UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2003
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RenaissanceRe Holdings Ltd.
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(Exact name of registrant as specified in its charter)
Bermuda 34-0-26512 98-014-1974
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Renaissance House
8-12 East Broadway, Pembroke
Bermuda HM 19
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (441) 295-4513
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Not Applicable
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(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
The following information, including the text of the press release attached
as an Exhibit to this Form 8-K, are being furnished pursuant to Item 12,
"Results of Operations and Financial Condition," and Item 9 pursuant to the
interim guidance issued by the Securities and Exchange Commission in Release
Nos. 33-8216 and 34-47583. This Form 8-K and the attached exhibit are furnished
to, but not filed with, the Securities and Exchange Commission.
On July 22, 2003, RenaissanceRe Holdings Ltd. (the "Company") issued a
press release (the "Press Release") announcing the Company's preliminary results
for its quarter ended June 30, 2003. A copy of the Press Release is attached as
Exhibit 99.1 to this Form 8-K.
Non-GAAP Financial Measures
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In addition to the GAAP financial measures set forth in the Press Release,
the Company has included certain non-GAAP financial measures in the Press
Release within the meaning of Regulation G. The Company has consistently
provided these financial measurements in previous earnings releases and the
Company's management believes that these measurements are important to investors
and other interested persons, and that investors and such other persons benefit
from having a consistent basis for comparison between quarters and for
comparison with other companies in the industry. These measures may not,
however, be comparable to similarly titled measures used by companies outside of
the insurance industry. Investors are cautioned not to place undue reliance on
these non-GAAP measures in assessing the Company's overall financial
performance.
The Company has included in the Press Release "net operating income
available to common shareholders" of $124.4 million in the second quarter of
2003 (as compared with $93.3 million in the second quarter of 2002) and of
$251.3 million for the six-month period ended June 30, 2003 (as compared with
$179.9 million for the six-month period ended June 30, 2002). The Company has
also included in the Press Release "operating income per common share" of $1.75
during in the second quarter of 2003 (as compared with $1.33 per common share in
the second quarter of 2002, and of $3.55 for the six-month period ended June 30,
2003 (as compared with $2.57 for the six-month period ended June 30, 2002). Each
of these measures is a non-GAAP financial measure.
The Company uses "operating income" as a measure to evaluate the underlying
fundamentals of its operations and believes it to be a useful measure of its
corporate performance. "Operating income" differs from "net income," which the
Company believes is the most directly comparable GAAP measure, only by the
exclusion of realized gains and losses on investments. In the Press Release, the
Company provides that "net income available to common shareholders" was $180.2
million in the second quarter of 2003 (as compared with $96.2 million in the
second quarter of 2002) and was $331.4 million for the six-month period ended
June 30, 2003 (as compared with $174.3
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million for the six-month period ended June 30, 2002). The Company also provides
in the Press Release that "net income per common share" was $2.54 in the second
quarter of 2003 (as compared with $1.37 per common share for the second quarter
of 2002) and was $4.68 for the six-month period ended June 30, 2003 (as compared
with $2.49 for the six-month period ended June 30, 2002). In addition to the
reasons for this presentation set forth above, the Company's management also
believes that presentation of "operating income" is useful to investors because
it more accurately measures and predicts the Company's results of operations by
removing the variability arising from fluctuations in the registrant's
investment portfolio and by removing non-recurring matters such as changes in
accounting principles, which are not considered by management to be a relevant
indicator of business operations.
The Company has also included in the Press Release "summary of all income
from joint venture relationships" of $31.6 million in the second quarter of 2003
(as compared with $28.9 million in the second quarter of 2002) and of $67.7
million for the six-month period ended June 30, 2003 (as compared with $51.2
million for the six-month period ended June 30, 2002), which is a non-GAAP
financial measure. The principal differences between "summary of all income from
joint venture relationships" and "other income," which the Company believes is
the most directly comparable GAAP measure, are that the results of DaVinci
Reinsurance Ltd., a joint venture the financial results of which are
consolidated in the Company's financial statements, are reflected in "summary of
all income from joint venture relationships" as if reported under the equity
accounting method, and that this presentation also includes fees earned on
certain quota share cessions of catastrophe business by the Company which are
reflected on its income statement as a reduction of acquisition and operational
expenses. In the Press Release, the Company provides that "other income" was
$7.2 million in the second quarter of 2003 (as compared with $8.1 million during
the second quarter of 2002) and was $12.7 million for the six-month period ended
June 30, 2003 (as compared with $16.3 million for the six-month period ended
June 30, 2002).
The Press Release also sets forth a revised estimate of "operating earnings
per common share" for 2003 in the range of $6.35 and $6.60 versus a previous
forecast of $5.30 to $5.70, assuming normal loss levels for the balance of 2003.
The forecast of "operating earnings per common share" for 2003 is a non-GAAP
financial measure and excludes realized gains on investments of $80.2 million
for the first six months of 2003 and all realized gains and losses on
investments for the final six months of 2003. The Company is unable to forecast
"net income per common share for 2003", which the Company believes is the most
directly comparable GAAP measure, as predictions as to the amount of realized
gains and losses on investments for the final six months of 2003 are dependent
on the performance of the financial markets.
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Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit # Description
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99.1* Copy of Company's press release, issued July 22, 2003.
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") pursuant to Item 12 and is not being filed with the SEC. Therefore,
this exhibit is not incorporated by reference in any of the registrant's
other SEC filings.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
RENAISSANCERE HOLDINGS LTD.
Date: July 24, 2003 By: /s/ John M. Lummis
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Name: John M. Lummis
Title: Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
Exhibit No. Description
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99.1* Copy of Company's press release, issued July 22, 2003.
* Exhibit 99.1 is being furnished to the Securities and Exchange Commission
("SEC") pursuant to Item 12 and is not being filed with the SEC. Therefore,
this exhibit is not incorporated by reference in any of the registrant's
other SEC filings.