VR Validus Holdings, Ltd. (delisted)

2015 Net Operating Return on Average Equity of 11.3%

Book Value Per Diluted Common Share of $42.33 at December 31, 2015

Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR) today reported net income available to Validus of $69.0 million, or $0.81 per diluted common share, for the three months ended December 31, 2015, compared to $125.9 million, or $1.38 per diluted common share, for the three months ended December 31, 2014. Net income available to Validus was $374.9 million, or $4.34 per diluted common share, for the year ended December 31, 2015, compared to $480.0 million, or $5.07 per diluted common share, for the year ended December 31, 2014.

Net operating income available to Validus was $105.4 million, or $1.24 per diluted common share, for the three months ended December 31, 2015, compared to $121.9 million, or $1.34 per diluted common share, for the three months ended December 31, 2014. Net operating income available to Validus was $409.7 million, or $4.74 per diluted common share, for the year ended December 31, 2015, compared to $480.8 million, or $5.08 per diluted common share, for the year ended December 31, 2014.

Book value per diluted common share at December 31, 2015 was $42.33, reflecting quarterly growth of 1.8% inclusive of dividends.

Commenting on the financial results for the full year ended December 31, 2015, Validus' Chairman and CEO Ed Noonan stated:

“For the full year 2015, Validus earned $409.7 million in net operating income and generated an 11.3% net operating return on average equity. These strong results, despite competitive pressures, reflect the diversification of Validus’ business as we have shifted our mix to 46% insurance and 54% reinsurance during 2015.”

Income available to Validus by segment for the three months ended December 31, 2015 and December 31, 2014 were as follows:

  Income available to Validus for the three months ended December 31, 2015   December 31, 2014 (Expressed in millions of U.S. dollars, except per share information) Validus Re - Underwriting income $ 71.3   $ 113.1 Talbot - Underwriting income 36.1 7.9 Western World - Underwriting income 3.8 7.8 Validus' share of PaCRe, Ltd. (1.7 ) (7.1 ) Validus' share of other AlphaCat income

8.8

9.3

Validus' share of AlphaCat net income 7.1   2.2   Total segmental income (a) 118.3 131.0 Net investment income (b) 29.9 28.4 Corporate operating expenses (42.4 ) (37.4 ) Eliminations and other (0.4 ) (0.1 ) Net operating income available to Validus (c) $ 105.4   $ 121.9   Net operating earnings per diluted common share available to Validus $ 1.24   $ 1.34   Net income available to Validus (c) $ 69.0   $ 125.9   Net earnings per diluted common share available to Validus $ 0.81   $ 1.38   (a) Underwriting income and Validus' share of AlphaCat net income are non-GAAP measures. (b) Net investment income is related to our managed investment portfolio. Total net investment income, inclusive of AlphaCat's non-managed portfolio is $31.6 million and $30.2 million for the three months ended December 31, 2015 and 2014, respectively.

(c) A reconciliation of net operating income available to Validus to underwriting income (loss) and net income (loss) available (attributable) to Validus, the most directly comparable GAAP measures, are presented at the end of this release.

 

January 2016 Reinsurance Renewals - Validus Re and AlphaCat segments

During the January 2016 renewal season, the Validus Re and AlphaCat segments underwrote $610.5 million in gross premiums written, an increase of 12.9% from the prior year renewal period. This renewal data does not include: (i) Talbot and Western World's operations as the business of each of these segments is distributed relatively evenly throughout the year and (ii) U.S. agriculture premiums from Validus Re.

Below is a table outlining the Validus Re and AlphaCat combined January 2016 renewals split by Catastrophe XOL, Per Risk and Proportional.

 

January 2016 Gross Premiums Written

      Validus Re segment and AlphaCat segment premium (a) Catastrophe XOL   Per Risk   Proportional   Total (Expressed in millions of U.S. dollars) 2016 $ 366.2   $ 56.4   $ 187.9   $ 610.5 2015 $ 317.2     $ 58.4     $ 165.3     $ 540.9   Increase (Decrease) 15.4 % (3.4 )% 13.7 % 12.9 %   (a) The renewal data above does not include intercompany eliminations between Validus Re and Talbot.

Below is a table outlining the Validus Re and AlphaCat segments' January 2016 reinsurance renewals split by line of business.

Validus Re segment premium (a)       U.S.   International         Property   Property   Marine   Specialty   Casualty   Total (Expressed in millions of U.S. dollars) 2016 $ 93.8 $ 92.3 $ 95.3 $ 138.0 $ 22.6 $ 442.0 2015 $ 90.0     $ 113.1     $ 126.0     $ 110.9     $ —     $ 440.0   Increase (Decrease) 4.2 % (18.4 )% (24.4 )% 24.4 % — % 0.5 %   AlphaCat segment premium U.S. International Property   Property   Marine   Specialty   Casualty   Total (Expressed in millions of U.S. dollars) 2016 $ 127.2 $ 41.3 $ — $ — $ — $ 168.5 2015 $ 53.0   $ 47.9   $ —   $ —   $ —   $ 100.9   Increase (Decrease) 140.0 % (13.8 )% — %

 

— % — % 67.0 %   Validus Re segment and AlphaCat segment premium (a) U.S. International Property   Property   Marine   Specialty   Casualty   Total (Expressed in millions of U.S. dollars) 2016 $ 221.0 $ 133.6 $ 95.3 $ 138.0 $ 22.6 $ 610.5 2015 $ 143.0     $ 161.0     $ 126.0     $ 110.9     $ —     $ 540.9   Increase (Decrease) 54.5 % (17.0 )% (24.4 )% 24.4 % — % 12.9 % (a) The renewal data above does not include intercompany eliminations between Validus Re and Talbot.

This earnings release should be read in conjunction with the Company's December 31, 2015 investor financial supplement that has been posted to the Investor section of the Company's website.

Fourth Quarter 2015 Results

Highlights for the fourth quarter are as follows:

• Gross premiums written for the three months ended December 31, 2015 were $309.6 million compared to $336.6 million for the three months ended December 31, 2014, a decrease of $27.0 million, or 8.0%. The decrease was primarily due to decreases at Validus Re and Talbot, and was partially offset by increases at Western World and AlphaCat.
• Combined ratio for the three months ended December 31, 2015 was 78.3% which included $58.1 million of favorable loss reserve development on prior accident years, benefiting the loss ratio by 10.7 percentage points compared to a combined ratio for the three months ended December 31, 2014 of 75.6% which included $87.4 million of favorable loss reserve development on prior accident years, benefiting the loss ratio by 15.7 percentage points. The favorable development of $58.1 million for the three months ended December 31, 2015 is primarily from non-event reserves in the amount of $47.8 million. Favorable development on prior accident years from event specific reserves was $10.3 million.
• Net operating income available to Validus for the three months ended December 31, 2015 was $105.4 million compared to $121.9 million for the three months ended December 31, 2014, a decrease of $16.5 million, or 13.5%.
• Net income available to Validus for the three months ended December 31, 2015 was $69.0 million compared to $125.9 million for the three months ended December 31, 2014, a decrease of $56.9 million, or 45.2%.
• Annualized return on average equity of 7.6% and annualized net operating return on average equity of 11.6% for the three months ended December 31, 2015 compared to 13.8% and 13.4%, respectively, for the three months ended December 31, 2014.

Notable and Non-Notable Loss Events

During the three months ended December 31, 2015, the Company did not incur any notable loss events, defined as consolidated losses that aggregate to a threshold greater than or equal to $30.0 million. During the three months ended December 31, 2014 there was adverse development on a previous quarter non-notable loss event, Tripoli airport, of $6.8 million. The fourth quarter adverse development caused this event to exceed the $30.0 million threshold and become a notable loss event as a result.

During the three months ended December 31, 2015, the Company did not incur any non-notable loss events, defined as consolidated losses that aggregate to a threshold greater than or equal to $15.0 million, but less than $30.0 million. The Company's loss ratio, excluding prior year development, notable loss events, and non-notable loss events for the three months ended December 31, 2015 and 2014 was 50.2% and 53.0%, respectively.

Validus Re Segment

Highlights for the fourth quarter include the following:

• Gross premiums written for the three months ended December 31, 2015 were $14.3 million compared to $32.7 million for the three months ended December 31, 2014, a decrease of $18.4 million, or 56.2%. Gross premiums written for the three months ended December 31, 2015 included $15.6 million of property premiums, $(0.7) million of marine premiums and ($0.5) million of specialty premiums, compared to $14.0 million of property premiums, $15.3 million of marine premiums and $3.5 million of specialty premiums for the three months ended December 31, 2014. The decrease in the marine lines of $15.9 million was primarily driven by the absence of a one-time gain on the commutation of a Flagstone contract with a Lloyd's counterparty which occurred in the three months ended December 31, 2014.
• The loss ratio for the three months ended December 31, 2015 was 43.3% compared to 25.8% for the three months ended December 31, 2014, an increase of 17.5 percentage points. The loss ratio for the three months ended December 31, 2015 included favorable loss reserve development on prior accident years of $22.6 million, benefiting the loss ratio by 9.7 percentage points. The favorable development on prior accident years from non-event reserves was $18.0 million. Favorable development on prior accident years from event specific reserves was $4.6 million. The loss ratio for the three months ended December 31, 2014 included favorable loss reserve development on prior accident years of $30.8 million, benefiting the loss ratio by 13.3 percentage points.
• The combined ratio for the three months ended December 31, 2015 was 69.3% compared to 51.3% for the three months ended December 31, 2014, an increase of 18.0 percentage points.
• Underwriting income for the three months ended December 31, 2015 was $71.3 million compared to $113.1 million for the three months ended December 31, 2014, a decrease of $41.7 million, or 36.9%.

Talbot Segment

Highlights for the fourth quarter include the following:

• Gross premiums written for the three months ended December 31, 2015 were $229.7 million compared to $247.4 million for the three months ended December 31, 2014, a decrease of $17.8 million, or 7.2%. Gross premiums written for the three months ended December 31, 2015 included $73.9 million of property premiums, $60.6 million of marine premiums and $95.1 million of specialty premiums compared to $76.1 million of property premiums, $72.9 million of marine premiums and $98.4 million of specialty premiums for the three months ended December 31, 2014. The decrease in the marine premiums of $12.2 million was driven by decreases in a number of classes, but primarily the cargo class of business, due to ongoing market conditions and economic factors that have reduced new business and renewals, together with the non-recurrence of favorable adjustments in the prior year.
• The loss ratio for the three months ended December 31, 2015 was 38.7% compared to 53.6% for the three months ended December 31, 2014, a decrease of 14.9 percentage points. The loss ratio for the three months ended December 31, 2015 included favorable loss reserve development on prior accident years of $23.1 million, benefiting the loss ratio by 11.3 percentage points. The favorable development on prior accident years is primarily from non-event reserves in the amount of $19.3 million. Favorable development on prior accident years from event specific reserves was $3.8 million. The loss ratio for the three months ended December 31, 2014 included favorable loss reserve development on prior accident years of $42.0 million, benefiting the loss ratio by 19.0 percentage points.
• The combined ratio for the three months ended December 31, 2015 was 82.5% compared to 96.8% for the three months ended December 31, 2014, a decrease of 14.3 percentage points.
• Underwriting income for the three months ended December 31, 2015 was $36.1 million compared to $7.9 million for the three months ended December 31, 2014, an increase of $28.2 million.

Western World Segment

Highlights for the fourth quarter include the following:

• Gross premiums written for the three months ended December 31, 2015 were $71.1 million compared to $65.2 million for the three months ended December 31, 2014, an increase of $5.9 million, or 9.0%. Gross premiums written for the three months ended December 31, 2015 included $13.9 million of property premiums and $57.2 million of liability premiums, compared to $10.0 million of property premiums and $55.3 million of liability premiums for the three months ended December 31, 2014.
• The loss ratio for the three months ended December 31, 2015 was 54.7% compared to 69.9% for the three months ended December 31, 2014, a decrease of 15.2 percentage points. The loss ratio for the three months ended December 31, 2015 included favorable loss reserve development on prior accident years on non-event reserves in the amount of $7.3 million, benefiting the loss ratio by 11.9 percentage points. Of this, $2.3 million or 3.8 percentage points arose from the amortization of the risk premium adjustment accounted for at the time of the acquisition of Western World. The loss ratio for the three months ended December 31, 2014 included favorable loss reserve development on prior accident years of $11.2 million, benefiting the loss ratio by 15.4 percentage points. Of this, $4.6 million or 6.3 percentage points arose from the amortization of the risk premium adjustment accounted for at the time of the acquisition of Western World.
• The combined ratio for the three months ended December 31, 2015 was 94.3% compared to 89.7% for the three months ended December 31, 2014, an increase of 4.6 percentage points.
• Underwriting income for the three months ended December 31, 2015 was $3.8 million compared to $7.8 million for the three months ended December 31, 2014, a decrease of $4.0 million, or 51.8%.

AlphaCat Segment

Highlights for the fourth quarter include the following:

• AlphaCat's assets under management were $2,386.2 million as at January 1, 2016, compared to $2,238.6 million as at October 1, 2015. Third party assets under management were $2,059.5 million as at January 1, 2016, compared to $1,877.4 million as at October 1, 2015. During the three months ended December 31, 2015, a total of $662.7 million of capital was raised, of which $629.2 million was raised from third parties, while $470.3 million was returned to PaCRe investors, including $423.3 million to third parties, as this entity was off risk as of January 1, 2016.
• Management fees earned for the three months ended December 31, 2015 were $6.3 million, of which $1.3 million were earned from related parties, compared to $5.9 million for the three months ended December 31, 2014, of which $1.4 million were earned from related parties. The increase of $0.4 million in management fees between periods was driven by an increase in assets under management.
• Total expenses for the three months ended December 31, 2015 were $3.4 million, compared to $4.0 million for the three months ended December 31, 2014, a decrease of $0.6 million. Included within the expenses for the three months ended December 31, 2015 was $0.1 million of non-recurring finance expenses related to the raising of third party capital.
• Income before investment income from AlphaCat Funds and Sidecars for the three months ended December 31, 2015 was $2.9 million, compared to $1.9 million for the three months ended December 31, 2014, an increase of $1.0 million.
• Investment income from AlphaCat Funds and Sidecars for the three months ended December 31, 2015 was $5.9 million, compared to $7.4 million for the three months ended December 31, 2014, a decrease of $1.4 million.
• Validus' share of PaCRe's net loss for the three months ended December 31, 2015 was $1.7 million, compared to $7.1 million for the three months ended December 31, 2014, a decrease of $5.4 million.
• Validus' share of AlphaCat's net income for the three months ended December 31, 2015 was $7.1 million, compared to $2.2 million for the three months ended December 31, 2014, an increase of $4.9 million. Excluding Validus' share of PaCRe's net loss, Validus' share of AlphaCat income for the three months ended December 31, 2015 was $8.8 million, compared to $9.3 million for the three months ended December 31, 2014, a decrease of $0.4 million.

Investments

Highlights on our managed portfolio for the fourth quarter include the following:

• Net investment income for the three months ended December 31, 2015 was $29.9 million compared to $28.4 million for the three months ended December 31, 2014, an increase of $1.4 million, or 5.1%.
• Net realized losses on investments for the three months ended December 31, 2015 were $3.4 million compared to gains of $6.2 million for the three months ended December 31, 2014, a decrease of $9.6 million.
• The change in net unrealized losses on investments for the three months ended December 31, 2015 was $34.5 million compared to $1.5 million for the three months ended December 31, 2014, a decrease of $33.0 million.

Corporate Operating Expenses

Highlights for the fourth quarter include the following:

• General and administrative expenses for the three months ended December 31, 2015, were $24.2 million compared to $19.7 million for the three months ended December 31, 2014, an increase of $4.5 million or 23.0%.
• Share compensation expenses for the three months ended December 31, 2015 were $3.5 million compared to $3.0 million for the three months ended December 31, 2014, an increase of $0.5 million or 17.1%.

Full Year 2015 Results

Highlights for the full year include the following(a):

• Gross premiums written for the year ended December 31, 2015 were $2,557.5 million compared to $2,358.9 million for the year ended December 31, 2014, an increase of $198.6 million, or 8.4%.
• Combined ratio for the year ended December 31, 2015 was 79.7% which included $306.1 million of favorable loss reserve development on prior accident years, benefiting the loss ratio by 13.6 percentage points compared to a combined ratio for the year ended December 31, 2014 of 73.6% which included $259.2 million of favorable loss reserve development on prior accident years, benefiting the loss ratio by 13.0 percentage points.
• Net operating income available to Validus for the year ended December 31, 2015 was $409.7 million compared to $480.8 million for the year ended December 31, 2014, a decrease of $71.0 million, or 14.8%.
• Net income available to Validus for the year ended December 31, 2015 was $374.9 million compared to $480.0 million for the year ended December 31, 2014, a decrease of $105.1 million, or 21.9%.
• Return on average equity of 10.3% and net operating return on average equity of 11.3% for the year ended December 31, 2015 compared to 13.0% and 13.1%, respectively, for the year ended December 31, 2014.

(a)

Year ended 2014 comparative results include the results of Western World that were consolidated from the October 2, 2014 date of acquisition.

Shareholders' Equity and Capitalization

As at December 31, 2015, total shareholders' equity was $3.8 billion including $154.7 million of noncontrolling interest. Shareholders' equity available to Validus was $3.6 billion as at December 31, 2015. Book value per diluted common share was $42.33 at December 31, 2015, compared to $41.89 at September 30, 2015. Book value per diluted common share is a non-GAAP financial measure. A reconciliation of this measure to book value per common share is presented at the end of this release.

Total capitalization available to Validus at December 31, 2015 was $4.4 billion, including $537.7 million of junior subordinated deferrable debentures and $245.2 million of senior notes. Total capitalization at December 31, 2015 was $5.7 billion, including $1.1 billion of redeemable noncontrolling interest and $154.7 million of noncontrolling interest.

Share Repurchases

For the three months ended December 31, 2015, the number of shares repurchased by the Company was 1.2 million. The share repurchases made during the three months ended December 31, 2015 resulted in a dilutive impact on book value per diluted common share of $0.05 for the quarter. A summary of the share repurchases made to date under the Company’s previously announced share repurchase program is as follows:

  Share Repurchase Activity(Expressed in thousands of U.S. dollars except for share and per share information)

As at September 30, 2015

        Quarter ended Effect of share repurchases: (cumulative) October November December December 31, 2015 Aggregate purchase price (a) $ 2,435,218 $ — $ 42,547 $ 13,966 $ 56,513 Shares repurchased 74,797,775 — 937,985 295,520 1,233,505 Average price (a) $ 32.56   $ —   $ 45.36   $ 47.26   $ 45.81     Share Repurchase Activity

(Expressed in thousands of U.S. dollars except for share and per share information)

Effect of share repurchases: As at December 31, 2015   As at January 27, 2016   Cumulative to Date Effect Aggregate purchase price (a) $ 2,491,731 $ 16,167 $ 2,507,898 Shares repurchased 76,031,280 369,146 76,400,426 Average price (a) $ 32.77   $ 43.80   $ 32.83 (a) Share transactions are on a trade date basis through January 27, 2016 and are inclusive of commissions. Average share price is rounded to two decimal places.

Conference Call

The Company will host a conference call for analysts and investors on January 29, 2016 at 10:00 AM (Eastern) to discuss the fourth quarter and full year 2015 financial results and related matters. The conference call may be accessed by dialing 1-866-440-4674 (toll-free U.S.) or 1-704-908-0454 (international) and entering the passcode 9067 9492. Those who intend to participate in the conference call should register at least ten minutes in advance to ensure access to the call. A telephone replay of the conference call will be available through February 12, 2016, by dialing 1-855-859-2056 (toll-free U.S.) or 1-404-537-3406 (international) and entering the passcode 9067 9492.

This conference call will also be available through a live audio webcast accessible through the Investor Relations section of the Company's website located at www.validusholdings.com. A replay of the webcast will be available at the Investor Relations section of the Company's website through February 12, 2016. In addition, a financial supplement relating to the Company's financial results for the three months and year ended December 31, 2015 is available in the Investor Relations section of the Company's website.

About Validus Holdings, Ltd.

Validus Holdings, Ltd. ("Validus") is a holding company for reinsurance and insurance operating companies and investment advisors including Validus Reinsurance, Ltd. (“Validus Re”), Talbot Holdings Ltd. (“Talbot”), Western World Insurance Group, Inc. (“Western World”) and AlphaCat Managers, Ltd. (“AlphaCat”).

Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd's insurance market through Syndicate 1183. Western World is a U.S. specialty lines insurance company focused on excess and surplus lines. AlphaCat is a Bermuda based investment adviser managing capital for third parties and Validus in insurance linked securities and other property catastrophe reinsurance investments.

    Validus Holdings, Ltd.

Consolidated Balance Sheets - Unaudited

As at December 31, 2015 and December 31, 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

  December 31, 2015 December 31, 2014 (a)   Assets

Fixed maturities, at fair value (amortized cost: 2015—$5,556,900; 2014—$5,546,994)

$ 5,510,331 $ 5,545,231 Short-term investments, at fair value (amortized cost: 2015—$1,941,615; 2014—$1,501,360) 1,941,635 1,501,212 Other investments, at fair value (cost: 2015—$315,963; 2014—$320,476) 336,856 334,685 Cash and cash equivalents 723,109 550,401 Restricted cash 73,270   173,003   Total investments and cash 8,585,201 8,104,532 Investments in affiliates 88,065 114,450 Premiums receivable 658,682 706,467 Deferred acquisition costs 181,002 161,022 Prepaid reinsurance premiums 77,992 82,947 Securities lending collateral 4,863 470 Loss reserves recoverable 350,586 377,466 Paid losses recoverable 23,071 38,078 Income taxes recoverable 16,228 — Deferred tax asset 21,661 23,821 Receivable for investments sold 39,766 18,318 Intangible assets 121,258 126,924 Goodwill 196,758 195,897 Accrued investment income 23,897 24,865 Other assets   126,782     137,307   Total assets $ 10,515,812   $ 10,112,564     Liabilities Reserve for losses and loss expenses $ 2,996,567 $ 3,243,147 Unearned premiums 966,210 989,229 Reinsurance balances payable 75,380 129,071 Securities lending payable 5,329 936 Deferred tax liability 3,847 5,541 Payable for investments purchased 77,475 68,574 Accounts payable and accrued expenses 627,331 395,178 Notes payable to AlphaCat investors 75,493 — Senior notes payable 245,161 244,960 Debentures payable   537,668     539,277   Total liabilities   5,610,461     5,615,913     Commitments and contingent liabilities Redeemable noncontrolling interest 1,111,714 617,791   Shareholders' equity

Common shares, 571,428,571 authorized, par value $0.175 (Issued: 2015—160,570,772; 2014—155,554,224; Outstanding: 2015—82,900,617; 2014—83,869,845)

28,100 27,222 Treasury shares (2015—77,670,155; 2014—71,684,379) (13,592 ) (12,545 ) Additional paid-in-capital 1,002,980 1,207,493 Accumulated other comprehensive (loss) (12,569 ) (8,556 ) Retained earnings   2,634,056     2,372,972   Total shareholders' equity available to Validus   3,638,975     3,586,586     Noncontrolling interest 154,662 292,274         Total shareholders' equity   3,793,637     3,878,860     Total liabilities, noncontrolling interests and shareholders' equity $ 10,515,812   $ 10,112,564    

Notes:

(a) During the fourth quarter of 2015, the Company early adopted Accounting Standards Update 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” issued by the United States Financial Accounting Standards Board (“FASB”). The impact on the Company's cumulative retained earnings was a gain of $405.   Validus Holdings, Ltd.

Non-GAAP Financial Measures Reconciliation

Book Value per Common Share, Book Value per Diluted Common Share and Book Value per Diluted Common Share plus Accumulated Dividends

As at December 31, 2015 and December 31, 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

  As at December 31, 2015

Equity Amount

  Shares  

Exercise Price (a)

 

Book Value Per Share

Book value per common share   Total shareholders' equity available to Validus $ 3,638,975 82,900,617 $ 43.90   Tangible book value per common share 40.06   Book value per diluted common share Total shareholders' equity available to Validus 3,638,975 82,900,617 Assumed exercise of outstanding warrants (b) — — $ — Assumed exercise of outstanding stock options (b) 1,319 65,401 $ 20.17 Unvested restricted shares   —     3,026,376   Book value per diluted common share $ 3,640,294     85,992,394   $ 42.33 Adjustment for accumulated dividends 10.16 Book value per diluted common share plus accumulated dividends $ 52.49   Tangible book value per diluted common share 38.63   As at December 31, 2014

Equity Amount

Shares

Exercise Price (a)

Book Value Per Share

Book value per common share Total shareholders' equity available to Validus $ 3,586,586 83,869,845 $ 42.76   Tangible book value per common share 38.91   Book value per diluted common share Total shareholders' equity available to Validus 3,586,586 83,869,845 Assumed exercise of outstanding warrants (b) 90,950 5,174,114 $ 17.58 Assumed exercise of outstanding stock options (b) 20,581 1,160,057 $ 17.74 Unvested restricted shares   —     3,068,564   Book value per diluted common share $ 3,698,117     93,272,580   $ 39.65 Adjustment for accumulated dividends 8.88 Book value per diluted common share plus accumulated dividends $ 48.53   Tangible book value per diluted common share 36.19  

Notes:

(a) Weighted average exercise price for those warrants and stock options that have an exercise price lower than book value per share. (b) Using the "as-if-converted" method, assuming all proceeds received upon exercise of warrants and stock options will be retained by the Company and the resulting common shares from exercise remain outstanding.    

Validus Holdings, Ltd.

Consolidated Statements of Operations - Unaudited

For the three months and year ended December 31, 2015 and 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

 

  Three Months Ended December 31, Year Ended December 31, 2015   2014 (a) 2015   2014 (a) Underwriting income Gross premiums written $ 309,605 $ 336,643 $ 2,557,506 $ 2,358,865 Reinsurance premiums ceded   (33,128 )   (33,623 )   (328,681 )   (313,208 ) Net premiums written 276,477 303,020 2,228,825 2,045,657 Change in unearned premiums   266,823     253,621     18,064     (52,602 ) Net premiums earned   543,300     556,641     2,246,889     1,993,055   Other insurance related income   969     1,544     6,113     3,472   Underwriting revenues   544,269     558,185     2,253,002     1,996,527     Underwriting deductions Losses and loss expenses 214,748 223,723 977,833 765,015 Policy acquisition costs 102,285 89,307 410,058 339,467 General and administrative expenses 98,563 99,173 363,709 329,362 Share compensation expenses   10,062     8,821     38,341     33,073   Total underwriting deductions   425,658     421,024     1,789,941     1,466,917     Underwriting income $ 118,611 $ 137,161 $ 463,061 $ 529,610   Net investment income 31,612 30,169 127,824 100,086 Finance expenses   (16,581 )   (17,605 )   (74,742 )   (68,324 )

Operating income before taxes, income from operating affiliates and (income) attributable to AlphaCat investors

$ 133,642 $ 149,725 $ 516,143 $ 561,372 Tax benefit (expense) 756 243 (6,376 ) (155 ) (Loss) from operating affiliates (1,708 ) (7,077 ) (3,949 ) (4,340 ) (Income) attributable to AlphaCat investors   (974 )   —     (2,412 )   —   Net operating income $ 131,716 $ 142,891 $ 503,406 $ 556,877   Net realized (losses) gains on investments (2,928 ) 6,902 2,298 14,917 Change in net unrealized (losses) on investments (34,862 ) (2,040 ) (32,395 ) (2,842 ) (Loss) income from investment affiliate (1,261 ) 530 4,281 8,411 Foreign exchange gains (losses) 797 3,674 (8,731 ) (12,181 ) Other income (loss) 1,576 (770 ) (1,002 ) (2,243 ) Transaction expenses (b)   —       (4,695 )     —       (8,096 ) Net income $ 95,038 $ 146,492 $ 467,857 $ 554,843   Net (income) attributable to noncontrolling interest (25,996 ) (20,584 ) (92,964 ) (74,880 )                 Net income available to Validus $ 69,042   $ 125,908   $ 374,893   $ 479,963     Selected ratios: Net premiums written / Gross premiums written 89.3 % 90.0 % 87.1 % 86.7 %   Losses and loss expenses 39.5 % 40.2 % 43.5 % 38.4 %   Policy acquisition costs 18.8 % 16.0 % 18.3 % 17.0 % General and administrative expenses (c)   20.0 %   19.4 %   17.9 %   18.2 % Expense ratio   38.8 %   35.4 %   36.2 %   35.2 %   Combined ratio   78.3 %   75.6 %   79.7 %   73.6 %  

Notes:

(a) During the fourth quarter of 2015, the Company early adopted Accounting Standards Update 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis” issued by the United States Financial Accounting Standards Board (“FASB”). (b) The transaction expenses relate to costs incurred in connection with the acquisition of Western World Insurance Group, Inc. (“Western World”), which was completed on October 2, 2014. Western World results have been included in the Company's consolidated results from October 2, 2014. Transaction expenses are primarily comprised of legal, financial advisory and audit related services. (c) The general and administrative expense ratio includes share compensation expenses.       Validus Holdings, Ltd.

Non-GAAP Financial Measures Reconciliation

Underwriting Income, Net Operating Income available to Validus, Net Operating Income per share available to Validus

and Annualized Net Operating Return on Average Equity

For the three months and year ended December 31, 2015 and 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

  Three Months Ended Year Ended December 31,   December 31, December 31,   December 31,   2015   2014   2015   2014 Net income available to Validus $ 69,042 $ 125,908 $ 374,893 $ 479,963 Adjustments for: Net realized losses (gains) on investments 2,928 (6,902 ) (2,298 ) (14,917 ) Change in net unrealized losses on investments 34,862 2,040 32,395 2,842 Loss (income) from investment affiliate 1,261 (530 ) (4,281 ) (8,411 ) Foreign exchange (gains) losses (797 ) (3,674 ) 8,731 12,181 Other (income) loss (1,576 ) 770 1,002 2,243 Transaction expenses (a) — 4,695 — 8,096 Net (loss) attributable to noncontrolling interest   (325 )   (433 )   (693 )   (1,235 ) Net operating income available to Validus $ 105,395 $ 121,874 $ 409,749 $ 480,762 Net investment income (31,612 ) (30,169 ) (127,824 ) (100,086 ) Finance expenses 16,581 17,605 74,742 68,324 Tax (benefit) expense (756 ) (243 ) 6,376 155 Loss from operating affiliates 1,708 7,077 3,949 4,340 Income attributable to AlphaCat investors 974 — 2,412 — Net operating income attributable to noncontrolling interest   26,321     21,017     93,657     76,115   Underwriting income $ 118,611   $ 137,161   $ 463,061   $ 529,610     Net operating income available to Validus 105,395 121,874 409,749 480,762 Less: Dividends and distributions declared on outstanding warrants   —     (1,552 )   (3,566 )   (6,208 ) Net operating income available to Validus, adjusted $ 105,395   $ 120,322   $ 406,183   $ 474,554     Net income per share available to Validus - diluted $ 0.81 $ 1.38 $ 4.34 $ 5.07 Adjustments for: Net realized losses (gains) on investments 0.03 (0.08 ) (0.03 ) (0.16 ) Change in net unrealized losses on investments 0.42 0.02 0.38 0.03 Loss (income) from investment affiliate 0.01 — (0.05 ) (0.09 ) Foreign exchange (gains) losses (0.01 ) (0.04 ) 0.10 0.13 Other (income) loss (0.02 ) 0.01 0.01 0.02 Transaction expenses (a) — 0.05 — 0.09 Net (loss) attributable to noncontrolling interest   —     —     (0.01 )   (0.01 ) Net operating income per share available to Validus - diluted $ 1.24   $ 1.34   $ 4.74   $ 5.08     Weighted average number of common shares and common share equivalents 85,181,258 90,948,156 86,426,760 94,690,271   Average shareholders' equity available to Validus $ 3,641,970 $ 3,643,812 $ 3,641,920 $ 3,683,029   Annualized net operating return on average equity   11.6 %   13.4 %   11.3 %   13.1 %  

Notes:

(a) The transaction expenses relate to costs incurred in connection with the acquisition of Western World Insurance Group, Inc. (“Western World”), which was completed on October 2, 2014. Western World results have been included in the Company's consolidated results from October 2, 2014. Transaction expenses are primarily comprised of legal, financial advisory and audit related services.    

Validus Holdings, Ltd.

Segment Information

For the three months and year ended December 31, 2015 and 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

 

  Validus Re Segment Three Months Ended December 31, Year Ended December 31, 2015   2014 2015   2014 Underwriting income Gross premiums written $ 14,349 $ 32,741 $ 1,126,759 $ 1,118,532 Reinsurance premiums ceded (87 ) 2,018   (149,088 ) (163,678 ) Net premiums written 14,262 34,759 977,671 954,854 Change in unearned premiums 217,652   195,701   12,542   (37,570 ) Net premiums earned 231,914   230,460   990,213   917,284   Other insurance related income 257   774   3,575   3,159   Underwriting revenues 232,171   231,234   993,788   920,443     Underwriting deductions Losses and loss expenses 100,485 59,442 457,976 307,290 Policy acquisition costs 37,478 35,123 166,387 141,670 General and administrative expenses 20,174 20,982 78,428 74,739 Share compensation expenses 2,685   2,613   10,350   9,739   Total underwriting deductions 160,822   118,160   713,141   533,438           Underwriting income $ 71,349   $ 113,074   $ 280,647   $ 387,005     Talbot Segment   Three Months Ended December 31,   Year Ended December 31, 2015   2014 2015   2014 Underwriting income Gross premiums written $ 229,687 $ 247,446 $ 1,018,835 $ 1,101,770 Reinsurance premiums ceded (34,752 ) (38,096 ) (198,896 ) (192,211 ) Net premiums written 194,935 209,350 819,939 909,559 Change in unearned premiums 8,985   11,873   18,152   (29,785 ) Net premiums earned 203,920   221,223   838,091   879,774   Other insurance related income 287   711   851   1,095   Underwriting revenues 204,207   221,934   838,942   880,869     Underwriting deductions Losses and loss expenses 78,810 118,546 347,322 423,394 Policy acquisition costs 46,197 48,779 187,535 187,162 General and administrative expenses 39,965 43,797 155,306 150,828 Share compensation expenses 3,178   2,912   12,373   11,346   Total underwriting deductions 168,150   214,034   702,536   772,730           Underwriting income $ 36,057   $ 7,900   $ 136,406   $ 108,139     Western World Segment   Three Months Ended December 31,   Year Ended December 31, 2015   2014 2015   2014 Underwriting income Gross premiums written $ 71,132 $ 65,235 $ 278,504 $ 65,235 Reinsurance premiums ceded (5,487 ) (6,428 ) (18,877 ) (6,428 ) Net premiums written 65,645 58,807 259,627 58,807 Change in unearned premiums (3,925 ) 14,189   (977 ) 14,189   Net premiums earned 61,720   72,996   258,650   72,996   Other insurance related income 257   264   1,044   264   Underwriting revenues 61,977   73,260   259,694   73,260     Underwriting deductions Losses and loss expenses 33,780 51,035 171,878 51,035 Policy acquisition costs 14,298 3,169 41,408 3,169 General and administrative expenses 9,578 11,121 38,715 11,121 Share compensation expenses 558   135   2,083   135   Total underwriting deductions 58,214   65,460   254,084   65,460           Underwriting income $ 3,763   $ 7,800   $ 5,610   $ 7,800         Validus Holdings, Ltd. Segment Information

For the three months and year ended December 31, 2015 and 2014

(Expressed in thousands of U.S. dollars, except share and per share information)

  AlphaCat Segment   Three Months Ended December 31, Year Ended December 31, 2015   2014 2015   2014 Revenue - management fees Third party $ 5,039 $ 4,471 $ 19,661 $ 18,667 Related party 1,251   1,439   5,309   7,467   Total revenue 6,290   5,910   24,970   26,134     Expenses General and administrative expenses 3,232 2,259 12,115 10,134 Share compensation expenses 140 171 580 501 Finance expenses 53 1,617 9,312 3,417 Foreign exchange (gains) (7 ) (11 ) (16 ) (20 ) Total expenses 3,418 4,036 21,991 14,032         Income before investments from AlphaCat Funds and Sidecars 2,872   1,874   2,979   12,102     Investment income (loss) from AlphaCat Funds and Sidecars (a) AlphaCat Re & Master Fund — — — (1,377 ) AlphaCat Sidecars 1,618 3,018 5,504 10,525 AlphaCat ILS Funds 3,857 4,407 15,919 16,728 BetaCat ILS Funds 461 (51 ) 1,702 (51 ) PaCRe (1,708 ) (7,077 ) (3,949 ) (4,340 ) Total investment income from AlphaCat Funds and Sidecars 4,228   297   19,176   21,485           Validus' share of AlphaCat income $ 7,100   $ 2,171   $ 22,155   $ 33,587    

Notes:

(a) All investments in AlphaCat Funds and Sidecars are presented in accordance with the equity method of accounting.      

Corporate and Investments

  Three Months Ended December 31, Year Ended December 31, 2015   2014 2015   2014 Investment income Net investment income $ 29,885 $ 28,437 $ 121,166 $ 95,800   Operating expenses General and administrative expenses (24,222 ) (19,694 ) (75,724 ) (80,210 ) Share compensation expenses (3,501 ) (2,990 ) (12,955 ) (11,352 ) Finance expenses (15,448 ) (14,968 ) (61,071 ) (60,309 ) Tax expenses 756   243   (6,376 ) (155 ) Total operating expenses (42,415 ) (37,409 ) (156,126 ) (152,026 )   Other items Net realized (losses) gains on investments (3,353 ) 6,197 1,698 12,160 Change in net unrealized (losses) on investments (34,515 ) (1,470 ) (32,007 ) (1,030 ) (Loss) income from investment affiliate (1,261 ) 530 4,281 8,411 Foreign exchange gains (losses) 852 3,857 (8,172 ) (10,700 ) Other income (loss) 1,576 (770 ) (1,002 ) (2,243 ) Transaction expenses (b) —   (4,695 ) —   (8,096 ) Total other items (36,701 ) 3,649   (35,202 ) (1,498 )         Total corporate and investments $ (49,231 ) $ (5,323 ) $ (70,162 ) $ (57,724 )

Notes:

(b) The transaction expenses relate to costs incurred in connection with the acquisition of Western World Insurance Group, Inc. (“Western World”), which was completed on October 2, 2014. Western World results have been included in the Company's consolidated results from October 2, 2014. Transaction expenses are primarily comprised of legal, financial advisory and audit related services.  

Cautionary Note Regarding Forward-Looking Statements

This press release may include forward-looking statements, both with respect to the Company and its industry, that reflect our current views with respect to future events and financial performance. Statements that include the words "expect", "intend", "plan", "believe", "project", "anticipate", "will", "may" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company's control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of Validus' risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) Validus' ability to implement its business strategy during "soft" as well as "hard" markets; 7) adequacy of Validus' loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) Validus' ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses Validus may acquire or new business ventures Validus may start; 15) the effect on Validus' investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; and 17) availability of reinsurance and retrocessional coverage, as well as management's response to any of the aforementioned factors.

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 and elsewhere, including the risk factors included in Validus' most recent reports on Form 10-K and Form 10-Q and other documents of the Company on file with or furnished to the U.S. Securities and Exchange Commission (“SEC”). Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Validus will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Validus or its business or operations. Except as required by law, the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

In presenting the Company's results, management has included and discussed certain schedules containing net operating income (loss), net operating income (loss) available (attributable) to Validus, net operating income (loss) per share, underwriting income (loss), annualized net operating return on average equity, book value per diluted common share and book value per diluted common share plus accumulated dividends that are not calculated under standards or rules that comprise U.S. GAAP. Such measures are referred to as non-GAAP. Non-GAAP measures may be defined or calculated differently by other companies. These measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. A reconciliation of underwriting income and net operating income (loss) available (attributable) to Validus to net income (loss) available (attributable) to Validus, the most comparable U.S. GAAP financial measure, is presented in the section above entitled “Underwriting Income, Net Operating Income available to Validus, Net Operating Income per share available to Validus and Annualized Net Operating Return on Average Equity”. A reconciliation of underwriting income and operating income to net income, the most comparable U.S. GAAP financial measure, is presented in the “Consolidated Statements of Operations” above.

The AlphaCat segment information is presented as an asset manager view and therefore is considered non-GAAP.

Underwriting income indicates the performance of the Company's core underwriting segments, excluding revenues and expenses such as net investment income (loss), finance expenses, net realized and change in unrealized gains (losses) on investments, foreign exchange gains (losses), other income (loss) and transaction expenses. The Company believes the reporting of underwriting income enhances the understanding of our results by highlighting the underlying profitability of the Company's core insurance and reinsurance business. Underwriting profitability is influenced significantly by earned premium growth, adequacy of the Company's pricing and loss frequency and severity.

Underwriting profitability over time is also influenced by the Company's underwriting discipline, which seeks to manage exposure to loss through favorable risk selection and diversification, its management of claims, its use of reinsurance and its ability to manage its expense ratio, which it accomplishes through its management of acquisition costs and other underwriting expenses. The Company believes that underwriting income provides investors with a valuable measure of profitability derived from underwriting activities.

Net operating income (loss), a non-GAAP financial measure, is defined as net income (loss) excluding net realized and change in net unrealized gains (losses) on investments, income (loss) from investment affiliate, foreign exchange gains (losses), other income (loss) and non-recurring items. Net operating income (loss) available (attributable) to Validus is defined as above, but excludes income (loss) available (attributable) to noncontrolling interest. Reconciliations of these measures to net income (loss)and net income (loss) available (attributable) to Validus, the most directly comparable GAAP measures, are presented at the end of this release.

Annualized net operating return on average equity is presented in the section above entitled “Underwriting Income, Net Operating Income available to Validus, Net Operating Income per share available to Validus and Annualized Net Operating Return on Average Equity.” A reconciliation of book value per diluted common share and book value per diluted common share plus accumulated dividends to book value per common share, the most comparable U.S. GAAP financial measure, is presented in the section above entitled “Book Value per Common Share, Book Value per Diluted Common Share and Book Value per Diluted Common Share plus Accumulated Dividends.” Net operating income (loss) is calculated based on net income (loss) excluding net realized gains (losses) on investments, change in net unrealized gains (losses) on investments, foreign exchange gains (losses), other income (loss), income (loss) from investment affiliates and non-recurring items. Realized gains (losses) from the sale of investments are driven by the timing of the disposition of investments, not by our operating performance. Gains (losses) arising from translation of non-US$ denominated balances are unrelated to our underlying business. Net operating income (loss) available (attributable) to Validus is defined as net operating income (loss) as defined above, but excluding income (loss) available (attributable) to noncontrolling interest.

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Investors:Validus Holdings, Ltd.Investor.Relations@validusholdings.com+1-441-278-9000orMedia:Brunswick GroupRadina Russell / Josh Gerth+1-212-333-3810