-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EDXoSraGTEfHJmE8xxuncJYpb6QveXl0cfXGlcWXezlPVuL2cLCt3yUt1J8jTyZq 2brDaWafNdaT2ks0+S/O+A== 0000950162-04-001222.txt : 20041102 0000950162-04-001222.hdr.sgml : 20041102 20041102092357 ACCESSION NUMBER: 0000950162-04-001222 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: XL CAPITAL LTD CENTRAL INDEX KEY: 0000875159 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980191089 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10804 FILM NUMBER: 041111726 BUSINESS ADDRESS: STREET 1: XL HOUSE STREET 2: ONE BERMUDIANA ROAD CITY: HAMILTON HM11 BERMUD STATE: D2 BUSINESS PHONE: 4412928515 MAIL ADDRESS: STREET 1: CAHILL GORDON & REINDEL(IMMANUEL KOHN) STREET 2: 80 PINE STREET CITY: NEW YORKI STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: EXEL LTD DATE OF NAME CHANGE: 19950720 8-K 1 xl8k1102048k.txt FORM 8-K ================================================================================ 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): November 1, 2004 ------------------------ XL CAPITAL LTD (Exact name of registrant as specified in its charter) ------------------------ Cayman Islands 1-10809 98-0191089 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) XL House, One Bermudiana Road, Hamilton, Bermuda HM 11 (Address of principal executive offices) Registrant's telephone number, including area code: (441) 292 8515 Not Applicable (Former name or former address, if changed since last report) ------------------------ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. The following information is being furnished under Item 2.02, "Results of Operations and Financial Condition." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On November 1, 2004, XL Capital Ltd issued the press release attached as Exhibit 99.1 and incorporated by reference herein announcing the results for the third quarter of 2004. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed herewith: Exhibit No. Description ---------- ------------ 99.1 Press Release ("XL CAPITAL LTD REPORTS THIRD QUARTER 2004 NET INCOME OF $22.5 MILLION, OR $0.16 PER ORDINARY SHARE") dated November 1, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 1, 2004 XL CAPITAL LTD (Registrant) By: /s/ Jerry de St. Paer --------------------------------------------- Name: Jerry de St. Paer Title: Executive Vice President and Chief Financial Officer EX-99.1 2 xl8k110204ex99-1.txt PRESS RELEASE Exhibit 99.1 [XL Capital Logo Omitted] XL Capital Ltd XL House One Bermudiana Road P. O. Box HM 2245 Hamilton HM JX Bermuda Phone: (441) 292-8515 Fax: (441) 292-5280 NEWS RELEASE Contact: Scott C. Hoy Roger R. Scotton Investor Relations Media Contact (441) 294-7201 (441) 294-7165 XL CAPITAL LTD REPORTS THIRD QUARTER 2004 NET INCOME OF $22.5 MILLION, OR $0.16 PER ORDINARY SHARE HAMILTON, BERMUDA, November 1, 2004 -- XL Capital Ltd ("XL" or the "Company") (NYSE: XL) today reported net income available to ordinary shareholders for the quarter ended September 30, 2004 of $22.5 million, or $0.16 per ordinary share, compared with $99.0 million, or $0.71 per ordinary share, for the quarter ended September 30, 2003. Results for the 2004 third quarter include the impact of a net $420.1 million after-tax charge related to hurricane activity during the quarter. 'Net loss excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax', for the quarter was $15.4 million, or a loss of $0.11 per ordinary share, compared with net income of $124.1 million, or $0.90 per ordinary share, for the year ago quarter. See below for a reconciliation of 'net income (loss) excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax' to net income available to ordinary shareholders. For the nine months ended September 30, 2004, net income available to ordinary shareholders increased 22% over the year ago period to a record $838.2 million, or $6.05 per ordinary share. 'Net income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax' for the nine month period was $622.3 million, or $4.49 per ordinary share, a decrease of 3% compared with the year ago period. Annualized return on ordinary shareholders' equity on the same basis was 12.5%, compared with 13.3% for the nine months to September 30, 2003. "In a quarter that witnessed unprecedented natural catastrophe activity, XL delivered solid underlying results," commented Brian O'Hara, President and Chief Executive Officer of XL. "The combined ratio from our general operations, excluding hurricane-related losses, was 86.7% reflecting the strength of our underwriting discipline and the continued generally healthy market conditions. The combination of our global presence, diversified product expertise and ratings strength allows us to continue to see attractive market opportunities, although we have selectively reduced writings in certain lines where price competition has become aggressive." "Cash flow from operations, net invested assets and net investment income all recorded solid increases over year ago levels. Our affiliate investments also delivered particularly strong results in the quarter, benefiting from the IPO's of Admiral Group and Primus Guaranty and the sale of our 30% stake in Pareto Partners. These events, combined, contributed income of $100.9 million after-tax in the quarter." Third Quarter 2004 Highlights (versus third quarter of 2003, unless noted): o Net premiums written from general operations decreased 9% to $1.4 billion o Combined ratio from general operations was 110.6%. Excluding hurricane-related losses, the combined ratio was 86.7% o Net investment income increased 33% to $253.1 million o Cash flow from operations was $1.1 billion, or $1.4 billion including structured and spread transactions o Total net invested assets were $30.3 billion, up 19% from December 31, 2003 o Total assets of $46.8 billion, increased 15% from December 31, 2003 o Book value per ordinary share of $49.45, increased 6% from $46.74 at December 31, 2003 SEGMENT HIGHLIGHTS: Insurance Operations Underwriting loss for the quarter was $83.7 million, compared with underwriting profit of $119.6 million in the prior year quarter. Net premium written increased 3% compared with the 2003 third quarter to $897.9 million, as the impacts of price decreases, the non-renewal of certain portfolios and ceded reinstatement premiums related to hurricane losses in the quarter, were offset by new business and favorable foreign exchange movement. The loss ratio increased 21.8 points, compared with the 2003 third quarter, to 83.2%, with hurricane-related net losses of $188.0 million contributing 18.3 points and prior period net reserve strengthening, relating primarily to European excess professional lines, contributing $89.0 million or 8.3 points. The underwriting expense ratio of 27.3% was essentially flat compared with the same period last year. Reinsurance Operations General Operations - Underwriting loss for the quarter was $78.3 million compared with a loss of $74.5 million in the 2003 third quarter. The prior year quarter included a $184 million pre-tax charge for adverse development primarily related to North American casualty reinsurance business written in the 1997-2001 period. Net premium written decreased 24% to $511.4 million compared with the 2003 third quarter, driven primarily by the timing of renewals of several large policies and the non-renewal of certain programs in Latin America. The loss ratio of 83.7% in the quarter included $258.7 million, or 31.6 points of hurricane-related losses. Excluding the impact of these hurricanes, the loss ratio was 52.1%, the lowest level recorded in this segment in XL's history. The underwriting expense ratio decreased slightly compared with the year ago period to 27.0% from 27.9%. Life and Annuity Operations - Income from Life and Annuity operations for the quarter more than doubled compared with the 2003 third quarter to $14.1 million. Net premiums written increased 20% to $72.7 million, due primarily to further premium generated by several term assurance treaties entered into in the fourth quarter of 2003. Net investment income increased 61% to $57.2 million driven by a 56% increase in net invested assets to $4.1 billion related to several large annuity contracts written since the third quarter of last year. Financial Products and Services Operations Financial Operations - Contribution in the quarter was a loss of $6.7 million, a decrease of $19.9 million compared with the 2003 third quarter. Net premiums written decreased 41% compared with the 2003 third quarter driven primarily by a lower level of large, upfront premium transactions written compared with the prior year quarter and generally more competitive market conditions. During the quarter, the Company recorded a loss on an insured project financing structure which added $41.7 million to net losses and $23.3 million to net premiums earned. Life and Annuity Operations - Income in the quarter decreased $8.0 million compared with the prior year quarter to a loss of $4.8 million, as higher claims and policy benefits costs more than offset higher net investment income less related interest expense. The total average balance of funding agreements and municipal reinvestment contracts increased $1.7 billion compared with the 2003 third quarter to $3.1 billion. Corporate Items Net investment income for the quarter increased 33% over the 2003 third quarter to $253.1 million driven primarily by 28% year-over-year growth in invested assets. Net income from investment affiliates increased $21.0 million over the prior year quarter to $47.3 million, with continuing good performance in the financial results of investment managers where the Company holds minority interests, combined with a $35.4 million gain related to the sale of the Company's 30% stake in Pareto Partners, offsetting generally weaker performance from our affiliate funds investments. Net realized gains on investments were $57.0 million in the quarter compared with losses of $8.7 million in the third quarter of 2003. Net unrealized gains on investments, net of tax, were $488.6 million at September 30, 2004 compared with $158.6 million at June 30, 2004. Total operating expenses in the quarter were $271.9 million, up 27% from the prior year quarter. This increase was driven primarily by costs associated with new business initiatives, the continuing build-out of the Company's operations globally, work related to complying with Sarbanes-Oxley requirements, and the impact of foreign exchange movement. # # # The Company will host a conference call to discuss its third quarter 2004 results on Tuesday, November 2 at 10:00 Eastern Time. A live webcast of this call will be available at www.xlcapital.com and will be archived on XL's website from approximately 1:00 p.m. Eastern Time on November 2, 2004 through midnight Eastern Time on December 2, 2004. A telephone replay of the conference call will be available beginning at 1:00 p.m. Eastern Time on November 2, 2004 until 8:00 p.m. Eastern Time on November 9, 2004 by dialing (201) 612-7415 (account number: 7716 and conference I.D. number: 118726). An unaudited financial supplement relating to the Company's 2004 third quarter results is available on its website at www.xlcapital.com. XL Capital Ltd, through its operating subsidiaries, is a leading provider of insurance and reinsurance coverages and financial products and services to industrial, commercial and professional service firms, insurance companies and other enterprises on a worldwide basis. This presentation contains forward-looking statements that involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates, and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the size of XL's claims relating to the hurricane losses described above may change due to the preliminary nature of some of the reports and estimates of loss and damage to date; (b) greater frequency or severity of claims and loss activity than XL's underwriting, reserving or investment practices anticipate based on historical experience or industry data; (c) developments in the world's financial and capital markets which adversely affect the performance of XL's investments or access to such markets; (d) changes in general economic conditions, including foreign currency exchange rates, inflation and other factors; and (e) the other factors set forth in XL's most recent reports on Form 10-K, Form 10-Q, and other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise. XL CAPITAL LTD SUMMARY CONSOLIDATED FINANCIAL DATA (U.S. dollars in thousands)
Three Months Ended Nine Months Ended Income Statement Data: Sept 30 Sept 30 (Unaudited) (Unaudited) 2004 2003 2004 2003 ---- ---- ---- ---- Revenues: Gross premiums written - general operations $2,014,643 $2,108,611 $7,566,171 $6,954,698 - life and annuity operations 97,884 88,988 1,206,804 276,201 - financial operations 59,605 91,642 191,282 242,674 Net premiums written - general operations 1,409,287 1,543,903 5,932,776 5,295,391 - life and annuity operations 97,160 84,296 1,206,213 245,312 - financial operations 52,748 89,585 176,932 238,047 Net premiums earned - general operations 1,867,284 1,663,713 5,272,434 4,565,120 - life and annuity operations 97,378 86,428 1,208,358 249,681 - financial operations 56,471 35,307 123,083 98,087 Net investment income 253,076 190,763 716,599 573,218 Net realized gains (losses) on investments 57,015 (8,693) 181,115 80,331 Net realized and unrealized (losses) gains on derivative instruments (19,587) (28,346) 34,150 (26,110) Net income from investment affiliates 47,283 26,240 144,392 87,344 Fee and other income 10,811 3,920 25,870 25,989 ----------- ----------- ---------- ---------- $2,369,731 $1,969,332 $7,706,001 $5,653,660 ----------- ----------- ---------- ---------- Expenses: Net losses and loss expenses incurred $1,609,126 $1,173,558 $3,672,980 $2,996,387 Claims and policy benefit reserves 127,947 99,954 1,268,519 302,737 Acquisition costs 341,010 323,913 965,688 862,775 Operating expenses 271,852 213,311 764,868 597,738 Exchange (gains) losses (27,837) (4,076) (22,648) (30,130) Interest expense 71,712 49,671 166,730 142,093 Amortization of intangible assets 3,256 375 9,770 1,125 ----------- ----------- ---------- ---------- $2,397,066 $1,856,706 $6,825,907 $4,872,725 ----------- ----------- ---------- ---------- Net (loss) income before minority interest, income expense and net (income) loss from insurance and financial affiliates ($27,335) $112,626 $880,094 $780,935 Minority interest 1,097 763 8,041 5,791 Income tax 10,342 14,890 76,875 45,929 Net (income) loss from insurance and financial affiliates (71,326) (12,078) (73,307) 12,487 ----------- ----------- ---------- ---------- Net income from operations $32,552 $109,051 $868,485 $716,728 Preference dividend (10,081) (10,080) (30,241) (30,241) ----------- ----------- ---------- ---------- Net income available to ordinary shareholders $22,471 $98,971 $838,244 $686,487 ----------- ----------- ---------- ----------
XL CAPITAL LTD SUMMARY CONSOLIDATED FINANCIAL DATA (Shares in thousands, except per share amounts)
3 Months Ended 9 Months Ended Income Statement Data (continued): Sept 30 Sept 30 (Unaudited) (Unaudited) 2004 2003 2004 2003 ---- ---- ---- ---- Weighted average number of ordinary shares and ordinary share equivalents : Basic 138,043 136,826 137,800 136,744 Diluted 138,932 138,423 138,511 138,170 Per Share Data : Net income available to ordinary shareholders $0.16 $0.71 $6.05 $4.97 -------- -------- -------- -------- Ratios - General Insurance and reinsurance operations Loss ratio 83.4% 70.3% 68.5% 65.1% Expense ratio 27.2% 27.7% 27.6% 27.3% -------- -------- -------- -------- Combined ratio 110.6% 98.0% 96.1% 92.4% -------- -------- -------- --------
XL CAPITAL LTD SUMMARY CONSOLIDATED FINANCIAL DATA (In thousands, except per share amounts) Balance Sheet Data: As at September 30, As at December 31, 2004 2003 (Unaudited) (Unaudited) ----------------------- ----------------------- Total investments available for sale $25,707,023 $20,775,256 Net payable for investments purchased 244,051 96,571 Cash and cash equivalents 2,267,198 2,403,121 Investments in affiliates 1,987,544 1,903,341 Total assets 46,822,950 40,764,215 Unpaid losses and loss expenses 18,252,435 16,558,788 Deposit liabilities and policy benefit reserves 9,208,047 7,284,179 Notes payable and debt 2,730,990 1,905,483 Total shareholders' equity 7,371,719 6,936,915 Book value per ordinary share $49.45 $46.74
XL CAPITAL LTD RECONCILIATION The following is a reconciliation of the Company's (i) net income to 'net (loss) income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax' (which is a non-GAAP measure, the "Exclusions") and (ii) annualized return on shareholders' equity (based on net income minus the Exclusions) to average ordinary shareholders' equity for the three and nine months ended September 30, 2004 and 2003 (in millions, except per share amounts):
Three Months Ended Nine Months Ended Sept 30 Sept 30 (Unaudited) (Unaudited) 2004 2003 2004 2003 ---- ---- ---- ---- Net income available to ordinary shareholders $ 22.5 $ 99.0 $ 838.2 $ 686.5 Net realized (gains) losses on investments, net of tax (56.5) 7.3 (177.8) (74.8) Net realized and unrealized gains on investment derivatives, net of tax 16.6 16.0 (1.0) 7.5 Net realized and unrealized (gains) losses on credit derivatives, net of tax 2.0 1.8 (37.1) 23.7 ---------- --------- ---------- --------- Net income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax $ (15.4) $ 124.1 $ 622.3 $ 642.9 ========== ========= ========== ========= Per ordinary share results: Net income available to ordinary shareholders $ 0.16 $ 0.71 $ 6.05 $ 4.97 Net (loss) income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax $ (0.11) $ 0.90 $ 4.49 $ 4.65 Weighted average ordinary shares outstanding: Basic 138.0 136.8 137.8 136.7 Diluted 138.9 138.4 138.5 138.2 Return on Ordinary Shareholders' Equity: Average ordinary shareholders' equity $ 6,706.6 $ 6,965.8 $ 6,636.8 $ 6,467.9 Net income excluding net realized gains and losses on investments and net unrealized gains and losses on credit and investment derivative instruments, net of tax $ (15.4) $ 124.1 $ 622.3 $ 642.9 Annualized net income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax $ (61.6) $ 496.4 $ 829.7 $ 857.2 Annualized Return on Ordinary Shareholders' Equity - Net income excluding net realized gains and losses on investments and net unrealized gains and losses on credit and investment derivative instruments, net of tax NM 7.1% 12.5% 13.3% ---------- --------- ---------- ---------
Comment on Regulation G This press release contains the presentation of (i) 'net (loss) income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivatives, net of tax' and (ii) annualized return on ordinary shareholders' equity (based on net income minus the Exclusions) to average ordinary shareholders' equity. These items are "non-GAAP financial measures" as defined in Regulation G. The reconciliation of such measures to the most directly comparable GAAP financial measures in accordance with Regulation G is included above. XL presents its operations in the way it believes will be most meaningful and useful to investors, analysts, rating agencies and others who use XL's financial information in evaluating XL's performance. This presentation includes the use of 'net income excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivatives, net of tax'. Investment derivatives include all derivatives entered into by XL other than weather and energy and credit derivatives (discussed further below). Although the investment of premiums to generate income (or loss) and realized capital gains (or losses) is an integral part of XL's operations, the determination to realize capital gains (or losses) is independent of the underwriting process. In addition, under applicable GAAP accounting requirements, losses can be created as the result of other than temporary declines in value without actual realization. In this regard, certain users of XL's financial information, including certain rating agencies, evaluate earnings before tax and capital gains to understand the profitability of the recurring sources of income without the effects of these two variables. Furthermore, these users believe that, for many companies, the timing of the realization of capital gains is largely opportunistic and are a function of economic and interest rate conditions. In addition, with respect to credit derivatives, because XL generally holds its financial guarantee contracts written in credit default derivative form to maturity, the net effects of the changes in fair value of these credit derivatives are excluded (similar with other companies in the financial guarantee business) as the changes in fair value each quarter are not indicative of underlying business performance of XL's financial guarantee operations. Unlike these credit derivatives, XL's weather and energy derivatives are actively traded (i.e., they are not held to maturity) and are, therefore, not excluded from net income as any gains or losses from this business are considered by management when evaluating and managing the underlying business. In summary, XL evaluates the performance of and manages its business to produce an underwriting profit. In addition to presenting net income (loss), XL believes that showing net income (loss) exclusive of the items mentioned above enables investors and other users of XL's financial information to analyze XL's performance in a manner similar to how management of XL analyzes performance. In this regard, XL believes that providing only a GAAP presentation of net income (loss) makes it much more difficult for users of XL's financial information to evaluate XL's underlying business. Also, as stated above, XL believes that the equity analysts and certain rating agencies who follow XL (and the insurance industry as a whole) exclude these items from their analyses for the same reasons and they request that XL provide this non-GAAP financial information on a regular basis. Return on average ordinary shareholder's equity ("ROE"), excluding net realized gains and losses on investments and net realized and unrealized gains and losses on credit and investment derivative instruments, net of tax (the "Exclusions"), is a widely used measure of any company's profitability. Annualized return on average ordinary shareholders' equity (minus the Exclusions) is calculated by dividing annualized net income minus the Exclusions for any period by the average of the opening and closing ordinary shareholder's equity. The Company establishes target ROE's for its total operations, segments and lines of business. If the Company's ROE return targets are not met with respect to any line of business over time, the Company seeks to re-evaluate these lines. In addition, the Company's compensation of its senior officers is significantly dependant on the achievement of the Company's performance goals to enhance shareholder value which include ROE. -----END PRIVACY-ENHANCED MESSAGE-----