RENAISSANCERE HOLDINGS LTD

Holding Company Liquidity

RenaissanceRe’s principal uses of liquidity are: (1) common share related transactions including dividend payments to our common shareholders and common share repurchases, (2) preference share related transactions including dividend payments to our preference shareholders and preference share redemptions, (3) interest and principal payments on debt, (4) capital investments in our subsidiaries, (5) acquisition of, or investments in, new or existing companies or books of business of other companies, such as the Validus Acquisition, and (6) certain corporate and operational expenses.

We attempt to structure our organization in a way that facilitates efficient capital movements between RenaissanceRe and our operating subsidiaries and to ensure that adequate liquidity is available when required, giving consideration to applicable laws and regulations, and the domiciliary location of sources of liquidity and related obligations. For example, our internal investment structures and cash pooling arrangements among RenaissanceRe and certain of our subsidiaries help to efficiently facilitate capital and liquidity movements.

In the aggregate, our principal operating subsidiaries have historically produced sufficient cash flows to meet their expected claims payments and operational expenses and to provide dividend payments to us. In addition, our subsidiaries maintain a concentration of investments in high-quality liquid securities, which management believes will provide additional liquidity for extraordinary claims payments should the need arise. In 2024, we received significant distributions of capital from many of our principal operating subsidiaries, both in the ordinary course and in connection with the integration of Validus and streamlining of our corporate structure following the Validus Acquisition. For example, we received dividends from Validus Re and from RREAG, following the merger of Validus Switzerland and RREAG in June 2024.

However, in some circumstances, RenaissanceRe may determine it is necessary or advisable to contribute capital to our subsidiaries or may be contractually required to contribute capital to our subsidiaries, joint ventures or managed funds. For example, in 2023, RenaissanceRe contributed capital to RenaissanceRe Specialty U.S. to support growth in premiums. In addition, from time to time we invest in new managed joint ventures or managed funds, increase our investments in certain of our managed joint ventures or managed funds and contribute cash to investment subsidiaries, such as the launch of Fontana in 2022. Examples of our contractual requirements to make capital contributions to our subsidiaries or joint ventures or managed funds include our net worth maintenance agreements with certain operating subsidiaries and Renaissance Reinsurance’s obligation to make a mandatory capital contribution of up to $50.0 million in the event that a loss reduces Top Layer’s capital below a specified level.

Sources of Liquidity

Historically, cash receipts from operations, consisting primarily of premiums, investment income and fee income, have provided sufficient funds to pay the losses and operational expenses incurred by our subsidiaries and to fund dividends and distributions to RenaissanceRe. Other potential sources of liquidity include borrowings under our credit facilities and issuances of securities.

The premiums received by our operating subsidiaries are generally received months or even years before losses are paid under the policies related to such premiums. Premiums and acquisition expenses generally are received within the first two years of inception of a contract, while operational expenses are generally paid within a year of being incurred. It generally takes much longer for net claims and claims expenses incurred to be reported and ultimately settled, requiring the establishment of reserves for claims and claim expenses and losses recoverable. Therefore, the amount of net claims paid in any one year is not necessarily related to the amount of net claims and claims expenses incurred in that year, as reported in the consolidated statement of operations.

We expect that our liquidity needs for the next 12 months will be met by our cash receipts from operations. However, as a result of a combination of market conditions, turnover of our investment portfolios and changes in investment yields, and the nature of our business where a large portion of the coverages we provide can produce losses of high severity and low frequency, future cash flows from operating activities cannot be accurately predicted and may fluctuate significantly between individual quarters and years. In addition, due to the magnitude and complexity of certain large loss events, meaningful uncertainty remains regarding losses from these events and our actual ultimate net losses from these events may vary materially from preliminary estimates, which would impact our cash flows from operations.

Our “shelf” registration statement on Form S-3 under the Securities Act allows for the public offering of various types of securities, including common shares, preference shares and debt securities, which provides a source of liquidity. Because we are a “well-known seasoned issuer” as defined by the rules promulgated under the Securities Act, we are also eligible to file additional automatically effective registration statements on Form S-3 in the future for the potential offering and sale of additional debt and equity securities.

From time to time, we raise capital through public offerings pursuant to our registration statements. For example, in 2023, we completed an offering of common shares and an issuance of senior notes, for total net proceeds of approximately $2.1 billion to fund a portion of the cash consideration for the Validus Acquisition, to pay related costs and expenses, and for general corporate purposes.

Credit Facilities, Trusts and Other Collateral Arrangements

We also maintain various other arrangements that allow us to access liquidity and satisfy collateral requirements, including revolving credit facilities, letter of credit facilities, and regulatory trusts, as well as other types of trust and collateral arrangements. Regulatory and other requirements to post collateral to support our reinsurance obligations could impact our liquidity. For example, many jurisdictions in the U.S. do not permit insurance companies to take credit for reinsurance obtained from unlicensed or non-admitted insurers on their statutory financial statements unless security is posted, so our contracts generally require us to post a letter of credit or provide other security (such as through a multi-beneficiary reinsurance trust). However, certain of our subsidiaries qualify as certified reinsurers or reciprocal reinsurers in one or more U.S. states, which has, and may continue to, reduce the amount of collateral that we are required to post. In addition, if we were to fail to comply with certain covenants in our debt agreements, we may have to pledge additional collateral.

Letter of Credit and Revolving Credit Facilities

We and certain of our subsidiaries, joint ventures, and managed funds maintain secured and unsecured revolving credit facilities and letter of credit facilities that provide liquidity and allow us to satisfy certain collateral requirements. The outstanding amounts drawn under each of our significant credit facilities are set forth below:

(1)At June 30, 2024, no amounts were issued or drawn under this facility.

(2)RenaissanceRe owns a noncontrolling economic interest in Medici. Because RenaissanceRe controls all of Medici’s outstanding voting rights, the financial statements of Medici are included in RenaissanceRe’s consolidated financial statements. However, RenaissanceRe does not guarantee or provide credit support for Medici, and RenaissanceRe’s financial exposure to Medici is limited to its investment in Medici’s shares and counterparty credit risk arising from reinsurance transactions. The drawn amount of the Medici revolving credit facility is included on the Company’s consolidated balance sheets under debt.

Refer to “Note 7. Debt and Credit Facilities” in our “Notes to the Consolidated Financial Statements” for additional information related to our significant debt and credit facilities.

Funds at Lloyd’s

As a member of Lloyd’s, the underwriting capacity, or stamp capacity, of Syndicate 1458 is required to be supported by providing a deposit, the FAL, in the form of cash, securities or letters of credit. At June 30, 2024, the FAL required to support the underwriting activities at Lloyd’s through Syndicate 1458 was £705.7 million (December 31, 2023 - £730.9 million). Actual FAL posted for Syndicate 1458 at June 30, 2024 by RenaissanceRe Corporate Capital (UK) Limited was $938.5 million (December 31, 2023 - $935.8 million), supported by a $225.0 million letter of credit and a $713.5 million deposit of cash and fixed maturity securities (December 31, 2023 - $225.0 million and $710.8 million, respectively). Refer to “Note 7. Debt and Credit Facilities” in our “Notes to the Consolidated Financial Statements” for additional information related to this letter of credit facility.

Multi-Beneficiary Reinsurance Trusts, Multi-Beneficiary Reduced Collateral Reinsurance Trusts

Renaissance Reinsurance, DaVinci Reinsurance, RREAG, and Validus Re, use multi-beneficiary reinsurance trusts and/or multi-beneficiary reduced collateral reinsurance trusts to collateralize reinsurance liabilities. As of June 30, 2024, all of these trusts were funded in accordance with the relevant regulatory thresholds. However, assets held in these trusts have in the past, and may in the future, exceed the amount required under U.S. state regulations.

Refer to “Note 18. Statutory Requirements” in our “Notes to the Consolidated Financial Statements” in our Form 10-K for the year ended December 31, 2023 for additional information on our multi-beneficiary reinsurance trusts and multi-beneficiary reduced collateral reinsurance trusts.

The following table summarizes the assets held under trust and minimum amount required pursuant to U.S. state regulations in the multi-beneficiary reinsurance trusts.

The following table summarizes the assets held under trust and minimum amount required pursuant to U.S. state regulations in the reduced collateral reinsurance trusts.

Contractual Obligations

In assessing our liquidity requirements and cash needs, we also consider contractual obligations to which we are a party. These contractual obligations are summarized in our Form 10-K for the year ended December 31, 2023. As of June 30, 2024, there were no material changes in our contractual obligations as disclosed in the table of contractual obligations and related footnotes included in our Form 10-K for the year ended December 31, 2023.

Cash Flows

During the six months ended June 30, 2024, our cash and cash equivalents decreased by $250.4 million, to $1.6 billion at June 30, 2024, compared to $1.9 billion at December 31, 2023.

Cash flows provided by operating activities.

Cash flows provided by operating activities during the six months ended June 30, 2024 were $1.9 billion, compared to $626.7 million during the six months ended June 30, 2023. Cash flows provided by operating activities during the six months ended June 30, 2024 were primarily the result of certain adjustments to reconcile our net income of $1.3 billion to net cash provided by operating activities, including:

•an increase in unearned premiums of $1.6 billion due to the increase in gross premiums written across both our Property and Casualty and Specialty segments;

•a decrease in reinsurance recoverable of $489.6 million due to prior year favorable development across the 2017 through 2020 accident years, in addition to paid recoveries;

•net realized and unrealized losses on investments of $293.8 million, primarily driven by generally higher increases in medium- and long-term interest rates during 2024, as well as losses on catastrophe bonds due to changes in risk spreads in the wider catastrophe bond market;

•an increase in reserve for claims and claim expenses of $254.1 million, primarily resulting from an increase in reserves in our Casualty and Specialty segment, largely driven by an increase in earned premiums due to the renewal of business acquired in the Validus Acquisition and organic growth, resulting in additional attritional reserves, partially offset by a decrease in reserves in our Property segment primarily due to paid losses and prior year favorable development; and

•an increase in reinsurance balances payable of $201.3 million, principally driven by the timing of payments related to underwriting activity; partially offset by

•an increase in premiums receivable of $1.5 billion due to the timing of receipts and an increase in our gross premiums written; and

•an increase in prepaid reinsurance premiums of $509.2 million due to the increase in ceded premiums written across both our Property and Casualty and Specialty segments.

Cash flows used in investing activities.

During the six months ended June 30, 2024, our cash flows used in investing activities were $1.3 billion, principally reflecting net purchases of fixed maturity investments trading of $1.2 billion and other investments of $269.2 million, partially offset by cash flows from net sales of short term investments of $288.2 million. The net purchases of fixed maturity investments trading and other investments was primarily funded by cash flows provided by operating activities, as described above.

Cash flows used in financing activities.

Our cash flows used in financing activities in the six months ended June 30, 2024 were $853.7 million, and were principally the result of:

•net outflows of $665.2 million primarily related to net third-party redeemable noncontrolling interest share transactions in DaVinci, Medici and Vermeer;

•common share repurchases of $108.5 million; and

•repayment of debt of $75.0 million related to the Medici Revolving Credit Facility.

During the six months ended June 30, 2023, our cash and cash equivalents decreased by $250.4 million, to $0.9 billion at June 30, 2023, compared to $1.2 billion at December 31, 2022.

Cash flows provided by operating activities.

Cash flows provided by operating activities during the six months ended June 30, 2023 were $626.7 million, compared to $269.2 million during the six months ended June 30, 2022. Cash flows provided by operating activities during the six months ended June 30, 2023 were primarily the result of certain adjustments to reconcile our net income of $1.2 billion to net cash provided by operating activities, including:

•an increase in unearned premiums of $1.2 billion due to gross premiums written across both our Property and Casualty and Specialty segments;

•an increase in reserve for claims and claim expenses of $245.6 million primarily resulting from an increase in reserves within our Casualty and Specialty segment largely driven by additional attritional reserves as a result of the application of our reserving loss ratios to the earned premium in the six months ended June 30, 2023, partially offset by a decrease in reserves in our Property segment due to prior year favorable development and paid losses during the six months ended June 30, 2023; partially offset by

•an increase in premiums receivable of $1.4 billion due to the timing of receipts and an increase in our gross premiums written;

•an increase of $165.8 million in our prepaid reinsurance premiums due to the timing of renewals of our ceded program;

•a decrease in reinsurance balances payable of $147.9 million, principally driven by the timing of payments related to underwriting activity and the redemption of capital from Upsilon RFO;

•an increase in deferred acquisition costs of $129.3 million, following the increase in unearned premiums; and

•net realized and unrealized gains on investments of $109.6 million primarily driven by unrealized mark-to-market gains resulting from the decrease in interest rates.

Cash flows used in investing activities.

During the six months ended June 30, 2023, our cash flows used in investing activities were $3.2 billion, principally reflecting net purchases of fixed maturity investments trading of $1.6 billion, short term investments of $1.7 billion, and other investments of $490.4 million, partially offset by cash flows from net sales of equity investments trading of $546.4 million. The net purchases of fixed maturity investments trading was primarily funded by cash flows provided by operating activities, as described above, whereas the net purchase of other investments during the six months ended June 30, 2023, was primarily driven by an increased allocation to catastrophe bonds and fund investments.

Cash flows provided by financing activities.

Our cash flows provided by financing activities in the six months ended June 30, 2023 were $2.3 billion, and were principally the result of:

•the issuance in May 2023 of 7,245,000 of our common shares in an underwritten public offering at a public offering price of $192.00 per share. The total net proceeds from the offering were $1,352.6 million;

•the issuance in June 2023 of $750.0 million of 5.750% Senior Notes due June 5, 2033, with net proceeds from the offering of $741.6 million;

•net inflows of $310.1 million primarily related to net third-party redeemable noncontrolling interest share transactions in Medici and DaVinci; partially offset by

•dividends paid on our common and preference shares of $36.0 million and $17.7 million, respectively; and

•repayment of debt of $30.0 million related to the Medici Revolving Credit Facility.