324,282

 
(18.3
)%
Net results – structured products
5,397

 
5,085

 
6.1
 %
Net fee income and other
2,705

 
1,981

 
36.5
 %
Gross Premiums Written
The following table summarizes our gross premiums written by region for the Reinsurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Bermuda
$
891,466

 
$
747,854

 
19.2
%
North America
686,306

 
466,097

 
47.2
%
London
575,352

 
235,341

 
144.5
%
EMEA
666,650

 
336,243

 
98.3
%
LAC
619,876

 
281,321

 
120.3
%
Total
$
3,439,650

 
$
2,066,856

 
66.4
%
Gross premiums written increased by 66.4%, primarily driven by the Catlin Acquisition. The following is a summary of the premium movements by region:
Bermuda - increase of 19.2% is primarily in the Property Catastrophe line of business due to the Catlin Acquisition, plus prior year premium adjustments on the whole account line of business.
North America - increase of 47.2% is largely related to increases in Casualty, Property Treaty and Property Facultative lines of business due to the Catlin Acquisition.
London - significant increase is driven from the Catlin Acquisition, producing a substantial Property Catastrophe portfolio, alongside growth in the Marine and Casualty lines of business.
EMEA - increase is primarily related to substantial new business in Casualty line related to Large New Motors quota share treaties. Also contributing to the increase are Whole Account, which is a new initiative for 2016, and new business in Crop and Property Treaty businesses.
LAC - increase is primarily related to growth in Credit, Crop and Property Catastrophe lines of business.
Net Premiums Written
The increase of 62.7% resulted from the gross written premium increases as outlined above.
Net Premiums Earned
The increase of 33.0% is mainly attributable to the increase in gross premiums written as discussed above. This increase is partially offset by the impact of premiums earned in 2015 from the unearned premium reserve assumed from the Catlin Acquisition, on policies written by the acquired entity prior to the combination of the two companies.

81



Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Reinsurance segment:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
56.7
%
 
46.8
%
 
9.9

Acquisition expense ratio
23.0
%
 
23.5
%
 
(0.5
)
Operating expense ratio
9.1
%
 
11.5
%
 
(2.4
)
Underwriting expense ratio
32.1
%
 
35.0
%
 
(2.9
)
Combined ratio
88.8
%
 
81.8
%
 
7.0

The loss and loss expense ratio includes net losses incurred for both the reported period and any favorable or adverse prior year development of loss and loss expense reserves held at the beginning of the year. The following table summarizes these components of the loss ratio for the Reinsurance segment for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
2016
 
2015
 
2016 to 2015
Loss and loss expense ratio
56.7
 %
 
46.8
 %
 
9.9

Prior year reserve development
5.4
 %
 
8.4
 %
 
(3.0
)
Loss ratio excluding prior year development
62.1
 %
 
55.2
 %
 
6.9

Net natural catastrophe losses
(8.2
)%
 
(1.4
)%
 
(6.8
)
Loss ratio excluding prior year development and net natural catastrophe losses
53.9
 %
 
53.8
 %
 
0.1

Loss Ratio - excluding prior year development
The 6.9 percentage point increase in the nine months ended September 30, 2016 was mainly the result of natural catastrophe events, net of recoveries and reinstatement premium, being $163.2 million or 6.8 percentage points higher for the nine months ended September 30, 2016 than in the same period in 2015. Excluding favorable prior year development, net natural catastrophe losses and related reinstatement premiums, the loss ratio increased 0.1 percentage points to 53.9% on attritional losses for the same periods.
Prior Year Development
The following table summarizes the net (favorable) adverse prior year reserve development by line of business relating to the Reinsurance segment for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2016
 
2015
Property and other short-tail lines
$
(69,028
)
 
$
(120,376
)
Casualty and other long-tail lines
(59,121
)
 
(28,032
)
Total
$
(128,149
)
 
$
(148,408
)
Net favorable prior year reserve development of $128.1 million for the nine months ended September 30, 2016 was mainly attributable to the following:
Net favorable prior year development for the short-tail lines totaled $69.0 million. Details of the significant components are as follows:
For property catastrophe lines, net prior year development was $54.4 million favorable, primarily due to favorable IBNR release on older cat and large losses and due to better than expected experience.
For property other lines, net prior year development was $5.1 million favorable, mainly due to better than expected development on attritional losses on the property business being partially offset by unfavorable development on attritional losses for the crop business.

82



For specialty lines, net prior year development was $9.6 million favorable mainly due to better than expected development on attritional losses mainly on the Marine book.
Net favorable prior year development for the long-tail lines totaled $59.1 million and details of the significant components are as follows:
For casualty lines, net prior year development was $50.4 million favorable due to better than expected development on attritional losses for 2014 and prior underwriting years.
For other lines, net prior year development was $8.7 million favorable largely due to better than expected development on attritional losses on the whole account book.
Underwriting Expense Ratio
The decrease of 2.9 percentage points was mainly due to a decrease in the operating expense ratio of 2.4 percentage points, which was a result of synergies realized from the Catlin Acquisition and the adoption of a consistent segment approach to reclassifying expenses to unallocated loss adjustment expenses.
Net Results - Structured Products
Net results from structured reinsurance products increased 6.1% from the prior year period net results of $5.1 million. The results include net investment income of $20.1 million and $22.8 million for the nine months ended September 30, 2016 and 2015, respectively, interest expense of $14.7 million and $17.4 million, and operating expenses of nil and $0.3 million, for the nine months ended September 30, 2016 and 2015, respectively. The increase in the net results was mainly due to a reduction of interest expense brought about from the commutation of a structured indemnity contract as well as a favorable change in the accretion rate of one of the larger structured indemnity contract due to a change in the expected cash out flows for that contract.
For further information about our structured indemnity contracts that are accounted for as deposit contracts, see Item 8, Note 12, "Deposit Liabilities," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Corporate and Other (Including Run-Off Life Operations)
Our general investment and financing operations are reflected in "Corporate and Other." In addition, results of our run-off life operations are reported within "Corporate and Other." We ceased writing new life reinsurance contracts in 2009 and, since that time, have been managing the run-off of our life reinsurance operations.
Run-Off Life Operations
As noted in Item 1, Note 1, "Basis of Preparation and Consolidation," in May 2014, we ceded the majority of our life reinsurance business to GreyCastle Life Reinsurance ("GCLR") via 100% quota share reinsurance (the "GreyCastle Life Retro Arrangements"). In November 2015, we ceded the vast majority of our remaining life reinsurance reserves, consisting mainly of U.S. Term business (the "U.S. Term Life Retro Arrangements").
Impact of GreyCastle Life Retro Arrangements
As noted in Item 1, Note 7(c)(ii), "Derivative Instruments - Other Non-Investment Derivatives - Credit Exposure," to the Unaudited Consolidated Financial Statements included herein, although our net income (loss) is subject to variability related to the GreyCastle Life Retro Arrangements, there is minimal impact on our comprehensive income in any period.
Run-Off Life Operations - Not Subject to GreyCastle Life Retro Arrangements
During the nine months ended September 30, 2016, our net loss from our run-off life operations that were not subject to the GreyCastle Life Retro Arrangements was $5.6 million. Included within this result are net realized losses of $7.7 million. Additionally, the net investment result of $24.2 million is partially offset by a net underwriting loss of $12.3 million and interest expense of $9.8 million on the funds withheld for the U.S. Term Life Retro Arrangements.

83



Investment Performance (Excluding Life Funds Withheld Assets)
We manage our investment portfolio in accordance with investment guidelines approved by the Risk and Finance Committee of the Board of Directors. The following is a summary of the investment portfolio returns, which are calculated by dividing the sum of gross investment income, net income from investment affiliates, realized gains (losses) and unrealized gains (losses) by the average market value of each portfolio, for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
September 30,
 
2016
 
2015
Total Return on Investments (1)
3.9
 %
 
1.2
 %
 
 
 
 
Other Portfolios (2)
 
 
 
Hedge fund portfolio (3)
(1.0
)%
 
3.9
 %
Equity portfolio
7.6
 %
 
(8.5
)%
___________
(1)
The performance of investment portfolios is measured on a local currency basis. For the aggregate performance calculation, respective local currency balances are translated to U.S. dollars using quarter end rates to calculate composite portfolio results.
(2)
Performance on Other Portfolios is included in the Total Return on Investments.
(3)
Performance on the hedge fund portfolio reflects the nine months ended August 31, 2016 and 2015, respectively, for both equity and non-equity accounted hedge funds.
Investment Activities (Excluding Life Funds Withheld Assets)
The following table illustrates net investment income, net income from investment fund affiliates, net realized (losses) gains on investments and net realized and unrealized gains (losses) on derivative instruments for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net investment income - excluding Life Funds Withheld Assets
$
511,402

 
$
512,994

 
(0.3
)%
Net income (loss) from investment fund affiliates
20,756

 
62,991

 
(67.0
)%
Net realized gains (losses) on investments
69,447

 
8,752

 
 N/M

Net realized and unrealized gains (losses) on derivative instruments (1)
2,774

 
57,127

 
(95.1
)%
____________
(1)
For a summary of realized and unrealized losses on all derivative instruments, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
*
N/M - Not Meaningful
Net Investment Income
The decrease of 0.3% compared to the prior year was primarily due to a reduction in investments' yields as a result of rates dropping across our major jurisdictions offset by the addition of assets to our portfolio as a result of the Catlin Acquisition. See Item 1, Note 3(e), "Acquisitions and Disposals - Catlin Acquisition," to the Unaudited Consolidated Financial Statements for further information.
We estimate that approximately $3.5 billion of assets with an average gross book yield of 2.4% will mature and pay down over the next 12 months compared to the average new money rate in the nine months ended September 30, 2016 on our portfolio of 1.8%.
Net Income (Loss) from Investment Fund Affiliates
Net income from investment fund affiliates includes earnings from our investments in closed-end investment funds and partnerships and similar vehicles that are accounted for under the equity method.
Performance for the nine months ended September 30, 2016, despite a 67% decrease from the prior year period, was a modest gain, lagging significantly behind very strong results from the same period of 2015. Hedge fund returns were weak in the first nine months of the year, as poor equity and credit market returns and elevated volatility during the period challenged hedge fund affiliate results. In particular, funds pursuing quantitative equity strategies and market directional strategies, including equity long/short and macro, weighed on results for the nine months. The Company's private equity and private credit funds produced solid performance for the nine months ended September 30, 2016, generally in line with the prior year results for the same period.

84



Net Realized Gains and Losses on Investments
Net realized gains on investments of $69.4 million in the nine months ended September 30, 2016 included net realized gains of $131.6 million, which resulted primarily from sales of equities and U.S. Government and Government-Related fixed maturities. These amounts were offset by realized losses of approximately $62.1 million related to the OTTI charges on certain of our fixed income and equity investments. For further discussion, see Item 1, Note 6, "Investments," to the Unaudited Consolidated Financial Statements included herein.
Net realized gains on investments of $8.8 million in the nine months ended September 30, 2015 included realized losses of $69.9 million related to the write-down of certain of our structured securities and medium term notes and currency losses with respect to which we determined that there was an other-than-temporary decline in the value of those investments, as well as net realized gains of $78.6 million.
Net Realized and Unrealized Gains and Losses on Derivative Instruments
Net realized and unrealized gains on derivatives of $2.8 million for the nine months ended September 30, 2016 resulted from our investment strategy to manage interest rate risk, foreign exchange risk and credit risk, and to replicate permitted investments. For further information, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Other Revenues and Expenses
The following table sets forth our other revenues and expenses for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net income (loss) from operating affiliates
$
46,478

 
$
40,326

 
15.3
%
Gain on sale of operating affiliate

 
340,407

 
N/M

Exchange (gains) losses
(54,614
)
 
49,425

 
 N/M

Loss (gain) on sale of subsidiary
(3,670
)
 

 
N/M

Corporate operating expenses
372,003

 
328,930

 
13.1
%
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(691,432
)
 
(116,333
)
 
 N/M

Interest expense (1)
128,371

 
121,317

 
5.8
%
Income tax expense
42,511

 
20,135

 
 N/M

____________
(1)
Interest expense includes costs related to our debt and collateral facilities and does not include deposit liability accretion, which is included in Net investment results - structured products.
*
N/M - Not Meaningful
Net Income (Loss) from Operating Affiliates
The following table sets forth the net income (loss) from operating affiliates for the nine months ended September 30, 2016 and 2015:
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
(U.S. dollars in thousands)
2016
 
2015
 
2016 to 2015
Net income (loss) from investment manager affiliates
$
34,424

 
$
18,206

 
89.1
 %
Net income (loss) from strategic and other operating affiliates
12,054

 
22,120

 
(45.5
)%
Net income (loss) from operating affiliates
$
46,478

 
$
40,326

 
15.3
 %
Net Income from Investment Manager Affiliates
The results for the nine months ended September 30, 2016 reflect an increase in the amount of incentive fees generated by our larger investment manager affiliates relative to the prior year period, as well as a gain from the sale of the Company's interest in one of our service provider stakes in the current year.

85



Net Income from Strategic and Other Operating Affiliates
The decrease of 45.5% was largely due to the sale of our interest in ARX in 2015, which was one of our larger insurance affiliates that wrote direct U.S. homeowners insurance, as noted in Item 1, Note 3(f), "Acquisitions and Disposals - Sale of Strategic Operating Affiliate," to the Unaudited Consolidated Financial Statements included herein.
Exchange Gains and Losses
The foreign exchange gains of $54.6 million in the nine months ended September 30, 2016 were principally a result of the impact of the strengthening of the U.S. dollar against our British Pound Sterling denominated monetary liabilities held in U.S. dollar denominated units, with additional gains resulting from the effect of the U.S. dollar weakness against the Singapore dollar on net monetary assets in that currency. These gains were partially offset by the effect of the weakening of the U.S. dollar against the Brazilian Real on net monetary liabilities in that currency. In the nine months ended September 30, 2015, foreign exchange losses of $49.4 million were a result of an overall strengthening of the U.S. dollar against many of our major currency exposures, particularly the Euro and the Canadian dollar.
Gain on Sale of Subsidiary
See Item 1, Note 3(b), "Acquisitions and Disposals - Sale of Life Insurance Subsidiary," for further information.
Gain on Sale of Operating Affiliate
See Item 1, Note 3(f), "Acquisitions and Disposals - Sale of Strategic Operating Affiliate," for further information.
Corporate Operating Expenses
The increase of 13.1% was primarily due to higher operational costs associated with the timing of the Catlin Acquisition as noted in Item 1, Note 3(e), "Acquisitions and Disposals - Catlin Acquisition." to the Unaudited Consolidated Financial Statements included herein.
Net Realized and Unrealized Gains and Losses on Life Retrocession Embedded Derivative and Derivative Instruments - Life Funds Withheld Assets
The Company is a party to the GreyCastle Life Retro Arrangements, as described in Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein. The embedded derivative is recorded at fair value with changes in fair value recognized in earnings through "Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets." For a further discussion, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Interest Expense
The increase of 5.8% was a result of the overall increase in our debt due to the issuance of subordinated notes in March 2015, as outlined in Item 8, Note 14, "Notes Payable and Debt and Financing Arrangements," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 and Item 1, Note 10, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein.
Income Tax Expense
Tax charges of $42.5 million and $20.1 million were incurred in the nine months ended September 30, 2016 and 2015, respectively. The tax charges recognized in these periods reflect the combination of our expected full year effective tax rate applied to pre-tax operating net income in the respective periods, the tax calculated on items excluded from operating net income, and discrete tax adjustments that are not part of the effective tax rate with respect to operating income. The tax on items excluded from operating net income is calculated at the applicable jurisdictional tax rate.

86



BALANCE SHEET ANALYSIS
Investments (Excluding Life Funds Withheld Assets)
Our investment strategy is based on a Strategic Asset Allocation process that establishes a strategic benchmark, which is a portfolio asset allocation target that is constructed to maximize enterprise value subject to business constraints and the risk tolerance of the Company’s management and approved by the RFC. The investment team actively seeks to exceed the total return of the strategic benchmark and meet budgeted investment earnings, while maintaining sufficient liquidity to ensure payment of claims, operating expenses and other obligations even during stressed scenarios. Active or tactical deviations from the benchmark are controlled by a comprehensive framework of investment decision authorities ("Authorities Framework"), which ensures that the risk profile of our investment portfolio is consistent with management’s risk tolerance.
As described in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein, in connection with the GreyCastle Life Retro Arrangements, the Life Funds Withheld Assets are managed pursuant to agreed upon investment guidelines that meet the contractual commitments of our ceding companies and applicable laws and regulations. All of the investment results associated with the Life Funds Withheld Assets ultimately accrue to GCLR. Because we no longer share the risks and rewards of the underlying performance of the supporting invested assets, the disclosures in this section exclude the Life Funds Withheld Assets.
As of September 30, 2016 and December 31, 2015, total investments and cash and cash equivalents, including accrued investment income and net receivable/(payable) for investments sold/(purchased) but excluding Life Funds Withheld Assets, were approximately $37.6 billion. The following table summarizes the composition of our invested assets, excluding Life Funds Withheld Assets, as of September 30, 2016 and December 31, 2015:
 
September 30, 2016
 
December 31, 2015
(U.S. dollars in thousands)
Carrying
Value
 
Percent
of Total
 
Carrying
Value
 
Percent
of Total
Cash and cash equivalents
$
3,393,277

 
9.0
 %
 
$
3,256,236

 
8.7
%
Restricted cash
61,885

 
0.2
 %
 
41,860

 
0.1
%
Net receivable/ (payable) for investments sold/ (purchased)
(255,624
)
 
(0.7
)%
 
101,098

 
0.3
%
Accrued investment income
220,663

 
0.6
 %
 
243,409

 
0.7
%
Short-term investments
652,772

 
1.7
 %
 
617,390

 
1.7
%
Fixed maturities - AFS (1):
 
 
 
 
 
 
 
U.S. Government and Government-Related/Supported
3,933,359

 
10.5
 %
 
5,065,637

 
13.5
%
Corporate - Financials
3,778,344

 
10.0
 %
 
3,561,909

 
9.5
%
Corporate - Non Financials
6,898,869

 
18.3
 %
 
6,900,447

 
18.5
%
RMBS – Agency
4,591,774

 
12.2
 %
 
3,757,971

 
10.1
%
RMBS – Non-Agency
285,927

 
0.8
 %
 
328,540

 
0.9
%
CMBS
296,104

 
0.8
 %
 
405,316

 
1.1
%
CDOs
141,281

 
0.4
 %
 
32,410

 
0.1
%
Other asset-backed securities
973,170

 
2.6
 %
 
1,168,572

 
3.1
%
U.S. States and political subdivisions of the States
2,598,854

 
6.9
 %
 
2,632,070

 
7.0
%
Non-U.S. Sovereign Government, Provincial, Supranational and Government-Related/Supported
5,642,141

 
15.0
 %
 
5,251,614

 
14.0
%
Total fixed maturities - AFS
$
29,139,823

 
77.5
 %
 
$
29,104,486

 
77.8
%
Equity securities
1,038,165

 
2.8
 %
 
878,919

 
2.4
%
Investments in affiliates
2,118,489

 
5.6
 %
 
1,708,899

 
4.6
%
Other investments
1,260,938

 
3.3
 %
 
1,433,057

 
3.7
%
Total investments and cash and cash equivalents - excluding Life Funds Withheld Assets
$
37,630,388

 
100.0
 %
 
$
37,385,354

 
100.0
%
____________
(1)
Carrying value represents the fair value of AFS fixed maturities.

87



We review our corporate debt investments on a regular basis to consider their concentration, credit quality and compliance with established guidelines. As of September 30, 2016 and December 31, 2015, the average credit quality of our total fixed income portfolio was "AA". Included in the table below are the credit ratings of the fixed income portfolio excluding operating cash as of September 30, 2016 and December 31, 2015:
 
September 30, 2016
 
December 31, 2015
Investments by Credit Rating (1)
(U.S. dollars in millions)
Carrying
Value
 
Percent
of Total
 
Carrying
Value
 
Percent
of Total
AAA
$
14,267

 
45.1
%
 
$
14,242

 
45.1
%
AA
6,982

 
22.1
%
 
7,005

 
22.3
%
A
7,461

 
23.6
%
 
7,316

 
23.2
%
BBB
2,244

 
7.0
%
 
2,343

 
7.4
%
BB and below
629

 
2.0
%
 
577

 
1.8
%
Not rated
81

 
0.2
%
 
65

 
0.2
%
Total
$
31,664

 
100.0
%
 
$
31,548

 
100.0
%
____________
(1)
The credit rating for each asset reflected above was principally determined based on the weighted average rating of the individual securities from Standard & Poor's, Moody's Investors Service and Fitch Ratings (when available). U.S. Agency debt and related mortgage-backed securities, whether with implicit or explicit government support, reflect the credit quality rating of the U.S. government for the purpose of these calculations.
Gross and Net Unrealized Gains and Losses on Investments (Excluding Life Funds Withheld Assets)
We had gross unrealized losses totaling $190.8 million as of September 30, 2016 in our AFS portfolio (excluding Life Funds Withheld Assets) that can be attributed to the following significant drivers:
gross unrealized losses of $86.6 million related to Government and Government-Related holdings. Securities in a gross unrealized loss position had a fair value of $1.9 billion as of September 30, 2016.
gross unrealized losses of $64.8 million related to Corporate holdings. Securities in a gross unrealized loss position had a fair value of $1.4 billion as of September 30, 2016.
gross unrealized losses of $14.6 million related to Non-Agency RMBS securities (which consists of our holdings of sub-prime Non-Agency RMBS, Alt-A and Prime RMBS). Securities in an unrealized loss position had a fair value of $180.8 million as of September 30, 2016.
The following table details the security type and length of time that AFS securities were in a continual gross unrealized loss position as of September 30, 2016:
(U.S. dollars in thousands)
September 30, 2016
Security Type and Length of Time in a Continual Unrealized Loss Position
Amount of
Unrealized
Loss
 
Fair Value
of Securities in
an Unrealized
Loss Position
Fixed Maturities and Short-Term Investments
 

 
 

Less than 6 months
$
(35,706
)
 
$
2,931,902

At least 6 months but less than 12 months
(51,948
)
 
584,881

At least 12 months but less than 2 years
(31,472
)
 
522,712

2 years and over
(61,728
)
 
573,067

Total
$
(180,854
)
 
$
4,612,562

Equities
 

 
 

Less than 6 months
$
(8,121
)
 
$
297,284

At least 6 months but less than 12 months
(1,804
)
 
12,139

Total
$
(9,925
)
 
309,423


88



The following is the maturity profile of the AFS fixed income securities that were in a continual gross unrealized loss position as of September 30, 2016:
 
September 30, 2016
(U.S. dollars in thousands)
Amount of
Unrealized
Loss
 
Fair Value
of Securities in
an Unrealized
Loss Position
Maturity profile in years of AFS fixed income securities in a gross unrealized loss position
 
Less than 1 year remaining
$
(25,808
)
 
$
570,799

At least 1 year but less than 5 years remaining
(87,223
)
 
1,688,965

At least 5 years but less than 10 years remaining
(32,307
)
 
899,624

At least 10 years but less than 20 years remaining
(3,605
)
 
99,683

At least 20 years or more remaining
(2,463
)
 
55,940

RMBS - Agency
(2,136
)
 
446,479

RMBS - Non-Agency
(14,584
)
 
180,791

CMBS
(2,666
)
 
103,546

CDOs
(2,677
)
 
7,220

Other asset-backed securities
(7,385
)
 
559,515

Total
$
(180,854
)
 
$
4,612,562

European Sovereign Debt Crisis (Excluding Life Funds Withheld Assets)
As developed markets emerged from the global recession, several key nations within the European Union (the "E.U.") - particularly Greece, Italy, Ireland, Portugal and Spain (the "European Periphery Nations") - have carried particularly high levels of debt and have been slower to return to positive economic growth due to austerity measures implemented to lower such countries' debt levels, and a general lack of competitiveness. The European Central Bank has taken various measures and has asserted its willingness to take any measures deemed necessary to protect these sovereigns' ability to continue to fund their debt. As a result, we believe market risks associated with the European Sovereign Debt crisis have been reduced.
Our exposure to this European sovereign debt crisis is from direct investment in fixed maturity securities issued by national and local governments of the European Periphery Nations, as well as from fixed maturity securities issued by certain financial and non-financial corporate entities operating within the European Periphery Nations that currently have a fair value of $70.3 million as of September 30, 2016. We continue to monitor our financial exposure to this crisis, and continually assess the impact of a potential default by any of the European Periphery Nations on their respective debt issuances, including the associated impact on non-sovereign entities in these five nations in the event of such a default.
We currently have no unfunded investment exposures or commitments to either sovereign or non-sovereign entities within the European Periphery Nations. We do invest in various hedge funds and private investment funds that from time to time may invest in securities or investments related to the European Periphery Nations. In general, such funds will invest in debt and/or equity securities of individual corporate issuers, securitized debt instruments and/or fixed maturity instruments issued by national governments of the European Periphery Nations. As market volatility in the European Periphery Nations has declined, we have observed that our hedge fund and private fund managers have increased their exposure to these countries. We estimate that, as of September 30, 2016, our aggregate exposure to European Periphery Nations via our fund investments did not exceed $150 million on a net basis. The exposure was diversified across issuers and instruments and across the five European Periphery Nations.
In addition to the direct investment portfolio considerations discussed above, as an international (re)insurance company, European credit exposures may exist for us within unpaid losses and loss expenses recoverable and reinsurance balances receivable. For further details on these balances, including the names of our most significant reinsurance counterparties, see Item 8, Note 10, "Reinsurance," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. Other sources of potential exposure to European credit issues may exist within certain lines of insurance or reinsurance business written (including, but not limited to, lines such as surety, business interruption, and political risk), or within underlying investments held in securitized financial instruments or in structured transactions in which we have an interest. We consider these potential exposures as part of our ongoing enterprise risk management processes.
Fair Value Measurements of Assets and Liabilities
As described in Item 1, Note 4, "Fair Value Measurements," to the Unaudited Consolidated Financial Statements included herein, we have provided required disclosures by level within the fair value hierarchy of the Company’s assets and liabilities that are carried at fair value, including valuation methodologies.

89



Level 3 Assets and Liabilities (Excluding Life Funds Withheld Assets)
See Item 1, Note 4, "Fair Value Measurements," of the Unaudited Consolidated Financial Statements included herein, for a description of the valuation methodology utilized to value Level 3 assets and liabilities, how the valuation methodology is validated, an analysis of the change in fair value of Level 3 assets and liabilities, as well as further details associated with various assets classified as Level 3. As of September 30, 2016, we did not have any liabilities that were carried at fair value based on Level 3 inputs other than derivative instruments in a liability position as of September 30, 2016.
As of September 30, 2016, the fair value of total assets and liabilities carried at fair value, the fair value of Level 3 assets and liabilities and the percentage of Level 3 assets to our total assets by class and liabilities that are carried at fair value were as follows:
(U.S. dollars in thousands)
Total Assets
and Liabilities
Carried at
Fair Value at
September 30, 2016
 
Fair Value
of Level 3
Assets and
Liabilities
 
Level 3 Assets
and Liabilities
as a Percentage
of Total Assets
and Liabilities
Carried at Fair
Value, by Class
Assets
 

 
 

 
 

Fixed maturities, at fair value
 

 
 

 
 

U.S. Government and Government Agency-Related/Supported
$
3,933,359

 
$
43,650

 
1.1
%
Corporate - Financials
3,778,344

 
10,207

 
0.3
%
Corporate - Non-Financials
6,898,869

 
79

 
%
RMBS – Agency
4,591,774

 

 
%
RMBS – Non-Agency
285,927

 

 
%
CMBS
296,104

 
101

 
%
CDOs
141,281

 
141,281

 
100.0
%
Other asset-backed securities
973,170

 
1,130

 
0.1
%
U.S. States and political subdivisions of the States
2,598,854

 

 
%
Non-U.S. Sovereign Government, Supranational and Government-Related
5,642,141

 

 
%
Total Fixed maturities, at fair value
$
29,139,823

 
$
196,448

 
0.7
%
Equity securities, at fair value
1,038,165

 

 
%
Short-term investments, at fair value
652,772

 

 
%
Total investments AFS
$
30,830,760

 
$
196,448

 
0.6
%
Cash equivalents (1)
1,730,661

 

 
%
Other investments (2)
740,556

 
212,754

 
28.7
%
Other assets (3)
55,494

 
18,683

 
33.7
%
Total assets carried at fair value
$
33,357,471

 
$
427,885

 
1.3
%
Liabilities
 

 
 

 
 

Financial instruments sold, but not yet purchased (4)
$

 
$

 
%
Other liabilities (5)
43,114

 
18,640

 
43.2
%
Total liabilities carried at fair value
$
43,114

 
$
18,640

 
43.2
%
____________
(1)
Cash equivalents balances subject to fair value measurements include certificates of deposit and money market funds.
(2)
Excluded from Other investments balances are $378.4 million at September 30, 2016 measured using Net Asset Value. Based on new accounting guidance, these investments are excluded from the hierarchy table. In addition, the Other investments balance excludes certain structured transactions including certain investments in project finance transactions and a payment obligation that are carried at amortized cost, which totaled $142.0 million at September 30, 2016. For further information, see Item 8, Note 8, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015
(3)
Other assets include derivative instruments, reported on a gross basis.
(4)
Financial instruments sold, but not yet purchased, are included within "Payable for investments purchased" on the balance sheets.
(5)
Other liabilities include derivative instruments, reported on a gross basis.

90



Unpaid Losses and Loss Expenses
We establish reserves to provide for estimated claims, the general expenses of administering the claims adjustment process and losses incurred but not reported. These reserves are calculated using actuarial and other reserving techniques to project the estimated ultimate net liability for losses and loss expenses. Our reserving practices and the establishment of any particular reserve reflect our judgment concerning sound financial practice and do not represent any admission of liability with respect to any claims made against us.
Gross unpaid losses and loss expenses totaled $26.2 billion and $25.4 billion as of September 30, 2016 and December 31, 2015, respectively. The table below represents a reconciliation of our P&C unpaid losses and loss expenses for the nine months ended September 30, 2016:
(U.S. dollars in thousands)
Gross unpaid
losses and
loss
expenses
 
Unpaid
losses and
loss
expenses
recoverable
 
Net
unpaid losses
and loss
expenses
Balance at December 31, 2015
$
25,439,744

 
$
(5,248,905
)
 
$
20,190,839

Losses and loss expenses incurred
5,807,953

 
(1,303,464
)
 
4,504,489

Losses and loss expenses (paid) / recovered
(4,958,103
)
 
1,126,457

 
(3,831,646
)
Loss reserves acquired
139,621

 
(36,922
)
 
102,699

Foreign exchange and other
(258,832
)
 
(7,314
)
 
(266,146
)
Balance at September 30, 2016
$
26,170,383

 
$
(5,470,148
)
 
$
20,700,235

While we regularly review the adequacy of established reserves for unpaid losses and loss expenses, no assurance can be given that actual claims made and payments related thereto will not be in excess of the amounts reserved. In the future, if such reserves develop adversely, such deficiency would have a negative impact on future results of operations. For further discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates - 1) Unpaid Loss and Loss Expenses and Unpaid Loss and Loss Expenses Recoverable," and Note 11, "Losses and Loss Expenses," to the Consolidated Financial Statements included in Items 7 and 8, respectively, in our Annual Report on Form 10-K for the year ended December 31, 2015.
Unpaid Losses and Loss Expenses Recoverable and Reinsurance Balances Receivable
In the normal course of business, we seek to reduce the potential amount of loss arising from claims events by reinsuring certain levels of risk assumed in various areas of exposure with other insurers or reinsurers. While reinsurance agreements are designed to limit our losses from large exposures and permit recovery of a portion of direct unpaid losses, reinsurance does not relieve our ultimate liability to the insureds. Accordingly, the losses and loss expense reserves on the balance sheets represent our total unpaid gross losses. Unpaid losses and loss expense recoverable relates to estimated reinsurance recoveries on the unpaid loss and loss expense reserves.
The table below presents our net paid and unpaid losses and loss expenses recoverable and reinsurance balances receivable:
(U.S. dollars in thousands)
September 30, 2016
 
December 31, 2015
Reinsurance balances receivable
$
545,264

 
$
439,934

Reinsurance recoverable on future policy benefits (excluding balances related to the GreyCastle Life Retro Arrangements)
11,734

 
13,801

Reinsurance recoverable on unpaid losses and loss expenses
5,526,259

 
5,309,782

Bad debt reserve on unpaid losses and loss expenses recoverable and reinsurance balances receivable
(77,032
)
 
(82,145
)
Net paid and unpaid losses and loss expenses recoverable and reinsurance balances receivable
$
6,006,225

 
$
5,681,372


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LIQUIDITY AND CAPITAL RESOURCES
Liquidity is a measure of our ability to generate sufficient cash flows to meet the short- and long-term cash requirements of our business operations. As a global insurance and reinsurance company, one of our principal responsibilities to clients is to ensure that we have ready access to funds with which to settle claims, including large or multiple unforeseen claims. We would generally expect that positive cash flow from operations (underwriting activities and investment income) will be sufficient to cover cash outflows under most future loss scenarios. However, there is a possibility that unforeseen demands could be placed on us due to extraordinary events and, as such, our liquidity needs may change. Such events include, among other things: several significant catastrophes occurring in a relatively short period of time resulting in material incurred losses; rating agency downgrades of our core insurance and reinsurance subsidiaries that would require posting of collateral in connection with our letter of credit and revolving credit facilities; the return of unearned premiums and/or the settlement of derivative transactions and large scale uncollectible reinsurance recoverables on paid losses (as a result of coverage disputes, reinsurers' credit problems or decreases in the value of collateral supporting reinsurance recoverables). Any one or a combination of such events may cause a liquidity strain for us. In addition, a liquidity strain could also occur when there is illiquidity in financial markets, such as that which was experienced in 2008. Investments that may be used to meet liquidity needs in the event of a liquidity strain may not be liquid due to inactive markets, or may have to be sold at a significant loss as a result of depressed prices. Because each subsidiary focuses on a more limited number of specific product lines than is collectively available from the consolidated group of companies, the mix of business tends to be less diverse at the subsidiary level. As a result, the probability of a liquidity strain, as described above, may be greater for individual subsidiaries than when liquidity is assessed on a consolidated basis. If such a liquidity strain were to occur in a subsidiary, XL-Bermuda (the successor to XL-Ireland as parent company as a result of the Redomestication) may be required to contribute capital to the particular subsidiary and/or curtail dividends from the subsidiary that would otherwise support holding company operations and dividend payments, which may be difficult given that XL-Bermuda, like XL-Ireland, is a holding company and has limited liquidity.
A downgrade below "A-" of our principal insurance and reinsurance subsidiaries by either S&P or A.M. Best, which is three notches below the current S&P financial strength rating of "A+" (Stable) and two notches below the A.M. Best financial strength rating of "A" (Stable) of these subsidiaries, may trigger cancellation provisions in a significant amount of our assumed reinsurance agreements and may potentially require us to return unearned premiums to cedants. In addition, due to collateral posting requirements under our letter of credit and revolving credit facilities, such a downgrade may require the posting of cash collateral in support of certain "in use" portions of these facilities. Specifically, a downgrade below "A-" by A.M. Best would constitute an event of default under our two largest credit facilities and may trigger such collateral requirements. In certain limited instances, such downgrades may require that we return cash or assets to counterparties or to settle derivative and/or other transactions with the respective counterparties. See Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2015.
Holding Company Liquidity
As holding companies, XL-Bermuda and XL-Cayman have no operations of their own and their assets consist primarily of investments in subsidiaries. XL-Bermuda's principal uses of liquidity are share-related transactions, including dividend payments to holders of its common shares as well as share buybacks, acquisition activity, capital investments in its subsidiaries and certain corporate operating expenses. XL-Cayman's principal uses of liquidity are preference share related transactions, including dividend payments to its preference shareholders as well as preference share buybacks from time to time, interest and principal payments on debt, dividends to its parent company and certain corporate operating expenses.
XL-Bermuda's future cash flows largely depend on the availability of dividends or other permissible payments from subsidiaries to make principal and interest payments on debt, to pay operating expenses and common shareholder dividends, to make capital investments in subsidiaries and to pay other obligations that may arise from time to time. The ability of our subsidiaries to pay dividends to us or return capital from shareholders' equity is limited by applicable laws and regulations of the various jurisdictions in which we operate, certain additional required regulatory approvals and financial covenants contained in our letters of credit and revolving credit facilities. The payment of dividends by our principal operating subsidiaries is regulated under the laws of various jurisdictions including Bermuda, the U.K., Ireland and Switzerland, certain insurance statutes of various states in the United States in which the principal operating subsidiaries are licensed to transact business, the other jurisdictions where we have regulated subsidiaries and regulations of the Society of Lloyd's. See Item 8, Note 23, "Statutory Financial Data," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for further discussion and details regarding the dividend capacity of our major operating subsidiaries. See also Item 1A, "Risk Factors - Our holding company structure and certain regulatory and other constraints affect our ability to pay dividends, make payments on our debt securities and make other payments," included in our Annual Report on Form 10-K for the year ended December 31, 2015. No assurance can be given that our subsidiaries will pay dividends in the future to XL-Bermuda and XL-Cayman.

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Under Bermuda law, XL-Bermuda is required to pay cash dividends from contributed surplus. As of September 30, 2016, XL-Bermuda had $8.2 billion in contributed surplus.
All of our outstanding debt as of September 30, 2016 was issued by XL-Cayman. The ability of XL-Cayman, like that of XL-Bermuda, to obtain funds from its subsidiaries to satisfy any of its debts, including obligations under guarantees, is subject to certain contractual restrictions, applicable laws and statutory requirements of the various countries in which we operate, including, among others, Bermuda, the United States, Ireland, Switzerland and the United Kingdom. For details of the required statutory capital and surplus for our principal operating subsidiaries, see Item 8, Note 23, "Statutory Financial Data," included in our Annual Report on Form 10-K for the year ended December 31, 2015. See also the Unaudited Consolidated Statements of Cash Flows in Item 1, Financial Statements included herein.
We believe that we have adequate capital resources in the aggregate, and that our subsidiaries have the ability to produce sufficient cash flows, to meet expected claims payments and operational expenses and to provide dividend payments to XL-Cayman and XL-Bermuda. In turn, we anticipate that we will have adequate capital resources, or the access to capital resources, to meet our obligations, including but not limited to dividend payments to our shareholders, interest payments on our senior and subordinated notes and other liabilities as they come due.
Sources of Liquidity
As of September 30, 2016 and December 31, 2015, on a consolidated basis we had cash and cash equivalents of approximately $3.4 billion and $3.3 billion, respectively. We have three main sources of cash flows - those provided (used) by operating activities, investing activities and financing activities:
(U.S. dollars in thousands)
September 30, 2016
 
September 30, 2015
Operating activities
$
649,611

 
$
509,500

Investing activities
$
727,619

 
$
(33,396
)
Financing activities
$
(1,228,560
)
 
$
396,912

Effects of exchange rate changes on foreign currency cash
$
(11,629
)
 
$
(54,760
)
Operating Cash Flows
Historically, cash receipts from operations that are typically derived from the receipt of investment income on our investment portfolio as well as the net receipt of premiums less claims and expenses related to our underwriting activities have generally provided sufficient funds to pay losses as well as operating expenses of our subsidiaries and to fund dividends payable by our subsidiaries to XL-Bermuda and XL-Cayman. Our operating subsidiaries provide liquidity in that premiums are generally received months or even years before losses are paid under the policies related to such premiums. Premiums and acquisition expenses are settled based on terms of trade as stipulated by an underwriting contract, and generally are received within the first year of inception of a policy when the premium is written, but can be up to three years on certain reinsurance business assumed. Operating expenses are generally paid within a year of being incurred. Claims, especially for the casualty business, may take a much longer time before they are reported and ultimately settled, requiring the establishment of reserves for unpaid losses and loss expenses. Therefore, the amount of claims paid in any one year is not necessarily related to the amount of net losses incurred in that year, as reported in the consolidated statement of income.
During the nine months ended September 30, 2016, net cash flows provided by operating activities was $649.6 million compared to net cash flows provided by operating activities of $509.5 million for the same period in 2015. The increase is mainly a due to lower operating expenses and acquisition costs during the year, as well as lower claim payments during the nine months ended September 30, 2016 compared to the same period in 2015.
Investing Cash Flows
Generally, positive cash flow from operations and financing activities is invested in our investment portfolio, including affiliates or the acquisition of subsidiaries.
Net cash provided by investing activities was $727.6 million in the nine months ended September 30, 2016 compared to net cash used of $33.4 million for the same period in 2015. The increase in cash flow is mainly attributable to favorable proceeds from the sale and redemptions of fixed maturities and short-term investments compared to purchases, combined with the effect of the Catlin Acquisition in 2015. The increase was partially offset by the purchase of Allied, net of acquired cash, as noted in Item 1, Note 3(c), "Acquisitions and Disposals - Allied Acquisition," to the Unaudited Consolidated Financial Statements included herein as well as the effect of the sale of our operating affiliate, ARX, in 2015 as noted in Item 1, Note 3(f), "Acquisitions and Disposals - Sale of Strategic Operating Affiliate, to the Unaudited Consolidated Financial Statements included herein.

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As further outlined in Item 1, Note 6, "Investments," to the Unaudited Consolidated Financial Statements included herein, certain assets of the investment portfolio are pledged as collateral under our letter of credit facilities and for other purposes. As of September 30, 2016 and December 31, 2015, the Company had $19.5 billion and $18.3 billion in pledged assets, respectively. Of these pledged assets, we have determined in accordance with the accounting policy outlined in Item 8, Note 2(i), "Significant Accounting Policies - Cash Equivalents," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 that cash in the amount of $150.1 million as of September 30, 2016 is restricted and has been disclosed as such in our consolidated balance sheet.
Financing Cash Flows
Cash flows related to financing activities include common share-related transactions, the payment of dividends, the issue or repayment of XL-Cayman's preference ordinary shares, the issue or repayment of debt and deposit liability transactions. During the nine months ended September 30, 2016, net cash flows used in financing activities was $1.2 billion, mainly due to share buybacks, as well as dividends paid to common shareholders and distributions to non-controlling interests. See "Other Key Focuses of Management - Capital Management" for information regarding share buyback activity.
In addition, the Company maintains credit facilities that provide liquidity. Details of these facilities are described below in "Capital Resources."
Capital Resources
As of September 30, 2016 and December 31, 2015, we had total shareholders' equity of $13.6 billion and $13.7 billion, respectively. In addition to common share capital, we depend on external sources of financing to support our underwriting activities in the form of:
debt;
XL-Cayman and Catlin Insurance Company Ltd. ("Catlin-Bermuda") preference shares;
letter of credit facilities and other sources of collateral; and
revolving credit facilities.
In particular, we require, among other things:
sufficient capital to maintain our financial strength and credit ratings, as issued by several ratings agencies, at levels considered necessary by management to enable our key operating subsidiaries to compete;
sufficient capital to enable our regulated subsidiaries to meet the regulatory capital levels required in the United States, the U.K., Bermuda, Ireland, Switzerland and other key markets;
letters of credit and other forms of collateral that are required to be posted or deposited, as the case may be, by our operating subsidiaries that are "non-admitted" under U.S. state insurance regulations in order for the U.S. cedant to receive statutory credit for reinsurance. We also use letters of credit to support our operations at Lloyd's; and
revolving credit facilities to meet short-term liquidity needs.
The following risks are associated with our requirement to renew or obtain new credit facilities:
the credit available from banks may be reduced due to market conditions resulting in our need to pledge our investment portfolio to customers, which could result in a lower investment yield;
we may be downgraded by one or more rating agencies, which could materially and negatively impact our business, financial condition, results of operations and/or liquidity; and
the volume of business that our subsidiaries that are not admitted in the United States are able to transact could be reduced if we are unable to obtain letter of credit facilities at an appropriate amount.
Consolidation within the banking industry may result in the reduction of the aggregate amount of credit provided to us. We attempt to mitigate this risk by identifying and/or selecting additional banks that can participate in the credit facilities upon renewal. See Item 1A, "Risk Factors - We may require additional capital in the future, which may not be available to us on satisfactory terms, on a timely basis or at all," included in our Annual Report on Form 10-K for the year ended December 31, 2015.

94



The following table summarizes the components of our current capital resources:
(U.S. dollars in thousands)
September 30, 2016
 
December 31, 2015
Non-controlling interests - Series D preference ordinary shares of XL-Cayman
$
345,000

 
$
345,000

Non-controlling interests - Series E preference ordinary shares of XL-Cayman
999,500

 
999,500

Non-controlling interests - preference shares of Catlin-Bermuda
562,285

 
562,285

Non-controlling interests - Other
73,929

 
70,599

Common share capital
11,612,166

 
11,677,079

Total ordinary shares and non-controlling interests
$
13,592,880

 
$
13,654,463

Notes payable and debt
2,647,000

 
2,644,970

Total
$
16,239,880

 
$
16,299,433

Common Share Capital
The following table reconciles the opening and closing common share capital positions as follows:
(U.S. dollars in thousands)
September 30, 2016
 
December 31, 2015
Common shareholders’ equity – beginning of period
$
11,677,079

 
$
10,033,751

Net income (loss) attributable to common shareholders
136,268

 
1,207,152

Share buybacks
(906,137
)
 
(468,971
)
Share issuances
5,773

 
1,861,538

Common share dividends
(170,172
)
 
(211,814
)
Change in accumulated other comprehensive income
833,189

 
(797,842
)
Share-based compensation and other
36,166

 
53,265

Common shareholders’ equity – end of period
$
11,612,166

 
$
11,677,079

Preferred Shares - Non-controlling Interest in Equity of Consolidated Subsidiaries
The Series D preference ordinary shares and the Series E preference ordinary shares were issued by XL-Cayman. As a result of the Catlin Acquisition, we also acquired the preference shares issued by Catlin-Bermuda. Accordingly, these instruments represent non-controlling interests in our consolidated financial statements and are presented as non-controlling interest in equity of consolidated subsidiaries. As of both September 30, 2016 and December 31, 2015, the face values of the outstanding Series D and Series E preference ordinary shares were $345.0 million and $999.5 million, respectively. The value of the preference shares issued by Catlin-Bermuda as of September 30, 2016 was $562.3 million.
Debt
The following tables present our debt under outstanding securities and lenders' commitments as of September 30, 2016:
 
 
 
 
 
 
 
Payments Due by Period
(U.S. dollars in thousands)
Commitment/
Debt (1)
 
In Use/
Outstanding (2)
 
Year of
Expiry
 
Less than
1 Year
 
1 to 3
Years
 
3 to 5
Years
 
After 5
Years
2.30% Senior Notes
300,000

 
298,518

 
2018
 

 
300,000

 

 

5.75% Senior Notes
400,000

 
397,846

 
2021
 

 

 

 
400,000

6.375% Senior Notes
350,000

 
349,111

 
2024
 

 

 

 
350,000

4.45% Subordinated Notes
500,000

 
493,127

 
2025
 

 

 

 
500,000

6.25% Senior Notes
325,000

 
323,336

 
2027
 

 

 

 
325,000

5.25% Senior Notes
300,000

 
296,394

 
2043
 

 

 

 
300,000

5.5% Subordinated Notes
500,000

 
488,668

 
2045
 

 

 

 
500,000

Total
$
2,675,000

 
$
2,647,000

 
 
 
$

 
$
300,000

 
$

 
$
2,375,000

_______________
(1)    Excluded from this table are credit facilities under which we are permitted to utilize up to $1.1 billion and $1.4 billion as of September 30, 2016 and December 31, 2015, respectively, for revolving loans to support general operating and financial needs. As of September 30, 2016 and December 31, 2015, $501.5 million and $527.1 million, respectively, were utilized under these facilities as letters of credit, leaving $598.5 million and $822.9 million, respectively, available to support other operating and financing needs.
(2)    "In Use/Outstanding" data represent September 30, 2016 accreted values. "Payments Due by Period" data represents ultimate redemption values.

95



In addition, see Item 8, Note 14, "Notes Payable and Debt and Financing Arrangements," to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for further information.
As of September 30, 2016, outstanding debt held by investors consisted of senior and subordinated unsecured notes of approximately $2.6 billion issued by XL-Cayman, the majority of which is now guaranteed by XL-Bermuda as indicated below. In connection with the Redomestication and XL-Ireland's distribution of the ordinary shares of XL-Cayman to XL-Bermuda, on August 3, 2016, XL-Ireland was released as a guarantor under each of the applicable indentures pursuant to which the notes were issued, including as guarantor of the obligations of XL-Cayman under the outstanding notes issued pursuant to such indentures.These notes require XL-Cayman to pay a fixed rate of interest during their terms. As of September 30, 2016, the outstanding issues of unsecured notes are as follows:
$300 million senior notes due December 2018, with a fixed coupon of 2.30%. The notes are listed on the New York Stock Exchange and are guaranteed by XL-Bermuda. The notes were issued at 99.69% of the face amount and net proceeds were $296.6 million. Related expenses of the offering amounted to $2.5 million.
$400 million senior notes due October 2021, with a fixed coupon of 5.75%. The notes are listed on the New York Stock Exchange and are guaranteed by XL-Bermuda. The notes were issued at 100.0% of the face amount and net proceeds were $395.7 million. Related expenses of the offering amounted to $4.3 million.
$350 million senior notes due November 2024, with a fixed coupon of 6.375%. The notes are publicly traded. The notes were issued at 100.0% of the face amount and net proceeds were $347.8 million. Related expenses of the offering amounted to $2.2 million.
$500 million subordinated notes due March 2025, with a fixed coupon of 4.45%. The notes are listed on the New York Stock Exchange and are guaranteed by XL-Bermuda. The notes were issued at 99.633% of the face amount and net proceeds were $492.2 million. Related expenses of the offering amounted to $5.9 million.
$325 million senior notes due May 2027, with a fixed coupon of 6.25%. The notes are publicly traded. The notes were issued at 99.805% of the face amount and net proceeds were $321.9 million. Related expenses of the offering amounted to $2.5 million.
$300 million senior notes due December 2043, with a fixed coupon of 5.25%. The notes are listed on the New York Stock Exchange and are guaranteed by XL-Bermuda. The notes were issued at 99.77% of the face amount and net proceeds were $296.0 million. Related expenses of the offering amounted to $3.3 million.
$500 million subordinated notes due March 2045, with a fixed coupon of 5.5%. The notes are listed on the New York Stock Exchange and are guaranteed by XL-Bermuda. The notes were issued at 99.115% of the face amount and net proceeds were $488.4 million. Related expenses of the offering amounted to $7.2 million.
As a result of the Allied Acquisition described in Item 1, Note 3(c), "Acquisitions and Disposals - Allied Acquisition," to the Unaudited Consolidated Financial Statements included herein, the Company assumed and redeemed on June 15, 2016, $8.2 million of trust preferred securities, due in 2035 and bearing a floating interest rate, adjustable quarterly, at three-month LIBOR plus 3.75%.

96



Letter of Credit Facilities and other sources of collateral
As of September 30, 2016, we had fifteen letter of credit ("LOC") facilities in place with total availability of $4.0 billion, of which $2.5 billion was utilized.
(U.S. dollars in thousands)
 
 
 
 
 
 
Amount of Commitment Expiration by Period
Facility Name (1)
Commitment/
Debt
 
In Use/
Outstanding
 
Year of
Expiry
 
Less than
1 Year
 
1 to 3
Years
 
3 to 5
Years
 
After 5
Years
2013 Citi Facility
$
100,000

 
$
100,000

 
2016
 
$
100,000

 
$

 
$

 
$

2015 Citi Facility
250,000

 
245,000

 
2017
 

 
250,000

 

 

Goldman Facility
200,000

 
200,000

 
2017
 

 
200,000

 

 

FAL Facility I
125,000

 
125,000

 
2019
 

 

 
125,000

 

FAL Facility II
125,000

 
125,000

 
2019
 

 

 
125,000

 

FAL Facility III
125,000

 
125,000

 
2019
 

 

 
125,000

 

FAL Facility IV
125,000

 
125,000

 
2019
 

 

 
125,000

 

Syndicated Unsecured Facility
750,000

 
156,515

 
2021
 

 

 
750,000

 

Syndicated Secured Facility
750,000

 
661,863

 
2021
 

 

 
750,000

 

CICL Facility
230,000

 
158,231

 
 Continuous
 

 

 

 
230,000

Citi EU Facility
600,000

 
90,423

 
Continuous
 

 

 

 
600,000

London Market Facility
250,000

 
118,551

 
Continuous
 

 

 

 
250,000

ING Facility
150,000

 
47,000

 
Continuous
 

 

 

 
150,000

CRCH Facility
200,000

 
192,997

 
Continuous
 

 

 

 
200,000

Syndicate 2003 Facility
11,806

 
11,806

 
Continuous
 

 

 

 
11,806

Total LOC facilities (2)
$
3,991,806

 
$
2,482,386

 
 
 
$
100,000

 
$
450,000

 
$
2,000,000

 
$
1,441,806

____________
(1)
Terms used in this table are defined in the discussion below.
(2)
As of September 30, 2016, the portion of the total credit facilities permitted to be utilized for revolving loans was $1.1 billion. However, $501.5 million of this allowable portion was utilized to issue letters of credit, leaving $598.5 million available either to issue additional letters of credit or to support other operating or financing needs under these particular facilities.
In November 2015, we entered into four bilateral unsecured credit agreements, each providing for $125 million of letters of credit for Funds at Lloyd’s purposes ("FAL Facility I," "FAL Facility II," "FAL Facility III," and "FAL Facility IV" in the table above, and collectively, the "FAL Facilities") for an aggregate amount of $500 million. Each of the FAL Facilities expires in 2019. The FAL Facilities replaced four unsecured bilateral facilities available for utilization by Catlin-Bermuda for Funds at Lloyd's purposes that we terminated in November 2015. XL-Bermuda guarantees the Company's obligations under the FAL Facilities.
On June 10, 2015, XL-Cayman entered into the fifth amendment to the credit agreement with Citicorp USA, Inc., as administrative agent and issuing lender, and the lenders party thereto (as amended, the "2015 Citi Facility"). The 2015 Citi Facility and a continuing agreement for standby letters of credit with Citibank, N.A. were initially entered into on May 7, 2013.
On November 4, 2013, XL-Cayman entered into a credit agreement with Citicorp USA, Inc., as administrative agent and issuing lender, and the lenders party thereto and a continuing agreement for standby letters of credit with Citibank, N.A. (the "2013 Citi Facility" and, together with the 2015 Citi Facility, the "Citi Agreements").
Collectively, the Citi Agreements and the continuing agreements for standby letters of credit provide for issuance of letters of credit and revolving credit loans in an aggregate amount of up to $350 million. XL-Cayman has the option to increase the maximum amount of letters of credit and revolving credit loans available under the Citi Agreements with the lender's and issuing lender's consent.
The commitments under the Citi Agreements expire on, and such credit facilities are available until, the earlier of (i) June 20, 2017 (with respect to the 2015 Citi Facility) and December 20, 2016 (with respect to the 2013 Citi Facility) and (ii) the date of termination in whole of the commitments upon an optional termination or reduction of the commitments by the account parties or upon the occurrence of certain events of default.
On September 8, 2015, XL-Cayman entered into a new credit agreement with Goldman Sachs Mortgage Company, as administrative agent and issuing lender, and a continuing agreement for standby letters of credit with Goldman Sachs Bank USA. On September 9, 14, and 16, 2015, XL-Cayman entered into first, second and third amendments, respectively, to such credit agreement (as amended, the Goldman Facility").

97



The Goldman Facility and the continuing agreement for standby letters of credit provide for the issuance of letters of credit in an aggregate amount of up to $200 million. XL-Cayman has the option to increase the maximum amount of letters of credit available under the Goldman Facility with the lender's and issuing lender's consent.
The commitments under the Goldman Facility expire on, and such credit facility is available until, the earlier of (i) September 20, 2017 and (ii) the date of termination in whole of the commitments upon an optional termination or reduction of the commitments by the account parties or upon the occurrence of certain events of default.
On December 30, 2014, we reduced the capacity available under a continuous letter of credit facility between XL Bermuda Ltd. ("XLB ") and Citibank Europe plc (the "Citi E.U. Facility") from $750 million to $600 million simultaneous with XLB entering into a continuous $150 million letter of credit facility with ING Bank N.V., London Branch (the "ING Facility"). Both the Citi E.U. Facility and the ING Facility are collateralized by pledged financial assets.
On August 5, 2016, the Company entered into (a) a new secured credit agreement that provides for the issuance of letters of credit up to $750 million (the "Syndicated Secured Facility") and (b) a new unsecured credit agreement that provides for the issuance of letters of credit and revolving credit loans up to $750 million (the "Syndicated Unsecured Facility"). The Company has the option to increase the maximum amount of letters of credit available under the facilities by an additional $500 million in aggregate across the facilities under the Credit Agreements. In connection with the Syndicated Credit Agreements, the Company's prior syndicated credit agreements, as well as certain related security arrangements were terminated.
The availability of letters of credit under the Syndicated Secured Facility is subject to a borrowing base requirement, determined on the basis of specified percentages of the face value of eligible categories of assets varying by type of collateral. In the event that such credit support is insufficient, we could be required to provide alternative security to cedants. This could take the form of insurance trusts supported by our investment portfolio or funds withheld (amounts retained by ceding companies to collateralize loss or premium reserves) using our cash resources or combinations thereof. The face amount of letters of credit required is driven by, among other things, loss development of existing reserves, the payment pattern of such reserves, the expansion of business written by us and the loss experience of such business.
We have $250 million of available capacity pursuant to a continuous credit agreement between XLB and Citibank N.A. that is collateralized by pledged financial assets (the "London Market Facility").
As a result of the Catlin Acquisition, we assumed, and may continue to access, the following letter of credit facilities:
A bilateral facility pursuant to a continuous credit agreement, available for utilization by Catlin-Bermuda, collateralized by pledged financial assets (the "CICL Facility"). As of September 30, 2016, $230 million of capacity was available under this facility.
A bilateral facility pursuant to a continuous credit agreement, available for utilization by Catlin Re Switzerland Ltd ("CRCH"), collateralized by pledged financial assets (the "CRCH Facility"). As of September 30, 2016, $200 million of capacity was available under this facility.
A facility managed by Lloyd's, acting for Catlin Syndicate 2003 (the "Syndicate 2003 Facility"). As of September 30, 2016, $12 million of letters of credit were issued under this facility.
In addition to letters of credit, we have established insurance trusts in the U.S. that provide cedants with statutory credit for reinsurance under state insurance regulation in the U.S.
We review current and projected collateral requirements on a regular basis, as well as new sources of collateral. Our objective is to maintain an excess amount of collateral sources over expected uses. We also review our liquidity needs on a regular basis.


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ITEM 3.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
The following risk management discussion and the estimated amounts generated from the sensitivity and value-at-risk ("VaR") analyses presented in this document are forward-looking statements of market risk assuming certain adverse market conditions occur. Actual results in the future may differ materially from these estimated results due to, among other things, actual developments in the global financial markets and changes in the composition of our investment portfolio. The results of analysis used by us to assess and mitigate risk should not be considered projections of future events of losses. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - General - Cautionary Note Regarding Forward-Looking Statements."
As described in Item 1, Note 1, "Basis of Preparation and Consolidation," to the Unaudited Consolidated Financial Statements included herein, in connection with the GreyCastle Life Retro Arrangements, the Life Funds Withheld Assets are managed pursuant to agreed upon investment guidelines that meet the contractual commitments of our ceding companies and applicable laws and regulations. All of the investment results associated with the Life Funds Withheld Assets ultimately accrue to GCLR. Because we no longer share in the risks and rewards of the underlying performance of the supporting invested assets, quantitative and qualitative disclosures about market risk exclude the Life Funds Withheld Assets.
Market risk represents the potential for loss due to adverse changes in the fair value of financial and other instruments. We are principally exposed to the following market risks: interest rate risk, foreign currency exchange rate risk, credit risk, equity price risk and other related market risks.
The majority of our market risk arises from the investment portfolio, which consists of fixed income securities, hedge fund investments, public equities, private investments (including funds), derivatives, other investments and cash, denominated in both U.S. and foreign currencies, which are sensitive to changes in interest rates, credit spreads, equity prices, foreign currency exchange rates and other related market risks. Our fixed income and equity securities are generally classified as available-for-sale ("AFS"), and, as such, changes in interest rates, credit spreads on corporate and structured securities, equity prices, foreign currency exchange rates or other related market instruments will have an immediate effect on comprehensive income and shareholders' equity but will not ordinarily have an immediate effect on net income. Nevertheless, changes in interest rates, credit spreads and defaults, equity prices and other related market instruments affect consolidated net income when, and if, a security is sold or impaired as well as through ongoing reinvestment of cash.
We may enter into derivatives to reduce risk or enhance portfolio efficiency. For example, we may use derivatives to hedge foreign exchange and interest rate risk related to our consolidated net exposures or to efficiently gain exposure to investments that are eligible under our investment policy. From time to time, we may also use instruments such as futures, options, interest rate swaps, total return swaps, credit default swaps and swaptions, and foreign currency forward contracts to manage the risk of interest rate changes, credit deterioration, foreign currency exposures, and other market related exposures as well as to obtain exposure to a particular financial market. We seek to manage the risks associated with the use of derivatives through our Authorities Framework. Derivative instruments are carried at fair value with the resulting changes in fair value recognized in income in the period in which they occur. For further information, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Interest Rate Risk (Excluding Life Funds Withheld Assets)
Interest rate risk is the price sensitivity of a fixed income security to changes in interest rates. Our fixed income portfolio is exposed to interest rate risk. Our liabilities are accrued at a static rate from an accounting standpoint. However, management considers the liabilities to have an economic exposure to interest rate risk and manages the net economic exposure to interest rate risk considering both assets and liabilities. Interest rate risk is managed within the context of our Strategic Asset Allocation ("SAA") process by specifying a SAA benchmark relative to the estimated duration of our liabilities and managing the fixed income portfolio relative to the benchmarks such that the overall economic effect of interest rate risk is within management's risk tolerance. Nevertheless, we remain exposed to interest rate risk with respect to our overall net asset position and more generally from an accounting standpoint since the assets are carried at fair value, while liabilities are accrued at a static rate. We may utilize derivative instruments via an interest rate overlay strategy to manage or optimize our duration and curve exposures.
In addition, while our debt is not carried at fair value and not adjusted for market changes, changes in market interest rates could have an impact on debt values at the time of any refinancing.

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Foreign Currency Exchange Rate Risk (Excluding Life Funds Withheld Assets)
Many of our non-U.S. subsidiaries maintain both assets and liabilities in local currencies; therefore, foreign exchange risk is generally limited to net assets denominated in foreign currencies.
Foreign currency exchange rate gains and losses in our consolidated Statements of Income arise for accounting purposes when net assets or liabilities are denominated in foreign currencies that differ from the functional currency of those subsidiaries. While unrealized foreign exchange gains and losses on underwriting balances are reported in earnings, the offsetting unrealized gains and losses on invested assets are recorded as a separate component of shareholders' equity, to the extent that the asset currency does not match that entity's functional currency. This results in an accounting mismatch that will result in foreign exchange gains or losses in the consolidated statements of income depending on the movement in certain currencies. We have formed several branches with Euro and British Pound Sterling functional currencies and continue to focus on attempting to limit exposure to foreign currency exchange rate risk.
Foreign currency exchange rate risk in general is reviewed as part of our risk management framework. Within the asset liability framework for the investment portfolio, we pursue a general policy of holding the assets and liabilities in the same currency and, as such, we are not generally exposed to the risks associated with foreign exchange movements within the investment portfolio, as currency impacts on the assets are generally matched by corresponding impacts on the related liabilities. However, locally-required capital levels are invested in local currencies in order to satisfy regulatory requirements and to support local insurance operations and are not matched by related liabilities. Foreign exchange contracts within the investment portfolio may be utilized to manage individual portfolio foreign exchange exposures, subject to investment management service providers' guidelines established by management. Where these contracts are not designated as specific hedges for financial reporting purposes, we record realized and unrealized gains and losses in income in the period in which they occur. These contracts generally have maturities of three months or less. We may also attempt to manage the foreign exchange volatility arising on certain transactions denominated in foreign currencies. These include, but are not limited to, premiums receivable, reinsurance contracts, claims payable and investments in subsidiaries.
The principal currencies creating our foreign exchange risk are the British Pound Sterling, the Euro, the Swiss Franc and the Canadian dollar. The following table provides more information on our net exposures to these principal foreign currencies as of September 30, 2016 and December 31, 2015:
(Foreign currency in millions)
September 30, 2016
 
December 31, 2015
Euro
81.4

 
25.6

British Pound Sterling
(23.3
)
 
(34.6
)
Swiss Franc
(3.7
)
 
(11.5
)
Canadian dollar
167.9

 
293.9

Credit Risk (Excluding Life Funds Withheld Assets)
Credit risk relates to the uncertainty of an obligor's continued ability to make timely payments in accordance with the contractual terms of the instrument or contract. We are exposed to direct credit risk within our investment portfolio, through general counterparties, including customers and reinsurers, and through certain underwriting activities that include, but are not limited to, surety, workers' compensation, environmental and political risk and trade credit.
We have an established credit risk governance process delegated to the Credit Risk Committee. The governance process is designed to ensure that transactions and activities, individually and in the aggregate, are carried out within established risk tolerances. This process also recognizes the potential for clash event risk (which covers a number of substantially similar claims against multiple policyholders) that could arise from credit events owing to the identified credit risk embedded in certain underwriting businesses, as well as our investment activities and reinsurance relationships. In particular, certain of our underwriting activities expose us to indirect credit risk in that profitability of certain strategies can correlate with credit events at the issuer, industry or country level. We manage these risks through established underwriting policies that operate in accordance with established limit and escalation frameworks.
To manage our exposure to credit risk, we have established a credit risk framework that establishes tolerances for credit risk at various levels of granularity (counterparty, industry, country and underwriting business) and tolerances for credit risk arising from certain clash events. Credit risk capacity is allocated across our businesses and functional areas and regular reporting and aggregation activities are carried out to ensure compliance with our credit risk framework and related tolerances. Credit risk arising from credit sensitive underwriting activities is also managed via our underwriting limit framework. We manage credit risk within the investment portfolio through our Authorities Framework and established investment credit policies, which address the quality of obligors and counterparties, industry limits, and diversification requirements. Our

100



exposure to market credit spreads primarily relates to market price and cash flow variability associated with changes in credit spreads.
Our credit risk framework establishes a 1% exceedance credit clash limit at a level not to exceed approximately 25% of Adjusted Tangible Capital in order to manage the direct and indirect credit exposures arising from underwriting and non-underwriting activities that could potentially be impacted in various degrees by a systemic credit event (e.g. our investment portfolio, credit sensitive underwriting activities, unsecured exposures arising from reinsurance recoverable counterparties, brokers and other obligor counterparties). If we were to deploy the full limit, there would be a 1% probability that an event would occur during the next year that would result in a net credit clash related loss in excess of the limit. See "Other Key Focuses of Management - Risk Management" for factors we consider in setting the credit clash risk tolerance as well as for factors that could cause a deviation between estimated and actual incurred losses.
Credit Risk – Investment Portfolio (Excluding Life Funds Withheld Assets)
Credit risk in the investment portfolio is the exposure to adverse changes in the creditworthiness of individual investment holdings, issuers, groups of issuers, industries and countries. A widening of credit spreads will increase the net unrealized loss position, will increase losses associated with credit-based derivatives where we assume credit exposure, and, if issuer credit spreads increase significantly for an extended period of time or it is a period of increasing defaults, will also likely result in higher OTTI charges. All else held equal, credit spread tightening will reduce net investment income associated with new purchases of fixed maturities. In addition, market volatility can make it difficult to value certain of our securities if trading becomes less frequent. As such, valuations may include assumptions or estimates that may have significant period to period changes that could have a material adverse effect on our consolidated results of operations or financial condition. The credit spread duration in our fixed income portfolio was 3.1 years as of September 30, 2016.
We manage credit risk in the investment portfolio, including fixed income, alternative and short-term investments, through the credit research performed by investment management service providers and our internal portfolio management team. The management of credit risk in the investment portfolio is integrated in our credit risk management governance framework and the management of credit exposures and concentrations within the investment portfolio is carried out in accordance with our risk policies, philosophies, appetites, limits and risk concentrations related to the investment portfolio. In the investment portfolio, we review on a regular basis our asset concentration, credit quality and adherence to our credit limit guidelines. Any issuer over its credit limits or experiencing financial difficulties or material credit quality deterioration or potentially subject to forthcoming credit quality deterioration is placed on a watch list for closer monitoring. Where appropriate, exposures are reduced or prevented from increasing.
See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Balance Sheet Analysis - Investments (Excluding Life Funds Withheld Assets)," included herein for our aggregate fixed income portfolio credit rating in percentage terms of our aggregate fixed income portfolio as of September 30, 2016.
As of September 30, 2016 and December 31, 2015, the average credit quality of our aggregate fixed income investment portfolio was "AA." Our $14.1 billion portfolio of government and government-related, agency, sovereign and cash holdings was rated "AAA," our $10.8 billion portfolio of corporates was rated "A," and our $6.3 billion structured securities portfolio was rated "AAA."
As of September 30, 2016, the top 5 corporate sector exposures listed below represented 26.3% of the aggregate fixed income investment portfolio and 77.2% of all corporate holdings.
Top 5 Sector Exposures (1)
(U.S. dollars in millions)
 
Carrying Value
 
Percentage of
Aggregate
Fixed Income
Portfolio
Financials
 
$
3,784.0

 
12.0
%
Consumer, non-Cyclical
 
1,819.0

 
5.7
%
Industrial
 
951.0

 
3.0
%
Consumer, Cyclical
 
923.0

 
2.9
%
Utilities
 
865.0

 
2.7
%
Total
 
$
8,342.0

 
26.3
%
____________
(1)
Government-guaranteed securities and Covered Bonds have been excluded from the above figures.

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We also have exposure to credit risk associated with our mortgage-backed and asset-backed securities. The table below shows the breakdown of the $6.3 billion structured securities portfolio, of which 94.5% is AAA rated:
(U.S. dollars in millions)
Carrying Value
 
Percentage of
Structured Portfolio
RMBS - Agency
$
4,591.8

 
73.0
%
RMBS - Non-Agency
285.9

 
4.5
%
CMBS
296.1

 
4.7
%
Core CDOs (non-ABS CDOs and CLOs)
141.3

 
2.2
%
Other ABS (1)
973.2

 
15.6
%
Total
$
6,288.3

 
100.0
%
____________
(1)
Includes Covered Bonds.
Credit Risk – Other (Excluding Life Funds Withheld Assets)
Credit derivatives may be used to reduce investment risk (protect against credit spread widening) and/or for efficient portfolio management (to change credit exposure in a quick and efficient manner). The credit derivatives are recorded at fair value. For further details with respect to our exposure to credit derivatives, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, alternatives and other investment funds and other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty. In addition, with respect to secured transactions, our credit risk may be exacerbated when the collateral held by us cannot be sold or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due. We also have exposure to financial institutions in the form of unsecured debt instruments, derivative transactions, revolving credit facility and letter of credit commitments and equity investments. There can be no assurance that any such losses or impairments to the carrying value of these assets would not materially and adversely affect our business and results of operations.
With regard to unpaid losses and loss expenses recoverable and reinsurance balances receivable, we have credit risk should any of our reinsurers be unable or unwilling to settle amounts due to us; however, these exposures are not marked to market. For further information relating to reinsurer credit risk, see Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - Unpaid Losses and Loss Expenses Recoverable and Reinsurance Balances Receivable."
We are exposed to credit risk in the event of non-performance by the other parties to our derivative instruments in general; however, we do not anticipate non-performance.
Equity Price Risk (Excluding Life Funds Withheld Assets)
Equity price risk is the potential loss arising from changes in the market value of equities. Our equity investment portfolio is exposed to equity price risk. As of September 30, 2016, our equity portfolio, excluding $147.3 million of fixed income funds, was approximately $890.9 million as compared to $878.9 million at December 31, 2015. As of September 30, 2016 and December 31, 2015, our direct allocation to equity securities was 2.5% and 2.4%, respectively, of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased). We also estimate the equity risk embedded in certain hedge fund and private investments (including funds). Such estimates are derived from market exposures provided to us by certain individual fund investments and/or internal statistical analyses.

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Other Market Risks (Excluding Life Funds Withheld Assets)
Our private investments (including funds) portfolio is invested in limited partnerships and other entities that are not publicly traded. In addition to normal market risks, these positions may also be exposed to liquidity risk, risks related to distressed investments and risks specific to startup or small companies. As of September 30, 2016, our exposure to private investments (including funds), excluding unfunded commitments, was $522.7 million, representing 1.4% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) compared to $547.2 million, representing 1.5% of the investment portfolio as of December 31, 2015.
Our hedge fund investment portfolio, which is exposed to equity and credit risk as well as certain other market risks, had a total exposure of $1.7 billion representing approximately 4.6% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) as of September 30, 2016, as compared to December 31, 2015 when we had a total exposure of $1.6 billion representing approximately 4.4% of the total investment portfolio.
Our operating affiliate investment portfolio is invested in both investment managers and strategic and other affiliate investments. In addition to normal market risks, the positions may also be exposed to liquidity risk, risks related to distressed investments and risks specific to startup or small companies, which had a total exposure of $521.1 million representing approximately 1.4% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) as of September 30, 2016, as compared to December 31, 2015, when we had a total exposure of $322.0 million representing approximately 0.9% of the investment portfolio.
As noted above, we also invest in certain derivative positions that can be impacted by market value movements. For further details on derivative instruments, see Item 1, Note 7, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Sensitivity and Value-at-Risk Analysis (Excluding Life Funds Withheld Assets)
The table below summarizes our assessment of the estimated impact on the value of our investment portfolio as of September 30, 2016 associated with an immediate and hypothetical: +100bps increase in interest rates, a -10% decline in equity markets, a +100bps widening in spreads and a +10% widening in spreads. The table also reports the 95%, 1-year value-at-risks ("VaRs") for our investment portfolios as of September 30, 2016, excluding foreign exchange. The interest rate, spread risk, and VaR shown in the table below exclude Life Funds Withheld Assets.
The table below also excludes the impact of foreign exchange rate risk on our investment portfolio. Our investment strategy incorporates asset-liability management, and, accordingly, any foreign exchange movements impact the assets and liabilities approximately equally. See "Foreign Currency Exchange Rate Risk" for further details. We consider the investment portfolio VaR estimated results excluding foreign exchange rate risk to be the more relevant and appropriate metric to consider when assessing the actual risk of the investment portfolio.

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The estimated results below also do not include any risk contributions from our various operating affiliates (strategic, investment manager or financial operating affiliates) or certain other investments that are carried at amortized cost.
(U.S. dollars in millions)
Interest
Rate
Risk (1)
 
Equity
Risk
(2)
 
Absolute
Spread
Risk (3)
 
Relative
Spread
Risk (4)
 
VaR
(5) (6)
Total Investment Portfolio (7)
$
(1,164.8
)
 
$
(230.8
)
 
$
(1,013.2
)
 
$
(65.5
)
 
$
953.8

(I) Fixed Income Portfolio
(1,161.3
)
 

 
(1,009.6
)
 
(64.9
)
 
801.7

(a) Cash & Short Term Investments
(13.7
)
 

 
(9.0
)
 
(0.5
)
 
6.3

(b) Total Government Related
(536.2
)
 

 
(293.4
)
 
(7.9
)
 
371.7

(c) Total Corporate Credit
(400.0
)
 

 
(447.0
)
 
(42.9
)
 
304.0

(d) Total Structured Credit
(211.5
)
 

 
(260.2
)
 
(13.5
)
 
144.3

(II) Non-Fixed Income Portfolio

 
(230.8
)
 

 

 
435.1

(e) Equity Portfolio

 
(80.6
)
 

 

 
157.2

(f) Hedge Fund Portfolio

 
(60.5
)
 

 

 
153.6

(g) Private Investments

 
(89.6
)
 

 

 
135.8

____________
(1)
The estimated impact on the fair value of our fixed income portfolio of an immediate hypothetical +100 bps adverse parallel shift in global bond curves.
(2)
The estimated impact on the fair value of our investment portfolio of an immediate hypothetical -10% change in the value of equity exposures in our equity portfolio, certain equity-sensitive hedge fund investments and private equity investments. This includes our estimate of equity risk embedded in the hedge fund and private investment portfolios with such estimates utilizing market exposures provided to us by certain individual fund investments, internal statistical analyses, and/or various assumptions regarding illiquidity and concentrations.
(3)
The estimated impact on the fair value of our fixed income portfolio of an immediate hypothetical +100 basis point increase in all global government related, corporate and structured security spreads to which our fixed income portfolio is exposed. This excludes exposure to credit spreads in our hedge fund investments, private investments and counterparty exposure.
(4)
The estimated impact on the fair value of our fixed income portfolio of an immediate hypothetical +10% increase in all global government related, corporate and structured security spreads to which our fixed income portfolio is exposed. This excludes exposure to credit spreads in our hedge fund investments, private investments and counterparty exposure.
(5)
The VaR results are based on a 95% confidence interval, with a one-year holding period, excluding foreign exchange rate risk. Our investment portfolio VaR as of September 30, 2016 is not necessarily indicative of future VaR levels as these are based on statistical estimates of possible price changes and, therefore, exclude other sources of investment return such as coupon and dividend income.
(6)
The VaR results are the standalone VaRs, based on the prescribed methodology, for each component of our Total Investment Portfolio. The standalone VaRs of the individual components are non-additive, with the difference between the summation of the individual component VaRs and their respective aggregations being due to diversification benefits across the individual components. In the case of the VaR results for our Total Investment Portfolio, the results also include the impact associated with our Business and Other investments.
(7)
Our Total Investment Portfolio also includes our Business and Other investments that do not form part of our Fixed Income Portfolio or Non-Fixed Income Portfolio. The individual results reported in the above table for our Total Investment Portfolio therefore represent the aggregate impact on our Fixed Income Portfolio, Non-Fixed Income Portfolio and the majority of our Other investments.
Stress Testing (Excluding Life Funds Withheld Assets)
VaR does not provide the means to estimate the magnitude of the loss in the 5% of occurrences when we expect the VaR level to be exceeded. To complement the VaR analysis based on normal market environments, we consider the impact on the investment portfolio in several different stress scenarios to analyze the effect of unusual market conditions. We establish certain stress scenarios that are applied to the actual investment portfolio. As these stress scenarios and estimated gains and losses are based on scenarios established by us, they will not necessarily reflect future stress events or gains and losses from such events. The results of the stress scenarios are reviewed on a regular basis to ensure they are appropriate, based on current shareholders' equity, market conditions and our total risk tolerance. It is important to note that, when assessing the risk of our investment portfolio, we do not take into account either the value or risk associated with the liabilities arising from our operations.

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ITEM 4.
 
CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this report, were effective and provided reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting identified in connection with our evaluation required pursuant to Rules 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

105



PART II – OTHER INFORMATION
ITEM 1.
 
LEGAL PROCEEDINGS
We are subject to legal proceedings as described in our Annual Report on Form 10-K for the year ended December 31, 2015. There have been no material developments to such proceedings during the nine months ended September 30, 2016.
See Part I, Item 1, Note 14(b), "Litigation" to the Unaudited Consolidated Financial Statements included herein.
ITEM 1A.
 
RISK FACTORS
On July 25, 2016, we completed our Redomestication whereby XL-Bermuda replaced XL-Ireland as the ultimate holding company of the XL group of companies, and XL-Ireland's ordinary shareholders received one common share of XL-Bermuda in exchange for each ordinary share of XL-Ireland held by them immediately prior to the Redomestication. The following risk factors relate solely to the Redomestication and to the recent vote by the U.K. electorate to withdraw from the E.U. Refer to Part I, Item 1A., "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2015 for additional risk factors.
The anticipated benefits of the Redomestication may not be realized.
We may not realize the benefits we anticipate from the Redomestication. Our failure to realize those benefits could have a material and adverse effect on our business, results of operations or financial condition.
The market for the XL-Bermuda shares may differ from the market for the XL-Ireland ordinary shares.
Following the Redomestication, we continue to list XL-Bermuda shares on the NYSE under the symbol "XL", the same trading symbol as the XL-Ireland shares traded under prior to the Redomestication. The market price, trading volume or volatility of the XL-Bermuda shares may be different from those of the XL-Ireland shares prior to the Redomestication.
XL-Bermuda may become subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on its financial condition.
Bermuda currently does not impose profits taxes, income taxes, capital gains taxes or any tax of the nature of estate or inheritance taxes. The Bermuda Minister of Finance, under the Exempted Undertakings Tax Protection Act 1966, as amended, of Bermuda, has provided XL-Bermuda an assurance that if any legislation is enacted in Bermuda that would “impose tax computed on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition” of any such tax will not be applicable to XL-Bermuda or any of its respective operations, shares, debentures or other obligations until March 31, 2035. It is possible that after March 31, 2035 XL-Bermuda may become subject to Bermuda taxes of the nature described above if Bermuda changes its tax laws as described in the prior sentence.
The Redomestication may not allow us to maintain a competitive worldwide effective corporate tax rate.
We believe the Redomestication should permit us to maintain a competitive worldwide effective tax rate. However, we cannot provide any assurance as to what our worldwide effective tax rate will be after the Redomestication because of, among other things, uncertainty regarding the amount of business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material.
If Bermuda does not maintain Solvency II equivalence in the future, the Company could face other regulation that would be adverse to its business.
Although the Solvency II equivalence determination for Bermuda (and other third countries) has been granted for an "indefinite period", Solvency II provides that equivalence for third countries should be regularly reviewed to take into account any changes to the prudential or solvency regime. It is therefore possible that in the future a determination could be made that Bermuda’s insurance supervisory regime is no longer equivalent to Solvency II. In such event, E.U. supervisors may conduct group supervision in respect of the Company or utilize (currently unspecified) “other methods” to achieve the aims of group supervision. These methods may include requiring the Company to form an E.U. subgroup under a new E.U. domiciled holding company over which supervision would be exercised by a European supervisor, possibly accompanied by additional supervisory measures. This supervision or any group supervision conducted, or alternative measures utilized by E.U. supervisors may apply in addition to Bermuda’s group supervision regime and could impose restrictions and requirements on the Company that could be material and adverse to the Company’s business and operations.

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The enforcement of judgments in shareholder suits against XL-Bermuda may be more difficult.
XL-Bermuda is a Bermuda exempted company. XL-Bermuda has been advised by Bermuda counsel that a judgment for the payment of money rendered by a court in the U.S. based on civil liability would not be automatically enforceable in Bermuda. XL-Bermuda has also been advised by Bermuda counsel that with respect to a final and conclusive judgment obtained in a court of competent jurisdiction in the U.S. under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty), a Bermuda court would be expected to enforce a judgment based thereon, provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda. As a result, it may be difficult for a shareholder to effect service of process within the U.S. or to enforce judgments obtained against XL-Bermuda in U.S. courts. A Bermuda court may impose civil liability on XL-Bermuda or its directors or officers in a suit brought in the Supreme Court of Bermuda against XL-Bermuda or such persons with respect to a violation of U.S. federal securities laws, provided that the facts surrounding such violation would constitute or give rise to a cause of action under Bermuda law.
Recent developments relating to the U.K.’s referendum vote in favor of withdrawing from the E.U. ("Brexit") could adversely affect us.
As a result of the June 23, 2016 Brexit vote, negotiations are expected to commence to determine the terms of the U.K.’s withdrawal from the E.U. as well as its relationship with the E.U. going forward, including the terms of commercial activities between the U.K. and the E.U. Brexit caused significant market volatility and currency exchange rate fluctuations, including a sharp decline in the value of the British Pound Sterling as compared to the U.S. dollar and other currencies, during the current period and its future effects are expected to be far-reaching. Brexit, or the perceived impact thereof, may adversely affect business activity and global economic, political regulatory or market conditions, initially due to the uncertainty as to the timing of U.K.-E.U. negotiations and the terms of any agreements ultimately reached, and could continue to contribute to instability in global financial and foreign exchange markets, political institutions and regulatory agencies as events unfold. In particular, individual countries may not be incentivized to negotiate terms that are as favorable to the U.K. as today’s arrangement, thereby adding to the uncertainty. Due to the potential for less cross-country cooperation across the E.U., our industry may face a less liberal trading regime in the future, which could take the form of tariffs or other protectionist measures.

We anticipate that Brexit will disrupt our U.K. domiciled entities’, including our Lloyd's syndicate's, ability to “passport” within the E.U., which is the system by which our (re)insurance entities currently principally provide (re)insurance across E.U. member states while only being subject to regulation by their “home state” regulators. It is also likely to inhibit the free movement of goods and people between the U.K. and the E.U. Brexit could also lead to legal uncertainty under our longer-term contractual arrangements and potentially a large number of new and divergent national laws and regulations including tax rules as the U.K. determines which E.U. laws to replace or replicate, which could lead to a more complex and expensive business model, creating the potential for additional uncertainty. However, at this early stage, the ultimate effects of Brexit are unknown and will depend on agreements the U.K. may reach to retain access to E.U. markets.

Beyond concerns relating to the cross-border transfer of goods, services and people, Brexit could have significant economic, legal, regulatory, structural, monetary and geopolitical impacts, including among other things:

Slow growth in the U.K., the E.U., or globally for the foreseeable future. Such slowing could exacerbate the pressure on pricing of our products, among other impacts.
Creation of a prolonged low interest rate environment, which may affect our profitability, cost structure, overall return on equity and solvency position.
Heightened and extended market volatility and currency exchange fluctuations, which could impact our mark to market exposure on net asset values or weaken returns in our investment portfolio due to spread tightening, weakness in equity markets, higher default rates and market illiquidity. Due to the interconnectedness of the E.U. and the global financial system in general, shocks from Brexit could spawn financial contagion across global markets.
Individual countries may not be incentivized to negotiate a solution for certain issues that will be as favorable to the U.K. as today’s arrangements, thereby adding to the uncertainty and reducing the profitability of our U.K. and European operations. Due to the potential for less cross country cooperation, our industry may be facing a less liberal trading regime in the future which could take the form of tariffs or other protectionist measures.
Potential longer term inflationary pressures in the U.K. arising from the devaluation of the British Pound Sterling after the vote, which could adversely affect the carrying value of certain of our liabilities.

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Brexit exacerbates the potential for additional referendums within the U.K., such as Scotland, which could lead to a breakup of the U.K.
Increased costs of doing business in the U.K., which may include additional capital requirements, including as a result of new and/or additional laws and regulations across a wide variety of areas potentially including, but not limited to, labor laws, data privacy laws, taxation laws and, more generally, the terms of commercial activities between the U.K. and the E.U. Increased costs and capital requirements may also result from the U.K. no longer being part of the Solvency II regime.
The potential for further unwinding of the E.U., as other European countries may seek to conduct referenda with respect to their continuing membership with the E.U. A breakup of the E.U. would further reduce passporting benefits, potentially causing us to establish legal entities and/or branches in more countries in order to write business in those countries. This in turn may create the potential for more strained capital and reductions in capital surpluses and additional expense overhead, talent shortages, greater operational complexity and more onerous and duplicative requirements from individual country regulators. In connection with such an unwinding, exiting countries also may seek to redenominate their currencies, which could have a significant impact on our foreign exchange hedging activity and our results of operations and financial condition.

Each of these effects alone, and at a more heightened risk in combination, has the potential to create a more complex and more expensive business model, in addition to a recessionary environment, which could adversely affect our results of operations and financial condition.
 
Given these possibilities and others we may not anticipate, as well as the lack of comparable precedent, the full extent to which our business, results of operations and financial condition could be adversely affected by Brexit cannot be predicted and remains uncertain.

ITEM 2.
 
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliate Purchasers
The following table provides information about purchases by the Company during the three months ended September 30, 2016 of its common shares:
 
Total Number
of Shares
Purchased(1)
 
Average
Price Paid
per Share
 
Total Number
 of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
 
Approximate Dollar
Value of Shares
that May Yet Be
Purchased
Under the Plans or
Programs (1) (2)
July 1, 2016 to July 31, 2016
1,907,500

 
$
32.54

 
1,907,500

 
$
753.8
 million
August 1, 2016 to August 31, 2016
2,023,139

 
33.69

 
2,023,139

 
685.6
 million
September 1, 2016 to September 30, 2016
2,664,611

 
34.32

 
2,664,611

 
594.1
 million
 
6,595,250

 
$
33.61

 
6,595,250

 
$
594.1
 million
____________
(1)
Shares purchased in connection with the vesting of restricted shares granted under our restricted stock plan do not represent shares purchased as part of publicly announced plans or programs. All such purchases were made in connection with satisfying tax withholding obligations of those employees.
(2)
For information regarding our share buyback activity see Part I, Item 1, Note 9, "Share Capital," to the Unaudited Consolidated Financial Statements included herein.

108



ITEM 5.
 
OTHER INFORMATION
Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934
Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities with Iran or with individuals or entities that are subject to certain sanctions under U.S. law. Disclosure is required even where the activities, transactions or dealings are conducted outside of the United States in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
Certain of the Company’s non-U.S. subsidiaries provide insurance to marine policyholders located outside of the U.S. or reinsurance coverage to non-U.S. insurers of marine risks as well as mutual associations of ship owners that provide their members with protection and liability coverage. As a result of the recent lifting of European sanctions on Iran, some of these marine policyholders have informed us that they have begun shipping, or will begin to ship, cargo to and from Iran, including transporting crude oil, petrochemicals and refined petroleum products. Because these non-U.S. subsidiaries insure or reinsure multiple voyages and fleets containing multiple ships, we are unable to attribute gross revenues and net profits from such marine policies to activities with Iran. As the activities of our insureds and reinsureds are permitted under applicable laws and regulations, the Company intends for its non-U.S. subsidiaries to continue providing such coverage to its insureds and reinsureds to the extent permitted by applicable law.
A non-U.S. subsidiary provides insurance for one property in the United Kingdom, owned by Bank Saderat, an entity that appears on the Specially Designated Nationals and Blocked Persons list of the U.S. Treasury Department’s Office of Foreign Assets Control under Executive Order 13224. Coverage began on July 16, 2014. The insurance was entered into pursuant to a license issued by Her Majesty’s Treasury in the United Kingdom. The payments received by our non-U.S. subsidiary for this insurance from inception through September 30, 2016 are £92,960. There are no net profits attributable to this insurance. The subsidiary has canceled this insurance.
A non-U.S. subsidiary provides insurance for building and contents for one property in the United Kingdom, owned by Melli Bank plc, a wholly owned subsidiary of Bank Melli Iran, which is an entity that has been identified as owned or controlled by the Government of Iran and appears on the List of Persons Identified as Blocked Solely Pursuant to Executive Order 13599. Coverage began on July 1, 2014. The insurance was entered into pursuant to a license issued by Her Majesty’s Treasury in the United Kingdom. The payments received by our non-U.S. subsidiary for this insurance from inception through September 30, 2016 are £54,593. There are no net profits attributable to this contract. As these activities are permitted pursuant to the license issued by Her Majesty’s Treasury, the subsidiary intends to continue providing property insurance in the United Kingdom to Melli Bank plc in accordance with applicable law.
ITEM 6.
 
EXHIBITS
 
 
 
The following exhibits are filed as exhibits to this Quarterly Report:
 
 
 
3.1
 
Certificate of Incorporation of XL Group Ltd, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
3.2
 
Certificate of Incorporation on Change of Name of XL Group Ltd, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
3.3
 
Memorandum of Association of XL Group Ltd, incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
3.4
 
Bye-Laws of XL Group Ltd, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
3.5
 
Amended and Restated Articles of Association of XLIT Ltd., incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016
 
 
 
4.1
 
Specimen Share Certificate (evidencing the common shares of XL Group Ltd), incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
4.2
 
Third Supplemental Indenture, dated July 25, 2016, among XL Group Ltd, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Senior Debt Securities Indenture dated as of September 30, 2011, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 

109



4.3
 
Fourth Supplemental Indenture, dated as of August 3, 2016, among XL Group Ltd, (XL Group plc (In Solvent Member’s Voluntary Liquidation), XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Senior Debt Securities Indenture dated as of September 30, 2011, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016
 
 
 
4.4
 
Second Supplemental Indenture, dated as of July 25, 2016, among XL Group Ltd, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Subordinated Debt Securities Indenture dated as of March 30, 2015, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
4.5
 
Third Supplemental Indenture, dated as of August 3, 2016, among XL Group Ltd, XL Group plc (In Solvent Member's Voluntary Liquidation), XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Subordinated Debt Securities Indenture dated as of March 30, 2015, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-10804), filed on August 9, 2016
 
 
 
10.1
 
Form of Bermuda Indemnification Agreement between XL Group Ltd and each of the directors of and the corporate secretary of XL Group Ltd, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
10.2
 
First Supplement to the Deed Poll of XLIT Ltd., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016
 
 
 
10.3
 
Secured Credit Agreement, dated as of August 5, 2016, between XL Group Ltd, XLIT Ltd., X.L. America, Inc., XL Bermuda Ltd, XL Re Europe SE, XL Insurance Company SE, XL Life Ltd, Catlin Insurance Company (UK) Ltd., and Catlin Re Switzerland Ltd., as Account Parties, XL Group Ltd, XLIT Ltd., X.L. America, Inc., XL Bermuda Ltd and XL Life Ltd, as Guarantors, the Lenders party thereto, Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the Bank of New York Mellon, as Collateral Agent, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016
 
 
 
10.4
 
Unsecured Credit Agreement, dated as of August 5, 2016, between XL Group Ltd, XLIT Ltd., X.L. America, Inc., XL Bermuda Ltd, XL Re Europe SE, XL Insurance Company SE, XL Life Ltd, Catlin Insurance Company (UK) Ltd., Catlin Re Switzerland Ltd., and Catlin Underwriting Agencies Limited, as Account Parties, XL Group Ltd, XLIT Ltd., X.L. America, Inc., XL Bermuda Ltd and XL Life Ltd, as Guarantors, the Lenders party thereto, and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016
 
 
 
10.5
 
Pledge Agreement, dated as of August 5, 2016, between XL Group Ltd, XLIT Ltd., X.L. America, Inc., XL Bermuda Ltd, XL Re Europe SE, XL Insurance Company SE, XL Life Ltd, Catlin Insurance Company (UK) Ltd., and Catlin Re Switzerland Ltd., as Pledgors, Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and the Bank of New York Mellon, as Collateral Agent, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016
 
 
 
10.6
 
Amendment to the XL Group plc 1991 Performance Incentive Program, effective July 25, 2016, incorporated by reference to Exhibit 4.6 to the Company’s Post-Effective Amendment No.2 to the Registration Statement on Form S-8 (No. 333-62137) filed on July 25, 2016
 
 
 
10.7
 
Amendment to the XL Group plc Directors Stock & Option Plan, effective July 25, 2016, incorporate by reference to Exhibit 4.7 to the Company’s Post-Effective Amendment No.2 to the Registration Statement on Form S-8 (No. 333-62137) filed on July 25, 2016
 
 
 
10.8* 
 
Amendment to XL Group plc Supplemental Deferred Compensation Plan, effective August 3, 2016
 
 
 
10.9*
 
Amendment to XL Group plc Reinsurance Supplemental Long Term Cash Incentive Compensation Plan, effective August 3, 2016
 
 
 
10.10*
 
Amendment to XL Group plc Executive Severance Benefit Plan, effective August 3, 2016
 
 
 
12*
 
Statements regarding computation of ratios
 
 
 
31*
 
Rule 13a-14(a)/15d-14(a) Certifications
 
 
 
32*
 
Section 1350 Certification

110



 
 
 
101.INS*
 
XBRL Instance Document
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
*
Filed herewith.

111



SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
November 4, 2016
 
 
 
XL Group Ltd
 
 
(Registrant)
 
 
/s/ MICHAEL S. MCGAVICK
 
 
 
 
 
 
 
 
Name: Michael S. McGavick
 
 
Title: Chief Executive Officer and Director
 
 
XL Group Ltd
 
 
 
Date:
November 4, 2016
 
 
 
/s/ PETER R. PORRINO
 
 
 
 
 
 
 
 
Name: Peter R. Porrino
 
 
Title: Executive Vice President and Chief Financial Officer
 
 
XL Group Ltd


112