STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the...

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STATE OF CONNECTICUT INSURANCE DEPARTMENT ORDER ADOPTING REPORT OF EXAMINATION I, Anne Melissa Dowling, Deputy Insurance Commissioner ofthe State of Connecticut, having fully considered and reviewed the Examination Report (the "Report") of AIterra Reinsurance USA Inc. ("the Company") as of December 31, 2011, do hereby adopt the findings and recommendations contained therein based on the following findings and conclusions, TO WIT: 1. I, Anne Melissa Dowling, Deputy Insurance Commissioner of the State of Connecticut, and as such is charged with the duty of administering and enforcing the provisions of Title 38a of the Connecticut General Statutes ("CGS"). 2. The Company is a domestic insurer authorized to transact the business of insurance in the State of Connecticut. 3. On January 25,2013, the verified Report of the Company was filed with the Connecticut Insurance Department (the "Department"). 4. In accordance with CGS §38a-I4(e) (3), the Company was afforded a period of thirty (30) days within which to submit to the Connecticut Insurance Department a written submission or rebuttal with respect to any matters contained in the Report. 5. On March 13, 2013, the Company notified the Department of certain responses and comments relating to matters contained in the Report. 6. Following review of the Report, it was deemed necessary and appropriate to modify the Report. A copy of the Report is attached hereto and incorporated herein as Exhibit A. www.ct.gov/cid P.O. Box 816 • Hartford, CT06l42-08l6 An Equal Opportunity Employer L

Transcript of STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the...

Page 1: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

STATE OF CONNECTICUT INSURANCE DEPARTMENT

ORDER ADOPTING REPORT OF EXAMINATION

I, Anne Melissa Dowling, Deputy Insurance Commissioner ofthe State of

Connecticut, having fully considered and reviewed the Examination Report (the

"Report") of AIterra Reinsurance USA Inc. ("the Company") as of December 31, 2011,

do hereby adopt the findings and recommendations contained therein based on the

following findings and conclusions,

TO WIT:

1. I, Anne Melissa Dowling, Deputy Insurance Commissioner of the State of Connecticut, and as such is charged with the duty of administering and enforcing the provisions of Title 38a of the Connecticut General Statutes ("CGS").

2. The Company is a domestic insurer authorized to transact the business of insurance in the State of Connecticut.

3. On January 25,2013, the verified Report of the Company was filed with the Connecticut Insurance Department (the "Department").

4. In accordance with CGS §38a-I4(e) (3), the Company was afforded a period of thirty (30) days within which to submit to the Connecticut Insurance Department a written submission or rebuttal with respect to any matters contained in the Report.

5. On March 13, 2013, the Company notified the Department of certain responses and comments relating to matters contained in the Report.

6. Following review of the Report, it was deemed necessary and appropriate to modify the Report. A copy of the Report is attached hereto and incorporated herein as Exhibit A.

www.ct.gov/cid P.O. Box 816 • Hartford, CT06l42-08l6

An Equal Opportunity Employer

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Page 2: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

NOW, THEREFORE, it is ordered as follows:

1. That the Report of the Company hereby is adopted as filed with the Department.

2. That the Company shall comply with all of the recommendations set forth in the Report, and that the failure of the Company to so comply shall result in sanctions or administrative action as provided by Title 38a ofthe cas.

Dated at Hartford, Connecticut this 18th day of March, 2013

,k , ~ Anne Melissa Dowling Deputy Insurance Commissioner

Page 3: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

EXHIBIT A

EXAMINATION REPORT

OF

ALTERR/\ REINSURANCE USA INC.

AS OF

DECEMBER 31,2011

BY THE CONNECTICUT INSURANCE DEPARTMENT

Page 4: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

TABLE Ot' CONTENTS

Page

Salutation 1

Scope of Examination 1

History 2

Organizational Chart 4

Management and Control 4

Related Parties 5

Insurance Coverages 6

Territory and Plan of Operation 6

Reinsurance 6

Information Technology Controls 7

Accounts and Records 7

Financial Statements 8 Assets 8 Liabilities, Capital and Surplus 9 Statement ofIncome 10

Losses and Loss Adjustment Expenses 11

Common Capital Stock 12

Gross Paid In and Contributed Surplus 12

Unassigned Funds (Surplus) 13

Subsequent Events 13

Conclusion 14

Signature 15

Page 5: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

January 25,2013

The Honorable Thomas B. Leonardi Commissioner of Insurance State of Connecticut Insurance Department 153 Market Street Hartford, Connecticut 06103

Dear Commissioner:

In compliance with your instructions and pursuant to the requirements of Section 38a-14 of the General Statutes of the State of Connecticut (CGS), the undersigned has made a financial examination of the condition and affairs of.

ALTERRA REINSURANCE USA INC.

(hereafter referred to as the Company or Alterra Re) a corporation with capital stock, incorporated under the laws of the State of Connecticut and having its statutory horne office located at 20 Horseneck Lane, Greenwich, Connecticut 06830, and its main administrative office located at 535 Springfield Avenue, Summit, New Jersey 07901. The report on such examination is respectfully submiEed.

SCOPE OF EXAMINATION

The previous examination of the COlT.i.pany was conducted as of December 31, 2006. The current examination which covers the subsequent five-year period was conducted at the Company's main administrative office.

As part of the examination planning procedures, the Financial Regulation Division of the Connecticut Insurance Department (Department) reviewed the following materials submitted by the Company:

• Board of Director (Board) minutes from 2007 through the latest 2012 meeting; • Statutory Audit reports from 2007 through 2011, completed by the Company's

independent certified public accountants, Deloitte & Touche, LLP (D&T) for years 2007 through 2009 and KPMG for the years 2010 through 2011;

• Management's Discussion and Analysis from 2007 through 2011; • Statements of Actuarial Opinion from 2007 through 2011; • Annual Statements filed with the Department from 2007 through 2011; • Reports of the Company's Intt.' n:-11 Audit Department; and • Numerous documents relatcFj t(l the Company's regulatory filings, tax returns,

operational management, r':-gi:t.nizatiunal structure, key personnel profiles and

Page 6: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA R7: .,,~UR.\NCE USA INC.

employee practices, etc.

A comprehensive review was made of the financial analysis files and documents submitted to the Financial Analysis Unit of the Department, reports from the National Association of Insurance Commissioners (NAIC) database, as well as the independent audit reports which indicated no material concerns with respect to financial condition or regulatory compliance Issues.

Work papers prepared by the Company's independent public accountants, KPMG, in connection with its 2011 annual statutory audit, were reviewed and relied upon to the extent deemed appropriate.

The Department retained the services of Oliver Wyman (OW) to perform an actuarial review of the Company, the services of Jennan Enterprises (Jennan) to perform a review of the Information Technology (IT) Controls, and the services of INS Regulatory Insurance Services, Inc. (INS) for staff accounting services.

The examination was conducted on a full scope, '-"mprehensive basis in accordance with the procedures outlined in the NAIC Financial Condition Examiners Handbook (Handbook). The Handbook requires that we plan and perform th~ examination to evaluate the financial condition and identify prospective risks of the Company by obtaining information about the Company including corporate governance, identifying inherent risks within the Company, and evaluating system controls anel procedures used to mitigate those risks. An examination also includes assessing the principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation, management compliance with Statutory Accounting Principles, and Annual Statement Instructions.

All accounts and activities of the Company were considered in accordance with the risk­focused examination process.

Comments in this report are generally limited to exceptions noted or to items considered to be of a material nature.

Failure of items in this report to add to totals or for totals to agree with captioned amounts is due to rounding.

HISTORY

The Company was incorporated in Connecticut on April 21, 1997, as Quadrant Indemnity Company (Quadrant) and commenced business on Srptember 17, 1997, under the laws of the State of Connecticut. The Company w;..s a wholly owned subsidiary of Executive Risk Indemnity, Inc. which was wholly owned by Federal Insurance Company (Federal) which was wholly owned by The Chubb Corporation (Chubb).

Harbor Point Limited (Harbor Point), a holding company organized under the laws of Bermuda on October 24, 2005, ac.~uircd the continuing operations and certain assets of

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Page 7: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REINSURANCE USA INC.

Chubb Re, Inc. (Chubb Re), the reinsurance assumed business unit of Chubb, effective December 15, 2005. These assets included the renewal rights to the in-force assumed reinsurance business underwritten, placed, and serviced by Chubb Re on behalf of Federal, the principal operating subsidiary of Chubb.

On January 2, 2007, Alterra USA Holdings Limited (Alterra USA) completed the acquisition of all of the issued and outstanding capital stock of the Company from Chubb. Effective April 17, 2007, the name of the Company was changed to Harbor Point Reinsurance U.S., Inc. until it was renamed Alterra Reinsurance USA Inc. on August 11, 2010.

Alterra USA acts as a holding company for Alterra Capital Holdings Limited's (Alterra) reinsurance and insurance operations and related service affiliates in the United States. Alterra Capital America Limited, a -.vholly-owned subsidiary of Alterra, was incorporated on October 4, 2010, in the United KingdDlll as a holding company and direct parent of Alterra USA. The Company's ultimate parent company is Alterra, a publicly-traded company domiciled in Bermuda.

Alterra was formed on May 12, 2010, by the amalgamation of Alterra Holdings Limited, a direct wholly owned subsidiary of Max Capital Group Ltd. (Max) and Harbor Point. Max was incorporated on July 8, 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r Point. After the consummation of the amalgamation, Max was renamed Alterra.

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Page 8: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REiNSURANCE USA INC.

ORGANIZATIONAL CHART

The following is an organizational chart of the Company and its major affiliates:

Alterra Capital Holdings Limited [ (Bennuda) )

[I

]Alterra Capital America Limited (UK)

I Alterra USA Holdings Limited [ j(DE)

Altern. Reinsurance USA Inc. (eT) 1

r Alterra America Insurance Company l (DE)

r Alterra Excess & Surplus Insurance Company l (DE) J

Alterra Reinsurance Services Inc.

--](DE)

Alterra Insurance USA Inc. (DE) ]

Alterra Specialty Insurance Services Limited (DE) ]

Alterrra Finance Ll C

rI

r l

r l

r l

r l (DE) ]

MANAGEMENT AND CONTROL

The amended and restated bylaws provide that there shall be an annual meeting of shareholders for the election of dire,:tors and for the transaction of such other business that may corne before such meeting. At any meeting of the shareholders, the holders of a majority of the issued and outstanding ~harcs of Sl0Ck and the holders of a majority of shares of each class of stock, then entitled to vote represented in person or by proxy, shall constitute a quorum for all purposes.

The number of directors shall consist of at lea:st one member with the actual number fixed from time to time by resolution of the Board or shareholders.

Regular meetings of the Board shall be held as determined by the Board. Special meetings of the Board may be called by the pre~idel1t and vice president or by a majority of the directors in office.

One-third of the entire Board shali constitute a quomm for the transaction of business, unless a greater or lesser number is reauired by statute or by the Company's certificate of

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ALTERR~ Rro..;SURANCE USA INC.

incorporation.

The elected officers shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers by appointment as allowed by the bylaws. Officers will be selected by the Board and shall serve until their successor is appointed. The president shall be the chief executive officer of the Company.

Members of the Board serving the Company at December 31, 2011, were as follows:

Director Title and Principal Business Affiliation

Thomas C. Wafer President of Allerra Re

Sheila Nugent Carter Secretary and General Counsel of Alterra Re

David J. Kalainoff Chief Underwriting Officer of Alterra Re

Stephen E. Leitz Treasurer and Chief Financial Officer of Alterra Re

The executive officers serving the Company at December 31, 2011, were as follows:

Officer Title

Thomas C. Wafer President and Chairman of the Board

Sheila Nugent Carter Secretary and General Counsel

David J. Kalainoff Chief Underwriting Officer

Stephen E. Leitz Treasurer and Chief Financial Officer

Antonio C. Macri Assistant Treasurer

RELATED PARTIES

The Company has the following inkrcompany agreements in place:

Administration Service Agreement

The Company is a party to a service agreement, effective January 2, 2007, with Alterra Reinsurance Services Inc. (Alterra Services), whereby Alterra Services provides actuarial, accounting, claims, systems, legal, and administrative services to the Company.

Tax Allocation and Sharing Agreement

The Company is a party to a tax a!1ocatIon and sharing agreement with Alterra USA and other U.S. affiliates. This agreement was ~ffective September 9,2011, and was approved by the Department on August 14, 2011. Under the terms of this agreement, the consolidated federal income tax liability of this group is allocated among the members of the group pursuant to Section 1552(a) (2) of the Internal Revenue Code and related regulations. However, in no instance shall the Company assume more tax liability or receive a lesser refund than the Company would have assumed, made, or received as a taxpayer filing a separate federal income tax return.

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ALTERRA. RftNSURANCE USA INC.

INSURANCE COVERAGES

The Company's ultimate parent, Alterra, maintains a financial institution bond for fidelity coverage through Federal with the Company as a named insured. The single loss limit of liability on the policy is $10,000,000 which exceeds the suggested minimum limit pursuant to the Handbook.

All other insurance policies are in the name of Alterra with the Company listed as a covered subsidiary.

The cost for these policies is allocated to the Company based upon weighted metrics, e.g., salaries, overhead relative to other ccvered subsidiaries ofAlterra, etc.

TERRITORY AND PLAN OF OPERATION

The Company is currently licensed as an insurer in forty-three states plus the District of Columbia and accredited as a reinsurer in seven states.

The current principal lines of business include agriculture, non-standard auto, aviation, credit/surety, general casualty, medical malpractice, professional liability (mainly directors and officers as well as errors and omissions risks), property (per risk and quota share), and workers' compensation.

The Company is strictly a reinsurance company, in that it writes no direct business. Rather, business is assumed from non-affiliates primarily through the broker market distribution system by offering property and casualty quota share as well as excess of loss reinsurance capacity. Reinsurance products are generally written on market terms where Alterra Re participates alongside other reinsurers.

With the acquisition of the renewal rights to the in-force assumed reinsurance business underwritten, placed, and serviced by Chubb Re, the Company did not acquire any of the in­force business or associated liabilities and reserves related to business written by Chubb Re. Additionally, as of January 2, 2007, Quadrant entered into a 100% quota share reinsurance agreement with Federal whereby Federal assumed all of the liabilities on policies written by Quadrant prior to its acquisition from Chubb. Therefore, the Company's net results from underwriting activities and net reserves 011 policies written prior to January 1, 2007, were zero.

REINSURANCE

Other than a relatively insignificant retrocession of aviation business on an excess of loss basis to non-affiliates, the Company's retrocessional reinsurance program consists of one quota share reinsurance agreement with Alterra Bermuda. This agreement was effective November 1,2007, originally at an 80% quota share and has been amended effective January 1,2010, at a 52% quota share.

Page 11: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA Rh~SURANCE USA INC.

INFORMATION TECHNOLOGY CONTROLS

Jennan performed a risk-focused assessment and review of the Company's IT general controls in accordance with NAIC requirements as outlined in the Handbook. The guidance and direction used to perform the review of the Company's IT general controls was derived from Exhibit C Part 1 -Information Technology Planning Questionnaire (lTPQ) and Exhibit C Part 2 - Information Technology Work Program. The Company's responses to the ITPQ were evaluated and certain controls within the IT control environment were tested to assess whether the selected controls were designed effectively and were functioning properly.

Jennan's objectives were to determine that Information Systems (IS) resources aligned with the Company's objectives and ensured that significant risks (strategic, operational, reporting, and compliance) arising out of its IT environment were appropriately mitigated by strategies and controls as outlined in the Handbook's Exhibit C Part 2 - Evaluation of Controls in Information Technology Work Program.

The objectives above were achieved through a combination of reviewing the Company's policies and procedures, testing in key areas related to the Exhibit C Parts 1 and 2, interviewing the Company's IT senior management, reviewing IT risk assessment processes, and leveraging the risk assessment procedures performed by Company's Internal Audit Department.

In addition, a review of application interface controls was performed over the following financially significant systems:

• Reinsurance Systems Group (RSG) • Great Plains General Ledger System (Great Plains) • Enterprise Risk Management Systems (ERMS)

Although control deficiencies were noted during the course of this review, they were minor in nature and none were so serious as to impair the overall effectiveness of the IT control environment.

ACCOUNTS AND RECORDS

The Company is currently using Great p11ins and the Wings annual statement preparation software package. Prior to July 31, 2011, the Company utilized the Freedom General Ledger System but converted to Great Plains on July 31, 2011, in order to be consistent with the use of Great Plains throughout the Alterra grllUp of companies.

General ledger account balances were reconciled and traced to appropriate asset, liability, and income statement balances relJ(lfted in the annual 3tatement.

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Page 12: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REI1-:3URANCE USA INC.

The following statements reflect the assets, liabilities, capital and surplus, and statement of income as of December 31, 2011, as reported by the Company and as determined by the examination:

ASSETS

.. ­ -I 1 2 3

Description

Assets Nonadmitted

Assets Net Admitted

Assets

Bonds $726,125,463 $726,125,463

Common stocks 124,085,864 124,085,864

Cash, cash equivalents and short-tenn investments

Receivables for secwities

I I

67,897,038

49,955

67,897,038

49,955

Investment income due or accrued 5,648,585 5,648,585

Premiums and considerations: Uncollected premiums and agents' balances in course of collection

Premiums and considerations: Deferred premiums, agents' balances and installments booked but deferred and not yet due

23,811,828

201,057,635

23,811,828

201,057,635

Reinsurance: Amounts recoverable from reinsurers 16,143,152 16,143,152

Reinsurance: Funds held by or deposited with reinsured companies

Net deferred tax asset

637,943

22,486,099 $10,281,304

637,943

12,204,795

Aggregate write-ins for other than invested assets 5,118 5,118

Totals $1,187,948,680 . __ ..._-' ­ ..

$10,281.304 $1.177,667,376

Page 13: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REINSURANCE USA INC.

LIABILITIES, CAPITAL AND SURPLUS

Total Losses

Reinsurance payable on paid losses and loss adjustment expenses

Loss adjustment expenses

Other expenses

Taxes, licenses and fees

Current federal and foreign income taxes

Unearned premiums

Ceded reinsurance premiums payable (net of ceding commissions)

Funds held by company under reinsurance treaties

Amounts withheld or retained by company for account of others

Remittances and items not allocated

Aggregate write-ins for other liabilities

$188,022,343

1,504,989

973,533

3,645,515

174,344

9,309,418

148,567,713

145,703,228

204,494

448,817

854,365

1,781,685

Total liabilities 501,190,444

Common capital stock

Gross paid in and contributed surplus

Unassigned funds (surplus)

5,000,000

645,219,871

26,257,061

Surplus as regards policyholders 676,476,932

Totals $1.177,667,376

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Page 14: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REn.'~~;RANCEUSA INC.

STATEMENT OF INCOME

UNDERWRITING INCOME

Premiums earned

Losses incurred Loss adjustment expenses incurred Other underwriting expenses incurred

Total underwriting deductions

Net underwriting gain (loss)

INVESTMENT INCOME

Net investment income earned Net realized capital gains (losses) Net investment gain (loss)

OTHER INCOME

Aggregate write-ins for miscellaneous income Total other income

Net income before dividends to policyholders, after capital gains tax and before all other federal and foreign income taxes

Net income, after dividends to policyholders, after capital gains tax and before all other federal and foreign income taxes

Federal and foreign income taxes incurred Net income

CAPITAL AND SURPLUS ACCOUNT

Surplus as regards policyholders, December 31 prior year Net income Change in net unrealized capital gain (loss) Change in net deferred income tax Change in non-admitted assets Change in provision for reinsurance Surplus adjustments: Paid in Change in surplus as regards policyholders for the year

Surplus as regards policyholders, December ~ 1 .;urrent year

$174,950,716

121,385,285 5,585,944

60,590,254

187,561,483

(12,610,767)

24,231,984 964,701

25,196,685

79,236 79,236

12,665,154

12,665,154 8,842,562 3,822,592

661,429,385 3,822,592 3,192,021 6,460,433

(3,345,480) 253,518

4,664,463 15,047,547

$676.476,932

1')

Page 15: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REINSURANCE USA INC.

LOSSES AND LOSS ADJUSTMENT EXPEJ\;SES (LAE) $188.995,876

The following items were included in the captioned account:

Losses $188,022,343 LAE 973,533

$188,995,876

OW conducted a comprehensive actuarial analysis of the loss and LAE reserves of the Company as of December 31, 2011. The actuarial analysis was conducted in accordance with generally accepted actuarial reserving standards and principles. OW based its review on the following information provided by the Company:

• Statutory Annual Stateraent for the year ended December 31, 2011; • Statement of Actuarial Opinion for the year ended December 31, 2011; • The actuarial report prepared by the appointed actuary in support of the

December 31, 2011, actuarial opinion; • The Annual Statement Schedule P (Schedule P) reconciliation of data used for

actuarial analysis; • Copies of certain reinsurance contracts and the Company's internal analysis of

these contracts; • The Company's premium deficiency reserve analysis; and • Discussions with the Company's appointed actuary regarding the actuarial

report.

In performing the analysis, the DepaItment verified the accuracy of the data included in Schedule P and concluded that Schedule P data could be relied upon in the analysis of the loss and LAE reserves.

For most contracts, the Company performs a complete internal actuarial review of its reserve requirements on an individual contract basis each quarter.

The scope of OW's actuarial analysis included:

An assessment of reserve risk including but not limited to:

• Meetings with appropriate reserve actuaries and/or other officers of the Company to assess the appropriateness of methodologies and the quality of assumptions, including but not limited to case reserve adequacy, expected loss ratios, claim emergence patterns, and anticipated recoveries;

• A review of the primary reserve l;sks and the controls in place to mitigate those risks and the frequency of reporting aduarial indications to management by line of business and in the aggregatf";

• A review and evaluation of the Company's reconciliation of data used in the actuarial analysis of loss and loss adjustment expense liabilities in Schedule P;

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ALTERR A REINSURANCE USA INC.

• A review of the Company's claims handling procedures and processes used to estimate loss and LAE liabilities for asbestos, environmental, and other mass tort exposures; and

• A review of the Company's reserve segments that may increase the risk that actual losses or other contractual payments refleded in the corresponding reserves will be greater than the carried liabilities.

An assessment of pricing and underwriting risk including but not limited to:

• Meetings with Company management responsible for establishing pricing and underwriting practices/policies;

• A review of the Company's frequency of and process for reporting pricing and underwriting considerations to management;

• A review of the Company's adua;-ial proc~5S for development of rate indications with respect to the appropriateness of methodologies and the quality of assumptions, including but not limited to trend, loss development, expenses, catastrophes, large losses, and profit; and

• A high level evaluation of the Company's price monitoring processes and controls.

An assessment of liquidity risk including but not limited to:

• Participating in interviews with Company management responsible for managing exposure due to catastrophic loss and risk concentration, including but not limited to claims for property, workers' compensation, and liability exposure; and

• A review of reporting assessments to management and the controls to mitigate those risks.

Conclusion

Based upon the risk-based assessment and review, no material findings were noted which affected the Company's ability to manage its reserving, pricing, underwriting, and liquidity risks.

COMMON CAPITAL STOCK $5,000,000

As of December 31, 2011, there were 50,000 shares of common capital stock authorized, with 50,000 issued and outstandina, having a par value of $100 per share. All the issued shares are owned by Alterra USA.

GROSS PAID IN AND CONTRIBUTED SURPLUS $645.219,871

The following exhibit reflects the balance of this account during the five-year period under reVIew:

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Page 17: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REINSuRANCE USA INC.

2011 $645,219,871 2010 $640,555,408 2009 $505,885,678 2008 $503,176,855 2007 $500,655,867

The Company did not distribute any stockholder dividends for the years under examination. In 2010, the Company's parent made a capital contribution in the amount of$134,669,730.

UNASSIGNED FUNDS (SURPLU~) $26.257,061

The following is a reconciliation of this account for the period under examination:

Unassigned Funds (Surplus) as of December 31, 2006 $1,059,727

Net income 13,107,346

Change in net unrealized capital gains or (losses) 265,400

Change in net deferred income tax 22,486,099

Change in non-admitted assets (including examination adjustments) (10,281,304)

Aggregate write-ins for gains and losses in surplus (380,207)

Change in surplus 25,197,334

Unassigned Funds (Surplus) as of December 31, 2011 $26.257,061

Su.BSEQUENTEVENTS

The Company converted its reinsurance, claims, and reserves administration system from RSG to ERMS with an actual conversion date of August 1,2012. Internal Audit performed a review of the conversion and prepared a report with the conclusion that all relevant controls were in place and operating effectiVely and that all material risks had been appropriately considered with no exceptions.

Also in 2012, the Company switched from BlackRock to Bank of New York for investment reporting and transaction maintenance.

On December 19,2012, a formal announcement was made that Markel Corporation (Markel) (a Virginia based diversified financiRl service company which currently writes primarily excess/surplus and specialty admitted lines of business), entered into a definitive merger agreement with Alterra (and all su"bsidiaries including the Company), whereby each issued and outstanding Alterra common sh1re (other than any Alterra common shares with respect to which appraisal rights have been duly exercised under Bermuda law), will automatically be converted into the right to rect:ive (a) 0.04315 validly issued, fully paid and non­assessable shares of Markel voting common stock, without par value, together with any cash paid in lieu of fractional shares, anJ (h) $10.00 in cash, without interest. A subsidiary of Markel will merge with and into Altt:rra, with Alterra surviving as a wholly owned subsidiary of Markel. Markel executive and st:nior management will remain in place with

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ALTERRA RBINSURANCE USA INC.

key Alterra management and underwriters retained. A Form A has been filed with the Department. Pending shareholder agreement and regulatory approvals, this transaction is expected to close in the first halfof20l3.

CONCLUSION

The results of this examination disclosed that as of December 31, 2011, the Company had admitted assets of $1,177,667,376, liabilities of $501,190,444, and surplus as regards policyholders of $676,476,932. During the period under examination, admitted assets increased $1,156,100,164, liabilitieti increased $500,682,959, and surplus as regards policyholders increased $655,417,205.

It was determined that the Company's assets were fairly stated, in accordance with guidance outlined in the NAIC Accounting Practices and Procedures Manual. Assets were acceptable under Section 38a-l02 of the CGS. The liabilities established were adequate to cover the Company's obligations to policyholders.

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Page 19: STATE OF CONNECTICUT - catalog.state.ct.us OF CONNECTICUT INSURANCE DEPARTMENT ... 1999, under the laws of Bermuda. Prior to the amalgamation, Alterra Re's ultimate parent was Harbf)r

ALTERRA REINSURANCE USA INC.

SIGNATURE

In addition to the undersigned, Kent Krajick, CFE, Mark Murphy, CFE, Ken Roulier, AFE, CISA, AES, Alan Sundell, AFE, Susan Gozzo Andrews, FCAS, MAAA, RPLU+ of the Department, and the professional services firms of lennan, OW, and INS participated in this examination.

I, Gerald Burke, CFE, do solemnly swear that the foregoing report of examination is hereby represented to be a full and true statement of the condition and affairs of the subject insurer as of December 31, 2011, to the best of my information, knowledge and belief.

Respectfully submitted,

Gerald Burke, CFE Examiner-In-Charge State of Connecticut Insurance Department

State of Connecticut ss }, II' ,'i '\-·_·,-L, I A I C"'" '\ ~

County of Hartford

Subscribed and s~om before me, NJ 1\ (A \ J ~ ') I))e \1' \J(Notary Public, on this .. !) 5\! I.

___ day of fc hI" U [L U\ ,2013. ,)

'~.£'..L 'J lJ ./2 .' /UL<'J _

/Notary Pub'c fthe Superior Court '~-...._-"_. __.-.... .. ..--/

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