Summary

• Fairfax Financial Holdings Limited is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management.
• Fairfax’s insurance and reinsurance companies operate on a decentralized basis, with autonomous management teams applying a focused underwriting strategy to their markets
• Since 1985, investments have been centrally managed for all of the Fairfax group companies by Hamblin Watsa Investment Counsel Ltd
• Fairfax has a strong foothold in the growing insurance and reinsurance markets of Southeast Asia, Eastern Europe, the Middle East, and Brazil.

Company Overview

Fairfax Financial Holdings Limited (TSX:FFH, OTC:FRFHF) is a holding company which, through its subsidiaries, is primarily engaged in property and casualty insurance and reinsurance and the associated investment management. Fairfax’s corporate objective is to achieve a high rate of return on invested capital and build long-term shareholder value. Fairfax seeks to differentiate itself by combining disciplined underwriting with the investment of its assets on a total return basis, which Fairfax believes provides above-average returns over the long-term.¹

Fairfax was founded in 1985 by the present Chairman and Chief Executive Officer, V. Prem Watsa. The company has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.

Fairfax’s insurance and reinsurance companies operate on a decentralized basis, with autonomous management teams applying a focused underwriting strategy to their markets. Fairfax subsidiaries provide a full range of property and casualty products, maintaining a diversified portfolio of risks across all classes of business, geographic regions, and types of insureds.

Since 1985, investments have been centrally managed for all of the Fairfax group companies by Hamblin Watsa Investment Counsel Ltd. (www.hwic.ca), a wholly-owned subsidiary of Fairfax. Hamblin Watsa emphasizes a conservative value investment philosophy, seeking to invest assets on a total return basis, which includes realized and unrealized gains over the long-term.

Global Coverage

Fairfax, through its subsidiaries, has an international insurance and reinsurance business which has a global underwriting reach with longstanding relationships and a broad product range. At each of its subsidiaries there is an experienced management team focused on underwriting discipline and prudent reserving.

Fairfax looks to expand internationally in regions with significant upside growth potential and relatively low insurance and reinsurance penetration. Fairfax has a strong foothold in the growing insurance and reinsurance markets of Southeast Asia, Eastern Europe, the Middle East, and Brazil. Management at these companies are committed to Fairfax’s goals of underwriting profitability.

Insurance and Reinsurance

Northbridge Financial, based in Toronto, Canada, provides property and casualty insurance products in the Canadian market through its Northbridge and Federated subsidiaries. It is one of the largest commercial property and casualty insurers in Canada based on gross premiums written. In 2021, Northbridge’s net premiums written were Cdn$2,403.0 million (approximately US$1,917 million). At year-end, the company had statutory equity of Cdn$1,975.3 million (approximately US$1,564 million) and there were 1,719 employees.

Odyssey Group, based in Stamford, Connecticut, underwrites treaty and facultative reinsurance and specialty insurance, with principal locations in the United States, Toronto, London, Paris, Singapore and Latin America. In 2021, Odyssey Group’s net premiums written were US$4,849.4 million. At year-end, the company had shareholders’ equity of US$5,363.8 million and there were 1,243 employees.

Crum & Forster, based in Morristown, New Jersey, is a national commercial property and casualty insurance company in the United States writing a broad range of commercial, principally specialty, coverages. In 2021, Crum & Forster’s net premiums written were US$2,689.3 million. At year-end, the company had statutory surplus of US$1,853.3 million and there were 2,456 employees

Zenith National, based in Woodland Hills, California, is primarily engaged in the workers compensation insurance business in the United States. In 2021, Zenith National’s net premiums written were US$713.0 million. At year-end, the company had statutory surplus of US$708.1 million and there were 1,441 employees.

Brit, based in London, England, is a market-leading global Lloyd’s of London specialty insurer and reinsurer. In 2021, Brit’s net premiums written were US$1,998.3 million. At year-end, the company had shareholders’ equity of US$1,912.1 million and there were 854 employees.

Allied World, based in Pembroke, Bermuda, provides property, casualty and specialty insurance and reinsurance solutions, with principal locations in the United States, Bermuda, London, Singapore and Canada. In 2021, Allied World’s net premiums written were US$3,907.8 million. At year-end, the company had shareholders’ equity of US$4,794.8 million and there were 1,474 employees.

Fairfax Asia

Falcon Insurance, based in Hong Kong, writes property and casualty insurance in niche markets in Hong Kong. In 2021, Falcon’s net premiums written were HKD 556.7 million (approximately US$72 million). At year-end, the company had shareholders’ equity of HKD 776.0 million (approximately US$100 million) and there were 63 employees.

Pacific Insurance, based in Malaysia, writes all classes of general insurance and medical insurance in Malaysia. In 2021, Pacific’s net premiums written were MYR 296.9 million (approximately US$72 million). At year-end, the company had shareholders’ equity of MYR 500.6 million (approximately US$120 million) and there were 413 employees.

AMAG Insurance, based in Indonesia, writes all classes of general insurance in Indonesia. In 2021, AMAG’s net premiums written were IDR 650.2 billion (approximately US$45 million). At year-end, the company had shareholders’ equity of IDR 2,963.5 billion (approximately US$208 million) and there were 746 employees.

Fairfirst Insurance, based in Sri Lanka, writes general insurance in Sri Lanka, specializing in automobile and personal accident lines of business. In 2021, Fairfirst’s net premiums written were LKR 6,324.0 million (approximately US$32 million). At year-end, the company had shareholders’ equity of LKR 7,718.1 million (approximately US$38 million) and there were 954 employees.

Singapore Re, based in Singapore, underwrites general property and casualty reinsurance in the Asian region. In 2021, Singapore Re’s net premiums written were SGD 90.3 million (approximately US$67 million). At year-end, the company had shareholders’ equity of SGD 297.5 million (approximately US$221 million) and there were 71 employees.

Fairfax Central and Eastern Europe

Colonnade Insurance, based in Luxembourg, writes general insurance through its branches in the Czech Republic, Hungary, Slovakia, Bulgaria, Poland and Romania and through its Ukrainian insurance company. In 2021, Colonnade Insurance’s net premiums written were US$175.1 million. At year-end, the company had shareholders’ equity of US$126.5 million and there were 545 employees.

Polish Re, based in Warsaw, writes reinsurance in the Central and Eastern European regions. In 2021, Polish Re’s net premiums written were PLN 531.1 million (approximately US$138 million). At year-end, the company had shareholders’ equity of PLN 340.3 million (approximately US$84 million) and there were 49 employees.

Fairfax Ukraine, which comprises ARX Insurance and Universalna, primarily writes property and casualty insurance in Ukraine. In 2021, Fairfax Ukraine’s net premiums written were UAH 4,582.6 million (approximately US$168 million). At year-end, the company had shareholders’ equity of UAH 1,627.3 million (approximately US$60 million) and there were 1,103 employees.

Fairfax Latin America

Fairfax Brasil, based in São Paulo, writes general insurance in Brazil. In 2021, Fairfax Brasil’s net premiums written were BRL 646.2 million (approximately US$120 million). At year-end, the company had shareholders’ equity of BRL 521.8 million (approximately US$94 million) and there were 231 employees.

Fairfax Latam, based in Miami, writes property and casualty insurance through its operating companies in Chile, Colombia, Argentina and Uruguay. In 2021, Fairfax Latam’s net premiums written were US$234.4 million. At year-end, the company had shareholders’ equity of US$130.7 million and there were 912 employees.

Eurolife General

Eurolife General, based in Greece, writes general insurance in Greece and Romania. In 2021, Eurolife General’s net premiums written were €47.7 million (approximately US$56 million). At year-end, the company had shareholders’ equity of €68.3 million (approximately US$78 million) and there were 229 employees

Insurance and Reinsurance – Other

Bryte Insurance, based in South Africa, writes property and casualty insurance in South Africa and Botswana. In 2021, Bryte Insurance’s net premiums written were ZAR 4.1 billion (approximately US$280 million). At year-end, the company had shareholders’ equity of ZAR 2,272.4 million (approximately US$142 million) and there were 864 employees.

Group Re primarily constitutes the participation by CRC Re, Wentworth and Connemara (all based in Barbados) in the reinsurance of Fairfax’s subsidiaries by quota share or through participation in those subsidiaries’ third party reinsurance programs on the same terms and pricing as third party reinsurers. Group Re also writes third party business. In 2021, Group Re’s net premiums written were US$332.9 million. At year-end, the Group Re companies had combined shareholders’ equity of US$522.7 million.

Life Insurance and Run-off

Eurolife, based in Greece, writes primarily life insurance in Greece and Romania. In 2021, Eurolife’s net premiums written were €180.0 million (approximately US$213 million). At year-end, the company had shareholders’ equity of €450.2 million (approximately US$512 million) and there were 192 employees.

The Resolution Group (TRG), based in Manchester, New Hampshire, manages run-off businesses in the U.S. under the RiverStone name. At year-end, TRG/RiverStone had shareholders’ equity of US$376.1 million and there were 332 employees.

Other

Fairfax India Holdings is a Toronto Stock Exchange-listed investment holding company whose objective is to achieve long term capital appreciation, while preserving capital, by investing in public and private equity securities and debt instruments in India and Indian businesses or other businesses with customers, suppliers or business primarily conducted in, or dependent on, India. At year-end, the company had shareholders’ equity of US$1,477.3 million.

Hamblin Watsa Investment Counsel, founded in 1984 and based in Toronto, provides investment management to the insurance, reinsurance and run-off subsidiaries of Fairfax.

Acquisitions and Divestitures

Odyssey Group

On December 15, 2021 Odyssey Group issued shares representing an aggregate 9.99% equity interest to a subsidiary of Canada Pension Plan Investment Board (“CPPIB”) and OMERS, the pension plan for Ontario’s municipal employees, for cash consideration of $900.0 which was subsequently paid by Odyssey Group as a dividend to Fairfax. The company recorded an aggregate equity gain of $429.1, principally comprised of a dilution gain and the fair value of a call option received, which was presented as other net changes in capitalization in the consolidated statement of changes in equity. The company has the option to purchase the interests of CPPIB and OMERS in Odyssey Group at certain dates commencing in January 2025.²

Brit

On August 27, 2021 Brit issued shares representing a 13.9% equity interest to OMERS for cash consideration of $375.0 which was subsequently paid by Brit as a dividend to Fairfax. The company recorded an aggregate equity gain of $115.4, principally comprised of a dilution gain and the fair value of a call option received, which was presented as other net changes in capitalization in the consolidated statement of changes in equity. The company has the option to purchase OMERS’ interest in Brit at certain dates commencing in October 2023.

During 2020 the company increased its ownership interest in Brit to 100% from 89.3% at December 31, 2019.

Fairfax Asia

On June 17, 2021 the company increased its ownership interest in Singapore Reinsurance Corporation Limited (“Singapore Re”) from 28.2% to 94.0% for $102.9 (SGD 138.0) and subsequently increased its ownership interest to 100%.

Life insurance and Run-off

On August 23, 2021 the company sold its 60.0% joint venture interest in RiverStone Barbados to CVC Capital Partners (“CVC”) for consideration of $695.7, principally comprised of cash of $462.0 and non-voting shares of CVC’s RiverStone Barbados holding company. Prior to completion of the transaction, certain subsidiaries of RiverStone Barbados held investments in various Fairfax subsidiaries and certain other companies. As part of the transaction, on February 8, 2021 the company had entered into Asset Value Loan Notes (“AVLNs”) to guarantee the then approximately $1.3 billion value of the securities to CVC and certain affiliates thereof until such time the securities are purchased by or sold at the direction of Hamblin Watsa, prior to the end of 2022.

On July 14, 2021 the company increased its interest in Eurolife to 80.0% from 50.0% by exercising a call option valued at $127.3 to acquire the joint venture interest of OMERS for cash consideration of $142.7 (€120.7).

On March 31, 2020 the company contributed its wholly owned European Run-off group to RiverStone Barbados, a newly created joint venture entity in which the company received a 60.0% equity interest. The company deconsolidated European Run-off and commenced applying the equity method of accounting to its joint venture interest in RiverStone Barbados.

Fairfax India

On April 29, 2021 Fairfax India sold its 48.8% equity interest in Privi to certain affiliates of Privi’s founders for $164.8 (12.2 billion Indian rupees).

Other

On August 19, 2021 the company sold the operations of Toys “R” Us Canada for consideration of $90.3 (Cdn$115.7).

On August 5, 2021 Mosaic Capital completed a privatization arrangement with a third party purchaser pursuant to which the company principally exchanged its holdings of Mosaic Capital debentures and warrants, and cash of $10.7 (Cdn$13.3), for $130.8 (Cdn$163.3) of newly issued Mosaic Capital 25-year debentures.

During March 2021, Boat Rocker completed an initial public offering for $135.5 (Cdn$170.1) and Farmers Edge completed an initial public offering for $113.8 (Cdn$143.8).

On December 8, 2020 Helios acquired a 45.9% voting and equity interest in Fairfax Africa, which was subsequently renamed Helios Fairfax Partners Corporation.

On July 1, 2020 the company commenced consolidating Farmers Edge, a provider of advanced digital tools to growers and other key participants in the agricultural value chain.

On May 29, 2020 the company completed a reverse acquisition of Horizon North which was subsequently renamed Dexterra Group.

Financial Highlights

Fairfax Financial Holdings Limited announces fiscal year 2021 net earnings of $3,401.1 million ($122.25 net earnings per diluted share after payment of preferred share dividends) compared to fiscal year 2020 net earnings of $218.4 million ($6.29 net earnings per diluted share after payment of preferred share dividends). Book value per basic share at December 31, 2021 was $630.60 compared to $478.33 at December 31, 2020 (an increase of 34.2% adjusted for the $10 per common share dividend paid in the first quarter of 2021).³

"2021 was the best year Fairfax Financial Holdings has had in its history. The company had record net earnings of $3.4 billion and growth in book value per share of 34.2% (adjusted for the $10 per common share dividend paid in the first quarter) to $630.60. At $23.8 billion, its gross premium grew by 25.4% in 2021 or $4.8 billion - essentially all organic and the most in any one year in its history. All of its major insurance and reinsurance companies achieved a combined ratio below 100% for a consolidated combined ratio of 95.0%, despite significant catastrophe losses of $1.1 billion or 7.2 combined ratio points. Core underwriting performance was exceptionally strong with a combined ratio excluding catastrophe losses of 87.8% with continued strong reserving.

"The company's net gains on investments of $3.4 billion included net gains of $2.3 billion on equity exposures and net gains of $1.5 billion on Digit compulsorily convertible preference shares, partially offset by losses on the bond portfolio of $287 million.

"The company ended 2021 in a strong financial position with $1.5 billion in cash and investments in the holding company, its debt to capital ratio reduced to 24.1%, and no significant holding company debt maturities until 2024.

"Throughout 2020 and 2021, I stated publicly that the market price of Fairfax shares was ridiculously cheap. Fairfax Financial Holdings was able to take advantage of this opportunity and on December 29, 2021 the company successfully completed a substantial issuer bid, purchasing and cancelling 2 million shares at a price of $500.00 per share," said Prem Watsa, Chairman and Chief Executive Officer.

Highlights

Net premiums written by the property and casualty insurance and reinsurance operations increased by 21.0% (25.8% adjusted for loss portfolio transfers completed at Crum & Forster and Brit in the fourth quarter of 2021) to $17,809.4 million from $14,717.7 million, while gross premiums written increased by 25.4%.

The consolidated combined ratio of the property and casualty insurance and reinsurance operations was 95.0%, producing an underwriting profit of $801.2 million despite catastrophe losses of $1,148.1 million (representing 7.2 combined ratio points), compared to a combined ratio of 97.8% and an underwriting profit of $309.0 million in 2020. The property and casualty insurance and reinsurance operations continued to experience net favourable prior year reserve development, with a benefit of $355.6 million or 2.2 combined ratio points.

Operating income of the property and casualty insurance and reinsurance operations increased to $1,567.0 million from $915.8 million, reflecting higher underwriting profit and share of profit of associates, partially offset by lower interest and dividends.

Float of the property and casualty insurance and reinsurance operations increased by 14.2% to $25,936.8 million at December 31, 2021 from $22,705.0 million at December 31, 2020.

Operating loss of the Life insurance and Run-off operations increased to $272.9 million from $194.6 million, principally reflecting net adverse prior year reserve development at Run-off of $224.6 million, primarily recorded in the fourth quarter and related to exposures in U.S. asbestos, pollution and other of $212.0 million.

Excluding the impact of Fairfax India’s $85.2 million of performance fees to Fairfax in 2021 (principally recorded in the first half of 2021), which are offset upon consolidation, operating income of the non-insurance companies was $78.2 million, an improvement of $256.9 million that reflected a strong fourth quarter, principally related to the Restaurants and retail segment (which benefited from reduced COVID-19-related lockdown restrictions in 2021 compared to 2020) and the Other segment (reflecting deconsolidation of Fairfax Africa on December 8, 2020, producing an operating profit in 2021 compared to an operating loss in 2020).

Consolidated interest and dividends of $640.8 million decreased from $769.2 million, primarily reflecting its strategy to invest in shorter term debt and not reach for yield, which resulted in lower interest income earned, principally due to a general decrease in sovereign bond yields, sales of U.S. treasury bonds throughout 2020 and net sales of U.S. corporate bonds in 2021, partially offset by higher interest income earned on first mortgage loans purchased in 2021 and increased dividend income from common stocks.

Consolidated share of profit of associates of $402.0 million principally reflected share of profit of $162.3 million from Eurobank, $75.9 million from Resolute, $69.5 million from Atlas Corp. and $55.5 million from Gulf Insurance.

Interest expense of $513.9 million (inclusive of $57.9 million on leases) was primarily comprised of $356.8 million incurred on borrowings by the holding company and the insurance and reinsurance companies (inclusive of a loss of $45.7 million related to early redemption of debt) and $99.2 million incurred on borrowings by the non-insurance companies (which are non-recourse to the holding company).

At December 31, 2021 the company's insurance and reinsurance companies held $24.9 billion in cash and short-dated investments representing 50.3% of portfolio investments, comprised of $21.8 billion of subsidiary cash and short-term investments and $3.1 billion of short-dated U.S. treasuries.

Net gains on equity exposures of $2,312.1 million was primarily comprised of realized and unrealized appreciation of common stocks and equity total return swaps and net unrealized gains from convertible bonds and equity warrants. Net gains on Other of $1,419.6 million primarily reflected unrealized gains of $1,490.3 million ($668.3 million recorded in the fourth quarter) on Digit compulsorily convertible preference shares.

At December 31, 2021 the excess of fair value over adjusted carrying value of investments in non-insurance associates and consolidated non-insurance subsidiaries was approximately $346 million. The company anticipates recording additional gains of approximately $400 million upon consolidating its investment in Digit, which is subject to regulatory approvals permitting the company to increase its 49.0% equity interest in Digit to a control position.

At December 31, 2021 the company continued to hold equity total return swaps on 1,964,155 Fairfax subordinate voting shares with an original notional amount of $732.5 million (Cdn$935.0 million) or $372.96 (Cdn$476.03) per share.

On December 15, 2021 Odyssey Group issued shares representing an aggregate of 9.99% equity interest to a subsidiary of the Canada Pension Plan Investment Board ("CPPIB") and OMERS, the pension plan for Ontario's municipal employees, for cash consideration of $900.0 million, which resulted in the company recording an aggregate increase to common shareholders’ equity of $429.1 million.

The company held $1,478.3 million of cash and investments at the holding company level at December 31, 2021, compared to $1,252.2 million at December 31, 2020.

The company's total debt to total capital ratio, excluding non-insurance companies, decreased to 24.1% at December 31, 2021 from 29.7% at December 31, 2020, primarily reflecting higher total capital, due principally to net earnings and increased non-controlling interests, and decreased total debt, due principally to lower borrowings at the holding company and the insurance and reinsurance companies.

During 2021 the company purchased 293,197 subordinate voting shares for treasury and 2,137,923 for cancellation at an aggregate cost of $1,190.7 million. Purchases for cancellation included 2,000,000 subordinate voting shares acquired under the company's $1.0 billion substantial issuer bid ("SIB") at $500.00 per share completed on December 29, 2021, which reduced common shareholders’ equity by $1.0 billion. From the fourth quarter of 2017 up to December 31, 2021, the company has purchased 1,414,282 subordinate voting shares for treasury and 3,102,998 subordinate voting shares for cancellation, an aggregate of 4,517,280 subordinate voting shares purchased at a cost of $2,065.6 million.

References

1. ^ https://www.fairfax.ca/Corporate/company-profile/default.aspx
2. ^ https://s1.q4cdn.com/579586326/files/doc_financials/2021/FF/WEBSITE-Fairfax-Financial's-2021-Annual-Report.pdf
3. ^ https://www.fairfax.ca/news/press-releases/press-release-details/2022/Fairfax-Financial-Holdings-Limited-Financial-Results-for-the-Year-Ended-December-31-2021/default.aspx