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, 2017
 
 
 
 
 
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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 x
Accelerated filer
 ¨
Non-accelerated filer
 ¨
Smaller reporting company
  ¨
Emerging growth company
 ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
At November 1, 2017, there were 256,014,972 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, 2017 and December 31, 2016
 
Unaudited Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017 and 2016
 
Unaudited Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016
 
Unaudited Consolidated Statements of Shareholders' Equity for the Nine Months Ended September 30, 2017 and 2016
 
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016
 
 
 
 
 
 
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, 2017
 
December 31, 2016
ASSETS
Investments:
 

 
 

Fixed maturities, at fair value (amortized cost: 2017 - $30,822,936; 2016 - $29,587,656)
$
31,675,509

 
$
30,256,602

Equity securities, at fair value (cost: 2017 - $920,130; 2016 - $996,610)
1,011,942

 
1,037,331

Short-term investments, at fair value (amortized cost: 2017 - $336,071; 2016 - $626,142)
336,054

 
625,193

Total investments available for sale
$
33,023,505

 
$
31,919,126

Fixed maturities, at fair value (amortized cost: 2017 - $1,823,406; 2016 - $1,548,178)
1,866,465

 
1,617,014

Short-term investments, at fair value (amortized cost: 2017 - $9,362; 2016 - $9,536)
9,361

 
9,563

Total investments, trading
$
1,875,826

 
$
1,626,577

Investments in affiliates
2,100,378

 
2,177,645

Other investments
1,145,588

 
1,164,564

Total investments
$
38,145,297

 
$
36,887,912

Cash and cash equivalents
3,030,088

 
3,426,988

Restricted cash
159,627

 
153,504

Accrued investment income
270,211

 
284,366

Deferred acquisition costs and value of business acquired
1,073,343

 
946,721

Ceded unearned premiums
2,311,619

 
1,687,864

Premiums receivable
7,078,700

 
5,522,976

Reinsurance balances receivable
1,079,821

 
577,479

Unpaid losses and loss expenses recoverable
6,962,787

 
5,491,297

Receivable from investments sold
195,837

 
128,411

Goodwill and other intangible assets
2,227,014

 
2,203,653

Deferred tax asset
301,322

 
310,542

Other assets
954,542

 
812,389

Total assets
$
63,790,208

 
$
58,434,102

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
 

 
 

Unpaid losses and loss expenses
$
29,988,337

 
$
25,939,571

Deposit liabilities
1,030,290

 
1,116,233

Future policy benefit reserves
3,656,859

 
3,506,047

Funds withheld on GreyCastle life retrocession arrangements (net of future policy benefit reserves recoverable: 2017 - $3,221,803; 2016 - $3,072,615)
920,571

 
998,968

Unearned premiums
8,344,536

 
7,293,028

Notes payable and debt
3,210,063

 
2,647,677

Reinsurance balances payable
3,706,120

 
2,451,717

Payable for investments purchased
273,449

 
226,009

Deferred tax liability
107,157

 
77,271

Other liabilities
1,024,316

 
1,216,902

Total liabilities
$
52,261,698

 
$
45,473,423

Commitments and Contingencies


 


Shareholders' Equity:
 

 
 

Authorized shares, 999,990,000, par value $0.01; common shares issued and outstanding (2017 - 255,980,636; 2016 - 266,889,127)
$
2,560

 
$
2,669

Additional paid in capital
7,741,545

 
8,068,503

Accumulated other comprehensive income
968,928

 
715,546

Retained earnings
1,226,814

 
2,151,794

Shareholders' equity attributable to XL Group Ltd
$
9,939,847

 
$
10,938,512

Non-controlling interest in equity of consolidated subsidiaries
1,588,663

 
2,022,167

Total shareholders' equity
$
11,528,510

 
$
12,960,679

Total liabilities and shareholders' equity
$
63,790,208

 
$
58,434,102

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)
2017
 
2016
 
2017
 
2016
Revenues:
 

 
 

 
 

 
 

Net premiums earned
$
2,620,902

 
$
2,434,037

 
$
7,660,610

 
$
7,320,859

Net investment income:
 
 
 
 
 
 
 
Net investment income - excluding Life Funds Withheld Assets
171,983

 
170,834

 
516,386

 
511,402

Net investment income - Life Funds Withheld Assets
30,796

 
38,937

 
95,599

 
119,643

Total net investment income
$
202,779

 
$
209,771

 
$
611,985

 
$
631,045

Net realized gains (losses) on investments, and net unrealized gains (losses) on investments, trading:
 
 
 
 
 
 
 
Net realized gains (losses) on investments sold - excluding Life Funds Withheld Assets
35,387

 
68,414

 
96,858

 
131,568

Other-than-temporary impairments ("OTTI") on investments - excluding Life Funds Withheld Assets
(3,598
)
 
(10,019
)
 
(11,632
)
 
(62,379
)
OTTI on investments transferred to (from) other comprehensive income - excluding Life Funds Withheld Assets
(63
)
 

 
(113
)
 
258

 Net realized gains (losses) on investments sold - Life Funds Withheld Assets
18,879

 
44,011

 
83,131

 
108,541

OTTI on investments - Life Funds Withheld Assets

 

 

 
(2,598
)
Net unrealized gains (losses) on investments, trading - Life Funds Withheld Assets
(7,331
)
 
41,270

 
(31,056
)
 
165,653

Total net realized gains (losses) on investments, and net unrealized gains (losses) on investments, trading
$
43,274

 
$
143,676


$
137,188


$
341,043

Net realized and unrealized gains (losses) on derivative instruments
(20,434
)
 
5,490

 
(28,409
)
 
2,774

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(31,662
)
 
(225,610
)
 
(116,359
)
 
(691,432
)
Income (loss) from investment affiliates
57,656

 
12,156

 
126,735

 
20,756

Fee income and other
11,469

 
8,600

 
35,355

 
27,724

Total revenues
$
2,883,984

 
$
2,588,120

 
$
8,427,105

 
$
7,652,769

Expenses:
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$
3,066,723

 
$
1,491,803

 
$
6,179,262

 
$
4,506,674

Claims and policy benefits
10,592

 
5,875

 
25,478

 
16,294

Acquisition costs
445,685

 
403,888

 
1,315,138

 
1,227,675

Operating expenses
409,356

 
508,458

 
1,350,172

 
1,546,360

Foreign exchange (gains) losses
55,017

 
(1,695
)
 
46,038

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

 
(3,670
)
 

 
(3,670
)
Extinguishment of debt
1,582

 

 
1,582

 

Interest expense
33,919

 
49,445

 
138,648

 
157,486

Total expenses
$
4,022,874

 
$
2,454,104

 
$
9,056,318

 
$
7,396,205

Income (loss) before income tax and income (loss) from operating affiliates
$
(1,138,890
)
 
$
134,016

 
$
(629,213
)
 
$
256,564

Income (loss) from operating affiliates
4,872

 
12,410

 
61,185

 
46,478

Provision (benefit) for income tax
(60,132
)
 
17,749

 
(18,034
)
 
42,511

Net income (loss)
$
(1,073,886
)
 
$
128,677

 
$
(549,994
)
 
$
260,531

Non-controlling interests
(30,197
)
 
58,076

 
39,232

 
124,263

Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
70,601

 
$
(589,226
)
 
$
136,268

Weighted average common shares and common share equivalents outstanding, in thousands – basic
257,022

 
273,660

 
261,203

 
282,442

Weighted average common shares and common share equivalents outstanding, in thousands – diluted
261,298

 
277,094

 
265,266

 
286,125

Earnings (loss) per common share and common share equivalent – basic
$
(4.06
)
 
$
0.26

 
$
(2.26
)
 
$
0.48

Earnings (loss) per common share and common share equivalent – diluted
$
(4.06
)
 
$
0.25

 
$
(2.26
)
 
$
0.48

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)
2017
 
2016
 
2017
 
2016
Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
70,601

 
$
(589,226
)
 
$
136,268

Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
80,446

 
(25,188
)
 
258,923

 
530,344

Change in adjustments related to future policy benefit reserves, net of tax
5,412

 
2,058

 
13,981

 
27,820

Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
(14,579
)
 
77,242

 
(46,643
)
 
206,480

Change in net unrealized gains (losses) on affiliate and other investments, net of tax
(23,272
)
 
7,457

 
(15,391
)
 
(31,091
)
Change in OTTI losses recognized in other comprehensive income, net of tax
1,721

 
1,461

 
4,660

 
5,580

Change in underfunded pension liability, net of tax
(308
)
 
4,037

 
(1,241
)
 
3,088

Change in value of cash flow hedge
(48
)
 
(47
)
 
(144
)
 
(134
)
Foreign currency translation adjustments, net of tax
(1,609
)
 
44,198

 
39,237

 
91,102

Comprehensive income (loss)
$
(995,926
)
 
$
181,819

 
$
(335,844
)
 
$
969,457

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)
2017
 
2016
Common Shares:
 

 
 

Balance - beginning of year
$
2,669

 
$
2,947

Issuance of common shares
11

 
16

Buybacks of common shares
(138
)
 
(262
)
Exercise of stock options
18

 
3

Balance - end of period
$
2,560

 
$
2,704

Additional Paid in Capital:
 

 
 

Balance - beginning of year
$
8,068,503

 
$
8,910,167

Issuance of common shares
18

 
23

Buybacks of common shares
(416,609
)
 
(790,541
)
Exercise of stock options
49,622

 
5,731

Share-based compensation and other
40,011

 
39,761

Balance - end of period
$
7,741,545

 
$
8,165,141

Accumulated Other Comprehensive Income (Loss):
 

 
 

Balance - beginning of year
$
715,546

 
$
686,616

Change in net unrealized gains (losses) on investments - excluding Life Funds Withheld Assets, net of tax
258,923

 
530,344

Change in adjustments related to future policy benefit reserves, net of tax
13,981

 
27,820

Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets, net of tax
(46,643
)
 
206,480

Change in net unrealized gains (losses) on affiliate and other investments, net of tax
(15,391
)
 
(31,091
)
Change in OTTI losses recognized in other comprehensive income, net of tax
4,660

 
5,580

Change in underfunded pension liability, net of tax
(1,241
)
 
3,088

Change in value of cash flow hedge
(144
)
 
(134
)
Foreign currency translation adjustments, net of tax
39,237

 
91,102

Balance - end of period
$
968,928

 
$
1,519,805

Retained Earnings (Deficit):
 

 
 

Balance - beginning of year
$
2,151,794

 
$
2,077,349

Net income (loss) attributable to common shareholders
(589,226
)
 
136,268

Dividends on common shares
(174,762
)
 
(170,172
)
Buybacks of common shares
(154,839
)
 
(115,334
)
Share-based compensation and other
(6,153
)
 
(3,595
)
Balance - end of period
$
1,226,814

 
$
1,924,516

Non-controlling Interest in Equity of Consolidated Subsidiaries:
 

 
 

Balance - beginning of year
$
2,022,167

 
$
1,977,384

Non-controlling interests - contributions
49,473

 
6,393

Non-controlling interests - distributions
(26,092
)
 
(7,958
)
Non-controlling interests - redeemed
(431,282
)
 

Non-controlling interests - other
(25,953
)
 
5,916

Non-controlling interest share in change in accumulated other comprehensive income (loss)
350

 
(1,021
)
Balance - end of period
$
1,588,663

 
$
1,980,714

Total Shareholders' Equity
$
11,528,510

 
$
13,592,880

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)
2017
 
2016
Cash flows provided by (used in) operating activities:
 
 
 
Net income (loss)
$
(549,994
)
 
$
260,531

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
(137,188
)
 
(341,043
)
Net realized and unrealized (gains) losses on derivative instruments
28,409

 
(2,774
)
Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
116,359

 
691,432

Amortization of premiums (discounts) on fixed maturities
122,474

 
143,855

(Income) loss from investment and operating affiliates
(135,415
)
 
(25,915
)
Loss (gain) on sale of subsidiaries

 
(3,670
)
Share-based compensation
49,545

 
60,514

Depreciation and amortization
54,109

 
86,014

Accretion of deposit liabilities
17,002

 
33,133

Changes in:
 
 
 
Unpaid losses and loss expenses
3,241,151

 
820,938

Future policy benefit reserves
(162,815
)
 
(156,804
)
Funds withheld on GreyCastle life retrocession arrangements, net
(275,417
)
 
(203,983
)
Unearned premiums
785,513

 
731,463

Premiums receivable
(1,364,597
)
 
(1,294,936
)
Unpaid losses and loss expenses recoverable
(1,304,544
)
 
(255,627
)
Ceded unearned premiums
(547,700
)
 
(122,856
)
Reinsurance balances receivable
(478,040
)
 
(111,238
)
Deferred acquisition costs and value of business acquired
(90,796
)
 
(88,261
)
Reinsurance balances payable
1,140,535

 
587,682

Deferred tax asset - net
(18,397
)
 
(11,015
)
Derivatives
(25,629
)
 
45,469

Other assets
(182,229
)
 
(96,971
)
Other liabilities
(221,046
)
 
(13,801
)
Other
122,524

 
(54,355
)
Total adjustments
$
733,808

 
$
417,251

Net cash provided by (used in) operating activities
$
183,814

 
$
677,782

Cash flows provided by (used in) investing activities:
 
 
 
Proceeds from sale of fixed maturities and short-term investments
$
11,354,376

 
$
9,581,243

Proceeds from redemption of fixed maturities and short-term investments
2,794,515

 
3,010,158

Proceeds from sale of equity securities
456,889

 
411,330

Purchases of fixed maturities and short-term investments
(14,456,346
)
 
(11,557,045
)
Purchases of equity securities
(314,752
)
 
(611,086
)
Proceeds from sale of affiliates
375,628

 
325,050

Purchases of affiliates
(119,835
)
 
(556,548
)
Purchase of subsidiaries, net of cash acquired

 
(92,893
)
Proceeds from sales of subsidiaries, net of cash sold

 
19,144

Change in restricted cash
(6,123
)
 
4,874

Other
(37,147
)
 
193,392

Net cash provided by (used in) investing activities
$
47,205

 
$
727,619

Cash flows provided by (used in) financing activities:
 
 
 
Proceeds from issuance of common shares and exercise of stock options
$
49,640

 
$
5,735

Buybacks of common shares
(571,586
)
 
(906,137
)
Repurchase of preference shares
(411,492
)
 

Employee withholding on share-based compensation
(24,156
)
 
(28,171
)
Dividends paid on common shares
(171,905
)
 
(169,346
)
Distributions to non-controlling interests
(109,213
)
 
(93,470
)
Contributions from non-controlling interests
49,474

 
6,394

Proceeds from the issuance of debt
558,311

 

Repayment of debt
(17,909
)
 
(8,248
)
Deposit liabilities
(34,407
)
 
(63,488
)
Net cash provided by (used in) financing activities
$
(683,243
)
 
$
(1,256,731
)
Effects of exchange rate changes on foreign currency cash
55,324

 
(11,629
)
Increase (decrease) in cash and cash equivalents
$
(396,900
)
 
$
137,041

Cash and cash equivalents - beginning of year
3,426,988

 
3,256,236

Cash and cash equivalents - end of period
$
3,030,088

 
$
3,393,277

See accompanying Notes to Unaudited Consolidated Financial Statements

5



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Significant Accounting Policies
(a) 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 Group"), 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 Group and XL-Ireland becoming a subsidiary of XL Group. 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 Group) were canceled; (ii) the reserves created on cancellation of the XL-Ireland shares were used to issue XL-Ireland shares to XL Group; and (iii) in return for such issuance of XL-Ireland shares to XL Group, XL Group issued common shares, par value $0.01 per share (the "XL Group shares"). The XL Group 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 Group 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. As the successor issuer, XL Group's shares were deemed to be registered under Section 12(b) of the Exchange Act. Further, XL Group 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 accounting principles generally accepted in the United States of America ("GAAP"), in addition to any reporting requirements under Bermuda law. XL Group'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 Group 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 ("XLIT"). See Note 9, "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 XLIT, to XL Group (the "Distribution"), which was recorded on the share register of XLIT on August 4, 2016. As a result of the Distribution, XLIT is now a direct, wholly-owned subsidiary of XL Group. It is anticipated that XL-Ireland will be liquidated (via a solvent members' voluntary liquidation that was initiated on August 2, 2016) by the end of 2018.
Prior to July 25, 2016, unless the context otherwise indicates, references herein to the "Company" or "XL" 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" or "XL" are to, and these financial statements include the accounts of, XL Group and its consolidated subsidiaries.
These Unaudited Consolidated Financial Statements include the accounts of the Company and have been prepared in accordance with 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 1(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, 2016.
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 2(f), "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, 2016.
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 managed pursuant to agreed investment guidelines that meet the contractual commitments of the XL ceding companies and

6



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 2(g), "Acquisitions and Disposals - Sale of Life Reinsurance Subsidiary," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
To facilitate period-to-period comparisons, certain reclassifications have been made to prior period consolidated financial statement amounts to conform to current period presentation.
(b) Recent Accounting Pronouncements
Recently Issued Accounting Standards Adopted in 2017
ASU 2016-09 Improvements to Employee Share-Based Payment Accounting
In March 2016, as part of its simplification initiative, the Financial Accounting Standards Board (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. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted this guidance during the first quarter of 2017 in accordance with the following:
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 previous GAAP prescribed. This amendment has been applied prospectively from January 1, 2017.
The tax effects of exercised or vested awards should be treated as discrete items in the reporting period in which they occur. Adoption of this amendment had no impact on the Company's financial position or results of operations.
The threshold for share-based payment awards to qualify for equity classification now permits withholding up to maximum statutory tax rates in applicable jurisdictions, as opposed to employer minimum statutory withholding requirements in those jurisdictions. Adoption of this amendment had no impact on the Company's financial position.
Excess tax benefits now should be classified along with other income tax cash flows as an operating activity in the statement of cash flows. This amendment has been applied prospectively from January 1, 2017.
Where an employer withholds shares for employee tax-withholding purposes, the resulting employee taxes paid should be classified as a financing activity as opposed to an operating activity in the statement of cash flows. This amendment was applied retrospectively. The withholding taxes are now included within the financing section of the statement of cash flows. The statement of cash flows for the nine months ended September 30, 2016 has been re-presented by $28.2 million to conform to the current year presentation.
Companies may now make an entity-wide accounting policy election to either estimate the number of share-based payment awards expected to vest (in line with previous GAAP) or account for forfeitures as they occur. The Company elected not to change its previous accounting policy to measure forfeitures, and continues to measure the expense for share-based compensation based on the number of awards expected to vest.
ASU 2016-17 Interests Held through Related Parties That Are under Common Control
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 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. 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 the first quarter of 2016. The Company adopted this guidance in 2017. There were no changes to the identified primary beneficiaries of

7



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

any VIEs in which the Company holds an interest, and thus no impact on the Company's financial position, results of operations or cash flows.
ASU 2017-04 Simplifying the Test for Goodwill Impairment
In January 2017, the FASB issued an accounting standards update concerning impairment testing of goodwill. The main provision of this guidance removes the existing "Step 2" analysis required under previous GAAP. The previous GAAP required an entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedures that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the revised guidance, an entity's annual goodwill impairment review should include a "quantitative impairment test" in which it should compare the fair value of a reporting unit with its carrying amount. If the carrying amount exceeds the fair value, then the entity should record an impairment charge for this difference, limited to the total goodwill allocated to the reporting unit (an entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary). The update should be applied on a prospective basis. This guidance is effective for goodwill impairment testing performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this guidance during the first quarter of 2017. While the guidance changes the Company's goodwill impairment testing procedures, there was no impact on the Company's financial position, results of operations or cash flows.
ASU 2017-08 Premium Amortization on Purchased Callable Debt Securities
In March 2017, the FASB issued an accounting standards update concerning the accounting for premiums on purchased callable debt securities. The premium is the amount by which the amortized cost basis of the security exceeds the amount repayable by the issuer. For callable debt securities, this ASU requires that the premium be amortized to the earliest call date. Under previous GAAP, premiums were typically amortized to the maturity date of a security, except where an entity held a large number of similar loans and considered estimates of future principal repayments. The amendments do not require an accounting change for securities held at a discount. The update should be applied on a modified retrospective basis. The guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within years beginning after December 15, 2020. Early adoption is permitted. The Company elected to early adopt this guidance during the first quarter of 2017. There was no impact on the Company's financial position, results of operations or cash flows.
Recently Issued Accounting Standards Not Yet Adopted
ASU 2017-07 Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB released an accounting standards update concerning the presentation of costs related to defined benefit pension plans and similar plans. The amendments in this ASU principally require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by relevant employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in the update are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amendments in the ASU relating to presentation in the income statement should be applied retrospectively. Disclosures of the nature of and reason for the change in accounting principle are required in the first interim and annual periods of adoption. The Company expects that adoption of this standard will be disclosure-related only and will not have an impact on its financial position, results of operations or cash flows.
ASU 2017-12 Targeted Improvements to Accounting for Hedging Activities
In August 2017, the FASB issued an accounting standards update concerning hedge accounting. This update's targeted amendments to existing hedge accounting requirements better align an entity’s risk management activities and financial reporting for hedging relationships via updates to both designation and measurement guidance for qualifying hedges, and the presentation of those results. Regarding designation and measurement, the amendments permit broader use of identified risk components in certain cash flow and fair value hedging relationships involving nonfinancial or interest rate risk. The range of permissible fair value hedges of interest rate risk was also increased. Regarding presentation, the amendments aim to align the recognition of the effects of hedging instruments with hedged items in the financial statements in order to increase the understandability of an entity's intended hedging strategies. As a result, "hedge ineffectiveness" will no longer be separately measured and reported. The entire change in the fair value of a qualifying hedging instrument included in the assessment of

8



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

hedge effectiveness is either presented in the same income statement line as the hedged item for fair value hedges, or in other comprehensive income for cash flow and net investment hedges. However, in limited situations, certain components of a hedging instrument's change in fair value may be excluded from the assessment of hedge effectiveness.
The update also amends existing external disclosure requirements, while easing internal documentation requirements surrounding hedge effectiveness testing. In particular, the initial quantitative effectiveness test may now be prepared within three months of hedge designation, and subsequent tests may be performed on a qualitative basis in certain cases. For public business entities, the amendments in the update are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted in any interim period after issuance of the update. All transition requirements should be applied to hedging relationships existing on the date of adoption. The effect of adoption should be reflected as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this guidance.
2. Acquisitions and Disposals
(a) Partial Sale of New Ocean Capital Management Limited
On October 11, 2016, Fundamental Insurance Investment Ltd ("FII"), a wholly-owned subsidiary of the Company, completed a partial sale, to an unrelated investor, of its common and preference shares in New Ocean Capital Management Limited ("New Ocean"), an entity in which it holds a majority voting interest.
FII received $3.9 million in proceeds for the sale of 7.8% of the common shares held by FII and 6.4% of preference shares held by FII. The Company recorded a pre-tax gain of $3.5 million as a result of this transaction.
(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.
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 XLLIAC's investment assets and insurance licenses. The Company recorded a pre-tax gain of $3.7 million as a result of this transaction.
(c)    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 7, "Goodwill and Other Intangible Assets," for further information.
(d)    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 was to be paid based on production and underwriting profitability over a three-year-period subsequent to the acquisition date. The Company originally estimated the fair market value of these payments to be $15.0 million, resulting in total consideration of $90.7 million recorded for the acquisition. Due to an agreement reached on April 11, 2017, the target payments of contingent consideration were modified to range from $12.5 million to $20.0 million. The Company estimates the fair value of these payments to be approximately $17.0 million, resulting in an additional $2.0 million of expense recorded as "Fee income and other" in the Unaudited Consolidated Statements of Income.
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

9



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

includes indefinite-lived intangible assets of $8.0 million and definite-lived 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 Allied's underwriting expertise in a niche specialty risk business. The Company allocated all of the $14.1 million of goodwill to its Insurance segment. See Note 7, "Goodwill and Other Intangible Assets," for further information.
(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 2(f), "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, 2016.
XL-Ireland acquired each common 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.
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 from the integration of Catlin into the Company's operations, including further diversification in the geographic mix and product offerings and an increase in distribution strength. The Company 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 definite-lived intangible assets of $315.0 million, which is being amortized over their estimated useful lives. See Note 7, "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 was amortized to underwriting, acquisition and insurance expenses over approximately two years, as the contracts for business in-force at the Acquisition Date expired. The Company fully amortized this balance as of June 30, 2017.
Unpaid losses and loss adjustment expenses - Unpaid losses and loss adjustment expenses acquired includes 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 at 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, is being 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 at the Acquisition Date.

10



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Transaction-related Costs
As a part of the integration of Catlin's operations, the Company incurred costs associated with restructuring the systems, processes and workforce. The Company considered this integration complete during the second quarter of 2017 and will not incur further expenses related to this integration. These costs included 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 3, "Segment Information." Costs incurred and payments made for the nine months ended September 30, 2017 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, 2016
$
25,360

 
$
4,481

 
$
18

 
$
7,107

 
$
36,966

Costs incurred in 2017
19,794

 
9,561

 
11,051

 
32,661

 
73,067

2017 payments
32,868

 
13,022

 
3,328

 
23,827

 
73,045

Liabilities at September 30, 2017
$
12,286

 
$
1,020

 
$
7,741

 
$
15,941

 
$
36,988

3. Segment Information
The Company is organized into two operating segments: Insurance and Reinsurance.
The Company's general investment and financing operations are reflected in "Corporate and Other." Subsequent to the transaction described in Note 1, "Significant Accounting Policies," 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 are held in a separately identified portfolio. Net investment income from these assets is included in the contribution from "Corporate and Other." Certain structured products included in the Insurance and Reinsurance segments are also held in separately identified portfolios. As such, net investment income from these assets is included in the contribution from the applicable segment.

11



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, 2017 and 2016:
Three Months Ended September 30, 2017
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
2,311,090

 
$
704,641

 
$
3,015,731

 
$
59,830

 
$
3,075,561

Net premiums written
1,660,304

 
665,917

 
2,326,221

 
3,146

 
2,329,367

Net premiums earned
1,677,189

 
940,567

 
2,617,756

 
3,146

 
2,620,902

Less: Net losses and loss expenses (2)
1,724,755

 
1,341,968

 
3,066,723

 
10,592

 
3,077,315

Less: Acquisition costs
228,188

 
216,371

 
444,559

 
1,126

 
445,685

Less: Operating expenses (3)
269,727

 
63,723

 
333,450

 
186

 
333,636

Underwriting profit (loss)
$
(545,481
)
 
$
(681,495
)
 
$
(1,226,976
)
 
$
(8,758
)
 
$
(1,235,734
)
Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
152,132

 
7,533

 
159,665

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
30,796

 
30,796

Net results from structured products (5)
1,862

 
16,046

 
17,908

 

 
17,908

Net fee income and other (6)
(1,578
)
 
863

 
(715
)
 
(1,304
)
 
(2,019
)
Extinguishment of debt
 
 
 
 

 
1,582

 
1,582

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

 
 

 
32,618

 
(892
)
 
31,726

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading
 
 
 
 

 
11,548

 
11,548

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
(20,434
)
 
(20,434
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(31,662
)
 
(31,662
)
Net income (loss) from investment affiliates and operating affiliates
 

 
 

 

 
62,528

 
62,528

Less: Foreign exchange (gains) losses
 

 
 

 

 
55,017

 
55,017

Less: Corporate operating expenses
 

 
 

 

 
62,232

 
62,232

Contribution from P&C and Corporate and Other
 

 
 

 
(1,025,033
)
 
(69,476
)
 
(1,094,509
)
Less: Interest expense (7)
 

 
 

 
 

 
39,509

 
39,509

Less: Non-controlling interests
 

 
 

 
 

 
(30,197
)
 
(30,197
)
Less: Income tax expense
 

 
 

 
 

 
(60,132
)
 
(60,132
)
Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 

 
$
(1,043,689
)
Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
102.8
%
 
142.7
%
 
117.2
%
 
 

 
 

Underwriting expense ratio
29.7
%
 
29.8
%
 
29.7
%
 
 

 
 

Combined ratio
132.5
%
 
172.5
%
 
146.9
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes. The underwriting profit (loss) and its components within this section are predominantly driven from 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 $12.3 million and $(5.6) million, respectively.
(6)
Net fee income and other includes operating expenses of $13.5 million 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.

12



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Three Months Ended September 30, 2016
(U.S. dollars in thousands)
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
 

 
 

 
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 affiliates and operating affiliates
 

 
 

 

 
24,566

 
24,566

Less: Foreign 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. The underwriting profit (loss) and its components within this section are predominantly driven from 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 of $11.9 million 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.

13



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Nine Months Ended September 30, 2017
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Total P&C
 
Corporate
and Other (1)
 
Total
Gross premiums written
$
7,582,060

 
$
3,609,707

 
$
11,191,767

 
$
175,160

 
$
11,366,927

Net premiums written
4,910,096

 
3,042,326

 
7,952,422

 
9,280

 
7,961,702

Net premiums earned
4,964,808

 
2,686,522

 
7,651,330

 
9,280

 
7,660,610

Less: Net losses and loss expenses (2)
3,862,205

 
2,317,057

 
6,179,262

 
25,478

 
6,204,740

Less: Acquisition costs (2)
670,579

 
640,844

 
1,311,423

 
3,715

 
1,315,138

Less: Operating expenses (3)
844,137

 
204,915

 
1,049,052

 
697

 
1,049,749

Underwriting profit (loss)
$
(412,113
)
 
$
(476,294
)
 
$
(888,407
)
 
$
(20,610
)
 
$
(909,017
)
Net investment income - excluding Life Funds Withheld Assets (4)
 
 
 
 
454,257

 
22,917

 
477,174

Net investment income - Life Funds Withheld Assets
 
 
 
 
 
 
95,599

 
95,599

Net results from structured products (5)
6,112

 
17,633

 
23,745

 

 
23,745

Net fee income and other (6)
(2,437
)
 
2,243

 
(194
)
 
(1,607
)
 
(1,801
)
Extinguishment of debt
 
 
 
 

 
1,582

 
1,582

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

 
 

 
94,589

 
(9,476
)
 
85,113

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading
 

 
 

 

 
52,075

 
52,075

Net realized and unrealized gains (losses) on derivative instruments
 

 
 

 

 
(28,409
)
 
(28,409
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
 
 
 
 

 
(116,359
)
 
(116,359
)
Net income (loss) from investment affiliates and operating affiliates
 

 
 

 

 
187,920

 
187,920

Less: Foreign exchange (gains) losses
 

 
 

 

 
46,038

 
46,038

Less: Corporate operating expenses
 

 
 

 

 
263,267

 
263,267

Contribution from P&C and Corporate and Other
 

 
 

 
(316,010
)
 
(128,837
)
 
(444,847
)
Less: Interest expense (7)
 

 
 

 
 

 
123,181

 
123,181

Less: Non-controlling interests
 

 
 

 
 

 
39,232

 
39,232

Less: Income tax expense
 

 
 

 
 

 
(18,034
)
 
(18,034
)
Net income (loss) attributable to common shareholders
 

 
 

 
 

 
 
 
$
(589,226
)
Ratios – P&C operations: (8)
 

 
 

 
 

 
 

 
 

Loss and loss expense ratio
77.8
%
 
86.2
%
 
80.8
%
 
 

 
 

Underwriting expense ratio
30.5
%
 
31.5
%
 
30.8
%
 
 

 
 

Combined ratio
108.3
%
 
117.7
%
 
111.6
%
 
 

 
 

____________
(1)
Corporate and Other includes other items of our revenue and expenditures that are not evaluated at the segment level for reporting purposes. The underwriting profit (loss) and its components within this section are predominantly driven from 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 $39.2 million and $15.5 million, respectively.
(6)
Net fee income and other includes operating expenses of $37.2 million 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.

14



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Nine Months Ended September 30, 2016
(U.S. dollars in thousands)
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
 

 
 

 
(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 affiliates and operating affiliates
 

 
 

 

 
67,234

 
67,234

Less: Foreign 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. The underwriting profit (loss) and its components within this section are predominantly driven from 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 of $36.0 million 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.

15



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables summarize the Company's net premiums earned by product type for the three and nine months ended September 30, 2017 and 2016:
Three Months Ended September 30, 2017
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
328,253

 
$
58,304

 
$

 
$
386,557

Casualty
522,564

 
136,532

 

 
659,096

Property catastrophe

 
221,023

 

 
221,023

Property
390,156

 
278,651

 

 
668,807

Specialty
437,350

 
53,611

 

 
490,961

Other (1)
(1,134
)
 
192,446

 

 
191,312

Total P&C Operations
$
1,677,189

 
$
940,567

 
$

 
$
2,617,756

Corporate and Other:
 
 
 
 
 

 
 

Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
3,146

 
3,146

Total Corporate and Other
$

 
$

 
$
3,146

 
$
3,146

Total
$
1,677,189

 
$
940,567

 
$
3,146

 
$
2,620,902

 
 
 
 
 
 
 
 
Three Months Ended September 30, 2016
(U.S. dollars in thousands)
Insurance (2)
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
287,039

 
$
39,029

 
$

 
$
326,068

Casualty
553,223

 
163,845

 

 
717,068

Property catastrophe

 
183,381

 

 
183,381

Property
414,888

 
263,324

 

 
678,212

Specialty
408,857

 
43,712

 

 
452,569

Other (1)
(10,546
)
 
84,925

 

 
74,379

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

____________
(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 re-presented 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 movements of certain items out of Other as follows: Programs business is now reflected in Property or Casualty, depending upon the predominant line for each program; Surplus lines is now reflected primarily in Casualty; and Accident & Health is now reflected in Specialty.

16



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Nine Months Ended September 30, 2017
(U.S. dollars in thousands)
Insurance
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
939,809

 
$
165,534

 
$

 
$
1,105,343

Casualty
1,595,356

 
442,793

 

 
2,038,149

Property catastrophe

 
533,486

 

 
533,486

Property
1,185,946

 
837,490

 

 
2,023,436

Specialty
1,243,137

 
137,913

 

 
1,381,050

Other (1)
560

 
569,306

 

 
569,866

Total P&C Operations
$
4,964,808

 
$
2,686,522

 
$

 
$
7,651,330

Corporate and Other:
 

 
 

 
 

 
 

Run-off Life operations - Annuity
$

 
$

 
$

 
$

Run-off Life operations - Other Life

 

 
9,280

 
9,280

Total Corporate and Other
$

 
$

 
$
9,280

 
$
9,280

Total
$
4,964,808

 
$
2,686,522

 
$
9,280

 
$
7,660,610

 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2016
(U.S. dollars in thousands)
Insurance (2)
 
Reinsurance
 
Corporate
and Other
 
Total
P&C Operations:
 

 
 

 
 

 
 

Professional
$
884,081

 
$
121,982

 
$

 
$
1,006,063

Casualty
1,636,808

 
510,031

 

 
2,146,839

Property catastrophe

 
602,995

 

 
602,995

Property
1,137,609

 
777,993

 

 
1,915,602

Specialty
1,287,221

 
125,717

 

 
1,412,938

Other (1)
(1,664
)
 
229,054

 

 
227,390

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

____________
(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 re-presented 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 movements of certain items out of Other as follows: Programs business is now reflected in Property or Casualty, depending upon the predominant line for each program; Surplus lines is now reflected primarily in Casualty; and Accident & Health is now reflected in Specialty.
4. Investments
(a) Fixed Maturities, Short-Term Investments and Equity Securities
Classification of Fixed Maturity Securities
In an effort to improve operational efficiency, the Company has undergone an initiative to transform its investment operations and related reporting. As a result of this initiative, the Company has simplified the classification of its fixed maturity securities by investment type to align its internal and external reporting processes. Corporate securities previously separated into two classifications have been merged into one. Residential mortgage-backed securities have also been merged into a single classification. Collateralized debt obligations are now reported under Other asset-backed securities. Comparative period amounts have been re-presented to conform to the new classification system.

17



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 Other-Than-Temporary Impairments ("OTTI") recorded in accumulated other comprehensive income ("AOCI"), of the Company's Available for Sale ("AFS") investments at September 30, 2017 and December 31, 2016 were as follows:
 
 
 
Included in AOCI
 
 
 
 
September 30, 2017
(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 and Government Agencies ("U.S. Government")
$
4,291,972

 
$
41,348

 
$
(19,984
)
 
$
4,313,336

 
$

U.S. States, municipalities and political subdivisions
2,009,472

 
102,610

 
(865
)
 
2,111,217

 

Non-U.S. Governments
5,204,769

 
117,205

 
(61,337
)
 
5,260,637

 

Corporate
9,897,084

 
229,162

 
(53,272
)
 
10,072,974

 
(18
)
Residential mortgage-backed securities ("RMBS")
4,907,674

 
56,400

 
(22,372
)
 
4,941,702

 
(10,092
)
Commercial mortgage-backed securities ("CMBS")
1,277,629

 
9,407

 
(9,042
)
 
1,277,994

 
(802
)
Other asset-backed securities
1,546,625

 
27,940

 
(7,050
)
 
1,567,515

 
(35,510
)
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
29,135,225

 
$
584,072

 
$
(173,922
)
 
$
29,545,375

 
$
(46,422
)
Total short-term investments - Excluding Life Funds Withheld Assets
336,071

 
657

 
(674
)
 
336,054

 

Total equity securities - Excluding Life Funds Withheld Assets
920,130

 
94,489

 
(2,677
)
 
1,011,942

 

Total investments - AFS - Excluding Life Funds Withheld Assets
$
30,391,426

 
$
679,218

 
$
(177,273
)
 
$
30,893,371

 
$
(46,422
)
Fixed maturities - AFS - Life Funds Withheld Assets
 

 
 

 
 

 
 

 
 

U.S. Government
$
9,020

 
$
2,070

 
$

 
$
11,090

 
$

Non-U.S. Governments
457,936

 
153,907

 

 
611,843

 

Corporate
981,474

 
230,077

 

 
1,211,551

 

RMBS
503

 
86

 

 
589

 

CMBS
98,779

 
23,444

 

 
122,223

 

Other asset-backed securities
139,999

 
32,839

 

 
172,838

 

Total fixed maturities - AFS - Life Funds Withheld Assets
$
1,687,711

 
$
442,423

 
$

 
$
2,130,134

 
$

Total investments - AFS
$
32,079,137

 
$
1,121,641

 
$
(177,273
)
 
$
33,023,505

 
$
(46,422
)
 
____________
(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.


18



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
 
 
Included in AOCI
 
 
 
 
December 31, 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
$
3,874,038

 
$
53,172

 
$
(32,822
)
 
$
3,894,388

 
$

U.S. States, municipalities and political subdivisions
2,399,490

 
86,041

 
(7,419
)
 
2,478,112

 

Non-U.S. Governments
5,037,482

 
112,772

 
(120,122
)
 
5,030,132

 

Corporate
10,055,757

 
198,082

 
(119,110
)
 
10,134,729

 
(36
)
RMBS
4,479,722

 
71,045

 
(58,142
)
 
4,492,625

 
(47,879
)
CMBS
670,005

 
5,955

 
(10,774
)
 
665,186

 
(1,191
)
Other asset-backed securities
1,252,435

 
13,195

 
(12,242
)
 
1,253,388

 
(2,029
)
Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
27,768,929

 
$
540,262

 
$
(360,631
)
 
$
27,948,560

 
$
(51,135
)
Total short-term investments - Excluding Life Funds Withheld Assets
626,142

 
227

 
(1,176
)
 
625,193

 

Total equity securities - Excluding Life Funds Withheld Assets
996,610

 
48,931

 
(8,210
)
 
1,037,331

 

Total investments - AFS - Excluding Life Funds Withheld Assets
$
29,391,681

 
$
589,420

 
$
(370,017
)
 
$
29,611,084

 
$
(51,135
)
Fixed maturities - AFS - Life Funds Withheld Assets
 
 
 
 
 
 
 
 
 
U.S. Government
$
8,468

 
$
2,109

 
$

 
$
10,577

 
$

Non-U.S. Governments
454,695

 
169,982

 

 
624,677

 

Corporate
1,173,670

 
280,938

 

 
1,454,608

 

RMBS
19,591

 
2,789

 

 
22,380

 

CMBS
77,762

 
16,478

 

 
94,240

 

Other asset-backed securities
84,541

 
17,019

 

 
101,560

 

Total fixed maturities - AFS - Life Funds Withheld Assets
$
1,818,727

 
$
489,315

 
$

 
$
2,308,042

 
$

Total investments - AFS
$
31,210,408

 
$
1,078,735

 
$
(370,017
)
 
$
31,919,126

 
$
(51,135
)
 ____________
(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 trading investments at September 30, 2017 and December 31, 2016 were as follows:
September 30, 2017
(U.S. dollars in thousands)
Amortized
Cost
 
Fair Value
Fixed maturities - trading securities ("Trading") - Life Funds Withheld Assets
 

 
 

U.S. Government
$
16,882

 
$
15,815

Non-U.S. Governments
457,983

 
465,262

Corporate
1,299,270

 
1,334,783

RMBS
886

 
818

CMBS
7,453

 
7,581

Other asset-backed securities
40,932

 
42,206

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,823,406

 
$
1,866,465

Total short-term investments - Trading - Life Funds Withheld Assets
$
9,362

 
$
9,361

Total investments - Trading - Life Funds Withheld Assets
$
1,832,768

 
$
1,875,826


19



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2016
(U.S. dollars in thousands)
Amortized
Cost
 
Fair Value
Fixed maturities - Trading - Life Funds Withheld Assets
 

 
 

U.S. Government
$
14,361

 
$
14,708

U.S. States, municipalities and political subdivisions
219

 
224

Non-U.S. Governments
426,225

 
444,944

Corporate
1,062,853

 
1,111,205

RMBS
936

 
961

CMBS
5,242

 
5,526

Other asset-backed securities
38,342

 
39,446

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,548,178

 
$
1,617,014

Total short-term investments - Trading - Life Funds Withheld Assets
$
9,536

 
$
9,563

Total investments - Trading - Life Funds Withheld Assets
$
1,557,714

 
$
1,626,577

At September 30, 2017 and December 31, 2016, approximately 3.3% and 2.5%, respectively, of the Company's fixed income investment portfolio at fair value, excluding cash and Life Funds Withheld Assets, was invested in securities that were below investment grade or not rated. Approximately 4.6% and 4.1% of the gross unrealized losses in the Company's fixed income investment portfolio, excluding cash and Life Funds Withheld Assets, at September 30, 2017 and December 31, 2016, respectively, related to securities that were below investment grade or not rated.
Contractual Maturities Summary
The contractual maturities of AFS fixed income securities at September 30, 2017 and December 31, 2016 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, 2017

December 31, 2016
(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
$
1,686,672

 
$
1,702,285

 
$
2,121,088

 
$
2,135,262

Due after 1 through 5 years
12,366,653

 
12,483,526

 
12,400,798

 
12,463,844

Due after 5 through 10 years
6,194,107

 
6,294,833

 
5,509,194

 
5,531,402

Due after 10 years
1,155,865

 
1,277,520

 
1,335,687

 
1,406,853

 
$
21,403,297

 
$
21,758,164

 
$
21,366,767

 
$
21,537,361

RMBS
4,907,674

 
4,941,702

 
4,479,722

 
4,492,625

CMBS
1,277,629

 
1,277,994

 
670,005

 
665,186

Other asset-backed securities
1,546,625

 
1,567,515

 
1,252,435

 
1,253,388

Total mortgage and asset-backed securities
$
7,731,928

 
$
7,787,211

 
$
6,402,162

 
$
6,411,199

Total fixed maturities - AFS - Excluding Life Funds Withheld Assets
$
29,135,225

 
$
29,545,375

 
$
27,768,929

 
$
27,948,560

Fixed maturities - AFS - Life Funds Withheld Assets
 

 
 

 
 

 
 

Due less than one year
$
31,584

 
$
33,765

 
$
71,207

 
$
80,749

Due after 1 through 5 years
296,748

 
323,436

 
289,710

 
318,605

Due after 5 through 10 years
216,651

 
258,462

 
274,727

 
324,759

Due after 10 years
903,447

 
1,218,821

 
1,001,189

 
1,365,749

 
$
1,448,430

 
$
1,834,484

 
$
1,636,833

 
$
2,089,862

RMBS
503

 
589

 
19,591

 
22,380

CMBS
98,779

 
122,223

 
77,762

 
94,240

Other asset-backed securities
139,999

 
172,838

 
84,541

 
101,560

Total mortgage and asset-backed securities
$
239,281

 
$
295,650

 
$
181,894

 
$
218,180

Total fixed maturities - AFS - Life Funds Withheld Assets
$
1,687,711

 
$
2,130,134

 
$
1,818,727

 
$
2,308,042

Total fixed maturities - AFS
$
30,822,936

 
$
31,675,509

 
$
29,587,656

 
$
30,256,602

 
 
 
 
 
 
 
 

20



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


September 30, 2017

December 31, 2016
(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
$
57,208

 
$
56,657

 
$
59,138

 
$
59,553

Due after 1 through 5 years
481,836

 
487,343

 
322,574

 
328,997

Due after 5 through 10 years
577,671

 
585,182

 
507,631

 
521,505

Due after 10 years
657,420

 
686,678

 
614,315

 
661,026

 
$
1,774,135

 
$
1,815,860

 
$
1,503,658

 
$
1,571,081

RMBS
886

 
818

 
936

 
961

CMBS
7,453

 
7,581

 
5,242

 
5,526

Other asset-backed securities
40,932

 
42,206

 
38,342

 
39,446

Total mortgage and asset-backed securities
$
49,271

 
$
50,605

 
$
44,520

 
$
45,933

Total fixed maturities - Trading - Life Funds Withheld Assets
$
1,823,406

 
$
1,866,465

 
$
1,548,178

 
$
1,617,014

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, "Significant Accounting Policies." Additionally, certain deposit liabilities and annuity contracts require the use of pledged assets. At September 30, 2017 and December 31, 2016, the Company had $18.0 billion and $17.1 billion in pledged assets, respectively.
(b) Gross Unrealized Losses
The following is an analysis of how long the AFS securities at September 30, 2017 and December 31, 2016 have been in a continual unrealized loss position:
 
Less than 12 months
 
Equal to or greater
than 12 months
September 30, 2017
(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
$
2,744,113

 
$
(14,476
)
 
$
319,287

 
$
(5,938
)
U.S. States, municipalities and political subdivisions
116,193

 
(690
)
 
13,207

 
(174
)
Non-U.S. Governments
1,458,435

 
(18,482
)
 
654,433

 
(43,097
)
Corporate
1,860,565

 
(16,568
)
 
578,271

 
(36,706
)
RMBS
2,079,510

 
(12,193
)
 
412,261

 
(10,179
)
CMBS
569,284

 
(3,959
)
 
109,574

 
(5,082
)
Other asset-backed securities
356,217

 
(1,044
)
 
118,960

 
(6,008
)
Total fixed maturities and short-term investments - AFS
$
9,184,317

 
$
(67,412
)
 
$
2,205,993

 
$
(107,184
)
Total equity securities
$
38,170

 
$
(2,677
)
 
$

 
$


21



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Less than 12 months
 
Equal to or greater
than 12 months
December 31, 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
$
2,456,685

 
$
(30,640
)
 
$
43,873

 
$
(2,237
)
U.S. States, municipalities and political subdivisions
457,288

 
(6,983
)
 
4,287

 
(437
)
Non-U.S. Governments
1,797,405

 
(75,596
)
 
288,490

 
(45,480
)
Corporate
3,414,252

 
(81,594
)
 
264,920

 
(37,595
)
RMBS
2,459,545

 
(41,194
)
 
302,810

 
(16,948
)
CMBS
467,757

 
(9,470
)
 
9,665

 
(1,304
)
Other asset-backed securities
777,435

 
(3,888
)
 
37,535

 
(8,441
)
Total fixed maturities and short-term investments - AFS
$
11,830,367

 
$
(249,365
)
 
$
951,580

 
$
(112,442
)
Total equity securities
$
130,487

 
$
(8,210
)
 
$

 
$

The Company had gross unrealized losses totaling $177.3 million on 2,379 securities out of a total of 7,873 held at September 30, 2017 in its AFS - Excluding Life Funds Withheld Assets portfolio, which either it considers to be temporarily impaired or 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 and Unrealized Gains (Losses)
The following represents an analysis of net realized and unrealized 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)
2017
 
2016
 
2017
 
2016
Net realized gains (losses) on investments - excluding Life Funds Withheld Assets:
 
 
 
 
 
 
 
Gross realized gains
$
80,313

 
$
98,452

 
$
211,481

 
$
241,855

Gross realized losses on investments sold
(44,926
)
 
(30,038
)
 
(114,623
)
 
(110,287
)
OTTI on investments, net of amounts transferred to other comprehensive income
(3,661
)
 
(10,019
)
 
(11,745
)
 
(62,121
)
 
$
31,726

 
$
58,395

 
$
85,113

 
$
69,447

Net realized gains (losses) on investments and net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets:
 
 
 
 
 
 
 
Gross realized gains
$
19,284

 
$
44,183

 
$
84,535

 
$
140,703

Gross realized losses on investments sold
(405
)
 
(172
)
 
(1,404
)
 
(32,162
)
OTTI on investments, net of amounts transferred to other comprehensive income

 

 

 
(2,598
)
Net unrealized gains (losses) on trading securities
$
(7,331
)
 
$
41,270

 
$
(31,056
)
 
$
165,653

 
$
11,548

 
$
85,281

 
$
52,075

 
$
271,596

Total net realized gains (losses) on investments
$
43,274

 
$
143,676

 
$
137,188

 
$
341,043


22



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 Other Comprehensive Income ("OCI"), held by the Company at 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)
2017
 
2016
 
2017
 
2016
Opening balance at beginning of indicated period
$
54,437

 
$
73,391

 
$
61,595

 
$
73,469

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

 
811

 
124

 
12,049

Credit loss impairments previously recognized on securities that matured or were paid down, prepaid or sold during the period
(6,382
)
 
(7,760
)
 
(10,289
)
 
(15,579
)
Additional credit loss impairments recognized in the current period on securities previously impaired
300

 
911

 
564

 
2,014

Accretion of credit loss impairments previously recognized due to an increase in cash flows expected to be collected
(1,577
)
 
(2,003
)
 
(5,216
)
 
(6,603
)
Closing balance at end of indicated period
$
46,778

 
$
65,350

 
$
46,778

 
$
65,350

5. 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 ("Authorities Framework") adopted 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 the Company's risk tolerance, and other guidelines established by the RFC. Derivative instruments in an asset or liability position are included within "Other assets" or "Other liabilities", respectively, at fair value in the Unaudited Consolidated 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. Changes in the fair values of derivatives are shown in the Unaudited Consolidated Statements 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 1(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, 2016.
The following table summarizes information on the notional amounts and gross amounts of derivative fair values contained in the Unaudited Consolidated Balance Sheets at September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
(U.S. dollars in thousands)
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
 
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
Derivatives designated as hedging instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Foreign currency exposure
$
207,028

 
$
3,834

 
$
885,957

 
$
30,460

 
$
1,396,801

 
$
85,175

 
$
583,722

 
$
25,750

Total derivatives designated as hedging instruments
$
207,028

 
$
3,834

 
$
885,957

 
$
30,460

 
$
1,396,801

 
$
85,175

 
$
583,722

 
$
25,750

Derivatives not designated as hedging instruments:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Investment Related Derivatives:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate exposure
$

 
$

 
$
131,674

 
$
34

 
$

 
$

 
$

 
$

Foreign currency exposure
64,307

 
1,170

 
316,806

 
3,716

 
10,049

 
190

 
273,767

 
12,137

Credit exposure
5,000

 
231

 
45,000

 
6,988

 
32,500

 
1,077

 
82,500

 
6,978

Financial market exposure

 

 
4,607

 
79

 
5

 
5

 

 


23



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
September 30, 2017
 
December 31, 2016
(U.S. dollars in thousands)
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
 
Asset
Derivative
Notional
Amount
 
Asset
Derivative
Fair Value
 
Liability
Derivative
Notional
Amount
 
Liability
Derivative
Fair Value
Other Non-Investment Derivatives:
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
Foreign currency exposure
181,300

 
393

 

 

 
181,300

 
1,208

 

 

Credit exposure
26,159

 
65

 

 

 

 

 
24,490

 
340

Guaranteed minimum income benefit contract
38,746

 
17,470

 
38,746

 
17,470

 
43,553

 
19,499

 
43,553

 
19,499

Modified coinsurance and funds withheld contracts (1)
52,804

 

 
4,679,877

 
19,041

 
59,775

 

 
4,048,446

 

Other
5,000

 
81

 

 

 
15,000

 
342

 

 

Total derivatives not designated as hedging instruments
$
373,316

 
$
19,410

 
$
5,216,710

 
$
47,328

 
$
342,182

 
$
22,321

 
$
4,472,756

 
$
38,954

Total derivatives
 
 
$
23,244

 
 
 
$
77,788

 
 
 
$
107,496

 
 
 
$
64,704

Counterparty netting
 
 
(3,681
)
 
 
 
(3,681
)
 
 
 
(17,947
)
 
 
 
(17,947
)
Total derivatives net of counterparty netting
 
 
19,563

 
 
 
74,107

 
 
 
89,549

 
 
 
46,757

Cash collateral held/paid (2)
 
 

 
 
 
(25,188
)
 
 
 
(36,980
)
 
 
 
(5,810
)
Total derivatives as recorded in the Unaudited Consolidated Balance Sheets
 
 
$
19,563

 
 
 
$
48,919

 
 
 
$
52,569

 
 
 
$
40,947

____________
(1)
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 Unaudited Consolidated 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 and other outward reinsurance contracts under which the Company cedes risk are recorded as liability derivative notional amounts. Included in the liability derivative notional amount at September 30, 2017 is the cumulative net realized and unrealized loss on the life retrocession embedded derivative of $1.0 billion.
(2)
At September 30, 2017, the Company held cash collateral related to foreign currency derivative positions and certain other derivative positions of nil for derivatives in an asset position and paid cash collateral of $25.2 million for derivatives in a liability position. At December 31, 2016, the Company held cash collateral related to a foreign currency derivative position and certain other derivative positions of $37.0 million for derivatives in an asset position and paid cash collateral of $5.8 million 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 Hedges of a Net Investment in a Foreign Operation
The Company utilizes foreign currency contracts to hedge the fair value of certain net investments in foreign operations. During the three and nine months ended September 30, 2017 and 2016, the Company entered into foreign currency contracts that were formally designated as hedges of investments in foreign subsidiaries, the majority of which have functional currencies of either the British Pound 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, 2017 and 2016:
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)
2017
 
2016
 
2017
 
2016
Weighted average of U.S. dollar equivalent of foreign denominated net assets
$
1,167,395

 
$
2,575,987

 
$
1,501,284

 
$
2,401,640

Derivative gains (losses) (1)
(15,280
)
 
1,999

 
$
(94,047
)
 
$
35,882

____________
(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.    
As described in Note 9, "Notes Payable and Debt and Financing Arrangements," the Company has issued debt denominated in Euros that is designated and qualifies as a nonderivative hedging instrument against an equal amount of the Company's currency exposure to the Euro resulting from net investments in foreign operations. Accordingly, the foreign currency revaluation of this debt is recorded in accumulated other comprehensive income (loss) ("AOCI"), offsetting the foreign currency translation adjustment of the related net investments that is also recorded in AOCI.

24



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(b) 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 derivative instruments" in the Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016:
Net Realized and Unrealized Gains (Losses) on Derivative Instruments
Three months ended September 30,
 
Nine months ended September 30,
(U.S. dollars in thousands)
2017
 
2016
 
2017
 
2016
Investment Related Derivatives:
 

 
 

 
 

 
 

Interest rate exposure
$
(109
)
 
$

 
$
49

 
$
781

Foreign currency exposure
(1,963
)
 
74

 
(3,696
)
 
(592
)
Credit exposure
(289
)
 
(812
)
 
(1,668
)
 
(959
)
Financial market exposure

 
(45
)
 
185

 
(2,866
)
Other Non-Investment Derivatives:
 
 
 
 
 

 
 
Foreign currency exposure
26

 
(347
)
 
(1,150
)
 
(1,345
)
Credit exposure

 
4,477

 
770

 
4,424

Modified coinsurance and funds withheld contracts, including life retrocession embedded derivative
(17,980
)
 
2,143

 
(21,667
)
 
3,331

Other
(119
)
 

 
(1,232
)
 

Net realized and unrealized gains (losses) on derivative instruments
$
(20,434
)
 
$
5,490

 
$
(28,409
)
 
$
2,774

 
 
 
 
 
 
 
 
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
$
(31,662
)
 
$
(225,610
)
 
$
(116,359
)
 
$
(691,432
)
The Company's objectives in using these derivatives are explained below.
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.
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 Currency Exposure
The Company has exposure to foreign currency exchange rate fluctuations through its operations and in its investment portfolio. The Company uses foreign currency contracts to manage its exposure to the effects of fluctuating foreign currencies on the value of certain of its foreign currency fixed maturities and equities. 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.

25



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 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, equity options, total return swaps, and commodity contracts.
Other Non-Investment Derivatives
Foreign Currency Contracts
In the fourth quarter of 2016, 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. The option will mature in the fourth quarter of 2017. In the prior year, the Company entered into a similar average rate option.
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. At September 30, 2017, 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.
Guaranteed Minimum Income Benefit Contract
The Company 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, including Life Retrocession Embedded Derivatives
The Company has modified coinsurance and funds withheld reinsurance agreements that provide for a return to be paid 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."
In addition, the Company entered into the GreyCastle Life Retro Arrangements, as described in Note 1, "Significant Accounting Policies." 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."

26



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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)
2017
 
2016
 
2017
 
2016
Underwriting profit (loss)
$

 
$

 
$

 
$

Net investment income - Life Funds Withheld Assets
30,796

 
38,937

 
95,599

 
119,643

Net realized gains (losses) on investments sold - Life Funds Withheld Assets
18,879

 
44,011

 
83,131

 
108,541

Net unrealized gains (losses) on investments, Trading - Life Funds Withheld Assets
(7,331
)
 
41,270

 
(31,056
)
 
165,653

OTTI on investments - Life Funds Withheld Assets

 

 

 
(2,598
)
Foreign exchange gains (losses)
8,543

 
1,535

 
26,801

 
5,899

Other income and expenses

 

 
(90
)
 
(170
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(31,662
)
 
(225,610
)
 
(116,359
)
 
(691,432
)
Net income (loss)
$
19,225

 
$
(99,857
)
 
$
58,026

 
$
(294,464
)
Change in net unrealized gains (losses) on investments - Life Funds Withheld Assets
(14,579
)
 
77,242

 
(46,643
)
 
206,480

Change in adjustments related to future policy benefit reserves
5,412

 
2,058

 
13,981

 
27,820

Change in cumulative translation adjustment - Life Funds Withheld Assets
(10,058
)
 
20,557

 
(25,364
)
 
60,164

Total changes to other comprehensive income as a result of GreyCastle Life Retro Arrangements
$
(19,225
)
 
$
99,857

 
$
(58,026
)
 
$
294,464

Comprehensive income (loss)
$

 
$

 
$

 
$

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 no 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 sale of the Life Funds Withheld Assets.
Other
The Company has entered into short term weather derivative swap agreements as the fixed rate payer which provide for a return to be paid to the Company based on the occurrence of certain industry weather events. The derivatives are recorded at fair value with changes in fair value recognized in earnings through "Net realized and unrealized gains (losses) on derivative instruments."
(c) 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
During the fourth quarter of 2010 and the third quarter of 2012, the Company settled a total of five interest rate contracts designated as fair value hedges of certain of the Company's structured indemnity contracts. The gain on settlement of these contracts, which represented the effective portion of the hedging relationship, was recorded as an increase in the carrying value of the deposit liabilities and is being amortized through interest expense over the remaining term of the structured indemnity contracts.

27



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 at September 30, 2017 and 2016 are shown below:
Settlement of Fair Value Hedges - Summary
Fair Value Hedges - Structured Indemnity Contracts September 30,
(U.S. dollars in thousands, except years)
2017
 
2016
Cumulative reduction to interest expense
$
119,591

 
$
110,914

Remaining balance
$
113,604

 
$
122,282

Weighted average years remaining to maturity
19.0

 
20.4

(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 at September 30, 2017 and December 31, 2016 were as follows:
Contingent Credit Features - Summary:
(U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
Aggregate fair value of derivative agreements with downgrade provisions in a net liability position
$
30,197

 
$
14,130

Collateral posted to counterparty
$
32,400

 
$
4,630

6. 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 at 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 its third party valuation sources to assess whether the prices represent a reasonable estimate of the fair value. 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 its 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 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

28



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 pricing services, 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 1(b), "Significant Accounting Policies - Fair Value Measurements," and Item 8, Note 8, "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, 2016.
(a) Fair Value Summary
The following tables set forth the Company's assets and liabilities that were accounted for at fair value at September 30, 2017 and December 31, 2016 by level within the fair value hierarchy:
September 30, 2017
(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)
 
Counterparty
Netting
 
Balance at
September 30, 2017
Assets
 

 
 

 
 

 
 

 
 

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

 
$
4,294,540

 
$
18,796

 
$

 
$
4,313,336

U.S. States, municipalities and political subdivisions

 
2,111,217

 

 

 
2,111,217

Non-U.S. Governments

 
5,260,637

 

 

 
5,260,637

Corporate

 
10,071,680

 
1,294

 

 
10,072,974

RMBS

 
4,941,702

 

 

 
4,941,702

CMBS

 
1,277,216

 
778

 

 
1,277,994

Other asset-backed securities

 
1,551,264

 
16,251

 

 
1,567,515

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

 
$
29,508,256

 
$
37,119

 
$

 
$
29,545,375

Short-term investments, at fair value (1)

 
336,054

 

 

 
336,054

Equity securities, at fair value
844,923

 
167,019

 

 

 
1,011,942

Total investments AFS - Excluding Funds Withheld Assets
$
844,923

 
$
30,011,329

 
$
37,119

 
$

 
$
30,893,371

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

 
$
11,090

 
$

 
$

 
$
11,090

Non-U.S. Governments

 
611,843

 

 

 
611,843

Corporate

 
1,211,551

 

 

 
1,211,551

RMBS

 
589

 

 

 
589

CMBS

 
122,223

 

 

 
122,223

Other asset-backed securities

 
172,838

 

 

 
172,838

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

 
$
2,130,134

 
$

 
$

 
$
2,130,134

Total investments - AFS, at fair value
$
844,923

 
$
32,141,463

 
$
37,119

 
$

 
$
33,023,505

 
 
 
 
 
 
 
 
 
 
Fixed maturities - Trading


 


 


 


 


U.S. Government
$

 
$
15,815

 
$

 
$

 
$
15,815

Non-U.S. Governments

 
465,262

 

 

 
465,262

Corporate

 
1,334,783

 

 

 
1,334,783

RMBS

 
818

 

 

 
818

CMBS

 
7,581

 

 

 
7,581

Other asset-backed securities

 
42,206

 

 

 
42,206

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

 
$
1,866,465

 
$

 
$

 
$
1,866,465

Short-term investments, at fair value (1)

 
9,361

 

 

 
9,361

Total investments, Trading
$

 
$
1,875,826

 
$

 
$

 
$
1,875,826


29



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017
(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)
 
Counterparty
Netting
 
Balance at
September 30, 2017
Cash equivalents (2)
242,977

 
1,386,542

 

 

 
1,629,519

Cash equivalents - Life Funds Withheld Assets (2)
505

 
64,769

 

 

 
65,274

Other investments (3)

 
558,934

 
219,462

 

 
778,396

Other assets (4)

 
5,628

 
17,616

 
(3,681
)
 
19,563

Total assets accounted for at fair value
$
1,088,405

 
$
36,033,162

 
$
274,197

 
$
(3,681
)
 
$
37,392,083

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

 
$
1,037,270

 
$

 
$

 
$
1,037,270

Other liabilities (4)

 
60,318

 
17,470

 
(3,681
)
 
74,107

Total liabilities accounted for at fair value
$

 
$
1,097,588

 
$
17,470

 
$
(3,681
)
 
$
1,111,377

December 31, 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)
 
Counterparty
Netting
 
Balance at
December 31,
2016
Assets
 

 
 

 
 

 
 

 
 

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

 
$
3,869,637

 
$
24,751

 
$

 
$
3,894,388

U.S. States, municipalities and political subdivisions

 
2,478,112

 

 

 
2,478,112

Non-U.S. Governments

 
5,030,132

 

 

 
5,030,132

Corporate

 
10,114,644

 
20,085

 

 
10,134,729

RMBS

 
4,492,625

 

 

 
4,492,625

CMBS

 
665,087

 
99

 

 
665,186

Other asset-backed securities

 
1,252,257

 
1,131

 

 
1,253,388

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

 
$
27,902,494

 
$
46,066

 
$

 
$
27,948,560

Short-term investments, at fair value (1)

 
625,193

 

 

 
625,193

Equity securities, at fair value
898,664

 
138,667

 

 

 
1,037,331

Total investments AFS - Excluding Funds Withheld Assets
$
898,664

 
$
28,666,354

 
$
46,066

 
$

 
$
29,611,084

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

 
$
10,577

 
$

 
$

 
$
10,577

Non-U.S. Governments

 
624,677

 

 

 
624,677

Corporate

 
1,454,608

 

 

 
1,454,608

RMBS

 
22,380

 

 

 
22,380

CMBS

 
94,240

 

 

 
94,240

Other asset-backed securities

 
101,560

 

 

 
101,560

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

 
$
2,308,042

 
$

 
$

 
$
2,308,042

Total investments - AFS, at fair value
$
898,664

 
$
30,974,396

 
$
46,066

 
$

 
$
31,919,126


30



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 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)
 
Counterparty
Netting
 
Balance at
December 31,
2016
Fixed maturities - Trading
 
 
 
 
 
 
 
 
 
U.S. Government
$

 
$
14,708

 
$

 
$

 
$
14,708

U.S. States, municipalities and political subdivisions

 
224

 

 

 
224

Non-U.S. Governments

 
444,944

 

 

 
444,944

Corporate

 
1,111,205

 

 

 
1,111,205

RMBS

 
961

 

 

 
961

CMBS

 
5,526

 

 

 
5,526

Other asset-backed securities

 
39,446

 

 

 
39,446

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

 
$
1,617,014

 
$

 
$

 
$
1,617,014

Short-term investments, at fair value (1)

 
9,563

 

 

 
9,563

Total investments, Trading
$

 
$
1,626,577

 
$

 
$

 
$
1,626,577

Cash equivalents (2)
573,398

 
1,096,254

 

 

 
1,669,652

Cash equivalents - Life Funds Withheld Assets (2)

 
72,798

 

 

 
72,798

Other investments (3)

 
493,874

 
205,528

 

 
699,402

Other assets (4)

 
87,655

 
19,841

 
(17,947
)
 
89,549

Total assets accounted for at fair value
$
1,472,062

 
$
34,351,554

 
$
271,435

 
$
(17,947
)
 
$
36,077,104

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

 
$
937,721

 
$

 
$

 
$
937,721

Other liabilities (4)

 
44,865

 
19,839

 
(17,947
)
 
46,757

Total liabilities accounted for at fair value
$

 
$
982,586

 
$
19,839

 
$
(17,947
)
 
$
984,478

____________
(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 certain investments that are measured using net asset value as a practical expedient in the amount of $194.7 million and $322.9 million at September 30, 2017 and December 31, 2016, respectively. Under GAAP, these investments are excluded from the fair value hierarchy table. In addition, the Other investments balance excludes loans held at amortized cost. These investments, which totaled $172.5 million at September 30, 2017 and $142.3 million at December 31, 2016, are carried at amortized cost. For further information, see Item 8, Note 6, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
(4)
Other assets and other liabilities include derivative instruments. The derivative balances included in each category are reported gross of cash collateral by level with a counterparty netting adjustment presented separately in the 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 5, "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, "Significant Accounting Policies," accrue to the benefit of GCLR.
(b) Level 2 Asset Valuations
U.S. Government, Corporate and Non-U.S. Governments
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.
U.S. States, municipalities and political subdivisions
Transaction activity inputs utilized in the valuation of fair value hierarchy Level 2 securities within this sub-category include actual 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,

31



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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 analyses.
RMBS, CMBS and Other asset-backed securities
As part of the process to determine fair value, 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 actual trades, results of bids-wanted, buy-side/evaluator dialogue and sell-side/evaluator dialogue and market research reports. Cash flow inputs into the evaluation process include conditional prepayment rates, conditional decay rates, and delinquency and loss severity rates. This assumptive data is reviewed and updated using third party reported information to reflect current market convention.
Equity securities and other investments
Equity securities and other investment securities generally include investments in thinly traded equity funds and fixed income funds (including Overseas Deposits). Fair value is determined based upon prices received from third party service providers as well as from net asset values ("NAV") received from the fund administrators.
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 against observable inputs and model selection does not involve significant management judgment.
Funds withheld on GreyCastle Life Retro Arrangements (net of future policy benefit reserves recoverable)
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 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 Unaudited Consolidated Balance Sheets. The fair value of the embedded derivative is considered a Level 2 valuation.
There were no significant transfers between Level 1 and Level 2 during each of the three and nine months ended September 30, 2017 and 2016.
(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, 2017 and 2016 for all financial assets and liabilities measured at fair value using significant unobservable inputs (Level 3) at September 30, 2017 and 2016, 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, 2017 and 2016, 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.
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.

32



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Fixed maturities and short-term investments
The Company's Level 3 assets consist primarily of U.S. Government securities, Corporates and Other asset-backed securities, 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 pricing services, 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 premiums 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. Management reviews the values received and incorporates 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 received 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 6, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
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.

33



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Three Months Ended September 30, 2017
(U.S. dollars in thousands)
Balance, beginning of period
 
Realized gains (losses)
 
Movement in unrealized gains (losses)
 
Purchases and Issuances
 
Sales
 
Settlements
 
Net transfers into (out of) Level 3 (1)
 
Balance, end of period
 
Movement in total gains (losses) relating to investments still held
U.S. Government
$
19,059

 
$

 
$
50

 
$

 
$

 
$
(313
)
 
$

 
$
18,796

 
$
50

Corporate
1,184

 

 
1

 

 

 

 
109

 
1,294

 
(1
)
CMBS
78

 

 
4

 
698

 

 
(2
)
 

 
778

 
4

Other asset-backed securities
6,891

 
15

 

 
15,582

 
(3,770
)
 

 
(2,467
)
 
16,251

 

Short-term investments
3

 

 

 

 

 
(3
)
 

 

 

Other investments
220,348

 
2,571

 
8,047

 
5,464

 

 
(9,813
)
 
(7,155
)
 
219,462

 
(1,620
)
Derivative Contracts - Net
540

 

 
(394
)
 

 

 

 

 
146

 
(394
)
Total
$
248,103

 
$
2,586

 
$
7,708

 
$
21,744

 
$
(3,770
)
 
$
(10,131
)
 
$
(9,513
)
 
$
256,727

 
$
(1,961
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 3 Assets and Liabilities - Three Months Ended September 30, 2016
(U.S. dollars in thousands)
Balance, beginning of period
 
Realized gains (losses)
 
Movement in unrealized gains (losses)
 
Purchases and Issuances
 
Sales
 
Settlements
 
Net transfers into (out of) Level 3 (1)
 
Balance, end of period
 
Movement in total gains (losses) relating to investments still held
U.S. Government
$
44,256

 
$
(37
)
 
$
116

 
$

 
$

 
$
(685
)
 
$

 
$
43,650

 
$
79

Corporate
45,566

 
(3,088
)
 
94

 

 
(30,420
)
 

 
(1,866
)
 
10,286

 
17

RMBS
15

 

 

 

 

 

 
(15
)
 

 

CMBS

 

 
(1
)
 

 

 

 
102

 
101

 
(1
)
Other asset-backed securities
24,649

 
92

 
1,189

 
124,843

 

 
(4,267
)
 
(4,095
)
 
142,411

 
333

Other investments
225,094

 
7,757

 
(62
)
 
9,297

 
(12,000
)
 
(14,869
)
 
(2,463
)
 
212,754

 
6,902

Derivative Contracts - Net
(9,836
)
 

 
9,879

 

 

 

 

 
43

 
55

Total
$
329,744

 
$
4,724

 
$
11,215

 
$
134,140

 
$
(42,420
)
 
$
(19,821
)
 
$
(8,337
)
 
$
409,245

 
$
7,385

____________
(1)
Net transfers include both movement in and movement out of Level 3. Other asset-backed securities, for the three months ended September 30, 2017, includes $3.1 million of outgoing transfers partially offset by $0.7 million of incoming transfers.


34



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Level 3 Assets and Liabilities - Nine Months Ended September 30, 2017
(U.S. dollars in thousands)
Balance, beginning of period
 
Realized gains (losses)
 
Movement in unrealized gains (losses)
 
Purchases and Issuances
 
Sales
 
Settlements
 
Net transfers into (out of) Level 3 (1)
 
Balance, end of period
 
Movement in total gains (losses) relating to investments still held
U.S. Government
$
24,751

 
$
(38
)
 
$
(224
)
 
$

 
$

 
$
(935
)
 
$
(4,758
)
 
$
18,796

 
$
227

Corporate
20,085

 
27

 
(18
)
 

 
(20,014
)
 
(31
)
 
1,245

 
1,294

 
5

RMBS

 
17

 
(526
)
 

 

 
(173
)
 
682

 

 

CMBS
99

 
21

 
(14
)
 
698

 

 
(26
)
 

 
778

 
4

Other asset-backed securities
1,131

 
101

 
1,111

 
22,472

 
(5,216
)
 
(286
)
 
(3,062
)
 
16,251

 

Short-term investments

 

 

 
11,693

 
(11,662
)
 
(31
)
 

 

 

Other investments
205,528

 
2,097

 
24,327

 
21,743

 
(2,207
)
 
(22,162
)
 
(9,864
)
 
219,462

 
8,581

Derivative Contracts - Net
2

 

 
144

 

 

 

 

 
146

 
146

Total
$
251,596

 
$
2,225

 
$
24,800

 
$
56,606

 
$
(39,099
)
 
$
(23,644
)
 
$
(15,757
)
 
$
256,727

 
$
8,963

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 3 Assets and Liabilities - Nine Months Ended September 30, 2016
(U.S. dollars in thousands)
Balance, beginning of period
 
Realized gains (losses)
 
Movement in unrealized gains (losses)
 
Purchases and Issuances
 
Sales
 
Settlements
 
Net transfers into (out of) Level 3 (1)
 
Balance, end of period
 
Movement in total gains (losses) relating to investments still held
U.S. Government
$
45,063

 
$
(112
)
 
$
743

 
$

 
$

 
$
(2,044
)
 
$

 
$
43,650

 
$
630

Corporate
53,873

 
(2,991
)
 
26

 
1,955

 
(30,420
)
 
(6
)
 
(12,151
)
 
10,286

 
48

RMBS
3,077

 
(3
)
 
7

 

 

 
(229
)
 
(2,852
)
 

 

CMBS

 

 
(1
)
 

 

 

 
102

 
101

 
(1
)
Other asset-backed securities
50,265

 
704

 
4,722

 
125,915

 

 
(37,220
)
 
(1,975
)
 
142,411

 
4,479

Other investments
264,415

 
14,588

 
(8,519
)
 
34,450

 
(12,000
)
 
(34,334
)
 
(45,846
)
 
212,754

 
5,276

Derivative Contracts - Net
(9,791
)
 

 
9,834

 

 

 

 

 
43

 
10

Total
$
406,902

 
$
12,186

 
$
6,812

 
$
162,320

 
$
(42,420
)
 
$
(73,833
)
 
$
(62,722
)
 
$
409,245

 
$
10,442

____________
(1)
Net transfers include both movement in and movement out of Level 3. Corporate for the nine months ended September 30, 2017, includes $1.4 million of incoming transfers partially offset by $0.1 million of outgoing transfers. RMBS for the nine months ended September 30, 2017, includes $4.1 million of incoming transfers partially offset by $3.4 million of outgoing transfers. Other asset-backed securities, for the nine months ended September 30, 2017, includes $9.8 million of outgoing transfers partially offset by $6.8 million of incoming transfers. Other investments, for the nine months ended September 30, 2016, includes $61.3 million of outgoing transfers partially offset by $15.5 million of incoming transfers. Other asset-backed securities, for the nine months ended September 30, 2016, includes $5.0 million of outgoing transfers partially offset by $3.0 million of incoming transfers.

35



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(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.
The following table includes financial instruments for which the carrying values differ from the estimated fair values at September 30, 2017 and December 31, 2016. All of these fair value estimates are considered Level 2 fair value measurements.
 
September 30, 2017
 
December 31, 2016
(U.S. dollars in thousands)
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
Financial Assets - Other investments
$
172,453

 
$
182,454

 
$
142,271

 
$
153,173

Deposit liabilities
$
1,030,290

 
$
1,258,115

 
$
1,116,233

 
$
1,337,406

Notes payable and debt
3,210,063

 
3,476,673

 
2,647,677

 
2,813,257

Financial Liabilities
$
4,240,353

 
$
4,734,788

 
$
3,763,910

 
$
4,150,663

The Company historically participated in structured transactions, the remaining of which are largely comprised of 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 are determined through use of internal models utilizing benchmark yields, issuer spreads 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 47.9 basis points and 50.0 basis points at September 30, 2017 and December 31, 2016, 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 not carried at fair value as defined in the authoritative guidance over necessary disclosures, which excludes certain financial instruments, particularly insurance contracts.
7. Goodwill and Other Intangible Assets
The Company had goodwill and other intangible assets of $2.2 billion at September 30, 2017 and December 31, 2016.
In the third quarter of 2016, as a result of the transaction described in Note 2(c), "Acquisitions and Disposals - Brooklyn Acquisition," the Company recognized definite-lived 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 2(d), "Acquisitions and Disposals - Allied Acquisition," the Company recognized 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.
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, 2017:
(U.S. dollars in thousands)
Goodwill
 
Intangible
assets with an
indefinite life
 
Intangible
assets with a
definite life
 
Total
Balance at December 31, 2016
$
1,213,524

 
$
682,779

 
$
307,350

 
$
2,203,653

Amortization

 

 
(16,876
)
 
(16,876
)
Foreign Currency Translation
18,749

 
14,950

 
6,538

 
40,237

Balance at September 30, 2017
$
1,232,273

 
$
697,729

 
$
297,012

 
$
2,227,014


36



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8. Losses and Loss Expenses
The following table represents a reconciliation of the beginning and ending balances of unpaid losses and loss expenses, including an analysis of the Company's paid and unpaid losses and loss expenses incurred for the years indicated:
(U.S. dollars in thousands)
2017
 
2016
Unpaid losses and loss expenses at the beginning of the year
$
25,939,571

 
$
25,439,744

Unpaid losses and loss expenses recoverable at the beginning of the year (1)
5,480,300

 
5,248,905

Net unpaid losses and loss expenses at the beginning of the year
$
20,459,271

 
$
20,190,839

Acquired reserves

 
101,315

Increase (decrease) in net losses and loss expenses incurred in respect of losses occurring in:
 
 
 
Current year
6,272,852

 
4,702,321

Prior year
(93,590
)
 
(195,647
)
Total net incurred losses and loss expenses
$
6,179,262

 
$
4,506,674

Foreign exchange and other
555,350

 
(263,342
)
Less net losses and loss expenses paid in respect of losses occurring in:
 
 
 
Current year
654,494

 
695,256

Prior year
3,505,086

 
3,139,995

Total net paid losses
$
4,159,580

 
$
3,835,251

Net unpaid losses and loss expenses at September 30
23,034,303

 
20,700,235

Unpaid losses and loss expenses recoverable at September 30 (1)
6,954,034

 
5,470,148

Unpaid losses and loss expenses at September 30
$
29,988,337

 
$
26,170,383

____________
(1)    Property and Casualty business only, net of provision for uncollectible reinsurance.
The three months ended September 30, 2017 experienced a significant number of natural catastrophe losses. In August, Hurricane Harvey impacted the Western Gulf Coast of the United States. In September, Hurricane Irma impacted the Caribbean and the Eastern Gulf Coast of the United States. Also in September, Hurricane Maria impacted the Caribbean. All three hurricanes caused significant damage. In addition, there were other natural catastrophe losses in the quarter, including the Mexican Earthquakes and Typhoon Hato in Southeast Asia ("Other Cats"). Collectively, Hurricanes Harvey, Irma, Maria and the Other Cats have had a significant impact on the Company's results of operations for the three and nine months ended September 30, 2017.
The following table presents the net (favorable) adverse prior year loss development of the Company's loss and loss expense reserves for its property and casualty operations by operating segment for each of the years indicated:
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2017
 
2016
Insurance segment
$
(30,680
)
 
$
(67,498
)
Reinsurance segment
(62,910
)
 
(128,149
)
Total
$
(93,590
)
 
$
(195,647
)
The significant developments in prior year loss reserve estimates for each of the years indicated within the Company's Insurance and Reinsurance segments are discussed below.

37



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Insurance Segment
The following table summarizes the net (favorable) adverse prior year reserve development by product type relating to the Insurance segment for the nine months ended September 30, 2017 and 2016:
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2017
 
2016
Professional
$
(54,833
)
 
$
(369
)
Casualty
(74,443
)
 
(45,230
)
Property
91,488

 
(7,356
)
Specialty
7,108

 
(14,543
)
Total
$
(30,680
)
 
$
(67,498
)
Net favorable prior year reserve development was $30.7 million for the nine months ended September 30, 2017 for the Insurance segment, driven by the following:
For professional lines, net prior year development was $54.8 million favorable. This was driven by better than expected loss experience in Bermuda regarding the 2015 and 2016 accident years, partially offset by strengthening in the international financial lines management liability book to reflect significant large loss experience.
For casualty lines, net prior year development was $74.4 million favorable. This was driven by better than expected loss experience on mature years of a North America excess casualty book resulting in releases of $50.5 million, as well as reductions to reflect better than expected loss experience reported on North America construction and global risk management. This was partially offset by strengthening to reflect worse than expected loss experience reported on the excess and surplus portfolio.
For property lines, net prior year development was $91.5 million unfavorable. This was driven by deteriorations in the London wholesale property book which led to strengthening of $49.4 million, and significant adverse large loss experience on the energy property book resulting in strengthening of $38.3 million.
For specialty lines, net prior year development was $7.1 million unfavorable. This was driven by worse than expected large loss experience in more recent years in the crisis management and political risk & trade credit portfolios, partially offset by better than expected attritional loss experience in the aerospace book.
Net favorable prior year reserve development totaled $67.5 million for the Insurance segment for the nine months ended September 30, 2016. Professional lines had favorable net prior year development of $0.4 million. Casualty lines favorable net prior year development of $45.2 million was driven by releases in international casualty, primarily to reflect better than expected loss experience reported on the general and professional liability books, and in discontinued casualty primarily due to our reassessment of the losses incurred but not reported provision for the U.S. Casualty risk solutions portfolio, discontinued prior to 2008, following favorable claims resolutions in recent years. For property lines, net prior year development was $7.4 million favorable driven by reflecting better than expected reported non-catastrophe loss experience. Specialty lines had $14.5 million net favorable prior year development driven by releases in discontinued specialty following the expiration of a policy, and due to better than expected loss experience on the cargo, hull and liability businesses in marine lines. This was partially offset by a 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.
Reinsurance Segment
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, 2017 and 2016:
 
Nine Months Ended
 
September 30,
(U.S. dollars in thousands)
2017
 
2016
Property and other short-tail lines
$
(124,362
)
 
$
(69,028
)
Casualty and other long-tail lines
61,452

 
(59,121
)
Total
$
(62,910
)
 
$
(128,149
)

38



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Net favorable prior year reserve development was $62.9 million for the nine months ended September 30, 2017 for the Reinsurance segment, driven by the following:
Net favorable prior year development for the short-tail lines totaled $124.4 million. Details of the significant components are as follows:
For property lines, net prior year development was $115.0 million favorable, primarily due to better than expected experience on attritional losses and favorable development on catastrophes and other large losses.
For specialty lines, net prior year development was $9.4 million favorable, mainly due to better than expected experience on attritional losses, partially offset by unfavorable movement on large losses in the Aviation book.
Net unfavorable prior year development for the long-tail lines totaled $61.5 million. Details of the significant components are as follows:
For casualty lines, net prior year development was $61.0 million unfavorable primarily due to the decrease of the discount rate used to calculate lump sum awards in U.K. bodily injury cases from 2.5% to negative 0.75%, which impacted the Company's carried reserves for relevant lines of business, primarily U.K. motor business.
For other lines, net prior year development was $0.5 million unfavorable mainly due to worse than expected experience on attritional losses on the whole account book, partially offset by a release of large losses in the credit and surety book.
Net favorable prior year reserve development totaled $128.1 million for the nine months ended September 30, 2016. The short-tail lines benefited from $5.1 million in favorable development from property other lines, $54.4 million in favorable development in property catastrophe lines and $9.6 million in favorable development within specialty lines. The release in long-tail lines was due to favorable development of $50.4 million and $8.7 million in casualty and other, respectively.
There is no assurance that conditions and trends that have affected the development of liabilities in the past will continue. Accordingly, the Company's historical results are not indicative of future releases or strengthening.
9. Notes Payable and Debt and Financing Arrangements
(a) Notes Payable and Debt
The following table presents the Company's outstanding notes payable and debt at September 30, 2017 and December 31, 2016:
(U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
Commitment/
Debt (1)
 
In Use/
Outstanding (2)
 
Commitment/
Debt (1)
 
In Use/
Outstanding (2)
Debt:
 
 
 
 
 
 
 
 2.30% Senior Notes due December 2018
$
300,000

 
$
299,189

 
$
300,000

 
$
298,686

 5.75% Senior Notes due October 2021
400,000

 
398,277

 
400,000

 
397,953

 6.375% Senior Notes due November 2024
350,000

 
349,221

 
350,000

 
349,139

 4.45% Subordinated Notes due March 2025
500,000

 
493,936

 
500,000

 
493,329

 6.25% Senior Notes due May 2027
325,000

 
323,492

 
325,000

 
323,375

 5.25% Senior Notes due December 2043
300,000

 
296,526

 
300,000

 
296,427

 5.5% Subordinated Notes due March 2045
483,305

 
472,736

 
500,000

 
488,768

 3.25% Subordinated Notes due June 2047
587,150

 
576,686

 

 

Total debt carrying value
$
3,245,455

 
$
3,210,063

 
$
2,675,000

 
$
2,647,677

_________
(1)
Excluded from the table are certain credit facilities under which the Company was permitted to utilize up to $750.0 million at September 30, 2017 and $1.0 billion at December 31, 2016, for revolving loans to support general operating and financing needs. At September 30, 2017 and December 31, 2016, $2 million and $245 million, respectively, were utilized under these facilities to issue letters of credit, leaving $748.0 million and $755.0 million, respectively, available to support other operating and financing needs.
(2)    "In Use/Outstanding" data represent September 30, 2017 and December 31, 2016 accreted values.
All outstanding debt of the Company at September 30, 2017 and December 31, 2016 was issued by XLIT, a 100% owned subsidiary of XL Group. XLIT's outstanding debt, other than the Senior Notes due 2024 and due 2027, is fully and unconditionally guaranteed by XL Group. See Note 16, "Guarantor Financial Information," for condensed comparative financial information of XL Group and XLIT for the periods ended September 30, 2017 and December 31, 2016.

39



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The ability of XLIT, 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 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 24, "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, 2016.
On June 29, 2017, XLIT issued €500 million ($568.8 million) of fixed to floating rate subordinated notes due June 2047, with a fixed coupon of 3.25% for a period of ten years, then a floating rate of three-month EURIBOR plus 2.90% thereafter. The notes are listed on the New York Stock Exchange. The notes were issued at 99.054% of the face amount and net proceeds were $558.3 million. Related expenses of the offering amounted to approximately $10.5 million. These costs were deferred and will be amortized over the expected life of the subordinated notes.
On July 7, 2017, the Company repurchased through a tender offer and canceled outstanding 5.5% Subordinated Notes due 2045 issued by XLIT with a net carrying value of $16.3 million for $17.9 million, inclusive of transaction costs. As a result of these repurchases, the Company recorded a loss of approximately $1.6 million through "Extinguishment of debt" and interest expense of $0.3 million in the Unaudited Consolidated Statements of Income.
As a result of the Allied Acquisition described in Note 2(d), "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%.
XLIT and the Company were in compliance with all covenants at September 30, 2017, and XLIT 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 ("LOC") 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 following table presents the Company's sixteen and fifteen letter of credit facilities and revolving credit facilities at September 30, 2017 and December 31, 2016, respectively:
(U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
Facility Name:
Commitment/
Debt
 
In Use/
Outstanding
 
Commitment/
Debt
 
In Use/
Outstanding
2015 Citi Facility
$

 
$

 
$
250,000

 
$
245,000

Goldman Facility

 

 
200,000

 
200,000

2016 Credit Agricole Facility I
125,000

 
125,000

 
125,000

 
125,000

2016 Credit Agricole Facility II
125,000

 
125,000

 
125,000

 
125,000

2017 Commonwealth Bank Facility
215,000

 
215,000

 

 

2017 Credit Suisse Facility
100,000

 
100,000

 

 

FAL Facility I
125,000

 
125,000

 
125,000

 
125,000

FAL Facility II
125,000

 
125,000

 
125,000

 
125,000

FAL Facility III
125,000

 
125,000

 
125,000

 
125,000

FAL Facility IV
125,000

 
125,000

 
125,000

 
125,000

Syndicated Unsecured Facility (1)
750,000

 
2,000

 
750,000

 

Syndicated Secured Facility (1)
750,000

 
553,291

 
750,000

 
531,962

2017 Commerzbank Facility
100,000

 
100,000

 

 

CICL Facility
190,000

 
179,440

 
180,000

 
159,207

Citi EU Facility
600,000

 
104,252

 
600,000

 
84,641

London Market Facility
250,000

 
125,467

 
250,000

 
117,063

CRCH Facility
270,000

 
265,553

 
250,000

 
245,733

Syndicate 2003 Facility
14,062

 
14,044

 
11,687

 
11,687

Total LOC facilities
$
3,989,062

 
$
2,409,047

 
$
3,991,687

 
$
2,345,293

____________
(1)
The Company has the option to increase the size of the Syndicated Secured and Unsecured Facilities by an aggregate of $500 million.

40



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

At September 30, 2017 and December 31, 2016, the Company had 51.6% and 48.6%, respectively, of these credit facilities collateralized by certain assets from the Company's investment portfolio.
Commonwealth Bank Facility
On June 19, 2017, the Company entered into a new credit agreement with Commonwealth Bank of Australia, as administrative agent and issuing lender ("2017 Commonwealth Bank Facility"). The capacity available under this standby letter of credit is $215 million. The commitments under the 2017 Commonwealth Bank Facility expire on, and such credit facility is available until, the earlier of (i) September 15, 2020 and (ii) the date of termination in whole of the commitment upon an optional termination or reduction of the commitment by the account party or upon the occurrence of certain events of default.
Credit Suisse Bank Facility
On September 15, 2017, the Company entered into a new credit agreement with Credit Suisse Bank, as administrative agent and issuing lender ("2017 Credit Suisse Facility"). The capacity available under this standby letter of credit is $100 million. The commitments under the 2017 Credit Suisse Facility expire on, and such credit facility is available until, the earlier of (i) June 19, 2020 and (ii) the date of termination in whole of the commitment upon an optional termination or reduction of the commitment by the account party or upon the occurrence of certain events of default.
Commerzbank Bank Facility
On September 15, 2017, the Company entered into a new credit agreement with Commerzbank AG, as administrative agent and issuing lender ("2017 Commerzbank Facility"). The capacity available under this standby letter of credit is $100 million. The commitments under the 2017 Commerzbank Facility expire on, and such credit facility is available until, the earlier of (i) September 15, 2022 and (ii) the date of termination in whole of the commitment upon an optional termination or reduction of the commitment by the account party or upon the occurrence of certain events of default.
For details regarding the rest of the Company's 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, 2016.
10. Related Party Transactions
(a)    Investment Manager Affiliates
At September 30, 2017 and 2016, the Company owned minority stakes in three and four independent investment management companies ("Investment Manager Affiliates"), respectively, that are actively managing client capital and seeking growth opportunities. 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 fees and, in some instances, performance fees to the Company's Investment Manager Affiliates. In addition, at September 30, 2017 and September 30, 2016, the Company owned a minority stake in an independent firm that provides technology and other services to alternative asset managers and allocators. The Company's interest in this enterprise is reported as an Investment Manager Affiliate, and the Company pays fees to this Investment Manager Affiliate in exchange for it providing its services to the Company. Investment Manager Affiliate results are reported in the Unaudited Consolidated Statements of Income as "income (loss) from operating affiliates." See Item 8, Note 5, "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, 2016.
(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. During the three and nine months ended September 30, 2017 and 2016, 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,
2017
 
2016
 
2017
 
2016
Reported net premiums
$
20,233

 
$
14,491

 
$
85,990

 
$
60,397

Reported net losses
$
10,750

 
$
8,927

 
$
42,558

 
$
24,823

Reported net acquisition costs
$
6,745

 
$
6,115

 
$
34,699

 
$
25,550

(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, as discussed in

41



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11, "Variable Interest Entities." Underwriting administration services are provided to the special purpose reinsurers by other subsidiaries of the Company under service fee agreements, while investment advisory services are provided by New Ocean. During the three and nine months ended September 30, 2017, 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)    XL Innovate
In April 2015, the Company announced the creation and sponsorship of the XL Innovate Fund, LP ("XL Innovate"), a venture capital initiative with a strategic focus on developing new capabilities in the insurance sector. The majority of XL Innovate's initial capital was financed by the Company. XL Innovate primarily seeks investments in equity positions of entities that provide new market opportunities for the Company throughout the world, striving to create partnerships outside of the traditional underwriting space to find ways to underwrite currently uninsured risks. The family trust of an employee of the Company owns a 5.21% non-controlling equity interest in XL Innovate. The employee serves as a member of the board of directors of XL Innovate, and maintains responsibility over the business generated by it. The underlying investments held by XL Innovate are reflected in the Company's Unaudited Consolidated Financial Statements in accordance with the Accounting Policies provided in Item 8, Note 1, "Significant Accounting Policies" to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, based on the Company's level of investment in, and control over, such entities. Aside from investments made where the employee's family trust maintains non-controlling interest, there were no other material transactions between the Company and this employee or the employee's family trust for the three and nine months ended September 30, 2017.
11. Variable Interest Entities
At times, the Company has utilized 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 entities 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 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.
In 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 Unaudited 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, 2017. 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 $0.5 million and $1.0 million at September 30, 2017 and December 31, 2016, respectively.
After the establishment of New Ocean in 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.
In 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 controlling financial interests in New Ocean FCFL and New Ocean MVCFL, and by extension, Vector Re. Accordingly, included in the Unaudited Consolidated Financial Statements of the Company are the total net assets of New Ocean FCFL, New Ocean MVCFL and Vector Re of $206.8 million and $223.4 million at September 30, 2017 and December 31, 2016, 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, 2017. 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 is reflected in the Company's Unaudited Consolidated Balance Sheets as "Non-

42



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

controlling interest in equity of consolidated subsidiaries" was $109.9 million and $112.1 million at September 30, 2017 and December 31, 2016, respectively.
12. Commitments and Contingencies
(a) Financial Guarantee Exposures
In February 2017, the Company negotiated the termination of its final outstanding financial guarantee contracts. These contracts provided 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. The Company did not recognize any financial costs or any security valuation losses as a result of the terminations.
(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 at September 30, 2017.
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 at September 30, 2017, no such disclosures were considered necessary.
13. Share Capital
(a) Authorized and Issued
Buybacks of Common Shares
On May 13, 2016, XL-Ireland announced that its Board of Directors approved a share buyback program that authorizes the purchase of up to $1.0 billion of XL-Ireland shares (the "May 2016 Program"). As a result of the Redomestication, XL Group assumed the May 2016 Program. Prior to the cancellation and replacement of this program as noted below, during the nine months ended September 30, 2017, the Company purchased and canceled 2.6 million XL Group shares under the May 2016 Program for $100.0 million.
On February 17, 2017, XL Group announced that its Board of Directors approved a new share buyback program, authorizing the purchase of up to $1.0 billion of XL Group shares (the "February 2017 Program"). This authorization also canceled approximately $349.0 million remaining under the May 2016 Program. During the three and nine months ended September 30, 2017, the Company purchased and canceled 2.7 million and 11.2 million shares, respectively, under the February 2017 Program for $120.9 million and $470.9 million. At September 30, 2017, $529.1 million remained available for purchase under the February 2017 Program.
Other share buybacks, primarily for the purposes of settling employee withholding taxes incurred in connection with the vesting of share-based compensation awards, amounted to nil and $0.6 million for the three and nine months ended September 30, 2017, respectively. In total, the Company purchased and canceled 2.7 million and 13.8 million XL Group shares, for $120.9 million and $571.5 million during the three and nine months ended September 30, 2017, respectively.

43



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Buyback of Preference Shares
On July 7, 2017, the Company repurchased through a tender offer and canceled 27,205 of the outstanding Series D Preference Ordinary Shares of XLIT ("Series D Preference Shares") with a net carrying value of $27.1 million for $25.8 million, inclusive of transaction costs and other consideration. Additionally, on August 23, 2017, the Company repurchased through private placement an additional 30,652 of the outstanding Series D Preference Shares with a net carrying value of $30.6 million for $29.5 million, inclusive of transaction costs and other consideration. As a result of these repurchases, the Company recorded a gain of $2.4 million through "Non-controlling interests" in the Unaudited Consolidated Statements of Income.
On July 7, 2017, the Company repurchased through a tender offer and canceled 329,722 of the outstanding Series E Preference Ordinary Shares of XLIT with a net carrying value of $324.4 million for $310.6 million, inclusive of transaction costs and other consideration. As a result of these repurchases, the Company recorded a gain of $13.7 million through "Non-controlling interests" in the Unaudited Consolidated Statements of Income.
On July 7, 2017, the Company repurchased through a tender offer 46,635 of the outstanding Non-Cumulative Preference Shares of Catlin Insurance Company Ltd. with a net carrying value of $43.7 million for $45.6 million, inclusive of transaction costs and other consideration. The preference shares were canceled on July 19, 2017. As a result of these repurchases, the Company recorded a loss of $1.9 million through "Non-controlling interests" in the Unaudited Consolidated Statements of Income.
(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, liability-classed cash units, performance units and stock appreciation rights. Share-based compensation granted by the Company generally provides for a vesting period of three or four years and certain awards also provide for 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 19, "Share Capital," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for further information on the Company's performance incentive programs and associated accounting.
During the nine months ended September 30, 2017, the Company granted approximately 0.9 million stock options with a weighted-average grant date fair value of $6.74 per option. The fair value of the options issued was estimated on the date of grant using the Black-Scholes option pricing model incorporating the following weighted average assumptions:
Dividend yield
2.00
%
Risk free interest rate
1.96
%
Volatility
19.5
%
Expected lives
6.0 years

During the nine months ended September 30, 2017, the Company granted 34,650 restricted stock awards to certain employees and directors of the Company and its subsidiaries with an aggregate grant date fair value of approximately $1.5 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.
During the nine months ended September 30, 2017, the Company granted approximately 1.1 million equity-classed restricted stock units to certain employees with an aggregate grant date fair value of approximately $43.4 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, 2017, the Company granted approximately 0.6 million liability-classed cash units to certain employees with an aggregate grant date fair value of approximately $22.6 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.

44



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2017, the Company granted approximately 0.6 million performance units (representing a potential maximum share payout of approximately 1.2 million common shares) to certain employees with an aggregate grant date fair value of approximately $24.6 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 that are declared and paid in the form of additional common shares contingent upon vesting.
14. Computation of Earnings Per Common Share and Common Share Equivalents
As a result of the Redomestication discussed in Note 1(a), "Significant Accounting Policies - Basis of Preparation and Consolidation," prior to July 25, 2016, share information relates to the ordinary shares of XL-Ireland. On and subsequent to July 25, 2016, share information relates to the common shares of XL Group.
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share amounts)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Basic earnings per common share & common share equivalents outstanding:
Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
70,601

 
$
(589,226
)
 
$
136,268

Weighted average common shares outstanding - basic
257,022

 
273,660

 
261,203

 
282,442

Basic earnings per common share & common share equivalents outstanding
$
(4.06
)
 
$
0.26

 
$
(2.26
)
 
$
0.48

 
 
 
 
 
 
 
 
Diluted earnings per common share & common share equivalents outstanding:
Weighted average common shares outstanding - basic
257,022

 
273,660

 
261,203

 
282,442

Impact of share-based compensation
4,276

 
3,434

 
4,063

 
3,683

Weighted average common shares outstanding - diluted
261,298

 
277,094

 
265,266

 
286,125

Diluted earnings per common share & common share equivalents outstanding
$
(4.06
)
 
$
0.25

 
$
(2.26
)
 
$
0.48

Dividends per common share
$
0.22

 
$
0.20

 
$
0.66

 
$
0.60

For the three and nine months ended September 30, 2017 and 2016, common shares available for issuance under share-based compensation plans noted in the table below 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.
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In millions)
2017
 
2016
 
2017
 
2016
Common shares available for issuance under share-based compensation plans
14.8

 
7.8

 
15.2

 
7.3



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, 2017 and 2016 are as follows:
Three Months Ended September 30, 2017
(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
$
893,292

 
$
(48,013
)
 
$
99,816

 
$
(25,820
)
 
$
1,890

 
$
921,165

OCI before reclassifications
112,881

 

 
24,882

 
(273
)
 

 
137,490

Amounts reclassified from AOCI
(64,136
)
 
1,746

 

 

 
(48
)
 
(62,438
)
Tax benefit (expense) (2)
(738
)
 
(25
)
 
(26,491
)
 
(35
)
 

 
(27,289
)
Net current period OCI - net of tax
48,007

 
1,721

 
(1,609
)
 
(308
)
 
(48
)
 
47,763

Balance, end of period, net of tax
$
941,299

 
$
(46,292
)
 
$
98,207

 
$
(26,128
)
 
$
1,842

 
$
968,928

 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2016
(U.S. dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2017
(U.S. dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning of period, net of tax
$
730,429

 
$
(50,952
)
 
$
58,970

 
$
(24,887
)
 
$
1,986

 
$
715,546

OCI before reclassifications
442,069

 

 
71,114

 
(1,153
)
 

 
512,030

Amounts reclassified from AOCI
(211,281
)
 
4,712

 

 

 
(144
)
 
(206,713
)
Tax benefit (expense) (2)
(19,918
)
 
(52
)
 
(31,877
)
 
(88
)
 

 
(51,935
)
Net current period OCI - net of tax
210,870

 
4,660

 
39,237

 
(1,241
)
 
(144
)
 
253,382

Balance, end of period, net of tax
$
941,299

 
$
(46,292
)
 
$
98,207

 
$
(26,128
)
 
$
1,842

 
$
968,928

 
 
 
 
 
 
 
 
 
 
 
 
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

____________
(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. At December 31, 2016, the cumulative impact of the Shadow Adjustments was $212.1 million. During the nine months ended September 30, 2017, net movements of $(14.0) million were recorded, resulting in a total cumulative net impact of Shadow Adjustments on future policy benefit reserves of $198.1 million at September 30, 2017.
(2)
During the three months ended September 30, 2017, the Company recorded an out-of-period reduction of $17.4 million to "Foreign currency translation adjustments, net of tax," within the Unaudited Consolidated Statements of Comprehensive Income.  This adjustment arose from a previously unrecognized tax liability on foreign exchange movements that should have been reflected in the comprehensive income of a prior period.  The Company has evaluated the quantitative and qualitative aspects of this correction and concluded that the impact of recognizing it during this quarter is not material to the Unaudited Consolidated Financial Statements, nor is it material to any prior period consolidated financial statements.

46



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The reclassifications out of AOCI along with the associated Unaudited Consolidated Statements of Income line items affected by component, and the total related tax (expense) benefit for the three and nine months ended September 30, 2017 and 2016 are as follows:
Gross Amount Reclassified From AOCI
Details About AOCI Components - Affected Line Items in the Unaudited Consolidated Statements of Income
(U.S. dollars in thousands)
Three months ended September 30, 2017
 
Three months ended September 30, 2016
 
Nine months ended September 30, 2017
 
Nine months ended September 30, 2016
Unrealized gains and losses on investments:
 
 
 
 
 
 
 
Net realized gains (losses) on investments sold
$
(55,949
)
 
$
(150,661
)
 
$
(184,587
)
 
$
(407,106
)
OTTI on investments
3,598

 
10,019

 
11,632

 
64,977

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(11,785
)
 
(5,309
)
 
(38,326
)
 
(33,314
)
Income (loss) from investment affiliates

 
(4,531
)
 

 
(4,531
)
Total before tax
$
(64,136
)
 
$
(150,482
)
 
$
(211,281
)
 
$
(379,974
)
Provision (benefit) for income tax
1,937

 
5,291

 
2,106

 
8,501

Net of tax
$
(62,199
)
 
$
(145,191
)
 
$
(209,175
)
 
$
(371,473
)
OTTI losses recognized in OCI:
 
 
 
 
 
 
 
Net realized gains (losses) on investments sold
$
1,683

 
$
1,497

 
$
4,599

 
$
5,876

OTTI on investments transferred to (from) OCI
63

 

 
113

 
(258
)
Total before tax
$
1,746

 
$
1,497

 
$
4,712

 
$
5,618

Provision (benefit) for income tax
(25
)
 
(36
)
 
(52
)
 
(38
)
Net of tax
$
1,721

 
$
1,461

 
$
4,660

 
$
5,580

Gains and losses on cash flow hedges:
 
 
 
 
 
 
 
Interest Expense
$
(48
)
 
$
(47
)
 
$
(144
)
 
$
(134
)
Net of tax
$
(48
)
 
$
(47
)
 
$
(144
)
 
$
(134
)
Total reclassifications for the period, gross of tax
$
(62,438
)
 
$
(149,032
)
 
$
(206,713
)
 
$
(374,490
)
Tax benefit (expense)
1,912

 
5,255

 
2,054

 
8,463

Total reclassifications for the period, net of tax
$
(60,526
)
 
$
(143,777
)
 
$
(204,659
)
 
$
(366,027
)
16. Guarantor Financial Information
The following tables present condensed consolidating balance sheets at September 30, 2017 and December 31, 2016, condensed consolidating statements of income and comprehensive income for the three and nine months ended September 30, 2017 and 2016 and condensed consolidating statements of cash flows for the nine months ended September 30, 2017 and 2016 for XL Group, XLIT, a 100% owned subsidiary of XL Group, and XL Group's other subsidiaries (excluding XL-Ireland), which are all 100% directly or indirectly owned subsidiaries of XLIT. For purposes of this disclosure, the results of XL-Ireland, which is currently in liquidation proceedings and whose assets are otherwise immaterial, at September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and 2016 have been included within the results of XL Group. See Note 1, "Significant Accounting Policies," for information regarding changes in the Company's organizational structure as a result of the Redomestication. For a discussion of debt instruments issued by XLIT, see Note 9, "Notes Payable and Debt and Financing Arrangements."

47



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
September 30, 2017
Condensed Consolidating Balance Sheet
(U.S. dollars in thousands, except share data)
XL-Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 

Total investments available for sale
$

 
$
525,675

 
$
32,497,830

 
$

 
$
33,023,505

Total investments trading

 

 
1,875,826

 

 
1,875,826

Investments in affiliates

 

 
2,100,378

 

 
2,100,378

Other investments

 

 
1,145,588

 

 
1,145,588

Total investments
$

 
$
525,675

 
$
37,619,622

 
$

 
$
38,145,297

Cash and cash equivalents
3,531

 
265,369

 
2,761,188

 

 
3,030,088

Restricted cash

 

 
159,627

 

 
159,627

Investments in subsidiaries (2)
9,905,108

 
13,351,408

 

 
(23,256,516
)
 

Accrued investment income
10

 
2,291

 
267,920

 
(10
)
 
270,211

Deferred acquisition costs and value of business acquired

 

 
1,073,343

 

 
1,073,343

Ceded unearned premiums

 

 
2,311,619

 

 
2,311,619

Premiums receivable

 

 
7,078,700

 

 
7,078,700

Reinsurance balances receivable

 

 
1,079,821

 

 
1,079,821

Unpaid losses and loss expenses recoverable

 

 
6,962,787

 

 
6,962,787

Receivable from investments sold

 

 
195,837

 

 
195,837

Goodwill and other intangible assets

 

 
2,227,014

 

 
2,227,014

Deferred tax asset

 

 
301,322

 

 
301,322

Amounts due from subsidiaries/parent
39,908

 

 
67,755

 
(107,663
)
 

Other assets
14,454

 
32,151

 
907,937

 

 
954,542

Total assets
$
9,963,011

 
$
14,176,894

 
$
63,014,492

 
$
(23,364,189
)
 
$
63,790,208

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 

Unpaid losses and loss expenses
$

 
$

 
$
29,988,337

 
$

 
$
29,988,337

Deposit liabilities

 

 
1,030,290

 

 
1,030,290

Future policy benefit reserves

 

 
3,656,859

 

 
3,656,859

Funds withheld on GreyCastle life retrocession arrangements

 

 
920,571

 

 
920,571

Unearned premiums

 

 
8,344,536

 

 
8,344,536

Notes payable and debt

 
3,210,063

 

 

 
3,210,063

Reinsurance balances payable

 

 
3,706,120

 

 
3,706,120

Payable for investments purchased

 
1,252

 
272,197

 

 
273,449

Deferred tax liability

 

 
107,157

 

 
107,157

Amounts due to subsidiaries/parent

 
67,765

 
39,898

 
(107,663
)
 

Other liabilities
23,164

 
35,785

 
965,367

 

 
1,024,316

Total liabilities
$
23,164

 
$
3,314,865

 
$
49,031,332

 
$
(107,663
)
 
$
52,261,698

 
 
 
 
 
 
 
 
 
 
Shareholders' Equity:
 
 
 
 
 
 
 
 
 

Shareholders' equity attributable to XL Group Ltd
$
9,939,847

 
$
9,904,608

 
$
13,351,408

 
$
(23,256,016
)
 
$
9,939,847

Non-controlling interest in equity of consolidated subsidiaries

 
957,421

 
631,752

 
(510
)
 
1,588,663

Total shareholders' equity
$
9,939,847

 
$
10,862,029

 
$
13,983,160

 
$
(23,256,526
)
 
$
11,528,510

Total liabilities and shareholders' equity
$
9,963,011

 
$
14,176,894

 
$
63,014,492

 
$
(23,364,189
)
 
$
63,790,208

____________
(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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.
(2)
XL Group balance includes investment in $0.5 million of XLIT Series E Non-Cumulative Preference Ordinary Shares.

48



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
December 31, 2016
Condensed Consolidating Balance Sheet
(U.S. dollars in thousands, except share data)
XL Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
ASSETS
 
 
 
 
 
 
 
 
 
Investments:
 
 
 
 
 
 
 
 
 

Total investments available for sale
$

 
$
638,236

 
$
31,280,890

 
$

 
$
31,919,126

Total investments trading

 

 
1,626,577

 

 
1,626,577

Investments in affiliates

 

 
2,177,645

 

 
2,177,645

Other investments

 
9

 
1,164,555

 

 
1,164,564

Total investments
$

 
$
638,245

 
$
36,249,667

 
$

 
$
36,887,912

Cash and cash equivalents
1,022

 
84,286

 
3,341,680

 

 
3,426,988

Restricted cash

 

 
153,504

 

 
153,504

Investments in subsidiaries
10,897,195

 
14,238,698

 

 
(25,135,893
)
 

Accrued investment income
55

 
2,981

 
281,385

 
(55
)
 
284,366

Deferred acquisition costs and value of business acquired

 

 
946,721

 

 
946,721

Ceded unearned premiums

 

 
1,687,864

 

 
1,687,864

Premiums receivable

 

 
5,522,976

 

 
5,522,976

Reinsurance balances receivable

 

 
577,479

 

 
577,479

Unpaid losses and loss expenses recoverable

 

 
5,491,297

 

 
5,491,297

Receivable from investments sold

 

 
128,411

 

 
128,411

Goodwill and other intangible assets

 

 
2,203,653

 

 
2,203,653

Deferred tax asset

 

 
310,542

 

 
310,542

Amounts due from subsidiaries/parent
42,780

 

 
72,962

 
(115,742
)
 

Other assets
15,188

 
40,108

 
757,093

 

 
812,389

Total assets
$
10,956,240

 
$
15,004,318

 
$
57,725,234

 
$
(25,251,690
)
 
$
58,434,102

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 

Unpaid losses and loss expenses
$

 
$

 
$
25,939,571

 
$

 
$
25,939,571

Deposit liabilities

 

 
1,116,233

 

 
1,116,233

Future policy benefit reserves

 

 
3,506,047

 

 
3,506,047

Funds withheld on GreyCastle life retrocession arrangements

 

 
998,968

 

 
998,968

Unearned premiums

 

 
7,293,028

 

 
7,293,028

Notes payable and debt

 
2,647,677

 

 

 
2,647,677

Reinsurance balances payable

 

 
2,451,717

 

 
2,451,717

Payable for investments purchased

 

 
226,009

 

 
226,009

Deferred tax liability

 

 
77,271

 

 
77,271

Amounts due to subsidiaries/parent

 
72,962

 
42,780

 
(115,742
)
 

Other liabilities
17,728

 
41,984

 
1,157,190

 

 
1,216,902

Total liabilities
$
17,728

 
$
2,762,623

 
$
42,808,814

 
$
(115,742
)
 
$
45,473,423

 
 
 
 
 
 
 
 
 
 
Shareholders' Equity:
 
 
 
 
 
 
 
 
 

Shareholders' equity attributable to XL Group Ltd
$
10,938,512

 
$
10,897,195

 
$
14,238,698

 
$
(25,135,893
)
 
$
10,938,512

Non-controlling interest in equity of consolidated subsidiaries

 
1,344,500

 
677,722

 
(55
)
 
2,022,167

Total shareholders' equity
$
10,938,512

 
$
12,241,695

 
$
14,916,420

 
$
(25,135,948
)
 
$
12,960,679

Total liabilities and shareholders' equity
$
10,956,240

 
$
15,004,318

 
$
57,725,234

 
$
(25,251,690
)
 
$
58,434,102

____________
(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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.



49



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Three Months Ended September 30, 2017
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
2,620,902

 
$

 
$
2,620,902

Total net investment income
58

 
2,394

 
200,872

 
(545
)
 
202,779

Total net realized gains (losses) on investments
(213
)
 
25

 
43,249

 
213

 
43,274

Net realized and unrealized gains (losses) on derivative instruments

 

 
(20,434
)
 

 
(20,434
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(31,662
)
 

 
(31,662
)
Income (loss) from investment affiliates

 

 
57,656

 

 
57,656

Fee income and other

 

 
11,469

 

 
11,469

Total revenues
$
(155
)
 
$
2,419

 
$
2,882,052

 
$
(332
)
 
$
2,883,984

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
3,066,723

 
$

 
$
3,066,723

Claims and policy benefits

 

 
10,592

 

 
10,592

Acquisition costs

 

 
445,685

 

 
445,685

Operating expenses
407

 
724

 
408,225

 

 
409,356

Foreign exchange (gains) losses
738

 
7,020

 
47,259

 

 
55,017

Extinguishment of debt

 
1,582

 

 

 
1,582

Interest expense

 
39,897

 
(5,978
)
 

 
33,919

Total expenses
$
1,145

 
$
49,223

 
$
3,972,506

 
$

 
$
4,022,874

Income (loss) before income tax and income (loss) from operating affiliates
$
(1,300
)
 
$
(46,804
)
 
$
(1,090,454
)
 
$
(332
)
 
$
(1,138,890
)
Income (loss) from operating affiliates

 

 
4,872

 

 
4,872

Equity in net earnings (losses) of subsidiaries
(1,042,389
)
 
(1,001,592
)
 

 
2,043,981

 

Provision (benefit) for income tax

 

 
(60,132
)
 

 
(60,132
)
Net income (loss)
$
(1,043,689
)
 
$
(1,048,396
)
 
$
(1,025,450
)
 
$
2,043,649

 
$
(1,073,886
)
Non-controlling interests

 
(6,007
)
 
(23,858
)
 
(332
)
 
(30,197
)
Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
(1,042,389
)
 
$
(1,001,592
)
 
$
2,043,981

 
$
(1,043,689
)
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
(995,926
)
 
$
(994,626
)
 
$
(953,829
)
 
$
1,915,721

 
$
(995,926
)
____________
(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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.


50



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 Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group 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 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

Foreign exchange (gains) losses
(180
)
 
32

 
(1,547
)
 

 
(1,695
)
(Gain) Loss 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

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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.


51



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2017
Condensed Consolidating Statement of Income and Comprehensive Income
(U.S. dollars in thousands, except per share data)
XL Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Net premiums earned
$

 
$

 
$
7,660,610

 
$

 
$
7,660,610

Total net investment income
152

 
6,810

 
605,637

 
(614
)
 
611,985

Total net realized gains (losses) on investments
(213
)
 
694

 
136,494

 
213

 
137,188

Net realized and unrealized gains (losses) on derivative instruments

 

 
(28,409
)
 

 
(28,409
)
Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets

 

 
(116,359
)
 

 
(116,359
)
Income (loss) from investment affiliates

 

 
126,735

 

 
126,735

Fee income and other

 

 
35,355

 

 
35,355

Total revenues
$
(61
)
 
$
7,504

 
$
8,420,063

 
$
(401
)
 
$
8,427,105

Expenses:
 
 
 
 
 
 
 
 
 
Net losses and loss expenses incurred
$

 
$

 
$
6,179,262

 
$

 
$
6,179,262

Claims and policy benefits

 

 
25,478

 

 
25,478

Acquisition costs

 

 
1,315,138

 

 
1,315,138

Operating expenses
43,976

 
2,384

 
1,303,812

 

 
1,350,172

Foreign exchange (gains) losses
1,850

 
7,046

 
37,142

 

 
46,038

Extinguishment of debt

 
1,582

 

 

 
1,582

Interest expense

 
110,321

 
28,327

 

 
138,648

Total expenses
$
45,826

 
$
121,333

 
$
8,889,159

 
$

 
$
9,056,318

Income (loss) before income tax and income (loss) from operating affiliates
$
(45,887
)
 
$
(113,829
)
 
$
(469,096
)
 
$
(401
)
 
$
(629,213
)
Income (loss) from operating affiliates

 

 
61,185

 

 
61,185

Equity in net earnings (losses) of subsidiaries
(543,339
)
 
(399,228
)
 

 
942,567

 

Provision (benefit) for income tax

 

 
(18,034
)
 

 
(18,034
)
Net income (loss)
$
(589,226
)
 
$
(513,057
)
 
$
(389,877
)
 
$
942,166

 
$
(549,994
)
Non-controlling interests

 
30,282

 
9,351

 
(401
)
 
39,232

Net income (loss) attributable to common shareholders
$
(589,226
)
 
$
(543,339
)
 
$
(399,228
)
 
$
942,567

 
$
(589,226
)
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss)
$
(335,844
)
 
$
(289,957
)
 
$
(145,846
)
 
$
435,803

 
$
(335,844
)
____________
(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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.


52



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 Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group 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 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

Foreign exchange (gains) losses
(633
)
 
(140
)
 
(53,841
)
 

 
(54,614
)
(Gain) Loss 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

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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.



53



XL GROUP LTD
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
Nine Months Ended September 30, 2017
Condensed Consolidating Statement of Cash Flows
(U.S. dollars in thousands)
XL Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
Cash flows provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
284,889

 
$
651,559

 
$
293,840

 
$
(1,046,474
)
 
$
183,814

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

 
$
164,364

 
$
11,190,012

 
$

 
$
11,354,376

Proceeds from redemption of fixed maturities and short-term investments

 
122,743

 
2,671,772

 

 
2,794,515

Proceeds from sale of equity securities
4,788

 
45,680

 
456,212

 
(49,791
)
 
456,889

Purchases of fixed maturities and short-term investments

 
(175,067
)
 
(14,281,279
)
 

 
(14,456,346
)
Purchases of equity securities

 
(45,582
)
 
(314,752
)
 
45,582

 
(314,752
)
Proceeds from sale of affiliates

 

 
375,628

 

 
375,628

Purchases of affiliates

 

 
(119,835
)
 

 
(119,835
)
Returns of capital from subsidiaries
406,683

 

 

 
(406,683
)
 

Change in restricted cash

 

 
(6,123
)
 

 
(6,123
)
Other, net

 

 
(37,147
)
 

 
(37,147
)
Net cash provided by (used in) investing activities
$
411,471

 
$
112,138

 
$
(65,512
)
 
$
(410,892
)
 
$
47,205

Cash flows provided by (used in) financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from issuance of common shares and exercise of stock options
$
49,640

 
$

 
$

 
$

 
$
49,640

Buybacks of common shares
(571,586
)
 

 

 

 
(571,586
)
Repurchase of preference shares

 
(370,698
)
 
(45,003
)
 
4,209

 
(411,492
)
Employee withholding on share-based compensation

 

 
(24,156
)
 

 
(24,156
)
Dividends paid on common shares
(171,905
)
 
(295,987
)
 
(750,000
)
 
1,045,987

 
(171,905
)
Return of capital

 
(406,683
)
 

 
406,683

 

Distributions to non-controlling interests

 
(49,648
)
 
(60,052
)
 
487

 
(109,213
)
Contributions from non-controlling interests

 

 
49,474

 

 
49,474

Proceeds from issuance of debt

 
558,311

 

 

 
558,311

Repayment of debt

 
(17,909
)
 


 

 
(17,909
)
Deposit liabilities

 

 
(34,407
)
 

 
(34,407
)
Net cash provided by (used in) financing activities
$
(693,851
)
 
$
(582,614
)
 
$
(864,144
)
 
$
1,457,366

 
$
(683,243
)
Effects of exchange rate changes on foreign currency cash

 

 
55,324

 

 
55,324

Increase (decrease) in cash and cash equivalents
$
2,509

 
$
181,083

 
$
(580,492
)
 
$

 
$
(396,900
)
Cash and cash equivalents – beginning of period
1,022

 
84,286

 
3,341,680

 

 
3,426,988

Cash and cash equivalents – end of period
$
3,531

 
$
265,369

 
$
2,761,188

 
$

 
$
3,030,088

____________
(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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.

54



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 Group (1)
 
XLIT
 
Other XL Group Subsidiaries
 
Consolidating Adjustments and Eliminations
 
XL Group Consolidated
Cash flows provided by (used in) operating activities:
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
921,608

 
$
230,877

 
$
1,841,145

 
$
(2,315,848
)
 
$
677,782

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
)
Employee withholding on share-based compensation

 

 
(28,171
)
 

 
(28,171
)
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
)
 
$
(2,225,783
)
 
$
2,930,509

 
$
(1,256,731
)
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, "Significant Accounting Policies." The Company expects the net assets of XL-Ireland to be distributed to XL Group upon completion of the liquidation.


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 Group"), 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 Group and XL-Ireland becoming a subsidiary of XL Group. See Item 1, Note 1, "Significant Accounting Policies," 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 Group 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. For a list of additional factors that could cause actual results to differ materially from those contained in any forward-looking statement included herein, see Item 1A, "Risk Factors," included in our Annual Report on Form 10-K for the year ended December 31, 2016.
This discussion and analysis should be read in conjunction with "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, 2016.
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 claims we receive relating to unpredictable natural or man-made catastrophe losses, such as hurricanes, earthquakes, typhoons, floods, nuclear accidents or terrorism, due to the preliminary nature of some reports and estimates of loss and damage to date, and in particular our loss estimates and industry loss estimates relating hurricanes Harvey, Irma and Maria, the Mexican earthquakes and Typhoon Hato in Southeast Asia, given the complexities and nature of these particular events, including the magnitude, proximity and recent occurrence of these events, limited claims data received to date, the likelihood of longer development periods associated with the specific characteristics of these events and the geographic and infrastructure limitations related to the areas affected by these events, among other matters;
changes in the number of insureds and ceding companies affected or the ultimate number and value of individual claims related to 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 aggregate amount of premiums 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;

56



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;
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 affect 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, which 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 Group, XLIT Ltd. ("XLIT") 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 property and casualty insurance and reinsurance ("P&C") 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;
the economic, political, monetary and operational impacts of the "Brexit" referendum held on June 23, 2016 in which the U.K. electorate voted to withdraw from the European Union ("E.U."), including unanticipated costs or complications associated with our decision to redomesticate XL Insurance Company SE from the U.K. to Ireland, or the possibility that this redomestication or other Brexit-related decisions do not have the results anticipated;
changes in general economic, political or monetary conditions, including 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016 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.

57



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, 2016.
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, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands, except per share amounts)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
70,601

 
N/M

 
$
(589,226
)
 
$
136,268

 
N/M

Earnings (loss) per common share – basic
$
(4.06
)
 
$
0.26

 
N/M

 
$
(2.26
)
 
$
0.48

 
N/M

Earnings (loss) per common share – diluted
$
(4.06
)
 
$
0.25

 
N/M

 
$
(2.26
)
 
$
0.48

 
N/M

Weighted average number of common shares and common share equivalents, in thousands – basic
257,022

 
273,660

 
(6.1
)%
 
261,203

 
282,442

 
(7.5
)%
Weighted average number of common shares and common share equivalents, in thousands – diluted
261,298

 
277,094

 
(5.7
)%
 
265,266

 
286,125

 
(7.3
)%
Underwriting profit (loss) - P&C operations
$
(1,226,976
)
 
$
166,851

 
N/M

 
$
(888,407
)
 
$
444,233

 
N/M

Combined ratio - P&C operations
146.9
 %
 
93.1
%
 
53.8
 pts
 
111.6
 %
 
93.9
%
 
17.7
 pts
Net investment income - P&C operations (1)
$
164,450

 
$
162,707

 
1.1
 %
 
$
493,469

 
$
487,217

 
1.3
 %
Operating net income (2)
$
(1,028,862
)
 
$
122,454

 
N/M

 
$
(637,639
)
 
$
332,289

 
N/M

Operating net income per common share (2)
$
(4.00
)
 
$
0.44

 
$
(4.44
)
 
$
(2.44
)
 
$
1.16

 
$
(3.60
)
Annualized return on average common shareholders' equity
(39.7
)%
 
2.4
%
 
(42.1
)pts
 
(7.5
)%
 
1.6
%
 
(9.1
)pts
Annualized operating return on average common shareholders' equity (2)
(39.2
)%
 
4.2
%
 
(43.4
)pts
 
(8.1
)%
 
3.8
%
 
(11.9
)pts
Annualized operating return on average common shareholders' equity excluding accumulated other comprehensive income (2)
(43.0
)%
 
4.8
%
 
(47.8
)pts
 
(8.9
)%
 
4.2
%
 
(13.1
)pts
Annualized operating return on average common shareholders' equity excluding integration costs (2)
(39.2
)%
 
5.8
%
 
(45.0
)pts
 
(7.3
)%
 
5.5
%
 
(12.8
)pts
Annualized operating return on average common shareholders' equity excluding integration costs and accumulated other comprehensive income (2)
(43.0
)%
 
6.8
%
 
(49.8
)pts
 
(8.0
)%
 
6.1
%
 
(14.1
)pts
 
 

 
 

 
 
 
 

 
 

 
 
(U.S. dollars)
September 30, 2017
 
June 30, 2017
 
Change
(Three Months)
 
September 30, 2017
 
December 31, 2016
 
Change
(Nine Months)
Book value per common share
$
38.83

 
$
42.87

 
$
(4.04
)
 
$
38.83

 
$
40.98

 
$
(2.15
)
Fully diluted book value per common share
$
38.27

 
$
42.15

 
$
(3.88
)
 
$
38.27

 
$
40.33

 
$
(2.06
)
Fully diluted tangible book value per common share (2)
$
29.70

 
$
33.71

 
$
(4.01
)
 
$
29.70

 
$
32.21

 
$
(2.51
)
____________
(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, "Significant Accounting Policies," to the Unaudited Consolidated Financial Statements included herein.
(2)
Represents a non-GAAP financial measure as discussed further below. See "Reconciliation of Non-GAAP Financial Measures" below.
*
N/M - Not Meaningful


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 per share amounts)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net income (loss)
$
(1,043,689
)
 
$
70,601

 
N/M
 
$
(589,226
)
 
$
136,268

 
N/M
EPS - basic
$
(4.06
)
 
$
0.26

 
N/M
 
$
(2.26
)
 
$
0.48

 
N/M
EPS - diluted
$
(4.06
)
 
$
0.25

 
N/M
 
$
(2.26
)
 
$
0.48

 
N/M
____________
*
N/M - Not Meaningful
Three and nine months ended September 30, 2017 vs. 2016: The decreases in our net income, basic EPS and diluted EPS for the three and nine months ended September 30, 2017 reflect the overall results of our P&C operations as discussed below in "Underwriting profit - P&C operations," below as well as the favorable activity from our GreyCastle Life Retro Arrangements, as described in Item 1, Note 1, "Significant Accounting Policies," and Item 1, Note 5, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Underwriting profit – 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 net 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 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.
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.
Movements in our underwriting profit (loss) in the three and nine months ended September 30, 2017 and 2016 share similar characteristics and drivers with the combined ratio, which is discussed below.
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, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Loss and loss expense ("loss") ratio
117.2
%
 
61.3
%
 
55.9

 
80.8
%
 
61.6
%
 
19.2

Acquisition expense ratio
17.0
%
 
16.6
%
 
0.4

 
17.1
%
 
16.7
%
 
0.4

Operating expense ratio
12.7
%
 
15.2
%
 
(2.5
)
 
13.7
%
 
15.6
%
 
(1.9
)
Underwriting expense ratio
29.7
%
 
31.8
%
 
(2.1
)
 
30.8
%
 
32.3
%
 
(1.5
)
Combined ratio
146.9
%
 
93.1
%
 
53.8

 
111.6
%
 
93.9
%
 
17.7

Three and nine months ended September 30, 2017 vs. 2016: The 53.8 and 17.7 percentage point deteriorations in our combined ratio for the three and nine months ended September 30, 2017, respectively, compared to the same periods of 2016, were due to significant natural catastrophe loss activity in the three months ended September 30, 2017. These losses were

59



modestly offset by an improvement in our operating expenses, due to a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results, synergies realized through integration efforts, as well as the completion of integration during the year. See "Significant Items Affecting the Results of Operations - The impact of natural catastrophe loss events" for additional information on natural catastrophe loss activity.
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 and loss expenses 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 "Income Statement Analysis - Investment Activities (Excluding Life Funds Withheld Assets)" below for a discussion of our net investment income for the three and nine months ended September 30, 2017.
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, "Significant Accounting Policies," 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 acquisition of Catlin Group Limited ("Catlin") completed on May 1, 2015 ("Catlin Acquisition"), (9) our gain on the sale of our interest in ARX Holding Corp., (10) our gain on the sale of our wholly-owned subsidiary XL Life Insurance and Annuity Company and the partial sale of our holdings in New Ocean Capital Management, (11) our loss on the inception of the reinsurance agreement ceding U.S. Term life reinsurance reserves ("U.S. Term Life Retro Arrangements"), (12) our net (gains) losses on the early extinguishment of debt, (13) our net (gains) losses from the repurchase of preference shares, and (14) 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 recognized 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 is 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.
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 Arrangements, 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 Unaudited Consolidated Statements of Income 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, they are not considered a relevant indicator of financial performance and are 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

60



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. 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 Financial 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.
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands, except per share amounts)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Operating net income
$
(1,028,862
)
 
$
122,454

 
N/M

 
$
(637,639
)
 
$
332,289

 
N/M

Operating net income per share - diluted
$
(4.00
)
 
$
0.44

 
$
(4.44
)
 
$
(2.44
)
 
$
1.16

 
$
(3.60
)
Three and nine months ended September 30, 2017 vs. 2016: The decreases in our operating net income and operating net income per share for the three and nine months ended September 30, 2017 as compared to the same periods of 2016 were attributable to significant natural catastrophe losses incurred in the three months ended September 30, 2017, modestly offset by improvements in operating expenses, as noted above in our discussion of combined ratio. For further information on these items, see "Income Statement Analysis" below.
Annualized return on average common shareholders' equity ("ROE") and other non-GAAP ROE-derived measures
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 Group. 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.
Annualized operating return on average common shareholders' equity ("Operating ROE") is a non-GAAP financial measure that we consider important in evaluating our operating performance for the same reasons noted in Operating net income above. 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. In addition, compensation of our senior officers is dependent on, among other factors, the achievement of our performance goals to enhance common shareholder value as measured by Operating ROE (as may be adjusted for certain items as determined by our Management Development and Compensation Committee).
Annualized operating return on average common shareholders' equity excluding accumulated other comprehensive income ("AOCI") ("Operating ROE ex-AOCI") is an additional non-GAAP financial measure of our profitability. The most significant component of this financial measure is the exclusion of mark to market fluctuations on our investment portfolio that have not been realized through sales. We believe that this is a meaningful measure because it demonstrates our core performance as a (re)insurance company without the impact of investment market volatility. Operating ROE ex-AOCI 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 AOCI.
Annualized operating return on average common shareholders' equity excluding integration costs ("Operating ROE ex-integration") is an additional non-GAAP financial measure of our profitability that eliminates the impacts of integration costs related to the Catlin Acquisition. Integration costs related to the Catlin Acquisition were completed in the second quarter of 2017. 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 AOCI ("Operating ROE ex-integration and AOCI") is an additional non-GAAP financial measure of our profitability. The most significant portion of the exclusion of AOCI is the impacts of mark to market fluctuations on our investment portfolio that have not been realized through sales. Distortions to our performance from temporary integration costs related to the Catlin Acquisition are also eliminated. Operating ROE ex-integration costs and AOCI 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 AOCI.

61



The following table presents the measures discussed above for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
Change
 
September 30,
 
Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
ROE
(39.7
)%
 
2.4
%
 
(42.1
)pts
 
(7.5
)%
 
1.6
%
 
(9.1
)pts
Operating ROE
(39.2
)%
 
4.2
%
 
(43.4
)pts
 
(8.1
)%
 
3.8
%
 
(11.9
)pts
Operating ROE ex-AOCI
(43.0
)%
 
4.8
%
 
(47.8
)pts
 
(8.9
)%
 
4.2
%
 
(13.1
)pts
Operating ROE ex-integration costs
(39.2
)%
 
5.8
%
 
(45.0
)pts
 
(7.3
)%
 
5.5
%
 
(12.8
)pts
Operating ROE ex-integration costs and AOCI
(43.0
)%
 
6.8
%
 
(49.8
)pts
 
(8.0
)%
 
6.1
%
 
(14.1
)pts
Three and nine months ended September 30, 2017 vs. 2016: The decreases in our ROE and other operating ROE measures for the three and nine months ended September 30, 2017 as compared to the same periods of 2016 were mainly due to the drivers noted above for net income and operating net income, respectively.
Reconciliations of these measures and their components are provided under "Reconciliation of Non-GAAP Financial Measures" below.
Book value per common share and other book value-derived measures
We view the change in our book value per common share ("BVPS") and fully diluted book value per share ("Fully diluted BVPS") as additional measures of our performance, representing the value generated for our common shareholders each period, and we believe that these measures are key drivers of our share price over time. BVPS is calculated by dividing common shareholders' equity by the number of outstanding common shares at the applicable period end. Common shares outstanding include all common shares issued and outstanding (as disclosed on the face of the Unaudited Consolidated Balance Sheets) as well as all director share units outstanding. Fully diluted BVPS is calculated by dividing common shareholders' equity by the number of outstanding shares at the applicable period end combined with the impact from dilution of share-based compensation and certain conversion features where dilutive. BVPS and Fully diluted BVPS are 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 (although to a lesser extent for fully diluted BVPS due to the inclusion of diluted securities).
Fully diluted tangible book value per common share ("Fully diluted TBVPS") is a widely used non-GAAP financial measure that focuses on the underlying fundamentals of the Company's financial position and performance without the impact of goodwill and other intangible assets. We believe that by excluding these items, Fully diluted TBVPS aligns with our long-term objective of creating shareholder value. Fully diluted TBVPS is calculated by dividing common shareholders' equity excluding intangible assets 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.
The following table presents the measures discussed above at the dates indicated:
(U.S. dollars)
September 30, 2017
 
June 30, 2017
 
Change
(Three Months)
 
December 31, 2016
 
Change
(Nine Months)
Book value per common share
$
38.83

 
$
42.87

 
$
(4.04
)
 
$
40.98

 
$
(2.15
)
Fully diluted book value per common share
$
38.27

 
$
42.15

 
$
(3.88
)
 
$
40.33

 
$
(2.06
)
Fully diluted tangible book value per common share
$
29.70

 
$
33.71

 
$
(4.01
)
 
$
32.21

 
$
(2.51
)
Three and nine months ended September 30, 2017: The decreases in our BVPS, Fully diluted BVPS and Fully diluted TBVPS were mainly due to the lower net income discussed above, plus the effects of preferred and common dividends and the common share buyback activity in the period, partially offset by the increase in our unrealized gains on investments.
Reconciliations of these measures and their components are provided under "Reconciliation of Non-GAAP Financial Measures" below.

62



RECONCILIATION OF NON-GAAP FINANCIAL 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 our Operating ROE measures for the three and nine months ended September 30, 2017 and 2016 and Fully diluted TBVPS at September 30, 2017 and 2016, as well as information about the outstanding shares and shareholders' equity, which are used in various of the non-GAAP financial measures:
(U.S. dollars in thousands, except per share amounts)
Three Months Ended
 
Nine Months Ended
September 30,
 
September 30,
2017
 
2016
 
2017
 
2016
Net income (loss) attributable to common shareholders
$
(1,043,689
)
 
$
70,601

 
$
(589,226
)
 
$
136,268

Net realized and unrealized (gains) losses on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets (1)
31,662

 
225,610

 
116,359

 
691,432

Net realized (gains) losses on investments and net unrealized (gains) losses on investments, Trading - Life Funds Withheld Assets
(11,548
)
 
(85,281
)
 
(52,075
)
 
(271,596
)
Net investment income - Life Funds Withheld Assets
(30,796
)
 
(38,937
)
 
(95,599
)
 
(119,643
)
Foreign exchange revaluation (gains) losses on and other income and expense items related to Life Funds Withheld Assets
(8,543
)
 
(1,535
)
 
(26,711
)
 
(5,729
)
Net income (loss) attributable to common shareholders excluding Contribution from Life Retrocession Arrangements
$
(1,062,914
)
 
$
170,458

 
$
(647,252
)
 
$
430,732

Net realized (gains) losses and OTTI on investments - excluding Life Funds Withheld Assets
(31,726
)
 
(58,395
)
 
(85,113
)
 
(69,447
)
Net realized and unrealized (gains) losses on derivatives
20,434

 
(5,490
)
 
28,409

 
(2,774
)
Net realized and unrealized (gains) losses on investments and derivatives related to the Company's insurance company affiliates
(89
)
 

 
(2,025
)
 
2,231

Foreign exchange (gains) losses excluding Life Funds Withheld Assets
63,560

 
(160
)
 
72,749

 
(48,885
)
Loss (gain) on sale of subsidiary

 
(3,670
)
 

 
(3,670
)
Extinguishment of debt
1,582

 

 
1,582

 

(Gain) loss on repurchase of preference shares
(14,290
)
 

 
(14,290
)
 

(Provision) benefit for income tax on items excluded from operating income (2)
(5,419
)
 
19,711

 
8,301

 
24,102

Operating net income (loss)
$
(1,028,862
)
 
$
122,454

 
$
(637,639
)
 
$
332,289

Integration costs

 
54,462

 
73,067

 
161,566

(Provision) benefit for income tax on integration costs

 
(4,630
)
 
(7,745
)
 
(13,738
)
Operating net income (loss) (excluding integration costs)
$
(1,028,862
)
 
$
172,286

 
$
(572,317
)
 
$
480,117

Per common share results - diluted:
 
 
 
 
 
 
 
Net income (loss) attributable to common shareholders
$
(4.06
)
 
$
0.25

 
$
(2.26
)
 
$
0.48

Operating net income (loss)
$
(4.00
)
 
$
0.44

 
$
(2.44
)
 
$
1.16

Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
257,022

 
273,660

 
261,203

 
282,442

Diluted (3)
261,298

 
277,094

 
265,266

 
286,125

Return on common shareholders' equity:
 
 
 
 
 
 
 
Opening common shareholders' equity
$
11,080,552

 
$
11,685,188

 
$
10,938,512

 
$
11,677,079

Closing common shareholders' equity (at period end)
9,939,847

 
11,612,166

 
9,939,847

 
11,612,166

Average common shareholders' equity for the period
10,510,200

 
11,648,677

 
10,439,180

 
11,644,623

Opening AOCI
921,165

 
1,408,587

 
715,546

 
686,616

Closing AOCI (at period end)
968,928

 
1,519,805

 
968,928

 
1,519,805

Average AOCI for the period
945,047

 
1,464,196

 
842,237

 
1,103,211

Average common shareholders' equity for the period excluding average AOCI
9,565,154

 
10,184,481

 
9,596,943

 
10,541,413

Annualized net income (loss)
(4,174,756
)
 
282,404

 
(785,635
)
 
181,691

Annualized operating net income (loss)
(4,115,448
)
 
489,816

 
(850,185
)
 
443,052

Annualized operating net income (loss) (excluding integration costs)
(4,115,448
)
 
689,143

 
(763,089
)
 
640,156

Annualized return on average common shareholders' equity
(39.7
)%
 
2.4
%
 
(7.5
)%
 
1.6
%
Annualized operating return on average common shareholders' equity
(39.2
)%
 
4.2
%
 
(8.1
)%
 
3.8
%
Annualized operating return on average common shareholders' equity excluding AOCI
(43.0
)%
 
4.8
%
 
(8.9
)%
 
4.2
%
Annualized operating return on average common shareholders' equity excluding integration costs
(39.2
)%
 
5.8
%
 
(7.3
)%
 
5.5
%
Annualized operating return on average common shareholders' equity excluding integration costs and AOCI
(43.0
)%
 
6.8
%
 
(8.0
)%
 
6.1
%

63



 
September 30, 2017
 
June 30, 2017
 
December 31, 2016
Book value per common share:
 
 
 
 
 
Closing common shares outstanding - basic
255,981

 
258,489

 
266,927

Closing common shares outstanding - diluted
259,717

 
262,859

 
271,225

Book value per common share
$
38.83

 
$
42.87

 
$
40.98

Fully diluted book value per common share
$
38.27

 
$
42.15

 
$
40.33

Goodwill and other intangible assets
$
2,227,014

 
$
2,219,390

 
$
2,203,653

Tangible book value
$
7,712,833

 
$
8,861,162

 
$
8,734,859

Fully diluted tangible book value per common share
$
29.70

 
$
33.71

 
$
32.21

____________
(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.
(2)
The tax impact was calculated at the applicable jurisdictional effective tax rate, which could differ from the Company’s effective tax rate.
(3)
Diluted weighted average number of common shares outstanding is used to calculate per share data except when it is anti-dilutive to earnings per share or when there is a net loss. When it is anti-dilutive or when a net loss occurs, basic weighted average common shares outstanding is utilized in the calculation of net loss per share and net operating loss per share.
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, 2017 have been affected by, among other things, the following significant items:
1)
The impact of the decrease of the discount rate used to calculate lump sum awards in U.K. bodily injury cases ("Ogden Rate");
2)    The impact of natural catastrophe loss events;
3)     The current underwriting environment; and
4)    Market movement impacts on our investment portfolio.
1)     Impact of Decrease to the Ogden Rate
The U.K. Ministry of Justice's announcement in February 2017 of a significant decrease to the Ogden Rate from +2.5% to -0.75%, a decrease of 325 basis points and the first rate change since 2001, was effective on March 20, 2017.
The Company initially recognized approximately $75 million as the pre-tax impact of the rate change on the Company's carried reserves for relevant lines of business, primarily related to our U.K. motor business in the Reinsurance segment. Classes of business impacted by this rate change are U.K. motor bodily injury, U.K. employer's liability, and U.K. public liability. Impacts on the Insurance segment were modest due to the low level of U.K. bodily injury claims in our portfolio as well as reinsurance protections.
Since this initial recognition, we have continued to analyze emerging claims data on the impacted motor portfolios and during the quarter released $12.5 million of incurred but not reported losses, lowering our ultimate pre-tax impact to $62.5 million.
We have not been a large writer of U.K. motor business, but have some exposure from business written on a non-proportional reinsurance basis. This portfolio was scaled back beginning in 2009 as periodic payment orders became more prevalent and more costly. For the year ended December 31, 2016, the Company's gross U.K. motor premiums were under $10 million.

64



2)     The Impact of Natural Catastrophe Loss Events
The following table outlines the impact of natural catastrophes on incurred losses and the loss ratio impact of the Insurance and Reinsurance segments for the three and nine months ended September 30, 2017 and 2016:
 
Natural Catastrophe Losses
 
Natural Catastrophe Loss Ratio Impact
 
Three Months Ended September 30,
 
Three Months Ended September 30,
(U.S. dollars in thousands)
2017
 
2016
 
2017
 
2016
Insurance
$
716,280

 
$
71,157

 
42.3
%
 
4.3
%
Reinsurance
802,785

 
26,209

 
88.6
%
 
3.5
%
Total P&C
$
1,519,065

 
$
97,366

 
58.8
%
 
4.1
%
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
Nine Months Ended September 30,
(U.S. dollars in thousands)
2017
 
2016
 
2017
 
2016
Insurance
$
865,999

 
$
203,670

 
17.3
%
 
4.2
%
Reinsurance
841,289

 
186,568

 
32.5
%
 
8.2
%
Total P&C
$
1,707,288

 
$
390,238

 
22.6
%
 
5.4
%
Net losses relating to Hurricanes Harvey, Irma and Maria were approximately $1.42 billion. Total catastrophe losses for the three months ended September 30, 2017 were $1.48 billion. These losses are pre-tax and net of reinsurance, reinstatement and premium adjustments and redeemable non-controlling interest. An analysis of the losses by event were as follows:
Three Months Ended September 30, 2017
(U.S. dollars in thousands)
Gross losses and loss expenses
Net losses and loss expenses
Hurricane Harvey
 
 
Insurance
$
(443,384
)
$
(207,573
)
Reinsurance
(310,852
)
(191,203
)
Total P&C
$
(754,236
)
$
(398,776
)
 
 
 
Hurricane Irma
 
 
Insurance
$
(527,270
)
$
(249,201
)
Reinsurance
(666,630
)
(424,926
)
Total P&C
$
(1,193,900
)
$
(674,127
)
 
 
 
Hurricane Maria
 
 
Insurance
$
(275,841
)
$
(135,375
)
Reinsurance
(321,951
)
(209,721
)
Total P&C
$
(597,792
)
$
(345,096
)
 
 
 
Mexican Earthquakes, Typhoon Hato and other
 
 
Insurance
$
(122,655
)
$
(105,807
)
Reinsurance
(54,782
)
(47,590
)
Total P&C
$
(177,437
)
$
(153,397
)
 
 
 
Reinstatement and premium adjustments
 
52,331

 
 
 
Total P&C catastrophe losses
$
(2,723,365
)
$
(1,519,065
)
 
 
 
Redeemable non-controlling interest
 
34,431

 
 
 
Total P&C catastrophe losses, net of redeemable non-controlling interest
 
$
(1,484,634
)
Our estimates are based on a combination of catastrophe modeling, exposure analysis and preliminary ground-up notifications. Following these events and meaningful reinsurance recoveries this quarter, the Company continues to have significant catastrophe reinsurance protections remaining for 2017 and 2018, including catastrophe bond protections, some of which extend through 2019.
Preparation of these estimates involves the exercise of considerable judgment. Given that the facts are still developing, as well as the complexities of the nature of the events, including the magnitude, proximity and recent occurrence of these events, limited claims data received to date, the likelihood of longer development periods associated with the specific characteristics of

65



these events, the geographic and infrastructure limitations related to the areas impacted and the factors inherent in loss estimation, among other matters, 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.
3)     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
For the three months ended September 30, 2017, pricing in the Insurance segment was down approximately 1.7%. Our International business lines were flat for the period, as increases in financial lines were offset by modest rate decreases in casualty, construction and property books. Our North America business lines were down approximately 1.9% driven by our professional, excess casualty, risk management and construction lines, partially offset by modest rate increases in the property, environmental and excess & surplus books. Our Global Lines businesses continued to be adversely impacted, with rates down approximately 1.9% driven by continued competitive conditions across most of the portfolio, partially offset by increases in accident & health and marine. For the nine months ended September 30, 2017, rates were down approximately 1.6%, with both Global Lines and North America down, partially offset by an increase in International in the casualty and construction lines.
Gross premiums written in the quarter were up by 7.3%, or $158 million on a reported basis year-over-year, and when we normalize for foreign exchange, up by 8.2% in the quarter. Our largest growing portfolios in the quarter included our new accident and health business, international property, North America property, North America construction and fine art & specie. On a year to date basis, gross premiums written were up 5.8%, and when we normalize for foreign exchange, up by 7.0%. 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, 2017, the underwriting environment remained challenging, but rate decreases continued to decelerate in most classes and regions. For the nine months ended September 30, 2017, we experienced rate decreases of approximately 0.9% across the Reinsurance segment compared to the prior year period.
Our global catastrophe prices fell roughly 2.8% for the nine months ended September 30, 2017 compared to the same period of 2016. On the remainder of the property treaty portfolio, prices were also down 0.8%, while our casualty portfolio rates were slightly up over the nine months ended September 30, 2017.
Despite these rate decreases, our top line grew 6.8% on a combined basis for the three months ended September 30, 2017 compared to the same period of 2016, after adjusting for foreign exchange and reinstatement premiums, primarily due to new business. The increase in new business was primarily from the casualty line of business predominantly within the Bermuda and Europe, Middle East & Africa ("EMEA") regions. In addition, significant new business was written within the property treaty line of business from both the North America and Latin America regions. See "Income Statement Analysis - Reinsurance," for further discussion of our premium movements.
The impact of the catastrophes on rates for the three months ended September 30, 2017 were not recognized during the current period; however, we believe that in the coming periods we will see new levels of appropriate sustainable pricing, and believe that we are well positioned by virtue of our diverse portfolio, global relevance and disciplined underwriting.
4)     Market Movement Impacts on Our Investment Portfolio (Excluding Life Funds Withheld Assets)
During the three months ended September 30, 2017, the positive mark to market change of $89.6 million on our AFS investments, including Other Investments, was primarily driven by tightening credit spreads across our major jurisdictions and a slight decrease in interest rates in the Euro-zone, offset by an increase in U.S. and U.K. interest rates. An increase in equity index prices also contributed to the positive mark to market change from our equity portfolio. This represents an approximately 0.2% appreciation in the average fair market value of total investments including cash for the three months ended September 30, 2017.

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 three months ended September 30, 2017:
 
 Interest Rate Movement for the three months ended September 30, 2017 (1) (‘+’/‘-’ represents increases / decreases in interest rates)
 
 Credit Spread Movement for the three months ended September 30, 2017 (1) (‘+’/‘-’ represents widening / tightening of credit spreads)
 
 Equity Market Price Movement for the three months ended September 30, 2017 (1) (‘+’/‘-’ represents increases / decreases in common equity market benchmarks)
United States
+5 basis points (5 year Treasury)
 
-7 basis points (US Corporate A rated)
 
+4.69% (MSCI All Countries World Index)
 
 
 
-10 basis points (US Mortgage Master Index)
 
+3.96% (S&P500 Index)
United Kingdom
+9 basis points (5 year Gilt)
 
-1 basis points (UK Corporate, AA rated)
 
 
Euro-zone
-4 basis points (5 year Bund)
 
-2 basis points (Europe Corporate, A rated)
 
 
____________
(1)
Source: Bloomberg Finance L.P.
Net realized gains on investments in the three months ended September 30, 2017 totaled $31.7 million, including net realized gains of $35.4 million from sales of fixed maturities and equities, partially offset by net realized losses of approximately $3.7 million related to Other-Than-Temporary Impairment ("OTTI") charges on certain of the Company's fixed income and equity investments. For further analysis, see "Income Statement Analysis - Investment Activities" below.
During the nine months ended September 30, 2017, the positive mark to market change of $350.5 million on our AFS investments, including Other Investments, was primarily driven by tightening corporate credit spreads in the U.S. as well as positive movement in our equity portfolio from increases in equity index prices. This represents an approximately 0.9% appreciation in the average fair market value of total investments including cash for the nine months ended September 30, 2017.
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, 2017:
 
 Interest Rate Movement for the nine months ended September 30, 2017 (1)        (‘+’/‘-’ represents increases / decreases in interest rates)
 
 Credit Spread Movement for the nine months ended September 30, 2017 (1) (‘+’/‘-’ represents widening / tightening of credit spreads)
 
 Equity Market Price Movement for the nine months ended September 30, 2017 (1)      (‘+’/‘-’ represents increases / decreases in common equity market benchmarks)
United States
+1 basis points (5 year Treasury)
 
-23 basis points (US Corporate A rated)
 
+15.42% (MSCI All Countries World Index)
 
 
 
+7 basis points (US Mortgage Master Index)
 
+12.53% (S&P500 Index)
United Kingdom
+31 basis points (5 year Gilt)
 
-7 basis points (UK Corporate, AA rated)
 
 
Euro-zone
+27 basis points (5 year Bund)
 
-16 basis points (Europe Corporate, A rated)
 
 
____________
(1)
Source: Bloomberg Finance L.P.
Net realized gains on investments in the nine months ended September 30, 2017 totaled $85.1 million, including net realized gains of $96.9 million from sales of fixed maturities, equities and other investments, partially offset by net realized losses of approximately $11.7 million related to OTTI charges on certain of the Company's fixed income and equity investments. For further analysis, 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. 
Catlin Integration
We closed 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 transaction, management developed a comprehensive integration plan that identified key areas of focus and action

67



plans in anticipation of closing and implemented that plan following the closing of that transaction. The recognition of integration costs related to the Catlin Acquisition was completed in the second quarter of 2017.
Capital Management
Fundamental to supporting our business model is our ability to underwrite business, which is largely dependent upon the quality of our claims paying and financial strength ratings as evaluated by independent rating agencies. As a result, in the event that we are downgraded, our ability to write business, as well as our financial condition or results of operations, could be adversely affected. Managing our capital, debt and leverage is an important part of maintaining the necessary ratings position.
Buybacks of Common Shares
For a discussion of our share buyback activity, please see Item 1, Note 13, "Share Capital," to the Unaudited Consolidated Financial Statements included herein.
Buybacks of Preference Shares and Repurchase of Debt
For a discussion of the repurchase of preference shares and subordinated notes issued by our subsidiaries, XLIT and Catlin Insurance Company Ltd. ("Catlin-Bermuda"), please see Item 1, Note 13, "Share Capital," and Item 1, Note 9, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein, respectively.
Issuance of Debt
On June 29, 2017, the Company issued fixed to floating rate subordinated notes. For further discussion, please see Item 1, Note 9, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein.
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, 2016. The table below shows our estimated per event net 1% and 0.4% exceedance probability exposures for certain peak natural catastrophe peril regions based on our evaluation and detailed analysis with a measurement date of July 1, 2017. Therefore, the results below do not reflect the impact of the significant natural catastrophe activity in the three months ended September 30, 2017 on our reinsurance utilization, and our resulting net probable maximum loss. 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. For further information about the significant natural catastrophe activity, see "Significant Items Affecting the Results of Operations - The Impact of Natural Catastrophe Loss Events" above.
 
 
 
 
 
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, 2017 (3)
 
Probable
Maximum
Loss (2)
 
Percentage of Adjusted Tangible Capital at September 30, 2017 (3)
North Atlantic
Windstorm
 
July 1, 2017
 
$
1,071

 
10.6
%
 
$
1,970

 
19.5
%
North America
Earthquake
 
July 1, 2017
 
$
1,010

 
10.0
%
 
$
1,600

 
15.8
%
Europe
Windstorm
 
July 1, 2017
 
$
891

 
8.8
%
 
$
1,109

 
11.0
%
Japan
Earthquake
 
July 1, 2017
 
$
758

 
7.5
%
 
$
1,076

 
10.6
%
Japan
Windstorm
 
July 1, 2017
 
$
535

 
5.3
%
 
$
692

 
6.8
%
____________
(1)
Detailed analyses of aggregated in-force exposures and probable 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 ($10.1 billion), a non-GAAP financial measure used in risk assessment as a measure of our available capital, is defined as Total Shareholders’ Equity ($11.5 billion) plus (i) outstanding subordinated notes due 2025 ($493.9 million), 2045 ($472.7 million) and 2047 ($576.7 million) less (ii) Goodwill and Other Intangible Assets ($2.2 billion) and less (iii) Adjusted Accumulated Other Comprehensive Income ($724.7 million), which is defined as Accumulated Other Comprehensive Income ($968.9 million) plus Shadow Adjustments, as defined in Item 1, Note 15, "Accumulated Other Comprehensive Income (Loss)," to the Unaudited Consolidated Financial Statements included herein ($198.1 million) less gross unrealized gains resulting from Life Funds Withheld Assets ($442.4 million).

68



Regulatory Change
We continue to monitor and assess regulatory initiatives and legislation relevant to our business. In particular, we continue to monitor closely and assess proposals regarding national, regional and global capital standards that affect us or in the future could affect us.
On September 12, 2017, we announced that the Bermuda Monetary Authority, our group supervisor, had approved the use of a full internal model to calculate our enhanced capital requirements in substitution of the Bermuda Solvency Capital Requirement standard formula.
See "Business - Regulation," included in Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2016, for additional discussion of regulatory matters, including group supervision and Solvency II. In addition, see "Brexit-Related Recent Developments" below for a discussion of Brexit.
Brexit-Related Recent Developments
The U.K. provided formal notice of its decision to exit the E.U. under article 50 of the Treaty on European Union on March 29, 2017. Delivery of this notice commenced a two year process during which the U.K. and E.U. will endeavor to negotiate the terms of the U.K.'s exit. Unless this period is extended, the U.K. will automatically exit the E.U. with or without an agreement in place, after two years. While Brexit did not materially affect our financial condition or results of operations for the nine months ended September 30, 2017, no member country has left the E.U. to date, and the rules for exit under article 50 are brief, which has and may continue to create the potential for related political, monetary, economic and legal uncertainty. Such uncertainties are expected to continue to have meaningful repercussions in future periods.
On September 19, 2017, we announced our plan to redomesticate our principal E.U. insurance company, XL Insurance Company SE ("XLICSE") to Ireland in 2018, subject to certain regulatory approvals. Redomesticating XLICSE from the U.K. to Ireland will allow our clients and brokers to benefit from continuity of service through its branch network in Europe. In addition, our primary reinsurance carrier, XL RE Europe SE, is Irish-domiciled.
In the U.K., we will retain Catlin Insurance Company Ltd (“CICL UK”), a U.K. regulated insurance company, and its Lloyd’s of London ("Lloyd's") operations (Syndicate 2003 and 3002). The combination of being able to issue Lloyd’s and CICL UK paper in the U.K. as well as XLICSE paper in the E.U. is intended to well-position us for business that could otherwise potentially be disrupted by any loss of "passporting" rights as a result of the U.K. leaving the E.U. 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. We continue to review our European legal entity structure to consider other possible changes that may need to be made to preserve our E.U.-domiciled entities' "passporting" regime.
Currently, Lloyd's is wholly reliant on the passporting regime to do business across the E.U. On March 29, 2017, Lloyd's of London ("Lloyd's") announced that it intends to set up a new insurance company in Brussels, Belgium, to serve as an E.U. hub post-Brexit, which it anticipates will commence operations in January 2019. Given that we are one of the largest managing agents at Lloyd's, management is closely monitoring Lloyd's ability to successfully implement its post-Brexit strategy with the E.U.
Outcomes of the negotiations and plans 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. Our costs of doing business in Ireland may also be impacted, for example, by increased demand for property and labor, particularly as other companies reduce their U.K. operations and seek alternative platforms within the E.U.
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" included in our Annual Report on Form 10-K for the year ended December 31, 2016.
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, 2016.

69



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, 2016 and Item 1, Note 11, "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 3, "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 and nine months ended September 30, 2017 compared to the three and nine months ended September 30, 2016
Insurance
Our Insurance segment provides commercial property, casualty and specialty insurance products on a global basis. Effective January 1, 2017, Insurance lines of business are now divided into the following underwriting business groups: Global Lines, which includes lines previously included in Specialty as well as the London Wholesale business that was previously included in Casualty and Energy, Property & Construction ("EPC"); International, which includes non-North America property and casualty lines previously included in Professional, Casualty and EPC; and North America, which includes North America region property and casualty lines, which were previously included in Professional, Casualty and EPC lines. Products generally provide tailored coverages for large corporate and middle market 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 growing those lines of business within our Insurance operations that we believe provide the best return on capital over time.
The following table summarizes the underwriting profit (loss) for the Insurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Gross premiums written
$
2,311,090

 
$
2,153,379

 
7.3
 %
 
$
7,582,060

 
$
7,169,363

 
5.8
 %
Net premiums written
1,660,304

 
1,615,132

 
2.8
 %
 
4,910,096

 
4,899,258

 
0.2
 %
Net premiums earned
1,677,189

 
1,653,461

 
1.4
 %
 
4,964,808

 
4,944,055

 
0.4
 %
Less: Net losses and loss expenses
1,724,755

 
1,068,268

 
61.5
 %
 
3,862,205

 
3,163,599

 
22.1
 %
Less: Acquisition costs
228,188

 
221,137

 
3.2
 %
 
670,579

 
679,009

 
(1.2
)%
Less: Operating expenses
269,727

 
302,373

 
(10.8
)%
 
844,137

 
922,273

 
(8.5
)%
Underwriting profit (loss)
$
(545,481
)
 
$
61,683

 
N/M

 
$
(412,113
)
 
$
179,174

 
N/M

Net results – structured products
1,862

 
2,353

 
(20.9
)%
 
6,112

 
6,340

 
(3.6
)%
Net fee income and other (expense)
(1,578
)
 
(4,486
)
 
(64.8
)%
 
(2,437
)
 
(12,097
)
 
(79.9
)%

70




Gross Premiums Written
The following table summarizes our gross premiums written by underwriting business group for the Insurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Global Lines
$
859,414

 
$
798,762

 
7.6
 %
 
$
2,806,471

 
$
2,789,027

 
0.6
%
International
453,080

 
348,773

 
29.9
 %
 
1,812,961

 
1,589,506

 
14.1
%
North America
998,596

 
1,005,844

 
(0.7
)%
 
2,962,628

 
2,790,830

 
6.2
%
Total
$
2,311,090

 
$
2,153,379

 
7.3
 %
 
$
7,582,060

 
$
7,169,363

 
5.8
%
Three months ended September 30, 2017 vs. 2016: Gross premiums written increased by 7.3% for the three months ended September 30, 2017. When evaluated in local currency, our gross premiums written increased by 8.2% for the three months ended September 30, 2017. The unfavorable foreign exchange effect on our gross premiums written was mainly due to the weakening of the British Pound against the U.S. dollar. See "Significant Items Affecting the Results of Operations - The Current Underwriting Environment" 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 business group:
Global Lines - increase of 7.6%, for the three months ended September 30, 2017, is mainly driven by higher new business in accident & health, fine art & specie and political risk & trade credit business lines.
International - increase of 29.9%, for the three months ended September 30, 2017, is attributable to higher new business in international property and an improvement in rates in international financial lines.
North America - decrease of 0.7%, for the three months ended September 30, 2017, is due to lower new business in U.S. programs and lower retentions in excess and surplus lines, partially offset by an increase in premiums in North America property lines attributable to an improvement in pricing and higher retention in North America construction lines.
Nine months ended September 30, 2017 vs. 2016: Gross premiums written increased by 5.8%. When evaluated in local currency, our gross premiums written increased by 7.0%. The unfavorable foreign exchange effect on our gross premiums written was mainly due to a weakening of the British Pound and Euro against the U.S. dollar, which impacted business written in these currencies.
The following is a summary of premium movements by underwriting business groups:
Global Lines - increase of 0.6%, for the nine months ended September 30, 2017, is mainly driven by higher new business in accident & health, fine art & specie and political risk & trade credit business lines. These increases were partially offset by lower premiums in energy property lines driven by lower retention and lower new business in aerospace.
International - increase of 14.1%, for the nine months ended September 30, 2017, is attributable to growth in international property lines and international financial lines.
North America - increase of 6.2%, for the nine months ended September 30, 2017, due to higher new and renewal business in global risk management, higher enrollments in existing programs in our construction sub-contractor default business and an improvement in rates in the North America property business lines.
Net Premiums Written
Three months ended September 30, 2017 vs. 2016: The increase of 2.8%, for the three months ended September 30, 2017, was driven mainly by the increase in gross premiums written across our three underwriting groups described above, each with differing levels of retention.
Nine months ended September 30, 2017 vs. 2016: The increase of 0.2%, for the nine months ended September 30, 2017, largely resulted from an increase in ceded premium written driven by higher subject premium volume and changes in the global reinsurance structure, mostly offset by the increase in gross premiums written, noted above.

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Net Premiums Earned
Three and nine months ended September 30, 2017 vs. 2016: The increase of 1.4% for the three months ended September 30, 2017, and the increase of 0.4% for the nine months ended September 30, 2017, reflect minor variances in both gross and ceded premiums earned.
Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Insurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Point Change
 
September 30,
 
Point Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Loss and loss expense ratio
102.8
%
 
64.6
%
 
38.2

 
77.8
%
 
64.0
%
 
13.8

Acquisition expense ratio
13.6
%
 
13.4
%
 
0.2

 
13.5
%
 
13.7
%
 
(0.2
)
Operating expense ratio
16.1
%
 
18.3
%
 
(2.2
)
 
17.0
%
 
18.7
%
 
(1.7
)
Underwriting expense ratio
29.7
%
 
31.7
%
 
(2.0
)
 
30.5
%
 
32.4
%
 
(1.9
)
Combined ratio
132.5
%
 
96.3
%
 
36.2

 
108.3
%
 
96.4
%
 
11.9

The loss and loss expense ratio includes net losses incurred for both the current 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 and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Point Change
 
September 30,
 
Point Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Loss and loss expense ratio
102.8
 %
 
64.6
 %
 
38.2

 
77.8
 %
 
64.0
 %
 
13.8

Prior year development
0.6
 %
 
1.4
 %
 
(0.8
)
 
0.6
 %
 
1.4
 %
 
(0.8
)
Loss ratio excluding prior year development
103.4
 %
 
66.0
 %
 
37.4

 
78.4
 %
 
65.4
 %
 
13.0

Net natural catastrophe losses
(42.3
)%

(4.3
)%

(38.0
)
 
(17.3
)%
 
(4.2
)%
 
(13.1
)
Loss ratio excluding prior year development and net natural catastrophe losses
61.1
 %
 
61.7
 %
 
(0.6
)
 
61.1
 %
 
61.2
 %
 
(0.1
)
Loss Ratio - excluding prior year development
Three and nine months ended September 30, 2017 vs. 2016: The 37.4 and 13.0 percentage point deteriorations in the loss ratio excluding prior year development represent a significantly higher level of natural catastrophe activity for the three and nine months ended September 30, 2017 as compared to the corresponding prior year periods. Losses net of reinsurance, reinstatement and premium adjustments related to natural catastrophe events for the three months ended September 30, 2017 were $645.1 million higher than in the same period of 2016 and $662.3 million higher for the nine months ended September 30, 2017 than in the same period in 2016. Excluding prior year development, and natural catastrophe losses net of reinsurance recoveries, reinstatement and premium adjustments, in both quarters, the loss ratios for the three and nine months ended September 30, 2017 had no material change compared to the corresponding period of 2016.
Prior Year Development
The following table summarizes the net (favorable) adverse prior year development by line of business relating to the Insurance segment for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(U.S. dollars in thousands)
2017
 
2016
 
2017
 
2016
Professional
$
1,557

 
$
(1,869
)
 
$
(54,833
)
 
$
(369
)
Casualty and other
1,231

 
435

 
(74,443
)
 
(45,230
)
Property
(2,048
)
 
(16,340
)
 
91,488

 
(7,356
)
Specialty
(9,551
)
 
(4,911
)
 
7,108

 
(14,543
)
Total
$
(8,811
)
 
$
(22,685
)
 
$
(30,680
)
 
$
(67,498
)

72



Net favorable prior year reserve development of $8.8 million for the three months ended September 30, 2017, is largely attributable to specialty lines, which was $9.6 million favorable driven by better than expected attritional loss experience in aerospace.
For further information on the net favorable prior year reserve development for the nine months ended September 30, 2017 and 2016, see Item I, Note 8, "Losses and Loss Expenses," to the Unaudited Consolidated Financial Statements included herein.
Underwriting Expense Ratio
Three months ended September 30, 2017 vs. 2016: The improvement of 2.0 percentage points was primarily due to a decrease in the operating expense ratio of 2.2 percentage points offset in part by a slight deterioration in the acquisition expense ratio of 0.2 percentage points, as follows:
Operating expense ratio - improvement of 2.2 percentage points primarily driven by a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results.
Acquisition expense ratio - deterioration was driven in part by lower ceded commissions, due in part to an increase in facultative and global programs reinsurance as compared to the prior year, which carries lower commission rates combined with lower effective profit commission on whole account reinsurance.
Nine months ended September 30, 2017 vs. 2016: The improvement of 1.9 percentage points was due to a decrease in the operating expense ratio of 1.7 percentage points coupled with an improvement in the acquisition expense ratio of 0.2 percentage points, as follows:
Operating expense ratio - improvement of 1.7 percentage points due to synergies realized from the Catlin Acquisition, as well as a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results.
Acquisition expense ratio - slight improvement largely by changes to business mix.
Net Results - Structured Products
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net investment income - structured products
$
6,530

 
$
7,225

 
(9.6
)%
 
$
20,184

 
$
20,736

 
(2.7
)%
Interest expense - structured products
4,668

 
4,872

 
(4.2
)%
 
14,072

 
14,396

 
(2.3
)%
Net investment results - structured products
$
1,862

 
$
2,353

 
(20.9
)%
 
$
6,112

 
$
6,340

 
(3.6
)%
Three and nine months ended September 30, 2017 vs. 2016: Decreases in net results from structured products for the three and nine months ended September 30, 2017 compared to the corresponding periods in the prior year were a result of a decrease in investment yields and a decrease in the asset base reflecting the run-off nature of this business.
For further information about our structured indemnity contracts that are accounted for as deposit contracts, see Item 8, Note 13, "Deposit Liabilities," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
Net Fee Income and Other
Three and nine months ended September 30, 2017 vs. 2016: The decrease compared to the same period of 2016 in net fee income and other was driven by Global Lines 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.

73



The following table summarizes the underwriting profit (loss) for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Gross premiums written
$
704,641

 
$
565,541

 
24.6
 %
 
$
3,609,707

 
$
3,439,650

 
4.9
 %
Net premiums written
665,917

 
518,166

 
28.5
 %
 
3,042,326

 
3,018,246

 
0.8
 %
Net premiums earned
940,567

 
778,216

 
20.9
 %
 
2,686,522

 
2,367,772

 
13.5
 %
Less: Net losses and loss expenses
1,341,968

 
423,535

 
N/M

 
2,317,057

 
1,343,075

 
72.5
 %
Less: Acquisition costs
216,371

 
181,749

 
19.0
 %
 
640,844

 
544,380

 
17.7
 %
Less: Operating expenses
63,723

 
67,764

 
(6.0
)%
 
204,915

 
215,258

 
(4.8
)%
Underwriting profit (loss)
$
(681,495
)
 
$
105,168

 
N/M

 
$
(476,294
)
 
$
265,059

 
N/M

Net results – structured products
16,046

 
5,355

 
199.6
 %
 
17,633

 
5,397

 
N/M

Net fee income and other
863

 
620

 
39.2
 %
 
2,243

 
2,705

 
(17.1
)%
__________
*
N/M - Not Meaningful
Gross Premiums Written
The following table summarizes our gross premiums written by geographical region for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Bermuda
$
151,561

 
$
72,687

 
108.5
 %
 
$
1,019,630

 
$
891,466

 
14.4
 %
North America
149,931

 
179,539

 
(16.5
)%
 
646,833

 
686,306

 
(5.8
)%
London
109,388

 
86,779

 
26.1
 %
 
602,036

 
575,352

 
4.6
 %
EMEA
101,356

 
42,611

 
137.9
 %
 
689,595

 
666,650

 
3.4
 %
LAC
192,405

 
183,925

 
4.6
 %
 
651,613

 
619,876

 
5.1
 %
Total
$
704,641

 
$
565,541

 
24.6
 %
 
$
3,609,707

 
$
3,439,650

 
4.9
 %
Three months ended September 30, 2017 vs. 2016: Gross premiums written increased by 24.6% due to additional new business written in the quarter and reinstatement premiums from significant natural catastrophe activity. The increase was partially offset by cancellations and the timing of certain contracts incepting within the segment. When evaluated in local currency, our gross written premium increased by 23.8%. When evaluated in local currency and excluding the impact of reinstatement premiums, our gross premiums written increased by 6.8%.
The following is a summary of the premium movements by region:
Bermuda - increase of 108.5%, for the three months ended September 30, 2017, is mainly due to significant new business in casualty treaty, reinstatement premiums on the recent significant natural catastrophe activity and favorable premium adjustments in casualty treaty.
North America - decrease of 16.5%, for the three months ended September 30, 2017, is driven by cancellations within the casualty line of business due to the competitive pricing environment as well as reduced volumes reinsured by our cedants, partially offset by new business in property treaty.
London - increase of 26.1%, for the three months ended September 30, 2017, is primarily driven by reinstatement premiums on significant natural catastrophe activity.
EMEA - increase of 137.9%, for the three months ended September 30, 2017, is mainly due to significant new business in casualty treaty and property treaty, reinstatement premiums on the recent significant natural catastrophe activity and favorable premium adjustments in casualty treaty.
LAC - increase of 4.6%, for the three months ended September 30, 2017, is driven predominantly by new business and increased shares written within property treaty.

74



Nine months ended September 30, 2017 vs. 2016: Gross premiums written increased by 4.9%, primarily driven by new business, reinstatement premiums from significant natural catastrophe activity, partially offset by cancellations. When evaluated in local currency, our gross premiums written increased by 6.2%. When evaluated in local currency and excluding the impact of reinstatement premiums, our gross premiums written increased by 3.1%.
The following is a summary of the premium movements by region:
Bermuda - increase of 14.4%, for the nine months ended September 30, 2017, is primarily due to new business written within the property line of business, reinstatement premiums from significant natural catastrophe activity, and the renewal of a specific multi-year deal within casualty lines during the first quarter of 2017. These increases were partially offset by cancellations predominantly within specialty business.
North America - decrease of 5.8%, for the nine months ended September 30, 2017, is largely attributable to non-renewals within the casualty and accident & health lines, in addition to prior year premium adjustments mainly within casualty. These reductions were partially offset by new business written in 2017.
London - increase of 4.6%, for the nine months ended September 30, 2017, is primarily due to additional new business and increased shares written within the property and casualty lines. In addition, the casualty lines benefited from changes to the renewal dates of some policies. These increases were partially offset by prior year premium adjustments.
EMEA - increase of 3.4%, for the nine months ended September 30, 2017, is primarily due to additional new business written within the property and casualty lines and reinstatement premiums from significant natural catastrophe activity. These favorable components are partially offset by cancellations in the current year, including a non-recurring treaty from the second quarter of 2016 within the casualty auto business.
LAC - increase of 5.1%, for the nine months ended September 30, 2017, is driven by new business within property treaty and credit lines of business, along with increased participations written during 2017, mainly within the property treaty lines of business. These increases have been partially offset by cancellations.
Net Premiums Written
Three months ended September 30, 2017 vs. 2016: The increase of 28.5% largely resulted from the gross written premium increase as outlined above, in particular the reinstatement premiums.
Nine months ended September 30, 2017 vs. 2016: The increase of 0.8% largely resulted from the gross written premium increase as outlined above, offset by a net increase in premiums ceded due to changes in the reinsurance mix.
Net Premiums Earned
Three months ended September 30, 2017 vs. 2016: The increase of 20.9% was mainly attributable to the earning impact of a material new contract written within Bermuda during the fourth quarter of 2016, in addition to reinstatement premiums from significant natural catastrophe activity during the quarter, which are fully earned when contracts are required to be reinstated.
Nine months ended September 30, 2017 vs. 2016: The increase of 13.5% was mainly attributable to the earning impact of a material new contract written within Bermuda during the fourth quarter of 2016. In addition to the impact of this contract, there were additional earned premiums resulting from a refinement of the earning patterns within the European engineering book during the first quarter and significant reinstatement premiums reported during the current quarter, as noted above.
Net Losses and Loss Expenses
Combined Ratio
The following table presents the ratios for the Reinsurance segment:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Point Change
 
September 30,
 
Point Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Loss and loss expense ratio
142.7
%
 
54.4
%
 
88.3

 
86.2
%
 
56.7
%
 
29.5

Acquisition expense ratio
23.0
%
 
23.4
%
 
(0.4
)
 
23.9
%
 
23.0
%
 
0.9

Operating expense ratio
6.8
%
 
8.7
%
 
(1.9
)
 
7.6
%
 
9.1
%
 
(1.5
)
Underwriting expense ratio
29.8
%
 
32.1
%
 
(2.3
)
 
31.5
%
 
32.1
%
 
(0.6
)
Combined ratio
172.5
%
 
86.5
%
 
86.0

 
117.7
%
 
88.8
%
 
28.9


75



The loss and loss expense ratio includes net losses incurred for both the current 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 and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Point Change
 
September 30,
 
Point Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Loss and loss expense ratio
142.7
 %
 
54.4
 %
 
88.3

 
86.2
 %
 
56.7
 %
 
29.5

Prior year development
2.3
 %
 
4.0
 %
 
(1.7
)
 
2.4
 %
 
5.4
 %
 
(3.0
)
Loss ratio excluding prior year development
145.0
 %
 
58.4
 %
 
86.6

 
88.6
 %
 
62.1
 %
 
26.5

Net natural catastrophe losses
(88.6
)%
 
(3.5
)%
 
(85.1
)
 
(32.5
)%
 
(8.2
)%
 
(24.3
)
Loss ratio excluding prior year development and net natural catastrophe losses
56.4
 %
 
54.9
 %
 
1.5

 
56.1
 %
 
53.9
 %
 
2.2

Loss Ratio - excluding prior year development
Three months ended September 30, 2017 vs. 2016: The 86.6 percentage point deterioration in the loss ratio excluding prior year development in the three months ended September 30, 2017 was primarily a result of significant natural catastrophe activity, net of reinsurance recoveries, reinstatement and premium adjustments being $776.6 million, or 85.1 percentage points, higher than in the same period of 2016. Excluding favorable prior year development and natural catastrophe losses net of reinsurance recoveries, reinstatement and premium adjustments in both quarters, the loss ratio for the three months ended September 30, 2017 compared to the same period of 2016 deteriorated by 1.5 percentage points to 56.4% due to mix of business, resulting from a higher mix of other lines of business and a lower mix of the property catastrophe line of business.
Nine months ended September 30, 2017 vs. 2016: The 26.5 percentage point deterioration in the loss ratio excluding prior year development in the nine months ended September 30, 2017 was primarily a result of significant natural catastrophe losses. Losses net of reinsurance recoveries, reinstatement and premium adjustments related to natural catastrophe events for the nine months ended September 30, 2017 were $654.7 million, or 24.3 percentage points higher than in the same period of 2016. Excluding favorable prior year development and natural catastrophe losses net of reinsurance recoveries, reinstatement and premium adjustments, the loss ratio for the nine months ended September 30, 2017 compared to the same period of 2016 deteriorated 2.2 percentage points to 56.1% primarily due to due to mix of business, largely resulting from a higher mix of other line of business and a lower mix of the property catastrophe line of business.
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 and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
(U.S. dollars in thousands)
2017
 
2016
 
2017
 
2016
Property and other short-tail lines
$
(14,337
)
 
$
(30,607
)
 
$
(124,362
)
 
$
(69,028
)
Casualty and other long-tail lines
(7,714
)
 
(313
)
 
61,452

 
(59,121
)
Total
$
(22,051
)
 
$
(30,920
)
 
$
(62,910
)
 
$
(128,149
)
Net favorable prior year reserve development was $22.1 million for the three months ended September 30, 2017, mainly attributable to the following:
Net favorable prior year development for the short-tail lines totaled $14.3 million. Details of the significant components are as follows:
For property lines, net prior year development was $8.5 million favorable, primarily due to a release of IBNR on large losses and better than expected development on attritional losses.
For specialty lines, net prior year development was $5.9 million favorable, largely due to better than expected experience on attritional losses and releases on catastrophe and large losses on the marine book.

76



Net favorable prior year development for the long-tail lines totaled $7.7 million. Details of the significant components are as follows:
For casualty lines, net prior year development was $2.9 million favorable, primarily due to a $12.5 million release of IBNR held for the impact of the Ogden rate change in response to emerging claims data on the impacted motor portfolios. This is partially offset by the unfavorable development on large losses.
For other lines, net prior year development was $4.8 million favorable, due to release on large losses on the credit and surety book and better than expected experience on attritional losses.
For further information on the net favorable prior year reserve development for the nine months ended September 30, 2017 and 2016, see Item I, Note 8, "Losses and Loss Expenses," to the Unaudited Consolidated Financial Statements included herein.
Underwriting Expense Ratio
Three months ended September 30, 2017 vs. 2016: The improvement of 2.3 percentage points was due to improvements in the operating expense ratio of 1.9% and acquisition expense ratio of 0.4% as follows:
Acquisition expense ratio - improvement of 0.4 percentage points is driven by the impact of the reinstatement premiums from significant natural catastrophe activity. Excluding reinstatement premiums and premium adjustments, the ratio has deteriorated due to a change in product mix as a result of a material new inception written in Bermuda during fourth quarter of 2016.
Operating expense ratio - improvement of 1.9 percentage points was primarily driven by a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results.
Nine months ended September 30, 2017 vs. 2016: The improvement of 0.6 percentage points was due to an improvement in the operating expense ratio of 1.5%, which was partially offset by deterioration in the acquisition expense ratio of 0.9%, as follows:
Operating expense ratio - improvement of 1.5 percentage points was attributable to synergies realized due to the Catlin Acquisition and increased operating leverage, as well as a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results.
Acquisition expense ratio - deterioration of 0.9 percentage points predominantly resulting from a change in the product mix mainly as a result of a material new inception written in Bermuda during the fourth quarter of 2016.
Net Results - Structured Products
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
 
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net investment income - structured products
$
5,788

 
$
6,903

 
(16.2
)%
 
$
19,028

 
$
20,129

 
(5.5
)%
Interest expense - structured products
(10,258
)
 
1,548

 
 N/M

 
1,395

 
14,719

 
(90.5
)%
Operating expenses - structured products

 

 
—%

 

 
13

 
(100.0
)%
Net investment results - structured products
$
16,046

 
$
5,355

 
 N/M

 
$
17,633

 
$
5,397

 
 N/M

Three and nine months ended September 30, 2017 vs. 2016: Increases in net results from structured products for the three and nine months ended September 30, 2017 compared to the corresponding periods in the prior year were mainly a result of a significant reduction of interest expense due to a change in actuarially determined estimates and timing of expected future cash flows related to one contract.
For further information about our structured indemnity contracts that are accounted for as deposit contracts, see Item 8, Note 13, "Deposit Liabilities," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
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, "Significant Accounting Policies," 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")

77



via 100% quota share reinsurance (the "GreyCastle Life Retro Arrangements"). In November 2015, we ceded the vast majority of our remaining life reinsurance reserves under the U.S. Term Life Retro Arrangements.
Impact of GreyCastle Life Retro Arrangements
As noted in Item 1, Note 5(b), "Derivative Instruments - Other Non-Investment Derivatives," 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, if any, on our comprehensive income in any period.
Run-Off Life Operations - Not Subject to GreyCastle Life Retro Arrangements
Three months ended September 30, 2017 vs. 2016: During the three months ended September 30, 2017, our net loss from our run-off life operations that were not subject to the GreyCastle Life Retro Arrangements was $5.0 million. Included within this negative result are net realized losses of $0.9 million. Additionally, the net investment income of $7.5 million is offset by a net underwriting loss of $8.8 million and interest expense of $2.8 million on the funds withheld for the U.S. Term Life Retro Arrangements.
Nine months ended September 30, 2017 vs. 2016: During the nine months ended September 30, 2017, our net loss from our run-off life operations that were not subject to the GreyCastle Life Retro Arrangements was $16.0 million. Included within this result are net realized losses of $9.5 million. Additionally, the net investment income of $22.9 million was partially offset by a net underwriting loss of $20.6 million and interest expense of $8.8 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 XL Group Board of Directors (the "RFC"). The following is a summary of the investment portfolio returns, which are calculated by using a time-weighted, geometrically linked rate of return calculation that is in accordance with current industry standards, for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2017
 
2016
 
2017
 
2016
Total Return on Investments (1)
1.0
%
 
0.7
%
 
2.9
%
 
3.9
 %
Hedge fund portfolio (2) (3)
1.7
%
 
0.3
%
 
4.7
%
 
(1.0
)%
Public equity portfolio (2)
3.5
%
 
4.4
%
 
10.5
%
 
7.6
 %
___________
(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 these portfolios is included in the Total Return on Investments above.
(3)
Performance on the hedge fund portfolio reflects the three and nine months ended August 31, 2017 and August 31, 2016, 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 affiliates, net realized gains (losses) on investments and net realized and unrealized gains (losses) on derivative instruments for the three and nine months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net investment income - excluding Life Funds Withheld Assets
$
171,983

 
$
170,834

 
0.7
 %
 
$
516,386

 
$
511,402

 
1.0
%
Net income (loss) from investment affiliates
57,656

 
12,156

 
N/M

 
126,735

 
20,756

 
N/M

Net realized gains (losses) on investments
31,726

 
58,395

 
(45.7
)%
 
85,113

 
69,447

 
22.6
%
Net realized and unrealized gains (losses) on derivative instruments (1)
(20,434
)
 
5,490

 
N/M

 
(28,409
)
 
2,774

 
N/M

____________
(1)
For a summary of realized and unrealized losses on all derivative instruments, see Item 1, Note 5, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
*
N/M - Not Meaningful

78



Net Investment Income
Three months ended September 30, 2017 vs. 2016: The increase of 0.7% compared to the prior year period was primarily due to active sector rotation and portfolio management activities, resulting in an increase in investment yields, slightly offset by negative foreign exchange movements.
We estimate that approximately $3.1 billion of assets with an average gross book yield of 2.2% will mature and pay down over the next 12 months compared to the average new money rate in the three months ended September 30, 2017 on our portfolio of 2.6%.
Nine months ended September 30, 2017 vs. 2016: The increase of 1.0% compared to the prior year period was primarily due to active sector rotation and portfolio management activities, offset by a reduction in investment yields as a result of lower reinvestment rates, cash outflows from the investment portfolio and negative foreign exchange movements.
We estimate that approximately $3.1 billion of assets with an average gross book yield of 2.2% will mature and pay down over the next 12 months compared to the average new money rate in the nine months ended September 30, 2017 on our portfolio of 2.3%.
Net Income (Loss) from Investment Affiliates
Net income from investment affiliates includes earnings from our investments in closed-end investment funds and partnerships and similar vehicles that are accounted for under the equity method, as well as certain co-investment holdings sourced for us by the managers of affiliate funds also accounted for under the equity method.
Three months ended September 30, 2017 vs. 2016: We had a large increase in net income from investment affiliates for the three months ended September 30, 2017 as compared to the same period in 2016. We had strong hedge fund affiliate performance and a $32.0 million benefit resulting from the rebalancing of the investment portfolio, as we changed concentrations in certain individual positions in the normal course of business. The results were partially offset by weaker results in our private investments and our private credit funds as compared to the same period of 2016.
Nine months ended September 30, 2017 vs. 2016: Performance for the nine months ended September 30, 2017 was very strong as compared to the same period in 2016 and was driven principally by the hedge fund affiliate results. Strong positive contributions came from funds pursuing equity long/short, quantitative equity market neutral, macro and fixed income strategies. Additionally, our position sizing was a positive contributor to results. Also included in the results was the $32.0 million benefit noted above. The Company's private investments also produced solid performance for the nine months ended September 30, 2017, outperforming prior year results for the same period driven mainly by returns in financial services sector funds, turnaround funds and several related co-investments. The results for private credit funds lagged slightly behind the prior year, slightly offsetting the positive results.
Net Realized Gains and Losses on Investments
Three months ended September 30, 2017 vs. 2016: Net realized gains on investments of $31.7 million in the three months ended September 30, 2017 included net realized gains of $35.4 million, which resulted primarily from sales of equities and corporate fixed maturities. These amounts were offset by losses of approximately $3.7 million related to OTTI charges on certain of our fixed income and equity investments. See Item 1, Note 4, "Investments," to the Unaudited Consolidated Financial Statements included herein for further discussion.
Net realized gains on investments 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 U.S. Government fixed maturities and equities. These amounts were offset by losses of approximately $10.0 million related to OTTI charges on certain of our fixed income and equity investments.
Nine months ended September 30, 2017 vs. 2016: Net realized gains on investments of $85.1 million in the nine months ended September 30, 2017 included net realized gains of $96.9 million, which resulted primarily from sales of equities, corporate fixed maturities and other investments. These amounts were offset by losses of approximately $11.7 million related to OTTI charges on certain of our fixed income and equity investments. For further discussion, see Item 1, Note 4, "Investments," to the Unaudited Consolidated Financial Statements included herein.
Net realized gains on investments of $69.4 million in the nine months ended September 30, 2016 included realized losses of $62.1 million related to OTTI charges on certain of our fixed income and equity investments, as well as net realized gains of $131.6 million, which resulted primarily from sales of U.S. Government fixed maturities and equities.

79



Net Realized and Unrealized Gains and Losses on Derivative Instruments
Three months ended September 30, 2017 vs. 2016: Net realized and unrealized losses on derivative instruments of $20.4 million in the three months ended September 30, 2017 resulted mainly from net losses on embedded derivatives contained within P&C ceded reinsurance contracts written on a funds withheld basis and, to a lesser extent, from net losses 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 5, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein.
Nine months ended September 30, 2017 vs. 2016: Net realized and unrealized losses on derivative instruments of $28.4 million in the nine months ended September 30, 2017 resulted mainly from unrealized losses on an embedded derivatives contained within P&C ceded reinsurance contracts written on a funds withheld basis and unrealized losses on an embedded derivative contained within funds withheld life reinsurance agreements. We also incurred net losses from our investment strategy to manage interest rate risk, foreign exchange risk and credit risk, and to replicate permitted investments and other hedging activities. In addition, we also reported net losses from non-investment hedging activities. For further information, see Item 1, Note 5, "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 three months ended September 30, 2017 and 2016:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net income (loss) from operating affiliates
$
4,872

 
$
12,410

 
(60.7
)%
 
$
61,185

 
$
46,478

 
31.6
 %
Foreign exchange (gains) losses
55,017

 
(1,695
)
 
N/M

 
46,038

 
(54,614
)
 
N/M

Corporate operating expenses
62,232

 
126,308

 
(50.7
)%
 
263,267

 
372,003

 
(29.2
)%
Loss (gain) on sale of subsidiary

 
(3,670
)
 
N/M

 

 
(3,670
)
 
N/M

Extinguishment of debt
1,582

 

 
N/M

 
1,582

 

 
N/M

Net realized and unrealized gains (losses) on life retrocession embedded derivative and derivative instruments - Life Funds Withheld Assets
(31,662
)
 
(225,610
)
 
(86.0
)%
 
(116,359
)
 
(691,432
)
 
(83.2
)%
Interest expense (1)
39,509

 
43,025

 
(8.2
)%
 
123,181

 
128,371

 
(4.0
)%
Income tax expense (benefit)
(60,132
)
 
17,749

 
N/M

 
(18,034
)
 
42,511

 
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, 2017 and 2016:
 
Three Months Ended
 
Percentage
 
Nine Months Ended
 
Percentage
 
September 30,
 
Change
 
September 30,
 
Change
(U.S. dollars in thousands)
2017
 
2016
 
2017 vs 2016
 
2017
 
2016
 
2017 vs 2016
Net income (loss) from investment manager affiliates
$
953

 
$
6,753

 
(85.9
)%
 
$
40,358

 
$
34,424

 
17.2
%
Net income (loss) from strategic operating affiliates
3,919

 
5,657

 
(30.7
)%
 
20,827

 
12,054

 
72.8
%
Net income (loss) from operating affiliates
$
4,872

 
$
12,410

 
(60.7
)%
 
$
61,185

 
$
46,478

 
31.6
%
Net Income from Investment Manager Affiliates
Three months ended September 30, 2017 vs. 2016: The results for the three months ended September 30, 2017 reflect a significant decrease in the amount of incentive fees generated by our investment manager affiliates relative to the same period in the prior year, where incentive fees for the managers that charge them were strong.
Nine months ended September 30, 2017 vs. 2016: The results for the nine months ended September 30, 2017 reflect a significant increase of 17.2% as compared to the prior year period. This increase was primarily due to the gain on sale of one of our investment manager affiliates, partially offset by the lower incentive fees noted above. Prior year period results also benefited from a gain on the sale of a separate investment manager affiliates but to a lesser degree.

80



Net Income from Strategic Operating Affiliates
Three months ended September 30, 2017 vs. 2016: The decrease was mainly due to relatively weaker results from one of our insurance strategic operating affiliates, partially offset by strong results generated from an investment within our value investing strategy team as compared to the prior year period.
Nine months ended September 30, 2017 vs. 2016: The significant increase was largely due to the solid results from one of our strategic operating affiliates as well as strong results generated from an investment within our value investing strategy team as compared to the prior year period.
Foreign Exchange Gains and Losses
Three months ended September 30, 2017 vs. 2016: The foreign exchange losses of $55.0 million in the three months ended September 30, 2017 were principally a result of the impact of the weakening of the U.S. dollar against the Euro and British Pound on net monetary liabilities denominated in those currencies. In the three months ended September 30, 2016, foreign exchange gains of $1.7 million were principally a result of the impact of the strengthening of the U.S. dollar against our British Pound denominated liabilities held in U.S. dollar denominated units.
Nine months ended September 30, 2017 vs. 2016: The foreign exchange losses of $46.0 million in the nine months ended September 30, 2017 were principally a result of the impact of the weakening of the U.S. dollar against the British Pound on net monetary liabilities in that currency held in U.S. dollar denominated units. These losses were partially offset by the gains which resulted from the effect of the weakening of the U.S. dollar against the Swiss Franc on net monetary liabilities in that currency. In the nine months ended September 30, 2016, foreign exchange gains of $54.6 million were a result of the strengthening of the U.S. dollar against our British Pound 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.
Corporate Operating Expenses
Three and nine months ended September 30, 2017 vs. 2016: The decreases of 50.7% and 29.2% for the three and nine months ended September 30, 2017, respectively, compared to the same periods of 2016, were primarily due to lower integration expenses related to the Catlin Acquisition and synergies realized during the past year, reflecting our continuing focus on operating efficiency and leveraging our underwriting platform, as well as a reduction to variable compensation costs resulting from the natural catastrophe loss impact on our results.
Extinguishment of Debt
The loss on extinguishment of debt is a result of the repurchase transaction described in Item 1, Note 9, "Notes Payable and Debt and Financing Arrangements," 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
Three and nine months ended September 30, 2017 vs. 2016: Under the GreyCastle Life Retro Arrangements, as described in Item 1, Note 1, "Significant Accounting Policies," to the Unaudited Consolidated Financial Statements included herein, the resulting 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 additional information, see Item 1, Note 5, "Derivative Instruments," to the Unaudited Consolidated Financial Statements included herein and "Impact of GreyCastle Life Retro Arrangements" above.
Interest Expense
Three and nine months ended September 30, 2017 vs. 2016: Interest expense decreased as a result of a change in actuarially determined estimates and timing of expected future cash flows related to a deposit liability contract within our Structured Products portfolio. This decrease is partially offset by an increase in interest expense due to the issuance of debt during the year. 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016 and Item 1, Note 9, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein.
Income Tax Expense
Three and nine months ended September 30, 2017 vs. 2016: A tax benefit of $60.1 million and a tax charge of $17.7 million were incurred in the three months ended September 30, 2017 and 2016, respectively. A tax benefit of $18.0 million and a tax charge $42.5 million were incurred in the nine months ended September 30, 2017 and 2016, respectively.
The tax charge or benefit recognized in these periods reflects the combination of our tax on operating net income, calculated using an expected full year effective tax rate applied to our pre-tax operating net income in the respective periods,

81



and tax on items excluded from the effective tax rate calculation, including discrete tax adjustments on operating and non-operating income, which are both calculated at the applicable jurisdictional effective tax rate.
The 2017 tax benefits noted above are primarily driven by the impact of the significant catastrophe losses incurred in the current quarter.
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 is 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, "Significant Accounting Policies," 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.
At September 30, 2017 and December 31, 2016, 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 $37.4 billion and $36.6 billion, respectively. The following table summarizes the composition of our invested assets, excluding Life Funds Withheld Assets, at September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
(U.S. dollars in thousands)
Carrying
Value
 
Percent
of Total
 
Carrying
Value
 
Percent
of Total
Fixed maturities - AFS (1):
 
 
 
 
 
 
 
U.S. Government
$
4,313,336

 
11.5
 %
 
$
3,894,388

 
10.6
 %
U.S. States, municipalities and political subdivisions
2,111,217

 
5.6
 %
 
2,478,112

 
6.8
 %
Non-U.S. Governments
5,260,637

 
14.1
 %
 
5,030,132

 
13.8
 %
Corporate
10,072,974

 
26.9
 %
 
10,134,729

 
27.7
 %
RMBS
4,941,702

 
13.2
 %
 
4,492,625

 
12.3
 %
CMBS
1,277,994

 
3.4
 %
 
665,186

 
1.8
 %
Other asset-backed securities
1,567,515

 
4.2
 %
 
1,253,388

 
3.4
 %
Total fixed maturities - AFS
$
29,545,375

 
79.0
 %
 
$
27,948,560

 
76.4
 %
Short-term investments
336,054

 
0.9
 %
 
625,193

 
1.7
 %
Equity securities
1,011,942

 
2.7
 %
 
1,037,331

 
2.8
 %
Investments in affiliates
2,100,378

 
5.6
 %
 
2,177,645

 
6.0
 %
Other investments
1,145,588

 
3.1
 %
 
1,164,564

 
3.2
 %
Total investments
$
34,139,337

 
91.3
 %
 
$
32,953,293

 
90.1
 %
Cash and cash equivalents
3,030,088

 
8.1
 %
 
3,426,988

 
9.4
 %
Restricted cash
79,686

 
0.2
 %
 
62,137

 
0.2
 %
Net receivable/ (payable) for investments sold/ (purchased)
(74,829
)
 
(0.2
)%
 
(97,482
)
 
(0.3
)%
Accrued investment income
212,291

 
0.6
 %
 
230,158

 
0.6
 %
Total investments and cash and cash equivalents - excluding Life Funds Withheld Assets
$
37,386,573

 
100.0
 %
 
$
36,575,094

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

82



We review our fixed income investments on a regular basis to consider their concentration, credit quality and compliance with established guidelines. At September 30, 2017 and December 31, 2016, 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 cash and Life Funds Withheld Assets, at September 30, 2017 and December 31, 2016:
 
September 30, 2017
 
December 31, 2016
Investments by Credit Rating (1)
(U.S. dollars in millions)
Carrying
Value
 
Percent
of Total
 
Carrying
Value
 
Percent
of Total
AAA
$
14,269

 
47.8
%
 
$
12,859

 
45.0
%
AA
5,073

 
17.0
%
 
5,913

 
20.7
%
A
6,160

 
20.6
%
 
7,029

 
24.6
%
BBB
3,391

 
11.3
%
 
2,045

 
7.2
%
BB and below/not rated
988

 
3.3
%
 
728

 
2.5
%
Total
$
29,881

 
100.0
%
 
$
28,574

 
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 $177.3 million at September 30, 2017 in our AFS portfolio (excluding Life Funds Withheld Assets) that can be attributed to the following significant drivers:
gross unrealized losses of $82.9 million related to Government holdings. Securities in a gross unrealized loss position had a fair value of $5.3 billion at September 30, 2017.
gross unrealized losses of $53.3 million related to Corporate holdings. Securities in a gross unrealized loss position had a fair value of $2.4 billion at September 30, 2017.
gross unrealized losses of $22.4 million related to RMBS securities. Securities in an unrealized loss position had a fair value of $2.5 billion at September 30, 2017.
The following table details the security type and length of time that AFS securities were in a continual gross unrealized loss position at September 30, 2017:
 
September 30, 2017
Security Type and Length of Time in a Continual Unrealized Loss Position
(U.S. dollars in thousands)
Amount of
Unrealized
Loss
 
Fair Value
of Securities in
an Unrealized
Loss Position
Fixed Maturities and Short-Term Investments
 

 
 

Less than 6 months
$
(46,689
)
 
$
7,279,758

At least 6 months but less than 12 months
(20,723
)
 
1,904,559

At least 12 months but less than 2 years
(18,887
)
 
303,310

2 years and over
(88,297
)
 
1,902,683

Total
$
(174,596
)
 
$
11,390,310

Equities
 

 
 

Less than 6 months
$
(2,676
)
 
$
38,170

Total
$
(2,676
)
 
38,170


83



The following is the maturity profile of the AFS fixed income securities that were in a continual gross unrealized loss position at September 30, 2017:
 
September 30, 2017
Maturity profile in years of AFS fixed income securities in a gross unrealized loss position
(U.S. dollars in thousands)
Amount of
Unrealized
Loss
 
Fair Value
of Securities in
an Unrealized
Loss Position
Less than 1 year remaining
$
(8,327
)
 
$
774,927

At least 1 year but less than 5 years remaining
(84,131
)
 
4,556,772

At least 5 years but less than 10 years remaining
(39,014
)
 
2,215,944

At least 10 years but less than 20 years remaining
(2,182
)
 
86,341

At least 20 years or more remaining
(2,477
)
 
110,521

RMBS
(22,372
)
 
2,491,771

CMBS
(9,042
)
 
678,858

Other asset-backed securities
(7,051
)
 
475,176

Total
$
(174,596
)
 
$
11,390,310

European Sovereign Debt (Excluding Life Funds Withheld Assets)
As developed markets emerged from the global recession, several key nations within 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 European Periphery Nations' ability to continue to fund their debt. As a result, we believe market risks associated with the European Sovereign Debt crisis have been greatly reduced.
Our exposure to this European sovereign debt crisis has a fair value of $156.1 million at September 30, 2017, and includes direct investment in fixed maturity securities issued by national and local governments of the European Periphery Nations, as well as fixed maturity securities issued by certain corporate entities operating within the European Periphery Nations. 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, at September 30, 2017, our aggregate exposure to European Periphery Nations via our fund investments did not exceed $200 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 12, "Reinsurance," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. 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 6, "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.

84



Level 3 Assets and Liabilities (Excluding Life Funds Withheld Assets)
See Item 1, Note 6, "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 changes in fair value of Level 3 assets and liabilities, as well as further details associated with various assets classified as Level 3. At September 30, 2017, 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 at September 30, 2017.
At September 30, 2017, 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 were carried at fair value were as follows:
(U.S. dollars in thousands)
Total Assets
and Liabilities
Carried at
Fair Value at
September 30, 2017
 
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
$
4,313,336

 
$
18,796

 
0.4
%
U.S. States, municipalities and political subdivisions
2,111,217

 

 
%
Non-U.S. Governments
5,260,637

 

 
%
Corporate
10,072,974

 
1,294

 
%
RMBS
4,941,702

 

 
%
CMBS
1,277,994

 
778

 
0.1
%
Other asset-backed securities
1,567,515

 
16,251

 
1.0
%
Total Fixed maturities, at fair value
$
29,545,375

 
$
37,119

 
0.1
%
Equity securities, at fair value
1,011,942

 

 
%
Short-term investments, at fair value
336,054

 

 
%
Total investments AFS
$
30,893,371

 
$
37,119

 
0.1
%
Cash equivalents (1)
1,629,519

 

 
%
Other investments (2)
778,396

 
219,462

 
28.2
%
Other assets (3)
19,563

 
17,616

 
90.0
%
Total assets carried at fair value
$
33,320,849

 
$
274,197

 
0.8
%
Liabilities
 

 
 

 
 

Other liabilities (4)
74,107

 
17,470

 
23.6
%
Total liabilities carried at fair value
$
74,107

 
$
17,470

 
23.6
%
____________
(1)
Cash equivalents balances subject to fair value measurements include certificates of deposit and money market funds.
(2)
Excluded from Other investments balances are $194.7 million at September 30, 2017 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 certain structured transactions including certain investments in project finance transactions and a payment obligation that are carried at amortized cost, which totaled $172.5 million at September 30, 2017. For further information, see Item 8, Note 6, "Other Investments," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016
(3)
Other assets include derivative instruments, reported on a gross basis.
(4)
Other liabilities include derivative instruments, reported on a gross basis.

85



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 $30.0 billion and $25.9 billion at September 30, 2017 and December 31, 2016, respectively. See Item 1, Note 8, "Losses and Loss Expenses," to the Unaudited Consolidated Financial Statements included herein, for a reconciliation of our P&C unpaid losses and loss expenses for the nine months ended September 30, 2017.
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 10, "Losses and Loss Expenses," to the Consolidated Financial Statements included in Items 7 and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
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 unpaid losses and loss expenses on the Unaudited Consolidated Balance Sheets represents our total gross unpaid losses and loss expenses. Unpaid losses and loss expenses 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, 2017
 
December 31, 2016
Reinsurance balances receivable
$
1,103,244

 
$
598,189

Reinsurance recoverable on future policy benefits (excluding balances related to the GreyCastle Life Retro Arrangements)
8,753

 
10,997

Reinsurance recoverable on unpaid losses and loss expenses
6,993,167

 
5,522,419

Bad debt reserve on unpaid losses and loss expenses recoverable and reinsurance balances receivable
(62,556
)
 
(62,829
)
Net paid and unpaid losses and loss expenses recoverable and reinsurance balances receivable
$
8,042,608

 
$
6,068,776

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) would be sufficient to cover cash outflows under most future loss scenarios. However, there is a possibility that we could be subject to unforeseen demands due to extraordinary events and, as such, our liquidity needs may change. Such events include, among other things: several significant natural 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 Group (the successor to XL-Ireland as the

86



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 Group, like XL-Ireland, is a holding company and has limited liquidity.
A downgrade of our principal insurance and reinsurance subsidiaries by either S&P or A.M. Best below "A-," 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 number of our assumed reinsurance agreements and may potentially require us to return unearned premiums to cedants. 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
Holding Company Liquidity
As holding companies, XL Group and XLIT have no operations of their own and their assets consist primarily of investments in subsidiaries. XL Group'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. XLIT'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 Group'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 24, "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, 2016 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016. No assurance can be given that our subsidiaries will pay dividends in the future to XL Group and XLIT.
Under Bermuda law, XL Group is required to pay cash dividends from contributed surplus. At September 30, 2017, XL Group had $7.7 billion in contributed surplus.
All of our outstanding debt at September 30, 2017 was issued by XLIT. The ability of XLIT, like that of XL Group, 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 24, "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, 2016. 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 XLIT and XL Group. 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.

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Sources of Liquidity
At September 30, 2017 and December 31, 2016, on a consolidated basis we had cash and cash equivalents of approximately $3.0 billion and $3.4 billion. 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, 2017
 
September 30, 2016
Operating activities
$
183,814

 
$
677,782

Investing activities
$
47,205

 
$
727,619

Financing activities
$
(683,243
)
 
$
(1,256,731
)
Effects of exchange rate changes on foreign currency cash
$
55,324

 
$
(11,629
)
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 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 Group and XLIT. 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 settled 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 Unaudited Consolidated Statements of Income.
During the nine months ended September 30, 2017, net cash flows provided by operating activities was $183.8 million compared to net cash flows provided by operating activities of $677.8 million for the same period in 2016. The decrease was mainly due to the timing of premium receipts and the payment of claims, as well as increased purchasing of reinsurance.
Investing Cash Flows
Generally, positive cash flows from operations and financing activities are invested in our investment portfolio, including affiliates, or the acquisition of subsidiaries. Subsequent sales and maturities of these investments then generate positive cash flows.
Net cash provided by investing activities was $47.2 million in the nine months ended September 30, 2017 compared to net cash provided of $727.6 million for the same period in 2016. The change is largely attributable to increased purchases of fixed maturities and short-term investments, which were in excess of proceeds received on the sales of the same such assets, partially offset by decreased purchases of affiliate investments.
As further outlined in Item 1, Note 4, "Investments," to the Unaudited Consolidated Financial Statements included herein, certain assets of the investment portfolio are pledged as collateral in support of insurance and reinsurance liabilities and held in trust. Additionally, certain of these pledged assets are held as collateral in relation to our credit facilities. At September 30, 2017 and December 31, 2016, the Company had $18.0 billion and $17.1 billion in pledged assets, respectively. Of these pledged assets, we have determined in accordance with the accounting policy outlined in Item 8, Note 1(i), "Significant Accounting Policies - Cash Equivalents," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 that cash in the amount of $159.6 million at September 30, 2017 is restricted and has been disclosed as such in our Unaudited Consolidated Balance Sheets.
Financing Cash Flows
Cash flows related to financing activities include common and preference share related transactions, the payment of dividends, the issuance or repurchase of preference ordinary shares by our subsidiaries, the issuance, repurchase or maturity of debt and deposit liability transactions. During the nine months ended September 30, 2017, net cash flows used in financing activities were $683.2 million, mainly due to the buyback of common shares and dividend activity, as well as the repurchase of preferred shares, partially offset by the proceeds from the issuance of debt. See Item 1, Note 13, "Share Capital," to the Unaudited Consolidated Financial Statements included herein, for information regarding share buyback activity. See Item 1, Note 9, "Notes Payable and Debt and Financing Arrangements," to the Unaudited Consolidated Financial Statements included herein, for information regarding our debt issuance.
In addition, the Company maintains credit facilities that provide liquidity. Details of these facilities are described below in "Capital Resources."

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Capital Resources
At September 30, 2017 and December 31, 2016, we had total shareholders' equity of $11.5 billion and $13.0 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;
XLIT and 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 rating 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 the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
The following table summarizes the components of our current capital resources:
(U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
Non-controlling interests - Series D preference ordinary shares of XLIT
$
287,143

 
$
345,000

Non-controlling interests - Series E preference ordinary shares of XLIT
669,778

 
999,500

Non-controlling interests - preference shares of Catlin-Bermuda
518,582

 
562,285

Non-controlling interests - Other
113,160

 
115,382

Common share capital
9,939,847

 
10,938,512

Total common shares and non-controlling interests
$
11,528,510

 
$
12,960,679

Notes payable and debt
3,210,063

 
2,647,677

Total
$
14,738,573

 
$
15,608,356


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Common Share Capital
The following table reconciles the opening and closing common share capital positions as follows:
(U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
Common shareholders' equity – beginning of period
$
10,938,512

 
$
11,677,079

Net income (loss) attributable to common shareholders
(589,226
)
 
440,968

Share buybacks
(571,586
)
 
(1,051,050
)
Share issuances
49,669

 
9,900

Common share dividends
(174,762
)
 
(224,411
)
Change in accumulated other comprehensive income
253,382

 
28,930

Share-based compensation and other
33,858

 
57,096

Common shareholders' equity – end of period
$
9,939,847

 
$
10,938,512

Preference 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 XLIT. As a result of the Catlin Acquisition, we also acquired the preference shares issued by Catlin-Bermuda. These instruments represent non-controlling interests in our Unaudited Consolidated Financial Statements included herein, and are presented as non-controlling interest in equity of consolidated subsidiaries. At September 30, 2017 and December 31, 2016, the face values of the outstanding Series D preference ordinary shares were $287.1 million and $345.0 million, respectively, and Series E preference ordinary shares were $669.8 million and $999.5 million, respectively. The value of the preference shares issued by Catlin-Bermuda at September 30, 2017 and December 31, 2016 was $518.6 million and $562.3 million, respectively. In July 2017, we completed a tender offer in which some of these preference shares were repurchased and canceled. See Item 1, Note 13, "Share Capital," to the Unaudited Consolidated Financial Statements included herein, for further information.
Debt
The following tables present our debt under outstanding securities and lenders' commitments at September 30, 2017:
 
 
 
 
 
 
 
Payments Due by Period (3)
(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

 
$
299,189

 
2018
 
$

 
$
300,000

 
$

 
$

5.75% Senior Notes
400,000

 
398,277

 
2021
 

 

 
400,000

 

6.375% Senior Notes
350,000

 
349,221

 
2024
 

 

 

 
350,000

4.45% Subordinated Notes
500,000

 
493,936

 
2025
 

 

 

 
500,000

6.25% Senior Notes
325,000

 
323,492

 
2027
 

 

 

 
325,000

5.25% Senior Notes
300,000

 
296,526

 
2043
 

 

 

 
300,000

5.5% Subordinated Notes
483,305

 
472,736

 
2045
 

 

 

 
483,305

3.25% Subordinated Notes
587,150

 
576,686

 
2047
 

 

 

 
587,150

Total
$
3,245,455

 
$
3,210,063

 
 
 
$

 
$
300,000

 
$
400,000

 
$
2,545,455

_______________
(1)
Excluded from the table are certain credit facilities under which the Company was permitted to utilize up to $750.0 million at September 30, 2017 and $1.0 billion at December 31, 2016, for revolving loans to support general operating and financing needs. At September 30, 2017 and December 31, 2016, $2 million and $245 million, respectively, were utilized under these facilities to issue letters of credit, leaving $748.0 million and $755.0 million, respectively, available to support other operating and financing needs.
(2)
"In Use/Outstanding" data represent September 30, 2017 accreted values.
(3)
"Payments Due by Period" data represents ultimate redemption values.
In addition, see Item 8, Note 14, "Notes Payable and Debt and Financing Arrangements," to the Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
At September 30, 2017, outstanding debt held by investors consisted of senior and subordinated unsecured notes of approximately $3.2 billion issued by XLIT, the majority of which is guaranteed by XL Group as indicated below. These notes require XLIT to pay a fixed rate of interest during their terms. At September 30, 2017, 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 ("NYSE") and are guaranteed by XL Group. 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.

90



$400 million senior notes due October 2021, with a fixed coupon of 5.75%. The notes are listed on the NYSE and are guaranteed by XL Group. 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 NYSE and are guaranteed by XL Group. 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 NYSE and are guaranteed by XL Group. 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 NYSE and are guaranteed by XL Group. 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.
€500 million ($587.2 million) subordinated notes due June 2047, with a fixed coupon of 3.25% for a period of 10 years, then a floating rate of three-month EURIBOR plus 2.90%. The notes are listed on the NYSE and are guaranteed by XL Group. The notes were issued at 99.054% of the face amount and net proceeds were $558.3 million. Related expenses of the offering amounted to approximately $10.5 million.
Credit Facilities and other sources of collateral
At September 30, 2017, we had sixteen letter of credit ("LOC") facilities in place with total availability of $4.0 billion, of which $2.4 billion was utilized.
(U.S. dollars in thousands)
 
 
 
 
 
 
Amount of Commitment Expiration by Period
Facility Name
Commitment/
Debt
 
In Use/
Outstanding
 
Year of
Expiry
 
Less than
1 Year
 
1 to 3
Years
 
3 to 5
Years
 
After 5
Years
2016 Credit Agricole Facility I
$
125,000

 
$
125,000

 
2019
 
$

 
$
125,000

 
$

 
$

2016 Credit Agricole Facility II
125,000

 
125,000

 
2019
 

 
125,000

 

 

2017 Commonwealth Bank Facility
215,000

 
215,000

 
2020
 

 
215,000

 

 

2017 Credit Suisse Facility
100,000

 
100,000

 
2020
 

 
100,000

 

 

FAL Facility I
125,000

 
125,000

 
2020
 

 

 
125,000

 

FAL Facility II
125,000

 
125,000

 
2020
 

 

 
125,000

 

FAL Facility III
125,000

 
125,000

 
2020
 

 

 
125,000

 

FAL Facility IV
125,000

 
125,000

 
2020
 

 

 
125,000

 

Syndicated Unsecured Facility (1)
750,000

 
2,000

 
2021
 

 

 
750,000

 

Syndicated Secured Facility (1)
750,000

 
553,291

 
2021
 

 

 
750,000

 

2017 Commerzbank Facility
100,000

 
100,000

 
2022
 

 

 
100,000

 

CICL Facility
190,000

 
179,440

 
Continuous
 

 

 

 
190,000

Citi EU Facility
600,000

 
104,252

 
Continuous
 

 

 

 
600,000

London Market Facility
250,000

 
125,467

 
Continuous
 

 

 

 
250,000

CRCH Facility
270,000

 
265,553

 
Continuous
 

 

 

 
270,000

Syndicate 2003 Facility
14,062

 
14,044

 
Continuous
 

 

 

 
14,062

Total LOC facilities
$
3,989,062

 
$
2,409,047

 
 
 
$

 
$
565,000

 
$
2,100,000

 
$
1,324,062

____________
(1)
We have the option to increase the size of the Syndicated Secured and Unsecured Facilities by an aggregate of $500 million.
In addition, 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, 2016 for further information.

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ITEM 3.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
General
The following market 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 analyses used by us to assess and mitigate risk should not be considered projections of future events or losses. See Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations - General - Cautionary Note Regarding Forward-Looking Statements."
As described in Item 1, Note 1, "Significant Accounting Policies," 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 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 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, equity prices and other 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 5, "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 an 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.

92



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 Unaudited 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 Unaudited Consolidated Statements of Income depending on the movement in certain currencies. We have formed several branches with Euro and British Pound 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 currency contracts within the investment portfolio may be utilized to manage individual portfolio foreign currency 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, the Euro, the Swiss Franc and the Canadian dollar. The following table provides more information on our net exposures to these principal foreign currencies at September 30, 2017 and December 31, 2016:
(Foreign currency in millions)
September 30, 2017
 
December 31, 2016
Euro
(40.9
)
 
132.3

British Pound
(120.4
)
 
86.1

Swiss Franc
55.7

 
18.8

Canadian dollar
168.8

 
184.4

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 that has been 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

93



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 3.6 years at September 30, 2017.
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 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 at September 30, 2017.
At September 30, 2017 and December 31, 2016, the average credit quality of our aggregate fixed income investment portfolio (including short-term investments) was "AA." Our $12.0 billion portfolio of government and government-related, agency and sovereign was rated "AA+," our $10.1 billion portfolio of corporates was rated "A-," and our $7.8 billion structured securities portfolio was rated "AA."

94




At September 30, 2017, the top 10 corporate exposures listed below represented 5.3% of the aggregate fixed income investment portfolio and 15.8% of all corporate holdings.
Top 10 Corporate holdings (1)(2)
(U.S. dollars in millions)
 
Carrying Value
 
% of Corporate
 
Percentage of
Aggregate
Fixed Income
Portfolio
Wells Fargo & Company
 
$
195

 
1.9
%
 
0.7
%
JPMorgan Chase & Co.
 
189

 
1.9
%
 
0.6
%
The Goldman Sachs Group, Inc.
 
174

 
1.7
%
 
0.6
%
Morgan Stanley
 
170

 
1.7
%
 
0.6
%
HSBC Holdings PLC
 
158

 
1.6
%
 
0.5
%
Bank Of America
 
155

 
1.5
%
 
0.5
%
Anheuser-Busch Inbev SA
 
152

 
1.5
%
 
0.5
%
Citigroup Inc.
 
149

 
1.5
%
 
0.5
%
Apple Inc.
 
135

 
1.4
%
 
0.4
%
Verizon Communications, Inc.
 
112

 
1.1
%
 
0.4
%
Total
 
$
1,589

 
15.8
%
 
5.3
%
____________
(1)
Government-guaranteed securities and Covered Bonds have been excluded from the above figures.
(2)
Excludes short-term investments and accrued investment income.
We also have exposure to credit risk associated with our mortgage-backed and asset-backed securities. The table below shows the breakdown of the $7.8 billion structured securities portfolio, of which 92.3% is AAA rated:
(U.S. dollars in millions)
Carrying Value (2)
 
Percentage of
Structured Portfolio
RMBS
$
4,941.7

 
63.5
%
CMBS
1,278.0

 
16.4
%
Other ABS (1)
1,567.5

 
20.1
%
Total
$
7,787.2

 
100.0
%
____________
(1)
Includes Covered Bonds.
(2)
Excludes short-term investments and accrued investment income.

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 5, "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, 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.

95



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. At September 30, 2017, our equity portfolio was approximately $845.0 million as compared to $902.3 million at December 31, 2016. This excludes fixed income fund investments of $167.0 million and $135.2 million at September 30, 2017 and December 31, 2016, respectively, that generally do not have the risk characteristics of equity investments but are treated as equity investments under GAAP given their structure as open-ended exchange traded funds. At September 30, 2017 and December 31, 2016, our direct allocation to equity securities was 2.7% and 2.8%, respectively, of total investments (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.
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, risks related to real estate and risks specific to startup or small companies. At September 30, 2017, our exposure to private investments (including funds), excluding unfunded commitments, was $584.4 million, representing 1.6% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) compared to $533.3 million, representing 1.5% of the investment portfolio at December 31, 2016.
Our hedge fund portfolio, which is exposed to equity and credit risk as well as certain other market risks, had a total exposure of $1.5 billion representing approximately 4.1% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) at September 30, 2017, as compared to December 31, 2016 when we had a total exposure of $1.6 billion representing approximately 4.5% 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, these positions may also be exposed to liquidity risk, risks related to distressed investments and risks specific to startup or small companies. Such positions had a total exposure of $391.4 million representing approximately 1.1% of the total investment portfolio (including cash and cash equivalents, accrued investment income and net payable for investments purchased) at September 30, 2017, as compared to December 31, 2016, when we had a total exposure of $502.7 million, representing approximately 1.4% 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 5, "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 at September 30, 2017 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 at September 30, 2017, 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 a relevant and appropriate metric to consider when assessing the actual risk of the investment portfolio.

96



The estimated results below also do not include any risk contributions from our various operating affiliates (strategic and other or investment manager 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)
$
(1,282.0
)
 
$
(236.9
)
 
$
(1,146.2
)
 
$
(76.6
)
 
$
650.5

(I) Fixed Income Portfolio
(1,282.0
)
 

 
(1,146.2
)
 
(76.6
)
 
741.3

(a) Cash & Short Term Investments
(7.0
)
 

 
(3.0
)
 
(0.1
)
 
2.6

(b) Total Government Related
(465.8
)
 

 
(238.1
)
 
(5.2
)
 
254.0

(c) Total Corporate Credit
(438.9
)
 

 
(475.5
)
 
(43.7
)
 
262.9

(d) Total Structured Credit
(370.3
)
 

 
(429.7
)
 
(27.5
)
 
237.4

(II) Non-Fixed Income Portfolio

 
(236.9
)
 

 

 
268.9

(e) Equity Portfolio

 
(82.4
)
 

 

 
91.4

(f) Hedge Fund Portfolio

 
(62.8
)
 

 

 
80.3

(g) Private Investments

 
(91.6
)
 

 

 
103.7

____________
(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 fund 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, private investment funds 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, private investment funds 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 at September 30, 2017 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.

97



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 at 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, at 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.

98



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, 2016. There have been no material developments to such proceedings during the nine months ended September 30, 2017.
See Part I, Item 1, Note 12(b), "Litigation" to the Unaudited Consolidated Financial Statements included herein.
ITEM 1A.
 
RISK FACTORS
Refer to Part I, Item 1A., "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 for further information.
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, 2017 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, 2017 to July 31, 2017
698,961

 
$
44.85

 
698,961

 
$
618.7
 million
August 1, 2017 to August 31, 2017
1,694,748

 
44.26

 
1,694,748

 
543.7
 million
September 1, 2017 to September 30, 2017
355,518

 
41.05

 
355,518

 
529.1
 million
Total
2,749,227

 
$
44.00

 
2,749,227

 
$
529.1
 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. Any such purchases would be made in connection with satisfying tax withholding obligations of those employees. The Company did not purchase any shares for this purpose during the three months ended September 30, 2017.
(2)
For information regarding our share buyback activity see Part I, Item 1, Note 13, "Share Capital," to the Unaudited Consolidated Financial Statements included herein.

99



ITEM 5.
 
OTHER INFORMATION
Disclosure of Certain Activities Under Section 13(r) of the Securities Exchange Act of 1934
Section 13(r) of the Exchange Act 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 lifting of European sanctions on Iran in early 2016, some of these marine policyholders have informed us that they are shipping 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 provided 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. No payments were received during the nine months ended September 30, 2017 and the aggregate payments received by our non-U.S. subsidiary for this insurance from inception through September 30, 2017 are £126,180. There are no net profits attributable to this insurance. The policy expired and the subsidiary does not intend to continue providing property insurance coverage in the United Kingdom to Bank Saderat.
ITEM 6.
 
EXHIBITS
 
 
 
The following exhibits are filed as exhibits to this Quarterly Report:
 
 
 
12*
 
 
 
 
31*
 
 
 
 
32*
 
 
 
 
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.

100



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 3, 2017
 
 
 
XL Group Ltd
 
 
(Registrant)
 
 
/s/ MICHAEL S. MCGAVICK
 
 
 
 
 
 
 
 
Name: Michael S. McGavick
 
 
Title: Chief Executive Officer and Director
 
 
XL Group Ltd
 
 
 
Date:
November 3, 2017
 
 
 
/s/ STEPHEN ROBB
 
 
 
 
 
 
 
 
Name: Stephen Robb
 
 
Title: Executive Vice President and Chief Financial Officer
 
 
XL Group Ltd


101