SEC Comment Letter for ASPEN INSURANCE HOLDINGS LTD (AHL, AHL-PD, AHL-PE, AHL-PF) (CIK 0001267395) (AHL-PD) — Dec 12, 2016
ASPEN INSURANCE HOLDINGS LTD (AHL, AHL-PD, AHL-PE, AHL-PF) (CIK 0001267395)
Date: Dec. 12, 2016 · CIK: 0001267395 · Accession: 0000000000-16-104478
AI Filing Summary & Sentiment
Reasoning
Letter
December 9, 2016 Scott Kirk Chief Financial Officer Aspen Insurance Holdings Ltd 141 Front Street Hamilton, HM 19 Bermuda ASPEN INSURANCE HOLDINGS LTD Form 10-K for Fiscal Year December 31, 2015 Filed February 19, 2016 Form 8-K filed October 26, 2016 File No. 001-31909Re: Dear Mr. Kirk: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for Fiscal Year Ended December 31, 2015 General You disclose on page 7 that the Middle East and Africa are emerging markets in which Aspen Re does business. Syria, located in the Middle East, and Sudan, located in Africa, are designated by the U.S. Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Your Form 10-K does not provide disclosure about those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria and Sudan, whether through subsidiaries, affiliates, brokers, reinsurers, clients or other direct or indirect arrangements. For instance, your disclose that your top three brokers in 2015 were Marsh & McLennan Companies, Inc., Aon plc and Willis Group Holdings. Each of these companies has1.
Scott Kirk Aspen Insurance Holdings Ltd 2 PageDecember 9, 2016 reported insurance business in Syria and Sudan in a publicly available letter submitted to this agency within the past three years. You should describe any products or services you have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control. Please discuss the materiality of any contacts with Syria or Sudan you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria and Sudan.2. Form 8-K filed October 26, 2016 Exhibits In Exhibits 99.1 and 99.2 , you present full non-GAAP statements of income to reconcile your non-GAAP ‘operating income before tax’ to GAAP ‘net income after tax.’, which is inconsistent with updated Compliance and Disclosure Interpretations 102.10 on Non- GAAP Measures issued on May 17, 2016, specifically question 102.10. Please represent to us that you will no longer present full non-GAAP statements of income in future Item 2.02 Form 8-K submissions or elsewhere or tell us how your presentation complies with the updated guidance. Also refer to Instruction 2 to Item 2.02 of Form 8-K which indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.3. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Sasha Parikh, Senior Staff Accountant, at 202-551-3627 or Sharon Blume, Accounting Branch Chief, at 202-551-3474 with other questions. Division of Corporation Finance Office of Healthcare & Insurance
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December 9, 2016
Scott Kirk
Chief Financial Officer
Aspen Insurance Holdings Ltd
141 Front Street
Hamilton, HM 19
Bermuda
ASPEN INSURANCE HOLDINGS LTD
Form 10-K for Fiscal Year December 31, 2015
Filed February 19, 2016
Form 8-K filed October 26, 2016
File No. 001-31909Re:
Dear Mr. Kirk:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2015
General
You disclose on page 7 that the Middle East and Africa are emerging markets in which
Aspen Re does business. Syria, located in the Middle East, and Sudan, located in Africa,
are designated by the U.S. Department of State as state sponsors of terrorism, and are
subject to U.S. economic sanctions and export controls. Your Form 10-K does not
provide disclosure about those countries. Please describe to us the nature and extent of
any past, current, and anticipated contacts with Syria and Sudan, whether through
subsidiaries, affiliates, brokers, reinsurers, clients or other direct or indirect arrangements.
For instance, your disclose that your top three brokers in 2015 were Marsh & McLennan
Companies, Inc., Aon plc and Willis Group Holdings. Each of these companies has1.
Scott Kirk
Aspen Insurance Holdings Ltd
2 PageDecember 9, 2016
reported insurance business in Syria and Sudan in a publicly available letter submitted to
this agency within the past three years. You should describe any products or services you
have provided to Syria and Sudan, directly or indirectly, and any agreements, commercial
arrangements, or other contacts with the governments of those countries or entities they
control.
Please discuss the materiality of any contacts with Syria or Sudan you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders. You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period. Also, address
materiality in terms of qualitative factors that a reasonable investor would deem important
in making an investment decision, including the potential impact of corporate activities
upon a company’s reputation and share value. Various state and municipal governments,
universities, and other investors have proposed or adopted divestment or similar
initiatives regarding investment in companies that do business with U.S.-designated state
sponsors of terrorism. You should address the potential impact of the investor sentiment
evidenced by such actions directed toward companies that have operations associated
with Syria and Sudan.2.
Form 8-K filed October 26, 2016
Exhibits
In Exhibits 99.1 and 99.2 , you present full non-GAAP statements of income to reconcile
your non-GAAP ‘operating income before tax’ to GAAP ‘net income after tax.’, which is
inconsistent with updated Compliance and Disclosure Interpretations 102.10 on Non-
GAAP Measures issued on May 17, 2016, specifically question 102.10. Please represent
to us that you will no longer present full non-GAAP statements of income in future Item
2.02 Form 8-K submissions or elsewhere or tell us how your presentation complies with
the updated guidance. Also refer to Instruction 2 to Item 2.02 of Form 8-K which
indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.3.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Sasha Parikh, Senior Staff Accountant, at 202-551-3627 or Sharon
Blume, Accounting Branch Chief, at 202-551-3474 with other questions.
Division of Corporation Finance
Office of Healthcare & Insurance