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): January 25, 2015‎

PartnerRe Ltd.

(Exact Name of Registrant as Specified in Its Charter)

	Bermuda
	(State or Other Jurisdiction of Incorporation or Organization)
001-14536		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)
Wellesley House South, 90 Pitts Bay Road, Pembroke, Bermuda		HM 08
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (441) 292-0888

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

On January 25, 2015, PartnerRe Ltd. issued a press release reporting its preliminary 2014 fourth quarter results. A copy of the press release, as well as a reconciliation of certain non-GAAP financial measures, are attached as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and are hereby incorporated by reference to this Item 2.02.

The foregoing information in this Form 8-K and exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section, nor shall such information be deemed incorporated by reference in 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 filing.

Item 9.01     Financial Statements and Exhibits

Exhibit No.‎	‎Description
‎99.1	Press Release of PartnerRe Ltd., dated January 25, 2015
99.2	‎Reconciliation of Certain Non-GAAP Financial Measures

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.‎

		PartnerRe Ltd.‎‎ (Registrant)‎
Date:	January 26, 2015	By:	/s/ Marc Wetherhill
			Name:	Marc Wetherhill
			Title:	Chief Legal Counsel

‎

Exhibit Index

Exhibit No.‎	‎Description
‎99.1	Press Release of PartnerRe Ltd., dated January 25, 2015
99.2	‎Reconciliation of Certain Non-GAAP Financial Measures

EX-99.1

Exhibit 99.1

News Release

PartnerRe Ltd. Provides Information on Expected Fourth Quarter 2014 Results

PEMBROKE, Bermuda, January 25, 2015 — PartnerRe Ltd. (NYSE: PRE) today announced information on its expected results for the fourth quarter of 2014, which are as follows:

• Fourth Quarter Operating Earnings between $210 million and $230 million

• Fourth Quarter Operating Earnings per diluted share between $4.20 and $4.60

• Fourth Quarter Annualized Operating ROE between 15.4% and 16.9%

• Diluted Book Value between $126.04 and $126.44 per share

• Diluted Tangible Book Value between $114.59 and $114.99 per share

PartnerRe will report final 2014 results for the fourth quarter and full year after the market close on Wednesday, February 4, 2015.

The Company has posted a reconciliation on its website www.partnerre.com in the Financial Information section of the Investor Relations page under Supplementary Financial Data, which reconciles the non-GAAP financial measures contained within this News Release to the nearest comparable GAAP financial measure.

The Company will hold a dial-in conference call and question and answer session with investors at 10 a.m. Eastern on Thursday, February 5, 2015. Investors and analysts are encouraged to call in 15 minutes prior to the commencement of the call. The conference call can be accessed by dialing (800)-227-9428 or, from outside the United States, by dialing (785)-830-1925. The media are invited to listen to the call live over the Internet on the Investor Relations section of PartnerRe’s web site www.partnerre.com. To listen to the webcast, please log on to the broadcast at least five minutes prior to the start.

PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com  

News Release

_________________________________________

Net income/loss per share is defined as net income/loss attributable to PartnerRe common shareholders divided by the weighted average number of fully diluted shares outstanding for the period. Net income/loss attributable to PartnerRe common shareholders is defined as net income/loss attributable to PartnerRe less preferred dividends and loss on redemption of preferred shares.

Operating earnings/loss is defined as net income/loss available to PartnerRe common shareholders excluding certain after-tax net realized and unrealized gains/losses on investments, after-tax net foreign exchange gains/losses, the loss on redemption of preferred shares, certain after-tax interest in earnings/losses of equity method investments and certain after-tax withholding tax on inter-company dividends (included in other expenses). Operating earnings/loss per share is defined as operating earnings/loss divided by the weighted average number of fully diluted shares outstanding for the period.

The Company uses operating earnings, diluted operating earnings per share and annualized operating return on beginning diluted book value per common and common share equivalents outstanding to measure performance, as these measures focus on the underlying fundamentals of our operations without the impact of after-tax net realized and unrealized gains/losses on investments (except where the Company has made a strategic investment in an insurance or reinsurance related investee), after-tax net foreign exchange gains/losses, the after-tax interest in earnings/losses of equity method investments (except where the Company has made a strategic investment in an insurance or reinsurance related investee and where the Company does not control the investees activities) and the impact of after-tax withholding tax on certain inter-company dividends (included in other expenses).

The Company calculates Tangible Book Value using common shareholders’ equity attributable to PartnerRe less goodwill and intangible assets, net of tax. The Company calculates Diluted Tangible Book Value per Common Share using Tangible Book Value divided by the number of PartnerRe common shares and common share equivalents outstanding. The Company uses these measures as the basis for its prime measure of long-term financial performance (annualized growth in Diluted Tangible Book Value per Common Share plus dividends).

_____________________________________________

PartnerRe Ltd. is a leading global reinsurer, providing multi-line reinsurance to insurance companies. The Company, through its wholly owned subsidiaries, also offers capital markets products that include weather and credit protection to financial, industrial and service companies. Risks reinsured include property, casualty, motor, agriculture, aviation/space, catastrophe, credit/surety, engineering, energy, marine, specialty property, specialty casualty, multi-line and other lines in its Non-life operations, mortality, longevity and accident and health in its Life and Health operations, and alternative risk products. For the year ended December 31, 2013,

PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com

News Release

total revenues were $5.5 billion. At September 30, 2014, total assets were $23.2 billion, total capital was $7.8 billion and total shareholders’ equity attributable to PartnerRe was $7.0 billion.

PartnerRe on the Internet: www.partnerre.com

Forward-looking statements contained in this press release are based on the Company’s assumptions and expectations concerning future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. PartnerRe’s forward-looking statements could be affected by numerous foreseeable and unforeseeable events and developments such as exposure to catastrophe, or other large property and casualty losses, credit, interest, currency and other risks associated with the Company’s investment portfolio, adequacy of reserves, levels and pricing of new and renewal business achieved, changes in accounting policies, risks associated with implementing business strategies, and other factors identified in the Company’s filings with the Securities and Exchange Commission. In light of the significant uncertainties inherent in the forward-looking information contained herein, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made. The Company disclaims any obligation to publicly update or revise any forward-looking information or statements.

Contacts:	PartnerRe Ltd.	Sard Verbinnen & Co.
	(441) 292-0888	(212) 687-8080
	Investor Contact: Robin Sidders	Drew Brown/Daniel Goldstein
	Media Contact: Celia Powell

PartnerRe Ltd. Wellesley House, 5th Floor 90 Pitts Bay Road Pembroke, Bermuda HM 08 Telephone +1 441 292 0888 Fax +1 441 292 6080 www.partnerre.com

EX-99.2

Exhibit 99.2

Reconciliation of Non-GAAP Financial Measures Contained Within PartnerRe Ltd.’s January 25, 2014 News Release to the Most Comparable GAAP Financial Measures

The presentation of operating earnings or loss attributable to PartnerRe Ltd. (PartnerRe) common shareholders (operating earnings) is a non-GAAP financial measure within the meaning of Regulation G and should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. The table below provides a reconciliation of operating earnings to the most comparable GAAP financial measure for the three months ended December 31, 2014 (in millions of U.S. dollars):

Net income attributable to PartnerRe common shareholders	$	255 – 275
Less:
Net realized and unrealized investment gains, net of tax(2)		82
Net foreign exchange losses, net of tax(2)		(29)
Interest in losses of equity method investments, net of tax(2)		(2)
Withholding tax on inter-company dividends, net of tax(2)		(6)
Operating earnings attributable to PartnerRe common shareholders(1)	$	210 – 230

(1) Operating earnings is calculated as net income or loss available to common shareholders excluding net realized and unrealized gains or losses on investments, net of tax, net foreign exchange gains or losses, net of tax, interest in earnings or losses of equity investments, net of tax, where the Company does not control the investee companies’ activities, withholding tax on certain inter-company dividends (included in other expenses), net of  tax and is calculated after preferred dividends. The presentation of diluted operating earnings is a non-GAAP financial measure within the meaning of Regulation G and is reconciled to the nearest GAAP financial measure above.

(2) Amounts represent Management’s best estimate.

The presentation of operating earnings or loss per common share and common share equivalents outstanding (diluted operating EPS) is a non-GAAP financial measure within the meaning of Regulation G and should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. The table below provides a reconciliation of diluted operating EPS to the most comparable GAAP financial measure for the three months ended December 31, 2014 (in U.S. dollars):

Diluted net income per common share	$	5.09 – 5.49
Less:
Net realized and unrealized investment gains, net of tax(2)		1.64
Net foreign exchange losses, net of tax(2)		(0.60)
Interest in losses of equity method investments, net of tax(2)		(0.03)
Withholding tax on inter-company dividends, net of tax(2)		(0.12)
Diluted operating earnings per common share(1)	$	4.20 – 4.60

(1) Diluted operating EPS is calculated as net income or loss available to common shareholders excluding net realized and unrealized gains or losses on investments, net of tax, net foreign exchange gains or losses, net of tax, interest in earnings or losses of equity investments, net of tax, where the Company does not control the investee companies’ activities, withholding tax on certain inter-company dividends (included in other expenses), net of  tax and is calculated after preferred dividends. The presentation of diluted operating EPS is a non-GAAP financial measure within the meaning of Regulation G and is reconciled to the nearest GAAP financial measure above.

(2) Amounts represent Management’s best estimate.

The presentation of annualized operating return on beginning diluted book value per common share and common share equivalents outstanding (Annualized Operating ROE) is a non-GAAP financial measure within the meaning of Regulation G and should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. The table below provides a reconciliation of the annualized operating ROE to the most comparable GAAP financial measure for the three months ended December 31, 2014:

Annualized return on net income attributable to PartnerRe common shareholders	18.6 – 20.1	%
Less:
Annualized return on net realized and unrealized investment gains, net of tax(2)	6.0
Annualized return on net foreign exchange losses, net of tax(2)	(2.2	)
Annualized return on interest in losses of equity method investments, net of tax(2)	(0.1	)
Annualized return on withholding tax on inter-company dividends, net of tax(2)	(0.5	)
Annualized return on operating earnings attributable to PartnerRe common shareholders(1)	15.4 – 16.9	%

(1) Annualized Operating ROE is calculated using diluted operating EPS divided by the Diluted Book Value per PartnerRe common share and common share equivalents outstanding as of the beginning of the year.

(2) Amounts represent Management’s best estimate.

The Company uses operating earnings, diluted operating earnings per share and annualized operating return on beginning diluted book value per common and common share equivalents outstanding to measure performance, as these measures focus on the underlying fundamentals of our operations without the impact of after-tax net realized and unrealized gains/losses on investments (except where the Company has made a strategic investment in an insurance or reinsurance related investee), after-tax net foreign exchange gains/losses, the after-tax interest in earnings/losses of equity method investments (except where the Company has made a strategic investment in an insurance or reinsurance related investee and where the Company does not control the investees activities) and the impact of certain after-tax withholding tax on inter-company dividends (included in other expenses).

The presentation of diluted tangible book value per common share and common share equivalents outstanding (diluted tangible book value per common share) is a non-GAAP financial measure within the meaning of Regulation G and should be considered in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. The table below provides a reconciliation of tangible book value per common share to the most comparable GAAP financial measure at December 31, 2014 (in millions of U.S. dollars):

Diluted book value per common share and common share equivalents outstanding	$	126.04 -126.44
Less:
Goodwill and other intangible assets, net of tax(2)		(11.45)
Diluted tangible book value per common share(1)	$	114.59 - 114.99

(1) Diluted book value per common share and common share equivalents outstanding (diluted book value per share) is calculated using common shareholders’ equity attributable to PartnerRe Ltd. (total shareholders’ equity less noncontrolling interests and the aggregate liquidation value of preferred shares) divided by the number of common shares and common share equivalents outstanding (assuming exercise of all stock-based awards and other dilutive securities).

(2) Amount represents Management’s best estimate.

The Company uses diluted tangible book value per common share as the basis for its prime measure of long-term financial performance (annualized growth in diluted tangible book value per common share plus dividends).