RENAISSANCERE HOLDINGS LTD
For the period ended Dec 31, 2023. Filed Feb 21, 2024.
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FY2023 · Filed Feb 21, 2024
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Reports of Independent Registered Public Accounting Firms
To the Board of Directors and Shareholders
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of RenaissanceRe Holdings Ltd. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, including the related notes and financial statement schedules listed in the index appearing on page S-1 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded certain elements of the internal control over financial reporting of Validus Holdings, Ltd., Validus Holdings (UK) Ltd, Validus Specialty, LLC, and their respective subsidiaries (collectively “Validus”) from its assessment of the Company’s internal control over financial reporting as of December 31, 2023 because it was acquired by the Company in a purchase business combination during 2023. Subsequent to the acquisition, certain elements of Validus’ internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023. We have also excluded these elements of the internal control over financial reporting of Validus from our audit of the Company’s internal control over financial reporting. The excluded elements collectively represent controls over approximately 8% of consolidated total assets, 22% of consolidated total liabilities, and 6% of consolidated total revenues.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Valuation of Reserve for claims and claim expenses
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s reserve for claims and claim expenses represents management’s estimates, including actuarial and statistical projections at a given point in time, of the ultimate settlement and administration costs for unpaid claims and claim expenses arising from the insurance and reinsurance contracts the Company sells. The Company’s reserve for claims and claim expenses was $20,487 million at December 31, 2023. In determining management’s estimate of the reserve for claims and claim expenses, management’s analysis includes consideration of loss development patterns, historical ultimate loss ratios, and the presence of individual large losses. Management’s analysis incorporates available information derived from claims information from certain customers and brokers, industry assessments of losses, proprietary models, and the terms and conditions of the Company’s contracts. The estimate for the casualty and specialty segment is sensitive to the selection of actuarial methods, expected trends in claim severity and frequency, the time lag inherent in reporting information and industry or event trends. The estimate for the property segment is sensitive to the preliminary nature of the information available, the magnitude and relative infrequency of the events, the expected duration of the respective claims development period, inadequacies in the data provided to the relevant date by industry participants and the potential for further reporting lags or insufficiencies, and in certain instances, significant uncertainty as to the form of the claims and legal issues under the relevant terms of insurance and reinsurance contracts.
The principal considerations for our determination that performing procedures relating to the valuation of reserve for claims and claim expenses is a critical audit matter are (i) the significant judgement by management when developing their estimate; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to loss development patterns, historical ultimate loss ratios and the selection of significant actuarial methods; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s valuation of the reserve for claims and claim expenses, including controls over the development of significant actuarial methods and assumptions. These procedures also included, among others, the involvement of professionals with specialised skill and knowledge to assist in (i) developing an independent estimate for certain reserve segments of the reserve for claims and claim expenses, and comparing this independent estimate to management’s determined reserve; and (ii) for certain reserve segments, testing management’s process for estimating the reserve for claims and claim expenses by evaluating the appropriateness of management’s aforementioned significant actuarial methods and assumptions. Performing these procedures involved testing the completeness and accuracy of data provided by management on a sample basis.
Acquisition of Validus - valuation of value of business acquired, renewal rights, agent relationships - top four and the fair value adjustment to the reserve for claims and claim expenses
As described in Notes 2 and 3 to the consolidated financial statements, the Company completed the acquisition of Validus and the renewal rights, records and customer relationships of the assumed treaty reinsurance business of Talbot Underwriting Limited (the “Validus Acquisition”) for total consideration valued at $3.020 billion on November 1, 2023, which resulted in the recognition of intangible assets related to the value of business acquired (VOBA) of $617 million, renewal rights of $215 million and agent relationships - top four of $195 million, among other identifiable intangible assets as well as a fair value adjustment to the reserve for claims and claim expenses assumed of $269 million. Management determined the fair value of these amounts using valuation methods that considered estimated cost of capital, investment yield, loss ratios, related expenses, effective tax rates and capital charges. As disclosed by management, significant judgements, assumptions and estimates, which are inherently subjective, were required in determining the fair value of the amounts.
The principal considerations for our determination that performing procedures relating to the valuation of the VOBA, renewal rights, agent relationships - top four, and the fair value adjustment to the reserve for claims and claim expenses as a result of the Validus Acquisition is a critical audit matter are (i) the significant judgement by management when determining the fair value; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the estimated cost of capital as it pertains to agent relationships - top four, renewal rights and the fair value adjustment to the reserve for claims and claim expenses and loss ratios as it pertains to agent relationships - top four, renewal rights and VOBA; and (iii) the audit effort involved the use of professionals with specialised skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s valuation of the VOBA, renewal rights, agent relationships - top four and the fair value adjustment to the reserve for claims and claim expenses, including controls over the development of the estimated cost of capital and loss ratios significant assumptions. These procedures also included, among others, testing management’s process for determining the fair values of the VOBA, agent relationships - top four, renewal rights and the fair value adjustment to the reserve for claims and claim expenses. Testing management’s process included (i) testing the completeness and accuracy of data used by management; (ii) evaluating the appropriateness of the valuation methods used by management; and (iii) evaluating the reasonableness of the estimated cost of capital and loss ratios significant assumptions. Evaluating management’s significant assumptions related to a) the estimated cost of capital as it pertains to agent relationships - top four, renewal rights and the fair value adjustment to the reserve for claims and claim expenses and b) loss ratios as it pertains to agent relationships - top four, renewal rights and VOBA involved considering (i) the consistency of management’s significant assumptions with external market and industry data; (ii) the current and past performance of the acquired business with respect to the loss ratios significant assumption; and (iii) whether management’s significant assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialised skill and knowledge were used to assist in evaluating the appropriateness of the valuation methods and the reasonableness of the estimated cost of capital and loss ratios significant assumptions.
/s/PricewaterhouseCoopers Ltd.
February 21, 2024
We have served as the Company’s auditor since 2022.
To the Shareholders and the Board of Directors of RenaissanceRe Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of operations, comprehensive income (loss), changes in shareholders’ equity and cash flows of RenaissanceRe Holdings Ltd. and subsidiaries (the Company) for the year ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company, for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/Ernst & Young Ltd.
We served as the Company’s auditor from 1993 to 2022.
February 4, 2022
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