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BERKLEY W R CORP - Quarter Report: 2011 September (Form 10-Q)

Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q
(Mark one)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2011
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the Transition Period from                      to                     .
Commission File Number 1-15202

W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
22-1867895
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
 
 
 
475 Steamboat Road, Greenwich, Connecticut
 
06830
(Address of principal executive offices)
 
(Zip Code)
 
(203) 629-3000
 
 
(Registrant’s telephone number, including area code)
 
 
 
 
 
None
 
Former name, former address and former fiscal year, if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ
Number of shares of common stock, $.20 par value, outstanding as of November 1, 2011: 137,102,059
 

Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

Table of Contents

Part I — FINANCIAL INFORMATION
Item 1.
Financial Statements
W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
September 30,
2011
 
December 31,
2010
 
(Unaudited)
 
 
Assets
 
 
 
Investments:
 
 
 
Fixed maturity securities
$
11,230,770

 
$
11,209,154

Equity securities available for sale
438,465

 
561,053

Arbitrage trading account
327,883

 
359,192

Investment in arbitrage funds
56,606

 
60,660

Investment funds
610,513

 
451,751

Loans receivable
283,560

 
353,583

Real estate
346,015

 

Total investments
13,293,812

 
12,995,393

Cash and cash equivalents
866,130

 
642,952

Premiums and fees receivable
1,195,018

 
1,087,208

Due from reinsurers
1,187,344

 
1,070,256

Accrued investment income
133,940

 
138,384

Prepaid reinsurance premiums
275,479

 
215,816

Deferred policy acquisition costs
450,552

 
405,942

Real estate, furniture and equipment
263,689

 
254,720

Deferred federal and foreign income taxes

 
65,492

Goodwill
90,581

 
90,581

Trading account receivables from brokers and clearing organizations
380,887

 
339,235

Current federal and foreign income taxes
2,863

 
23,605

Other assets
190,526

 
198,963

Total assets
$
18,330,821

 
$
17,528,547

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Reserves for losses and loss expenses
$
9,261,584

 
$
9,016,549

Unearned premiums
2,214,954

 
1,953,721

Due to reinsurers
254,117

 
215,723

Trading account securities sold but not yet purchased
60,973

 
53,494

Other liabilities
924,667

 
836,001

Junior subordinated debentures
242,945

 
242,784

Senior notes and other debt
1,501,773

 
1,500,419

Total liabilities
14,461,013

 
13,818,691

Equity:
 
 
 
Preferred stock, par value $.10 per share:
 
 
 
Authorized 5,000,000 shares; issued and outstanding - none

 

Common stock, par value $.20 per share:
 
 
 
Authorized 500,000,000 shares, issued and outstanding, net of treasury shares, 137,082,096 and 141,009,834 shares
47,024

 
47,024

Additional paid-in capital
927,348

 
935,099

Retained earnings
4,439,287

 
4,194,684

Accumulated other comprehensive income
335,741

 
276,563

Treasury stock, at cost, 98,035,822 and 94,108,084 shares
(1,887,007
)
 
(1,750,494
)
Total stockholders’ equity
3,862,393

 
3,702,876

Noncontrolling interests
7,415

 
6,980

Total equity
3,869,808

 
3,709,856

Total liabilities and equity
$
18,330,821

 
$
17,528,547

See accompanying notes to interim consolidated financial statements.



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Table of Contents


W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share data)
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
REVENUES:
 
 
 
 
 
 
 
Net premiums written
$
1,126,139

 
$
986,706

 
$
3,266,857

 
$
2,932,010

Change in net unearned premiums
(70,316
)
 
(19,409
)
 
(211,293
)
 
(86,024
)
Net premiums earned
1,055,823

 
967,297

 
3,055,564

 
2,845,986

Net investment income
114,063

 
119,143

 
409,261

 
392,435

Insurance service fees
22,279

 
22,175

 
69,487

 
64,050

Net investment gains (losses):
 
 
 
 
 
 
 
Net realized gains on investment sales
21,238

 
6,327

 
73,812

 
26,355

Other-than-temporary impairments

 
(1,123
)
 
(400
)
 
(3,705
)
Net investment gains
21,238

 
5,204

 
73,412

 
22,650

Revenues from wholly-owned investees
65,922

 
61,983

 
175,943

 
166,488

Other income
406

 
310

 
1,364

 
1,118

Total revenues
1,279,731

 
1,176,112

 
3,785,031

 
3,492,727

OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
Losses and loss expenses
683,980

 
597,907

 
1,965,351

 
1,718,355

Other operating costs and expenses
405,850

 
369,217

 
1,193,040

 
1,108,007

Expenses from wholly-owned investees
64,388

 
60,963

 
174,059

 
159,871

Interest expense
28,068

 
26,725

 
84,317

 
78,780

Total operating costs and expenses
1,182,286

 
1,054,812

 
3,416,767

 
3,065,013

Income before income taxes
97,445

 
121,300

 
368,264

 
427,714

Income tax expense
(20,176
)
 
(27,631
)
 
(91,485
)
 
(105,040
)
Net income before noncontrolling interests
77,269

 
93,669

 
276,779

 
322,674

Noncontrolling interests
39

 
(50
)
 
98

 
(238
)
Net income to common stockholders
$
77,308

 
$
93,619

 
$
276,877

 
$
322,436

NET INCOME PER SHARE:
 
 
 
 
 
 
 
Basic
$
0.56

 
$
0.64

 
$
1.97

 
$
2.14

Diluted
0.53

 
0.61

 
1.89

 
2.05


See accompanying notes to interim consolidated financial statements.

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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands)
 
For the Nine Months Ended
 
September 30,
 
2011
 
2010
COMMON STOCK:
 
 
 
Beginning and end of period
$
47,024

 
$
47,024

ADDITIONAL PAID-IN CAPITAL:
 
 
 
Beginning of period
$
935,099

 
$
926,359

Stock options exercised and restricted units issued, net of tax
(26,914
)
 
(12,239
)
Restricted stock units expensed
18,855

 
18,772

Stock issued to directors
308

 
198

End of period
$
927,348

 
$
933,090

RETAINED EARNINGS:
 
 
 
Beginning of period
$
4,194,684

 
$
3,785,187

Net income to common stockholders
276,877

 
322,436

Dividends
(32,274
)
 
(29,826
)
End of period
$
4,439,287

 
$
4,077,797

ACCUMULATED OTHER COMPREHENSIVE INCOME:
 
 
 
Unrealized investment gains (losses):
 
 
 
Beginning of period
$
334,747

 
$
219,394

Unrealized gains on securities not other-than-temporarily impaired
79,435

 
230,804

Unrealized gains (losses) on other-than-temporarily impaired securities
(1,271
)
 
437

End of period
412,911

 
450,635

Currency translation adjustments:
 
 
 
Beginning of period
(42,488
)
 
(40,371
)
Net change in period
(21,104
)
 
765

End of period
(63,592
)
 
(39,606
)
Net pension asset:
 
 
 
Beginning of period
(15,696
)
 
(15,816
)
Net change in period
2,118

 
1,681

End of period
(13,578
)
 
(14,135
)
Total accumulated other comprehensive income
$
335,741

 
$
396,894

TREASURY STOCK:
 
 
 
Beginning of period
$
(1,750,494
)
 
$
(1,325,710
)
Stock exercised/vested
40,571

 
17,054

Stock repurchased
(177,648
)
 
(319,293
)
Stock issued to directors
564

 
536

End of period
$
(1,887,007
)
 
$
(1,627,413
)
NONCONTROLLING INTERESTS:
 
 
 
Beginning of period
$
6,980

 
$
5,879

Contributions
522

 
581

Net income (loss)
(98
)
 
238

Other comprehensive income, net of tax
11

 
11

End of period
$
7,415

 
$
6,709

See accompanying notes to interim consolidated financial statements.

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Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(Dollars in thousands)
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
Net income before noncontrolling interests
$
77,269

 
$
93,669

 
$
276,779

 
$
322,674

Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in unrealized foreign exchange gains (losses)
(30,957
)
 
17,985

 
(21,104
)
 
765

Unrealized holding gains on investment securities arising during the period, net of taxes
39,031

 
125,329

 
125,085

 
245,908

Reclassification adjustment for net investment losses included in net income, net of taxes
(13,784
)
 
(3,364
)
 
(46,910
)
 
(14,656
)
Change in unrecognized pension obligation, net of taxes
707

 
561

 
2,118

 
1,681

Other comprehensive income (loss)
(5,003
)
 
140,511

 
59,189

 
233,698

Comprehensive income
72,266

 
234,180

 
335,968

 
556,372

Comprehensive income (loss) to the noncontrolling interest
40

 
(53
)
 
87

 
(249
)
Comprehensive income to common stockholders
$
72,306

 
$
234,127

 
$
336,055

 
$
556,123


See accompanying notes to interim consolidated financial statements.

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W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
 
For the Nine Months Ended
 
September 30,
 
2011
 
2010
CASH FROM OPERATING ACTIVITIES:
 
 
 
Net income to common stockholders
$
276,877

 
$
322,436

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Net investment gains
(73,412
)
 
(22,650
)
Depreciation and amortization
57,332

 
64,063

Noncontrolling interests
(98
)
 
238

Investment funds
(15,290
)
 
30,879

Stock incentive plans
19,727

 
20,357

Change in:
 
 
 
Securities trading account
31,309

 
(6,426
)
Investment in arbitrage funds
4,054

 
23,293

Trading account receivables from brokers and clearing organizations
(41,626
)
 
71,036

Trading account securities sold but not yet purchased
7,477

 
(78,009
)
Premiums and fees receivable
(111,411
)
 
(21,559
)
Due from reinsurers
(117,685
)
 
(44,694
)
Accrued investment income
4,265

 
(12,303
)
Prepaid reinsurance premiums
(59,663
)
 
16,780

Deferred policy acquisition costs
(45,531
)
 
(20,819
)
Deferred income taxes
27,137

 
19,655

Other assets
13,516

 
(19,716
)
Reserves for losses and loss expenses
250,393

 
7,371

Unearned premiums
264,681

 
72,580

Due to reinsurers
40,156

 
2,630

Other liabilities
(46,965
)
 
(34,425
)
Net cash from operating activities
485,243

 
390,717

CASH FROM INVESTING ACTIVITIES:
 
 
 
Proceeds from sales, excluding trading account:
 
 
 
Fixed maturity securities
1,129,377

 
1,264,497

Equity securities
112,760

 
79,344

Return of capital from investment funds
31,585

 
26,643

Proceeds from maturities and prepayments of fixed maturity securities
1,190,751

 
922,453

Cost of purchases, excluding trading account:
 
 
 
Fixed maturity securities
(2,118,556
)
 
(1,944,374
)
Equity securities
(49,932
)
 
(123,623
)
Real estate
(347,602
)
 

Contributions to investment funds
(180,122
)
 
(45,151
)
Change in loans receivable
71,803

 
22,251

Net additions to real estate, furniture and equipment
(37,405
)
 
(36,688
)
Change in balances due to security brokers
122,447

 
56,129

Payment for business purchased, net of cash acquired
(8,579
)
 

Net cash from investing activities
(83,473
)
 
221,481

CASH FROM FINANCING ACTIVITIES:
 
 
 
Purchase of common treasury shares
(177,648
)
 
(319,293
)
Net proceeds from issuance of debt
309

 
305,637

Cash dividends to common stockholders
(32,272
)
 
(30,947
)
Bank deposits received
16,858

 
8,649

Repayments to federal home loan bank
(600
)
 
(8,300
)
Net proceeds from stock options exercised
13,757

 
4,720

Repayment of debt

 
(165,160
)
Other, net
558

 
(236
)
Net cash from financing activities
(179,038
)
 
(204,930
)
Net impact on cash due to change in foreign exchange rates
446

 
(500
)
Net change in cash and cash equivalents
223,178

 
406,768

Cash and cash equivalents at beginning of year
642,952

 
515,430

Cash and cash equivalents at end of period
$
866,130

 
$
922,198

See accompanying notes to interim consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) General
The accompanying unaudited consolidated financial statements of W. R. Berkley Corporation and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all the information and notes required by GAAP for annual financial statements. The unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring items, which are necessary to present fairly the Company’s financial position and results of operations on a basis consistent with the prior audited consolidated financial statements. Operating results for interim periods are not necessarily indicative of the results that may be expected for the year. All significant intercompany accounts and transactions have been eliminated. The preparation of financial statements requires the use of management estimates. For further information related to a description of areas of judgment and estimates and other information necessary to understand the Company’s financial position and results of operations, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. Reclassifications have been made in the 2010 financial statements as originally reported to conform to the presentation of the 2011 financial statements.
The income tax provision has been computed based on the Company’s estimated annual effective tax rate. The effective tax rate for the quarter differs from the federal income tax rate of 35% principally because of tax-exempt investment income.
Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is subsequently reported at cost less accumulated depreciation. Buildings are depreciated on a straight-line basis over the estimated useful lives of the building. Rental income is recognized on a straight-line basis over the lease term and is reported, net of rental expenses, as net investment income. The carrying value of real estate is reviewed for impairment and an impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less than the carrying value of the property. Future minimum rental income expected on operating leases relating to real estate held for investment is $350,964 for the remainder of 2011, $1,421,405 in 2012, $1,464,047 in 2013, $1,507,969 in 2014, $1,553,208 in 2015 and $340,365,393 thereafter.
In January 2011, the Company acquired an inactive insurance company for $23 million in cash. The acquired company had cash and investments of $21 million and no net loss reserves. Approximately $2 million of the purchase price was allocated to intangible assets.
Acquisition costs incurred in writing insurance and reinsurance business (primarily commissions and premium taxes) are deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are presented net of unearned ceding commissions. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition costs is evaluated separately by each of our operating companies for each of their major lines of business. Future investment income is taken into account in measuring the recoverability of deferred policy acquisition costs.
Loans receivable represent commercial real estate mortgage loans and bank loans and are carried at amortized cost. The Company monitors the performance of its loans receivable and establishes an allowance for loan losses for loans where the Company determines it is probable that the contractual terms will not be met, with a corresponding charge to earnings. For loans that are evaluated individually and deemed to be impaired, the Company establishes a specific allowance based on a discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Individual loans that are not considered impaired and smaller-balance homogeneous loans are evaluated collectively and a general allowance is established if it is considered probable that a loss has been incurred.
The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on contractual terms of the loan, unless the loan is adequately secured and in process of collection. In general, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted for on a cash-basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

(2) Per Share Data
The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the period and is calculated using the

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treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on EPS and, accordingly, are excluded from the calculation.
The weighted average number of common shares used in the computation of basic and diluted earnings per share was as follows (amounts in thousands):  
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
 
2011
 
2010
 
2011
 
2010
Basic
138,816

 
147,079

 
140,535

 
150,556

Diluted
144,538

 
154,160

 
146,553

 
157,054


(3) Recent Accounting Pronouncements
In October 2010, the FASB issued guidance regarding the treatment of costs associated with acquiring or renewing insurance contracts. This guidance modifies the definition of the types of costs that can be capitalized and specifies that the costs must be directly related to the successful acquisition of a new or renewed insurance contract. This guidance is effective for periods beginning after December 15, 2011. The Company is evaluating the impact of the adoption of this guidance and does not expect it to have a material impact on the Company’s results of operations or financial position.
In April 2011, the FASB issued updated guidance to clarify whether a modification or restructuring of a receivable is considered a troubled debt restructuring. A modification or restructuring that is considered a troubled debt restructuring will require the creditor to account for the receivable as being impaired and will also require additional disclosure of the creditors’ troubled debt restructuring activities. The updated guidance was effective July 1, 2011. The adoption of this guidance did not have a material impact on the Company’s results of operations or financial position.
In May 2011, the FASB issued updated guidance that changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and disclosing information about fair value measurements to improve consistency in the application and description of fair value between GAAP and International Financial Reporting Standards (“IFRS”). The updated guidance does not extend the use of fair value but, rather, provides guidance about how fair value should be applied where it already is required or permitted under IFRS or U.S. GAAP. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations or current financial position.
In June 2011, the FASB issued updated guidance to increase the prominence of items reported in other comprehensive income by eliminating the option of presenting components of comprehensive income as part of the statement of changes in stockholders' equity. The updated guidance requires that all nonowner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance is to be applied retrospectively and is effective for interim and annual periods beginning after December 15, 2011. This guidance will not result in a change in the presentation of the Company’s financial statements and will not have any impact on the Company’s results of operations or current financial position.

In September 2011, the FASB issued updated guidance that modifies the manner in which the two-step impairment test of goodwill is applied. Under the updated guidance, an entity may first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if the entity concludes otherwise, then it is required to perform the quantitative impairment test. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations or current financial position.

(4) Statements of Cash Flow
Interest payments were $100,840,000 and $92,531,000 and income taxes paid were $42,797,000 and $80,113,000 in the nine months ended September 30, 2011 and 2010, respectively.

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(5) Investments in Fixed Maturity Securities
At September 30, 2011 and December 31, 2010, investments in fixed maturity securities were as follows:
 
(Dollars in thousands)
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2011
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
73,282

 
$
10,920

 
$

 
$
84,202

 
$
73,282

Residential mortgage-backed
36,500

 
6,061

 

 
42,561

 
36,500

Corporate
4,996

 
746

 

 
5,742

 
4,996

Total held to maturity
114,778

 
17,727

 

 
132,505

 
114,778

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
995,463

 
78,618

 
(344
)
 
1,073,737

 
1,073,737

State and municipal
5,019,033

 
286,782

 
(19,277
)
 
5,286,538

 
5,286,538

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,383,414

 
77,663

 
(14,067
)
 
1,447,010

 
1,447,010

Commercial
53,966

 
2,791

 
(1,480
)
 
55,277

 
55,277

Corporate
2,613,879

 
136,728

 
(35,156
)
 
2,715,451

 
2,715,451

Foreign
512,708

 
27,520

 
(2,249
)
 
537,979

 
537,979

Total available for sale
10,578,463

 
610,102

 
(72,573
)
 
11,115,992

 
11,115,992

Total investments in fixed maturity securities
$
10,693,241

 
$
627,829

 
$
(72,573
)
 
$
11,248,497

 
$
11,230,770

December 31, 2010
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
71,998

 
$
3,440

 
$
(1,129
)
 
$
74,309

 
$
71,998

Residential mortgage-backed
39,002

 
3,667

 

 
42,669

 
39,002

Corporate
4,995

 
185

 

 
5,180

 
4,995

Total held to maturity
115,995

 
7,292

 
(1,129
)
 
122,158

 
115,995

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
1,289,669

 
58,658

 
(452
)
 
1,347,875

 
1,347,875

State and municipal
5,302,513

 
203,221

 
(44,288
)
 
5,461,446

 
5,461,446

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,319,289

 
52,165

 
(13,278
)
 
1,358,176

 
1,358,176

Commercial
57,057

 
2,207

 
(5,594
)
 
53,670

 
53,670

Corporate
2,307,987

 
102,306

 
(30,031
)
 
2,380,262

 
2,380,262

Foreign
460,683

 
31,283

 
(236
)
 
491,730

 
491,730

Total available for sale
10,737,198

 
449,840

 
(93,879
)
 
11,093,159

 
11,093,159

Total investments in fixed maturity securities
$
10,853,193

 
$
457,132

 
$
(95,008
)
 
$
11,215,317

 
$
11,209,154

___________
(1)
Gross unrealized losses for residential mortgage-backed securities include $6,020,000 and $4,064,000 as of September 30, 2011 and December 31, 2010, respectively, related to the non-credit portion of other-than-temporary impairments (“OTTI”) recognized in other comprehensive income.






8

Table of Contents

The amortized cost and fair value of fixed maturity securities at September 30, 2011, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay obligations:
 
(Dollars in thousands)
Amortized
Cost
 
Fair Value
Due in one year or less
$
707,725

 
$
718,688

Due after one year through five years
3,220,365

 
3,373,391

Due after five years through ten years
2,552,147

 
2,748,995

Due after ten years
2,739,124

 
2,862,575

Mortgage-backed securities
1,473,880

 
1,544,848

Total
$
10,693,241

 
$
11,248,497

At September 30, 2011, there were no investments, other than investments in United States government and government agency securities, which exceeded 10% of common stockholders’ equity.

(6) Investments in Equity Securities Available for Sale
At September 30, 2011 and December 31, 2010, investments in equity securities available for sale were as follows:
 
(Dollars in thousands)
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2011
 
 
 
 
 
 
 
 
 
Common stocks
$
203,435

 
$
119,804

 
$
(12,301
)
 
$
310,938

 
$
310,938

Preferred stocks
137,972

 
4,605

 
(15,050
)
 
127,527

 
127,527

Total
$
341,407

 
$
124,409

 
$
(27,351
)
 
$
438,465

 
$
438,465

December 31, 2010
 
 
 
 
 
 
 
 
 
Common stocks
$
188,949

 
$
128,096

 
$
(989
)
 
$
316,056

 
$
316,056

Preferred stocks
215,286

 
40,386

 
(10,675
)
 
244,997

 
244,997

Total
$
404,235

 
$
168,482

 
$
(11,664
)
 
$
561,053

 
$
561,053


(7) Arbitrage Trading Account and Arbitrage Funds
The fair value and carrying value of the arbitrage trading account and arbitrage funds and related assets and liabilities were as follows:
(Dollars in thousands)
September 30, 2011
 
December 31, 2010
Arbitrage trading account
$
327,883

 
$
359,192

Investment in arbitrage funds
56,606

 
60,660

Related assets and liabilities:
 
 
 
Receivables from brokers
380,887

 
339,235

Securities sold but not yet purchased
(60,973
)
 
(53,494
)

9

Table of Contents



(8) Net Investment Income
Net investment income consists of the following:
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Investment income earned on:
 
 
 
 
 
 
 
Fixed maturity securities, including cash and cash equivalents, loans receivable and real estate
$
123,100

 
$
122,617

 
$
370,557

 
$
373,375

Equity securities available for sale
2,795

 
2,723

 
9,544

 
8,716

Investment funds
(7,699
)
 
(19,044
)
 
23,836

 
(12,786
)
Arbitrage trading account and funds
(3,467
)
 
13,651

 
7,929

 
26,005

Gross investment income
114,729

 
119,947

 
411,866

 
395,310

 
 
 
 
 
 
 
 
Investment expense
(666
)
 
(804
)
 
(2,605
)
 
(2,875
)
Net investment income
$
114,063

 
$
119,143

 
$
409,261

 
$
392,435


(9) Loans Receivable
Loans receivable are as follows (dollars in thousands):
 
September 30, 2011
 
December 31, 2010
Loans receivable, at cost
$
283,560

 
$
353,583

Loans receivable in nonaccrual status, at cost
4,079

 
4,985

Loans receivable with a specific valuation allowance, at cost
29,268

 
31,855

Specific valuation allowance
18,797

 
18,865

 
 
 
 
Three months ended September 30,
2011
 
2010
  Decrease in valuation allowance
$
(9
)
 
$

  Loans receivable charged off
9

 

 
 
 
 
Nine months ended September 30,
2011
 
2010
  Increase in valuation allowance
$
541

 
$
6,090

  Loans receivable charged off
9

 

The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Interest on loans that are 90 days past due is discontinued.
The Company's seven largest loans receivable, which have an aggregate amortized cost of $208 million and an aggregate fair value of $188 million at September 30, 2011, are secured by commercial real estate located primarily in New York City, California, Hawaii and Boston. These loans earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through March 2016. As part of the evaluation process, the Company reviews certain credit quality indicators for these loans. The primary credit quality indicator is the debt service coverage ratio, which compares a property's net operating income to the borrower's principal and interest payments on the Company's loan and senior loans, if any. At September 30, 2011, the debt service coverage ratio for each of these loans was 1.5 times or greater.
 


10

Table of Contents

  


(10) Realized and Unrealized Investment Gains (Losses)
Realized and unrealized investment gains (losses) are as follows:
 
  
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Realized investment gains:
 
 
 
 
 
 
 
Fixed maturity securities:
 
 
 
 
 
 
 
Gains
$
10,212

 
$
5,669

 
$
25,049

 
$
27,519

Losses
(2,207
)
 
(2,956
)
 
(4,716
)
 
(6,214
)
Equity securities available for sale
12,318

 
2,974

 
50,539

 
3,765

Other

 

 

 
224

Sales of investment funds
915

 
640

 
2,940

 
1,061

Provision for OTTI

 
(1,123
)
 
(400
)
 
(3,705
)
Less investment impairments recognized in other comprehensive income

 

 

 

Total net investment gains before income taxes
21,238

 
5,204

 
73,412

 
22,650

Income tax expense
(7,454
)
 
(1,840
)
 
(26,502
)
 
(7,994
)
Total net investment gains
$
13,784

 
$
3,364

 
$
46,910

 
$
14,656

Change in unrealized gains (losses) of available for sale securities:
 
 
 
 
 
 
 
Fixed maturity securities
$
115,933

 
$
163,180

 
$
187,851

 
$
341,502

Less non-credit portion of OTTI recognized in other comprehensive income
(1,300
)
 
(826
)
 
(1,956
)
 
673

Equity securities available for sale
(65,861
)
 
23,570

 
(59,760
)
 
11,300

Investment funds
(9,257
)
 
1,707

 
(5,067
)
 
2,006

Total change in unrealized gains (losses) before income taxes and noncontrolling interests
39,515

 
187,631

 
121,068

 
355,481

Income tax expense
(14,268
)
 
(65,666
)
 
(42,893
)
 
(124,229
)
Noncontrolling interests
1

 
(3
)
 
(11
)
 
(11
)
Total change in unrealized gains
$
25,248

 
$
121,962

 
$
78,164

 
$
231,241




11

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(11) Securities in an Unrealized Loss Position
The following table summarizes all securities in an unrealized loss position at September 30, 2011 and December 31, 2010 by the length of time those securities have been continuously in an unrealized loss position: 
  
Less Than 12 Months
 
12 Months or Greater
 
Total
(Dollars in thousands)
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency
$
19,422

 
$
262

 
$
5,108

 
$
82

 
$
24,530

 
$
344

State and municipal
195,770

 
2,279

 
218,058

 
16,998

 
413,828

 
19,277

Mortgage-backed securities
96,672

 
2,343

 
94,319

 
13,204

 
190,991

 
15,547

Corporate
573,666

 
11,944

 
122,770

 
23,212

 
696,436

 
35,156

Foreign
61,939

 
2,249

 

 

 
61,939

 
2,249

Fixed maturity securities
947,469

 
19,077

 
440,255

 
53,496

 
1,387,724

 
72,573

Common stocks
87,614

 
12,301

 

 

 
87,614

 
12,301

Preferred stocks
13,339

 
855

 
45,859

 
14,195

 
59,198

 
15,050

Equity securities
100,953

 
13,156

 
45,859

 
14,195

 
146,812

 
27,351

Total
$
1,048,422

 
$
32,233

 
$
486,114

 
$
67,691

 
$
1,534,536

 
$
99,924

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency
$
60,228

 
$
420

 
$
6,973

 
$
32

 
$
67,201

 
$
452

State and municipal
951,119

 
26,577

 
156,617

 
18,840

 
1,107,736

 
45,417

Mortgage-backed securities
116,194

 
2,809

 
174,163

 
16,063

 
290,357

 
18,872

Corporate
409,604

 
7,233

 
155,259

 
22,798

 
564,863

 
30,031

Foreign
43,514

 
236

 

 

 
43,514

 
236

Fixed maturity securities
1,580,659

 
37,275

 
493,012

 
57,733

 
2,073,671

 
95,008

Common stocks
58,979

 
989

 

 

 
58,979

 
989

Preferred stocks
27,010

 
2,368

 
76,890

 
8,307

 
103,900

 
10,675

Equity securities
85,989

 
3,357

 
76,890

 
8,307

 
162,879

 
11,664

Total
$
1,666,648

 
$
40,632

 
$
569,902

 
$
66,040

 
$
2,236,550

 
$
106,672

Fixed Maturity Securities – A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at September 30, 2011 is presented in the table below.  
(Dollars in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Gross
Unrealized
Loss
Unrealized loss less than $5 million:
 
 
 
 
 
Mortgage-backed securities
14

 
$
104,165

 
$
6,369

Corporate
15

 
65,293

 
3,537

State and municipal
4

 
31,736

 
4,830

Foreign
4

 
8,953

 
165

Unrealized loss $5 million or more:
 
 
 
 
 
Mortgage-backed securitiy (1)
1

 
17,365

 
5,549

Total
38

 
$
227,512

 
$
20,450

_______________
(1) This investment is a residential mortgage-backed security that was evaluated based on the performance of the underlying collateral under various economic and default scenarios. The security has met its contractual obligations and the Company expects that it will continue to meet those contractual payment obligations as they become due. Based on this evaluation, the Company does not consider the investment to be OTTI.

12

Table of Contents


For OTTI of fixed maturity securities that management does not intend to sell or, more likely than not, would not be required to sell, the portion of the decline in value considered to be due to credit factors is recognized in earnings and the portion of the decline in value considered to be due to non-credit factors is recognized in other comprehensive income. The table below provides a roll-forward of the portion of impairments recognized in earnings for those securities that have been impaired due to both credit factors and non-credit factors.
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Beginning balance of amounts related to credit losses
$
4,261

 
$
5,661

 
$
4,261

 
$
5,661

Additions for amounts related to credit losses

 

 

 

Ending balance of amounts related to credit losses
$
4,261

 
$
5,661

 
$
4,261

 
$
5,661

The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities are delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI.
Preferred Stocks – At September 30, 2011, there were six preferred stocks in an unrealized loss position, with an aggregate fair value of $59 million and a gross unrealized loss of $15 million. Three of those preferred stocks with an aggregate fair value of $13 million and a gross unrealized loss of $5 million were rated non-investment grade. Based upon management’s view of the underlying value of these securities, the Company does not consider any of the preferred stocks to be OTTI.
Common Stocks – At September 30, 2011, the Company owned eleven common stocks in an unrealized loss position with an aggregate fair value of $88 million and an aggregate unrealized loss of $12 million. The Company does not consider these common stocks to be OTTI.
Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to earnings. (See note 9, Loans Receivable).

(12) Fair Value Measurements
The Company’s fixed maturity and equity securities available for sale and its trading account securities are carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available.
Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities, securities that are infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial projections, credit quality and business developments of the issuer and other relevant information.



13

Table of Contents

The following tables present the assets and liabilities measured at fair value, on a recurring basis, as of September 30, 2011 and December 31, 2010 by level:
 
(Dollars in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2011
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agency
$
1,073,737

 
$

 
$
1,073,737

 
$

State and municipal
5,286,538

 

 
5,286,538

 

Mortgage-backed securities
1,502,287

 

 
1,502,287

 

Corporate
2,715,451

 

 
2,640,447

 
75,004

Foreign
537,979

 

 
537,979

 

Total fixed maturity securities available for sale
11,115,992

 

 
11,040,988

 
75,004

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
310,938

 
253,396

 
55,983

 
1,559

Preferred stocks
127,527

 

 
109,437

 
18,090

Total equity securities available for sale
438,465

 
253,396

 
165,420

 
19,649

Arbitrage trading account
327,883

 
133,939

 
192,927

 
1,017

Total
$
11,882,340

 
$
387,335

 
$
11,399,335

 
$
95,670

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
60,973

 
$
60,941

 
$
12

 
$
20

December 31, 2010
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agency
$
1,347,875

 
$

 
$
1,347,875

 
$

State and municipal
5,461,446

 

 
5,461,446

 

Mortgage-backed securities
1,411,846

 

 
1,411,846

 

Corporate
2,380,262

 

 
2,292,199

 
88,063

Foreign
491,730

 

 
491,730

 

Total fixed maturity securities available for sale
11,093,159

 

 
11,005,096

 
88,063

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
316,056

 
204,749

 
109,748

 
1,559

Preferred stocks
244,997

 

 
155,551

 
89,446

Total equity securities available for sale
561,053

 
204,749

 
265,299

 
91,005

Arbitrage trading account
359,192

 
162,292

 
193,713

 
3,187

Total
$
12,013,404

 
$
367,041

 
$
11,464,108

 
$
182,255

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
53,494

 
$
51,672

 
$
1,822

 
$

There were no significant transfers between Levels 1 and 2 during the three or nine months ended September 30, 2011, or during the year ended December 31, 2010.








14

Table of Contents

The following tables summarize changes in Level 3 assets for the nine months ended September 30, 2011 and for the year ended December 31, 2010:
 
  
 
 
Gains (Losses) Included in
 
 
(Dollars in thousands)
Beginning
Balance
 
Earnings
 
Other
Comprehensive
Income
 
Purchases
 
(Sales)
 
Maturities
 
Transfer out
 
Ending
Balance
For the nine months ended September 30, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
88,063

 
$
20

 
$
(386
)
 
$
8,195

 
$
(3,952
)
 
$
(16,936
)
 
$

 
$
75,004

Total
88,063

 
20

 
(386
)
 
8,195

 
(3,952
)
 
(16,936
)
 

 
75,004

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,559

 

 

 

 

 

 

 
1,559

Preferred stocks
89,446

 
27,338

 
(29,641
)
 

 
(69,053
)
 

 

 
18,090

Total
91,005

 
27,338

 
(29,641
)
 

 
(69,053
)
 

 

 
19,649

Arbitrage trading account
3,187

 
795

 


269


(3,234
)
 

 

 
1,017

Total
$
182,255

 
$
28,153

 
$
(30,027
)
 
$
8,464

 
$
(76,239
)
 
$
(16,936
)
 
$

 
$
95,670

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2010
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
$
25,900

 
$

 
$

 
$

 
$

 
$

 
$
(25,900
)
 
$

Corporate
90,160

 
(850
)
 
1,558

 
19,632

 
(5,324
)
 
(17,113
)
 

 
88,063

Total
116,060

 
(850
)
 
1,558

 
19,632

 
(5,324
)
 
(17,113
)
 
(25,900
)
 
88,063

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,559

 

 

 

 

 

 

 
1,559

Preferred stocks
54,713

 
23,535

 
31,633

 
19,542

 
(39,977
)
 

 

 
89,446

Total
56,272

 
23,535

 
31,633

 
19,542

 
(39,977
)
 

 

 
91,005

Arbitrage trading account
353

 
(353
)
 

 
3,187

 

 

 

 
3,187

Total
$
172,685

 
$
22,332

 
$
33,191

 
$
42,361

 
$
(45,301
)
 
$
(17,113
)
 
$
(25,900
)
 
$
182,255

During the year ended December 31, 2010, a mortgage-backed security was transferred from Level 3 to Level 2 as the Company was able to obtain a quotation from a third party broker dealer.


15

Table of Contents

(13) Reinsurance
The following is a summary of reinsurance financial information:
  
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Written premiums:
 
 
 
 
 
 
 
Direct
$
1,114,494

 
$
962,872

 
$
3,286,220

 
$
2,854,951

Assumed
191,806

 
158,523

 
535,214

 
506,033

Ceded
(180,161
)
 
(134,689
)
 
(554,577
)
 
(428,974
)
Total net premiums written
$
1,126,139

 
$
986,706

 
$
3,266,857

 
$
2,932,010

 
 
 
 
 
 
 
 
Earned premiums:
 
 
 
 
 
 
 
Direct
$
1,070,279

 
$
947,314

 
$
3,063,410

 
$
2,779,044

Assumed
165,208

 
162,783

 
489,020

 
482,628

Ceded
(179,664
)
 
(142,800
)
 
(496,866
)
 
(415,686
)
Total net premiums earned
$
1,055,823

 
$
967,297

 
$
3,055,564

 
$
2,845,986

 
 
 
 
 
 
 
 
Ceded losses incurred
$
134,027

 
$
88,928

 
$
329,139

 
$
315,580

The Company reinsures a portion of its exposures principally to reduce its net liability on individual risks and to protect against catastrophic losses. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of $3 million as of September 30, 2011 and December 31, 2010.

(14) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
 
  
September 30, 2011
 
December 31, 2010
(Dollars in thousands)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Assets:
 
 
 
 
 
 
 
Fixed maturity securities
$
11,230,770

 
$
11,248,497

 
$
11,209,154

 
$
11,215,317

Equity securities available for sale
438,465

 
438,465

 
561,053

 
561,053

Arbitrage trading account
327,883

 
327,883

 
359,192

 
359,192

Investment in arbitrage funds
56,606

 
56,606

 
60,660

 
60,660

Loans receivable
283,560

 
265,998

 
353,583

 
312,515

Cash and cash equivalents
866,130

 
866,130

 
642,952

 
642,952

Trading account receivables from brokers and clearing organizations
380,887

 
380,887

 
339,235

 
339,235

Liabilities:
 
 
 
 
 
 
 
Trading account securities sold but not yet purchased
60,973

 
60,973

 
53,494

 
53,494

Due to broker
127,792

 
127,792

 
5,318

 
5,318

Junior subordinated debentures
242,945

 
249,900

 
242,784

 
249,900

Senior notes and other debt
1,501,773

 
1,616,634

 
1,500,419

 
1,570,057

The estimated fair values of the Company’s fixed maturity securities, equity securities available for sale and arbitrage trading account securities are based on various valuation techniques, as described in note 12 above. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available. The fair value of loans receivable are estimated by using current institutional purchaser yield requirements for loans with similar credit characteristics. The fair value of the senior

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notes and other debt and the junior subordinated debentures is based on spreads for similar securities.

(15) Restricted Stock Units
Pursuant to its stock incentive plan, the Company may issue restricted stock units (RSUs) to officers of the Company and its subsidiaries. The RSUs generally vest five years from the award date and are subject to other vesting and forfeiture provisions contained in the award agreement. Grants of RSUs are made periodically, generally twice within a five-year period. A summary of RSUs issued in 2011 and 2010 follows (dollars in thousands):
 
 
Units
 
Fair Value
Nine months ended September 30:
 
 
 
2011
53,250

 
$
1,674

2010
2,226,650

 
$
58,456


(16) Industry Segments
The Company’s operations are presently conducted in five segments of the insurance business: specialty, regional, alternative markets, reinsurance and international.
Our specialty segment underwrites complex and sophisticated third-party liability risks, principally within the excess and surplus lines. The primary lines of business are premises operations, property, professional liability, products liability and commercial automobile. The companies within the segment are divided along the different customer bases and product lines that they serve. The specialty units deliver their products through a variety of distribution channels depending on the customer base and particular risks insured. The customers in this segment are highly diverse.
Our regional segment provides commercial insurance products to customers primarily in 45 states. Key clients of this segment are small-to-mid-sized businesses and state and local governmental entities. The regional subsidiaries are organized geographically based on markets served, which provides them with the flexibility to adapt to local market conditions, while enjoying the superior administrative capabilities and financial strength of the Company.
Our alternative markets operations specialize in developing, insuring, reinsuring and administering self-insurance programs and other alternative risk transfer mechanisms. Our clients include employers, employer groups, insurers, and alternative market funds seeking less costly, more efficient ways to manage exposure to risks. In addition to providing insurance, the alternative markets segment also provides a wide variety of fee-based services, including consulting and administrative services.
Our reinsurance operations specialize in underwriting property casualty reinsurance on both a treaty and a facultative basis. The principal reinsurance units are facultative reinsurance, which writes individual certificates and program facultative business, treaty reinsurance, which functions as a traditional reinsurer in specialty and standard reinsurance lines, and Lloyd’s reinsurance, which writes property and casualty reinsurance through Lloyd’s of London.
Our international segment offers personal and commercial property casualty insurance in South America; commercial property casualty insurance in the United Kingdom, Norway and Continental Europe; and reinsurance in Australia, Southeast Asia and Canada.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Income tax expense or benefit is calculated based upon the Company’s overall effective tax rate.

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Summary financial information about the Company’s operating segments is presented in the following table. Income before income taxes by segment consists of revenues, less expenses, related to the respective segment’s operations, including allocated investment income. Identifiable assets by segment are those assets used in or allocated to the operation of each segment.
  
Revenues
 
 
 
 
(Dollars in thousands)
Earned
Premiums
 
Investment
Income 
 
Other
 
Total
 
Pre-Tax
Income
(Loss)
 
Net
Income
(Loss)
For the three months ended September 30, 2011:
 
 
 
 
 
 
 
 
 
 
 
Specialty
$
367,417

 
$
37,438

 
$
664

 
$
405,519

 
$
71,046

 
$
51,502

Regional
267,142

 
16,099

 
1,207

 
284,448

 
(10,700
)
 
(4,669
)
Alternative markets
156,820

 
25,931

 
20,408

 
203,159

 
33,076

 
25,185

Reinsurance
103,906

 
18,641

 

 
122,547

 
16,134

 
13,165

International
160,538

 
10,741

 

 
171,279

 
14,182

 
9,874

Corporate and eliminations (1)

 
5,213

 
66,328

 
71,541

 
(47,531
)
 
(31,533
)
Net investment gains

 

 
21,238

 
21,238

 
21,238

 
13,784

Consolidated
$
1,055,823

 
$
114,063

 
$
109,845

 
$
1,279,731

 
$
97,445

 
$
77,308

For the three months ended September 30, 2010:
 
 
 
 
 
 
 
 
 
 
 
Specialty
$
326,239

 
$
40,814

 
$
765

 
$
367,818

 
$
61,989

 
$
45,268

Regional
268,089

 
18,413

 
782

 
287,284

 
22,946

 
17,159

Alternative markets
148,830

 
28,136

 
20,631

 
197,597

 
42,007

 
30,734

Reinsurance
103,126

 
19,779

 

 
122,905

 
26,508

 
19,641

International
121,013

 
8,722

 

 
129,735

 
12,712

 
8,217

Corporate and eliminations (1)

 
3,279

 
62,290

 
65,569

 
(50,066
)
 
(30,764
)
Net investment gains

 

 
5,204

 
5,204

 
5,204

 
3,364

Consolidated
$
967,297

 
$
119,143

 
$
89,672

 
$
1,176,112

 
$
121,300

 
$
93,619

For the nine months ended September 30, 2011:
 
 
 
 
 
 
 
 
 
 
 
Specialty
$
1,047,567

 
$
138,868

 
$
2,065

 
$
1,188,500

 
$
238,979

 
$
171,806

Regional
795,423

 
59,459

 
3,377

 
858,259

 
(1,381
)
 
6,154

Alternative markets
454,156

 
96,072

 
64,049

 
614,277

 
116,285

 
86,979

Reinsurance
315,220

 
72,230

 

 
387,450

 
66,857

 
52,024

International
443,198

 
32,692

 

 
475,890

 
28,208

 
18,925

Corporate and eliminations (1)

 
9,940

 
177,303

 
187,243

 
(154,096
)
 
(105,921
)
Net investment gains

 

 
73,412

 
73,412

 
73,412

 
46,910

Consolidated
$
3,055,564

 
$
409,261

 
$
320,206

 
$
3,785,031

 
$
368,264

 
$
276,877

For the nine months ended September 30, 2010:
 
 
 
 
 
 
 
 
 
 
 
Specialty
$
955,705

 
$
133,027

 
$
2,383

 
$
1,091,115

 
$
212,836

 
$
154,559

Regional
798,387

 
60,995

 
2,448

 
861,830

 
90,415

 
66,205

Alternative markets
458,842

 
90,658

 
59,228

 
608,728

 
138,563

 
101,117

Reinsurance
308,316

 
75,210

 

 
383,526

 
91,085

 
68,373

International
324,736

 
25,105

 

 
349,841

 
19,671

 
13,631

Corporate and eliminations (1)

 
7,440

 
167,597

 
175,037

 
(147,506
)
 
(96,105
)
Net investment gains

 

 
22,650

 
22,650

 
22,650

 
14,656

Consolidated
$
2,845,986

 
$
392,435

 
$
254,306

 
$
3,492,727

 
$
427,714

 
$
322,436



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Identifiable assets by segment are as follows:
(Dollars in thousands)
September 30, 2011
 
December 31, 2010
Specialty
$
6,025,982

 
$
5,854,256

Regional
2,571,864

 
2,616,238

Alternative markets
4,039,786

 
3,801,597

Reinsurance
2,856,670

 
2,972,988

International
1,518,326

 
1,391,604

Corporate, other and eliminations (1)
1,318,193

 
891,864

Consolidated
$
18,330,821

 
$
17,528,547

___________
(1) Corporate and eliminations represent corporate revenues and expenses, net investment gains and losses and other items that are not allocated to business segments.

Net premiums earned by major line of business are as follows:
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Specialty
 
 
 
 
 
 
 
Premises operations
$
119,496

 
$
98,699

 
$
331,457

 
$
286,458

Property
59,578

 
56,525

 
174,690

 
156,447

Professional liability
58,739

 
52,092

 
167,748

 
147,129

Commercial automobile
36,440

 
30,056

 
102,055

 
98,684

Products liability
24,954

 
23,870

 
71,856

 
87,106

Other
68,210

 
64,997

 
199,761

 
179,881

Total specialty
367,417

 
326,239

 
1,047,567

 
955,705

Regional
 
 
 
 
 
 
 
Commercial multiple peril
98,200

 
97,642

 
292,030

 
290,755

Commercial automobile
72,537

 
75,082

 
217,021

 
226,719

Workers’ compensation
55,133

 
53,788

 
163,602

 
160,466

Other
41,272

 
41,577

 
122,770

 
120,447

Total regional
267,142

 
268,089

 
795,423

 
798,387

Alternative Markets
 
 
 
 
 
 
 
Primary workers’ compensation
70,172

 
64,421

 
199,768

 
192,393

Excess workers’ compensation
40,038

 
53,485

 
126,940

 
169,536

Other
46,610

 
30,924

 
127,448

 
96,913

Total alternative markets
156,820

 
148,830

 
454,156

 
458,842

Reinsurance
 
 
 
 
 
 
 
Casualty
75,917

 
82,273

 
228,529

 
230,418

Property
27,989

 
20,853

 
86,691

 
77,898

Total reinsurance
103,906

 
103,126

 
315,220

 
308,316

International
 
 
 
 
 
 
 
Professional liability
24,982

 
20,207

 
69,875

 
63,978

Property
38,452

 
24,189

 
106,038

 
53,001

Reinsurance
26,330

 
20,791

 
68,779

 
51,691

Automobile
18,428

 
18,313

 
53,425

 
52,996

Workers’ compensation
18,884

 
14,555

 
54,480

 
41,606

Other liability
16,323

 
10,822

 
41,785

 
30,868

Other
17,139

 
12,136

 
48,816

 
30,596

Total international
160,538

 
121,013

 
443,198

 
324,736

Total
$
1,055,823

 
$
967,297

 
$
3,055,564

 
$
2,845,986


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(17) Commitments, Litigation and Contingent Liabilities
The Company’s subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of their insurance and reinsurance businesses. The Company’s estimates of the costs of settling such matters are reflected in its aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations. However, adverse outcomes are possible and could negatively impact the Company’s financial condition and results of operations.

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SAFE HARBOR STATEMENT
This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as "believes,” “expects,” “potential,” “continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2011 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information is not and should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage and private equity investments; the impact of significant competition; the uncertain nature of damage theories and loss amounts; natural and man-made catastrophic losses, including as a result of terrorist activities; general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; the impact of the economic downturn, and the potential effect of any legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2007; the ability of our reinsurers to pay reinsurance recoverables owed to us; foreign currency and political risks relating to our international operations; other legislative and regulatory developments, including those related to business practices in the insurance industry; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; our ability to attract and retain key personnel and qualified employees; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). These risks and uncertainties could cause our actual results for the year 2011 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed in our Annual Report on Form 10-K, elsewhere in this Form 10-Q and our other SEC filings. Forward-looking statements speak only as of the date on which they are made. Except to the extent required by applicable laws, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview
W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five business segments: specialty, regional, alternative markets, reinsurance and international. Our decentralized structure provides us with the flexibility to respond to local or specific market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better understand their individual needs and risk characteristics. While providing our business units with certain operating autonomy, our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment and reinsurance management, and actuarial, financial and corporate legal staff support. The Company’s primary sources of revenues and earnings are its insurance operations and its investments.
Twenty-one of our operating units have been formed since 2006 to capitalize on various business opportunities. These newer units are focused on important parts of the economy in the U.S., including healthcare, energy and agriculture, and on growing international markets, including Norway, Australia, Southeast Asia and South America.
The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The ultimate adequacy of premium rates is not known with certainty at the time a property casualty insurance policy is issued because premiums are determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court decisions that define and change the extent of coverage and the effects of economic inflation on the amount of compensation for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of policyholders’ surplus employed in the industry, and the industry’s willingness to deploy that capital.
Beginning in 2005, the property casualty insurance market became more competitive and insurance rates decreased across most business lines. Increased competition and the impact of the current economic downturn also put pressure on policy terms and conditions. While prices began to increase in 2011, loss costs are also increasing and current market price levels for certain lines of business remain below the prices required for the Company to achieve its return objectives. Price changes are reflected in the Company’s results over time as premiums are earned.
The Company’s profitability is also affected by its investment income. The Company’s invested assets, which are derived from its own capital and cash flow from its insurance business, are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by general interest rates, which are at historically low levels, as well as the credit quality and duration of the securities. The Company also invests in equity securities, merger arbitrage, private equity investments, investment funds and real estate.

Critical Accounting Estimates
The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses, assumed premiums and other-than-temporary impairments of investments. Management believes these policies and estimates are the most critical to its operations and require the most difficult, subjective and complex judgments.
Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.
In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment. The estimate represents an informed judgment based on general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IBNR”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in addition to the economic value of losses. These factors include historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are based

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on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed.
The risk and complexity of estimating loss reserves have increased under the current financial market conditions. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or decreases that would be reflected in our operations in periods in which such assumptions are changed.
Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of future trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events.
Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business, where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit.
The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of aggregate policy limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles and attachment points.
The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead to significantly different reserve estimates.
Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss

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controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations.
Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IBNR is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags.
The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect historical changes, current trends and other factors observed. If the actual level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s estimate. The following table reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on our loss estimate for claims occurring in 2010, the most recent full year of loss data (dollars in thousands):
 
Frequency (+/-)
Severity (+/-)
1%
 
5%
 
10%
1%
50,450

 
151,851

 
278,603

5%
151,851

 
257,268

 
389,040

10%
278,603

 
389,040

 
527,086

Our net reserves for losses and loss expenses of approximately $8.1 billion as of September 30, 2011, relate to multiple accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or lower than the amounts reflected above.
Approximately $1.5 billion, or 18%, of the Company’s net loss reserves as of September 30, 2011 relate to our reinsurance segment. There is a higher degree of uncertainty and greater variability regarding estimates of assumed loss reserves because those estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is extended. Management considers the impact of delayed reporting in its selection of assumed loss development factors.
Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding companies to determine the accuracy and completeness of information provided to the Company. The information received from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business as well as industry loss trends and loss development benchmarks.


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Table of Contents

Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of September 30, 2011 and December 31, 2010:
 
(Dollars in thousands)
September 30, 2011
 
December 31,
2010

Specialty
$
2,883,638

 
$
2,883,823

Regional
1,299,937

 
1,285,004

Alternative markets
1,964,666

 
1,867,470

Reinsurance
1,455,184

 
1,507,353

International
525,974

 
455,871

Net reserves for losses and loss expenses
8,129,399

 
7,999,521

Ceded reserves for losses and loss expenses
1,132,185

 
1,017,028

Gross reserves for losses and loss expenses
$
9,261,584

 
$
9,016,549

Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of September 30, 2011 and December 31, 2010:
 
(Dollars in thousands)
Reported Case
Reserves
 
Incurred But
Not Reported
 
Total
September 30, 2011
 
 
 
 
 
General liability
$
884,810

 
$
2,001,597

 
$
2,886,407

Workers’ compensation
1,308,728

 
988,649

 
2,297,377

Commercial automobile
272,792

 
183,726

 
456,518

International
275,383

 
250,591

 
525,974

Other
220,987

 
286,952

 
507,939

Total primary
2,962,700

 
3,711,515

 
6,674,215

Reinsurance
604,251

 
850,933

 
1,455,184

Total
$
3,566,951

 
$
4,562,448

 
$
8,129,399

December 31, 2010
 
 
 
 
 
General liability
$
873,553

 
$
2,038,814

 
$
2,912,367

Workers’ compensation
1,188,117

 
1,022,331

 
2,210,448

Commercial automobile
325,686

 
173,247

 
498,933

International
195,981

 
259,890

 
455,871

Other
158,794

 
255,755

 
414,549

Total primary
2,742,131

 
3,750,037

 
6,492,168

Reinsurance
639,997

 
867,356

 
1,507,353

Total
$
3,382,128

 
$
4,617,393

 
$
7,999,521

Reserves for primary and excess workers’ compensation business are net of an aggregate net discount of $902 million and $898 million as of September 30, 2011 and December 31, 2010, respectively.


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Table of Contents

The following table presents development in our estimate of claims occurring in prior years:
 
 
For the Three Months
Ended September 30,
 
For the Nine Months
Ended September 30,
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Favorable (adverse) reserve development:
 
 
 
 
 
 
 
Specialty
$
35,489

 
$
13,461

 
$
96,625

 
$
70,511

Regional
10,268

 
19,264

 
25,277

 
68,892

Alternative markets
5,057

 
6,931

 
(2,088
)
 
17,485

Reinsurance
4,312

 
8,852

 
18,674

 
39,247

International
709

 
(661
)
 
3,611

 
2,826

Total favorable reserve development
55,835

 
47,847

 
142,099

 
198,961

Premium offsets (1):
 
 
 
 
 
 
 
Specialty
76

 
2,525

 
321

 
211

Alternative markets
136

 
499

 
(20
)
 
75

Reinsurance

 
(330
)
 

 
(19,363
)
Net development
$
56,047

 
$
50,541

 
$
142,400

 
$
179,884

 _____________
(1)
Represents portion of reserve development offset by premium adjustments.
For the nine months ended September 30, 2011 estimates for claims occurring in prior years decreased by $142 million. The favorable reserve development in 2011 was primarily attributable to accident years 2007 through 2009. The changes in prior year loss reserve estimates are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims and aggregate claim trends.
Specialty - The majority of the favorable reserve development for the specialty segment during the first nine months of 2011 and 2010 was associated with excess and surplus (“E&S”) business. E&S insurers are free from rate and form regulation and generally charge higher rates for business than those that are charged in the “standard” market. Beginning in 2003, the E&S business began to experience improved claim frequency (i.e., a lower number of reported claims per unit of exposure). One reason for the lower number of claims was the Company’s introduction of more restrictive policy language which included additional exclusions that eliminated claims that would have previously been covered, particularly for the Company’s building contractor business. In addition, as standard carriers tightened their underwriting criteria, the Company benefited from an influx of accounts from the standard market to the E&S market during these years. The more restrictive policy language and the influx of standard market business resulted in an improved risk profile within the E&S business and a reduction in loss costs that was not expected at the time loss reserves were initially established. We began to recognize those trends in 2007 and have continued to reduce our estimates of ultimate claim costs since then as the magnitude of the frequency trends has become more evident. The favorable reserve development in 2011 was primarily attributable to accident years 2007 through 2009.
Regional - The favorable reserve development for the regional segment during the first nine months of 2011 was primarily related to the general liability portion of commercial multi-peril business and to commercial automobile liability business. The favorable reserve development resulted mainly from lower loss emergence on known case reserves relative to historical levels. The favorable reserve development was primarily attributable to accident years 2007 through 2009.
Alternative Markets - The unfavorable reserve development for the alternative markets segment during the first nine months of 2011 was related to an increase in prior year reserves for excess workers’ compensation business, partially offset by a decrease in prior year reserves for primary workers’ compensation business and for medical excess business. The increase in loss reserves for excess workers’ compensation business was related primarily to increased medical and pharmaceutical costs associated with certain long-term disability claims. The majority of favorable reserve development for primary workers’ compensation was related to California business, where the impact of legislative reforms continues to be reflected in improved loss trends.
Reinsurance - The favorable development for the reinsurance segment during the first nine months of 2011 was primarily related to certain facultative program business and to business written through Lloyd’s of London. The favorable development for the segment was spread across underwriting years 2005 through 2010 and resulted from lower than expected reported losses.



26

Table of Contents

Loss Reserve Discount - The Company discounts its liabilities for excess and assumed workers’ compensation business because of the long period of time over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on investment securities supporting the liabilities. The expected losses and loss expense payout pattern subject to discounting was derived from the Company’s loss payout experience. For non-proportional business, reserves for losses and loss expenses have been discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. For proportional business, reserves for losses and loss expenses have been discounted at the statutory rate permitted by the Department of Insurance of the State of Delaware of 2.5%. As of September 30, 2011, the aggregate blended discount rates ranged from 2.5% to 6.5%, with a weighted average discount rate of 4.3%. The aggregate net discount, after reflecting the effects of ceded reinsurance, was $902 million and $898 million as of September 30, 2011 and December 31, 2010, respectively.
Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are recorded. Estimated assumed premiums receivable were approximately $70 million and $58 million at September 30, 2011 and December 31, 2010, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of market conditions, economic trends and experience with similar lines of business. These premium estimates represent management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements.
Other-Than-Temporary Impairments (OTTI) of Investments. The cost of securities is adjusted where appropriate to include a provision for decline in value which is considered to be other-than-temporary. An other-than-temporary decline is considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not expect the fair value to recover prior to the time of sale or maturity. Since equity securities do not have a contractual cash flow or maturity, the Company considers whether the price of an equity security is expected to recover within a reasonable period of time.
The Company classifies its fixed maturity securities and preferred stocks by credit rating, primarily based on ratings assigned by credit rating agencies. For purposes of classifying securities with different ratings, the Company uses the lower rating if two ratings were assigned and the middle rating if three ratings were assigned, unless the Company’s own analysis indicates that the lower rating is more appropriate. Securities that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis.
Fixed Maturity Securities – For securities that we intend to sell or, more likely than not, would be required to sell, a decline in value below amortized cost is considered to be OTTI. The amount of OTTI is equal to the difference between amortized cost and fair value at the balance sheet date. For securities that we do not intend to sell or expect to be required to sell, a decline in value below amortized cost is considered to be an OTTI if we do not expect to recover the entire amortized cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security).
The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the fair value of the security) is recognized in other comprehensive income.
Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities, collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit impairment.


27

Table of Contents

The following table provides a summary of all fixed maturity securities in an unrealized loss position as of September 30, 2011:
 
(Dollars in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Unrealized
Loss
Unrealized loss less than 20% of amortized cost
184

 
$
1,337,317

 
$
51,803

Unrealized loss of 20% or greater of amortized cost:
 
 
 
 
 
Twelve months and longer
11

 
50,407

 
20,770

Total
195

 
$
1,387,724

 
$
72,573

A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at September 30, 2011 is presented in the table below.
 
(Dollars in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Gross
Unrealized
Loss
Unrealized loss less than $5 million:
 
 
 
 
 
Mortgage-backed securities
14

 
$
104,165

 
$
6,369

Corporate
15

 
65,293

 
3,537

State and municipal
4

 
31,736

 
4,830

Foreign
4

 
8,953

 
165

Unrealized loss $5 million or more
 
 
 
 
 
Mortgage-backed security (1)
1

 
17,365

 
5,549

Total
38

 
$
227,512

 
$
20,450

_______________
(1) This investment is a residential mortgage-backed security that was evaluated based on the performance of the underlying collateral under various economic and default scenarios. The security has met its contractual obligations and the Company expects that it will continue to meet those contractual payment obligations as they become due. Based on this evaluation, the Company does not consider the investment to be OTTI.
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. None of these securities are delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI.
Preferred Stocks – At September 30, 2011, there were six preferred stocks in an unrealized loss position, with an aggregate fair value of $59 million and a gross unrealized loss of $15 million. Three of those preferred stocks with an aggregate fair value of $13 million and a gross unrealized loss of $5 million are rated non-investment grade. Based upon management’s view of the underlying value of these securities, the Company does not consider any of the preferred stocks to be OTTI.
Common Stocks – At September 30, 2011, the Company owned eleven common stocks in an unrealized loss position with an aggregate fair value of $88 million and an aggregate unrealized loss of $12 million. The Company does not consider these common stocks to be OTTI.
Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to earnings. Loans receivable are reported net of a valuation reserve of $20 million at September 30, 2011 and December 31, 2010.
The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate.


28

Table of Contents


Fair Value Measurements. The Company’s fixed maturity and equity securities available for sale and its trading account securities are carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2.

In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable pricing information. The Company determines whether inputs are observable based on the use of such information by pricing services and external investment managers, the uninterrupted availability of such inputs, the need to make significant adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair value hierarchy.
Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities, securities that are infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections and business developments of the issuer and other relevant information.
The following table summarizes pricing methods for fixed maturity securities available for sale as of September 30, 2011 (dollars in thousands):
 
 
Carrying
Value
 
Percent
of Total
Pricing source:
 
 
 
Independent pricing services
$
10,527,923

 
94.7
%
Syndicate manager
104,766

 
0.9
%
Directly by the Company based on:
 
 
 
Observable data
409,299

 
3.7
%
Cash flow model
74,004

 
0.7
%
Total
$
11,115,992

 
100.0
%
Independent pricing services - The vast majority of the Company’s fixed maturity securities available for sale were priced by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited number of foreign securities held by the Company). The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of September 30, 2011, the Company did not make any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by the independent pricing services, these securities were classified as Level 2.



29

Table of Contents


Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices. Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as Level 2.
Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on observable market data where available, including current trading levels for similar securities and non-binding quotations from brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable data, they were classified as Level 2.
Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as Level 3.





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Table of Contents

Results of Operations for the Nine Months Ended September 30, 2011 and 2010

Business Segment Results
Following is a summary of gross and net premiums written, premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of premiums earned), expense ratios (underwriting expenses expressed as a percentage of premiums earned) and United States Generally Accepted Accounting Principles (“GAAP”) combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the nine months ended September 30, 2011 and 2010. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit.
(Dollars in thousands)
2011
 
2010
Specialty
 
 
 
Gross premiums written
$
1,344,139

 
$
1,131,216

Net premiums written
1,146,091

 
975,188

Premiums earned
1,047,567

 
955,705

Loss ratio
57.8
%
 
59.0
%
Expense ratio
32.7
%
 
32.7
%
GAAP combined ratio
90.5
%
 
91.7
%
Regional
 
 
 
Gross premiums written
$
881,224

 
$
889,362

Net premiums written
817,380

 
802,691

Premiums earned
795,423

 
798,387

Loss ratio
71.5
%
 
60.7
%
Expense ratio
36.0
%
 
35.5
%
GAAP combined ratio
107.5
%
 
96.2
%
Alternative Markets
 
 
 
Gross premiums written
$
656,062

 
$
572,518

Net premiums written
497,117

 
479,565

Premiums earned
454,156

 
458,842

Loss ratio
71.9
%
 
65.9
%
Expense ratio
26.7
%
 
25.8
%
GAAP combined ratio
98.6
%
 
91.7
%
Reinsurance
 
 
 
Gross premiums written
$
337,696

 
$
323,800

Net premiums written
319,524

 
304,832

Premiums earned
315,220

 
308,316

Loss ratio
60.9
%
 
53.3
%
Expense ratio
40.7
%
 
41.4
%
GAAP combined ratio
101.6
%
 
94.7
%
International
 
 
 
Gross premiums written
$
602,313

 
$
444,088

Net premiums written
486,745

 
369,734

Premiums earned
443,198

 
324,736

Loss ratio
61.6
%
 
62.8
%
Expense ratio
39.7
%
 
40.9
%
GAAP combined ratio
101.3
%
 
103.7
%
Consolidated
 
 
 
Gross premiums written
$
3,821,434

 
$
3,360,984

Net premiums written
3,266,857

 
2,932,010

Premiums earned
3,055,564

 
2,845,986

Loss ratio
64.3
%
 
60.4
%
Expense ratio
34.5
%
 
34.3
%
GAAP combined ratio
98.8
%
 
94.7
%


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Table of Contents

Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the nine months ended September 30, 2011 and 2010 (amounts in thousands, except per share data):
 
 
2011
 
2010
Net income to common stockholders
$
276,877

 
$
322,436

Weighted average diluted shares
146,553

 
157,054

Net income per diluted share
$
1.89

 
$
2.05

The Company reported net income of $277 million in 2011 compared to $322 million in 2010. The decrease in net income was primarily due to a decline in underwriting income, partially offset by an increase in investment income and net investment gains. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2010 and 2011.
Premiums. Gross premiums written were $3,821 million in 2011, an increase of 14% from $3,361 million in 2010. The increase in gross premiums written was primarily due to growth in our specialty and international business segments as a result of expansion into new markets. Approximately 80% of policies expiring in the first nine months of 2011 were renewed, compared with a 77% renewal retention rate for policies expiring in full year 2010. The average rate (i.e., average premium adjusted for change in exposures) for policies that renewed in 2011 increased by 1.7%.
Beginning in 2005, the property casualty insurance market became more competitive and insurance rates decreased across most business lines. While prices increased in 2011, loss costs are also increasing and current market price levels for certain lines of business remain below the prices required for the Company to achieve its return objectives. A summary of gross premiums written in 2011 compared with 2010 by line of business within each business segment follows:
Specialty gross premiums increased 19% to $1,344 million in 2011 from $1,131 million in 2010 primarily due to increased business in the energy and environmental markets. Gross premiums written increased 29% for commercial automobile and other liability, 21% for property lines, 11% for products liability and 9% for professional liability.
Regional gross premiums decreased 1% to $881 million in 2011 from $889 million in 2010. Gross premiums written decreased 2% for commercial automobile, and increased 6% for workers’ compensation and 3% for commercial multiple peril. Gross premiums written in 2010 included $27 million of assigned risk premiums that were transferred to the alternative markets segment in 2011 (see below).
Alternative markets gross premiums increased 15% to $656 million in 2011 from $573 million in 2010. The increase was primarily due to an increase in assigned risk premiums, including assigned risk premiums transferred from the regional segment as described above. Gross premiums for assigned risk plans, which are fully reinsured, were $114 million in 2011 and $51 million in 2010. For the remainder of the alternative markets segment, gross premiums written increased 4% to $542 million in 2011 from $522 million in 2010. This includes increases of 70% for accident and health products and 10% for primary workers’ compensation and a decrease of 22% for excess workers’ compensation.
Reinsurance gross premiums increased 4% to $338 million in 2011 from $324 million in 2010. Gross premiums written increased 19% to $106 million for property business and decreased 1% to $232 million for casualty business.
International gross premiums increased 36% to $602 million in 2011 from $444 million in 2010. The increase is primarily due to an increase in business written by our Lloyd’s operation, our companies in South America, and new insurance branches in Germany, Norway and Canada. Gross premiums written increased 62% for property lines, 57% for liability lines, 30% for workers’ compensation, 31% for reinsurance assumed, 8% for automobile and 32% for professional liability. In addition, three percentage points of the 36% increase in gross premiums written resulted from changes in foreign exchange rates.
Net premiums written were $3,267 million in 2011, an increase of 11% from $2,932 million in 2010. Ceded reinsurance premiums as a percentage of gross written premiums increased to 15% in 2011 from 13% in 2010. The increase in the percentage of business ceded was due to the increase in premiums written by new companies, which cede a higher portion of their gross premiums, and to growth in premiums written by assigned risk plans, which cede 100% of their gross premiums.
Premiums earned increased 7% to $3,056 million in 2011 from $2,846 million in 2010. Insurance premiums are generally earned evenly over the policy term, and premiums earned in 2011 are related to business written during both 2011 and 2010.


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Table of Contents

Net Investment Income. Following is a summary of net investment income for 2011 and 2010:
 
 
Amount
 
Average Annualized
Yield
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Fixed maturity securities, including cash and cash equivalents, loans receivable and real estate
$
370,557

 
$
373,375

 
4.0
%
 
4.1
 %
Investment funds
23,836

 
(12,786
)
 
6.1
%
 
(4.0
)%
Arbitrage trading account and funds
7,929

 
26,005

 
2.6
%
 
7.3
 %
Equity securities available for sale
9,544

 
8,716

 
3.5
%
 
3.7
 %
Gross investment income
411,866

 
395,310

 
4.0
%
 
4.0
 %
Investment expenses
(2,605
)
 
(2,875
)
 
 
 
 
Total
$
409,261

 
$
392,435

 
4.0
%
 
3.9
 %
Net investment income increased 4% to $409 million in 2011 from $392 million in 2010. The increase in investment income was due to an increase in income from investment funds, partially offset by a decrease in investment income from arbitrage. The increase in investment income from investment funds, which are reported on a one-quarter lag, was primarily due to higher income from energy and real estate funds. Average invested assets, at cost (including cash and cash equivalents) were $13.6 billion in 2011 and $13.3 billion in 2010.
Insurance Service Fees. Insurance service fees consist of fee-based services to help clients develop and administer self-insurance programs, primarily for workers’ compensation coverage. Service fees increased to $69 million in 2011 from $64 million in 2010 due to an increase in fees received for administering assigned risk plans.
Net Investment Gains. The Company buys and sells securities on a regular basis in order to maximize its total return on investments. Decisions to sell securities are based on management’s view of the underlying fundamentals of specific securities as well as management’s expectations regarding interest rates, credit spreads, values and general economic conditions. Net realized gains on investment sales were $74 million in 2011 compared with $26 million in 2010.
Other-Than-Temporary Impairments. The cost of securities is adjusted where appropriate to include a provision for decline in value which is considered to be other-than-temporary. Other-than-temporary impairments were $0.4 million in 2011 compared with $4 million in 2010.
Revenues from Wholly-Owned Investees. These revenues were derived from aviation-related businesses that provide services to the general aviation market, including fuel and line service, aircraft sales and maintenance, avionics and engineering services and parts fabrication. Revenues from wholly-owned investees were $176 million in 2011 compared with $166 million in 2010 due to increased aircraft sales.
Losses and Loss Expenses. Losses and loss expenses increased to $1,965 million in 2011 from $1,718 million in 2010. The consolidated loss ratio of 64.3% in 2011 was 3.9 points higher than the loss ratio of 60.4% in 2010. Catastrophe losses, which were primarily from hurricanes and severe wind and hail storms in the United States and the Japanese earthquake, were $139 million in 2011 compared with $75 million in 2010, an increase of 1.9 loss ratio points. Favorable prior year reserve development was $142 million in 2011 compared with $180 million in 2010, a difference of 1.7 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 0.3 points to 64.4% in 2011 from 64.1% in 2010. A summary of loss ratios in 2011 compared with 2010 by business segment follows:
Specialty - The loss ratio of 57.8% in 2011 was 1.2 points lower than the loss ratio of 59.0% in 2010. Catastrophe losses were $16 million in 2011 compared with none in 2010, an increase of 1.5 loss ratio points. Favorable prior year reserve development was $97 million in 2011 compared with $71 million in 2010, a difference of 1.9 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development decreased 0.8 points to 65.6% in 2011 from 66.4% in 2010.
Regional - The loss ratio of 71.5% in 2011 was 10.8 points higher than the loss ratio of 60.7% in 2010. Catastrophe losses were $85 million in 2011 compared with $67 million in 2010, an increase of 2.3 loss ratio points. Favorable prior year reserve development was $25 million in 2011 compared with $69 million in 2010, a difference of 5.5 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 3.0 points to 64.0% in 2011 from 61.0% in 2010 due to earned pricing and loss cost trends.

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Table of Contents


Alternative markets - The loss ratio of 71.9% in 2011 was 6.0 points higher than the loss ratio of 65.9% in 2010. Catastrophe losses were $1.5 million in 2011 compared with none in 2010, an increase of 0.3 loss ratio points. Prior year reserves increased by $2 million in 2011 compared with a decrease of $17 million in 2010, a difference of 4.3 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 1.4 points to 71.1% in 2011 from 69.7 in 2010.
Reinsurance - The loss ratio of 60.9% in 2011 was 7.6 points higher than the loss ratio of 53.3% in 2010. Catastrophe losses were $18 million in 2011 compared with $4 million in 2010, an increase of 4.3 loss ratio points. Favorable prior year reserve development was $19 million in 2011 and $20 million in 2010, a difference of 0.5 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 2.7 points to 61.2% in 2011 from 58.5% in 2010.
International - The loss ratio was 61.6% in 2011 was 1.2 points lower than the loss ratio of 62.8% in 2010. Catastrophe losses were $19 million in 2011 compared with $4 million in 2010, and increase of 3.0 loss ratio points. Favorable prior year reserve development was $3 million in 2011 and $3 million in 2010. The loss ratio excluding catastrophe losses and favorable prior year reserve development decreased 4.2 points to 58.2% in 2011 from 62.4%.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses for 2011 and 2010:
 
(Dollars in thousands)
2011
 
2010
Underwriting expenses
$
1,055,589

 
$
975,542

Service expenses
55,764

 
54,442

Net foreign currency gains
(2,171
)
 
(5,627
)
Other costs and expenses
83,858

 
83,650

Total
$
1,193,040

 
$
1,108,007

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) increased to 34.5% in 2011 from 34.3% in 2010.
Service expenses, which represent the costs associated with the fee-based businesses, were $56 million in 2011 and $54 million in 2010.
Net foreign currency gains result from transactions denominated in a currency other than the operating unit’s functional currency. The gains were primarily attributable to foreign operating units holding assets denominated in U.S. dollars.
Other costs and expenses, which represent corporate expenses, were $84 million in 2011 and 2010.
Expenses from Wholly-Owned Investees. These expenses represent costs associated with aviation-related businesses that include cost of goods sold related to aircraft and other sales sales, labor and equipment costs related to repairs and other services and general and administrative expenses. Expenses from wholly-owned investees were $174 million in 2011 compared to $160 million in 2010, due to an increase in aircraft sales and related cost of goods sold.
Interest Expense. Interest expense increased 7% to $84 million primarily due to the issuance of $300 million of 5.375% senior notes in September 2010, partially offset by the repayment of $150 million of 5.125% senior notes in September 2010.
Income Taxes. The effective income tax rate was 25% in 2011 and in 2010. The effective income tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income.


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Table of Contents

Results of Operations for the Three Months Ended September 30, 2011 and 2010
Business Segment Results
Following is a summary of gross and net premiums written, premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of premiums earned), expense ratios (underwriting expenses expressed as a percentage of premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the three months ended September 30, 2011 and 2010. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit.
 
(Dollars in thousands)
2011
 
2010
Specialty
 
 
 
Gross premiums written
$
454,560

 
$
383,877

Net premiums written
382,541

 
330,985

Premiums earned
367,417

 
326,239

Loss ratio
58.3
%
 
61.6
%
Expense ratio
32.7
%
 
32.0
%
GAAP combined ratio
91.0
%
 
93.6
%
Regional
 
 
 
Gross premiums written
$
301,542

 
$
300,010

Net premiums written
277,177

 
272,116

Premiums earned
267,142

 
268,089

Loss ratio
74.2
%
 
62.6
%
Expense ratio
35.7
%
 
35.6
%
GAAP combined ratio
109.9
%
 
98.2
%
Alternative Markets
 
 
 
Gross premiums written
$
222,423

 
$
184,568

Net premiums written
174,744

 
152,068

Premiums earned
156,820

 
148,830

Loss ratio
70.9
%
 
68.0
%
Expense ratio
26.7
%
 
26.0
%
GAAP combined ratio
97.6
%
 
94.0
%
Reinsurance
 
 
 
Gross premiums written
$
118,266

 
$
102,785

Net premiums written
113,620

 
98,428

Premiums earned
103,906

 
103,126

Loss ratio
61.5
%
 
53.7
%
Expense ratio
40.9
%
 
39.5
%
GAAP combined ratio
102.4
%
 
93.2
%
International
 
 
 
Gross premiums written
$
209,509

 
$
150,155

Net premiums written
178,057

 
133,109

Premiums earned
160,538

 
121,013

Loss ratio
60.0
%
 
60.1
%
Expense ratio
38.9
%
 
38.3
%
GAAP combined ratio
98.9
%
 
98.4
%
Consolidated
 
 
 
Gross premiums written
$
1,306,300

 
$
1,121,395

Net premiums written
1,126,139

 
986,706

Premiums earned
1,055,823

 
967,297

Loss ratio
64.8
%
 
61.8
%
Expense ratio
34.3
%
 
33.6
%
GAAP combined ratio
99.1
%
 
95.4
%


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Table of Contents

Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the three months ended September 30, 2011 and 2010 (amounts in thousands, except per share data):
 
 
2011
 
2010
Net income to common stockholders
$
77,308

 
$
93,619

Weighted average diluted shares
144,538

 
154,160

Net income per diluted share
$
0.53

 
$
0.61

The Company reported net income of $77 million in 2011 compared to $94 million in 2010. The decrease in net income was primarily due to a decline in underwriting income. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2010 and 2011.
Premiums. Gross premiums written were $1,306 million in 2011, an increase of 16% from $1,121 million in 2010. The increase in gross premiums written was primarily due to growth in our specialty and international business segments as a result of expansion into new markets. Approximately 79% of policies expiring in the third quarter of 2011 were renewed, compared with a 77% renewal retention rate for policies expiring in full year 2010. The average rate (i.e., average premium adjusted for change in exposures) for policies that renewed in 2011 increased by approximately 3%.
Beginning in 2005, the property casualty insurance market became more competitive and insurance rates decreased across most business lines. While prices increased in 2011, loss costs are also increasing and current market price levels for certain lines of business remain below the prices required for the Company to achieve its return objectives. A summary of gross premiums written in 2011 compared with 2010 by line of business within each business segment follows:
Specialty gross premiums increased 18% to $455 million in 2011 from $384 million in 2010 primarily due to increased business in the energy and environmental markets. Gross premiums written increased 25% for commercial automobile, 31% for other liability, 17% for property lines, 9% for professional liability and 19% for products liability.
Regional gross premiums increased 1% to $302 million in 2011 from $300 million in 2010. Gross premiums written increased 7% for workers’ compensation and 6% for commercial multiple peril and decreased 2% for commercial automobile. Gross premiums written in 2010 included $8 million of assigned risk plan premiums that were transferred to the alternative markets segment in 2011 (see below).
Alternative markets gross premiums increased 21% to $222 million in 2011 from $185 million in 2010. The increase was primarily due to an increase in assigned risk premiums, including assigned risk premiums transferred from the regional segment as described above. Gross premiums for assigned risk plans, which are fully reinsured, were $31 million in 2011 and $15 million in 2010. For the remainder of the alternative markets segment, gross premiums increased 12% to $191 million in 2011 from $170 million in 2010. This includes increases of 84% for accident and health products and 11% for primary workers’ compensation and decreased by 22% for excess workers’ compensation.
Reinsurance gross premiums increased 15% to $118 million in 2011 from $103 million in 2010. Gross premiums written decreased 3% to $82 million for casualty business and increased 105% to $36 million for property business.
International gross premiums increased 40% to $210 million in 2011 from $150 million in 2010. The increase was primarily due to an increase in business written by our Lloyd’s operation, our companies in South America, and new insurance branches in Germany and Norway. Gross premiums written increased 75% for property lines, 21% for liability lines, 29% for workers’ compensation, 52% for reinsurance assumed, 11% for automobile and 41% for professional liability. In addition, three percentage points of the 40% increase in gross premiums written resulted from changes in foreign exchange rates.
Net premiums written were $1,126 million in 2011, an increase of 14% from $987 million in 2010. Ceded reinsurance premiums as a percentage of gross written premiums increased to 14% in 2011 from 12% in 2010. The increase in the percentage of business ceded was due to the increase in premiums written by new companies, which cede a higher portion of their gross premiums, and to growth in premiums written by assigned risk plans, which cede 100% of their gross premiums.
Premiums earned increased 9% to $1,056 million in 2011 from $967 million in 2010. Insurance premiums are generally earned evenly over the policy term, and premiums earned in 2011 are related to business written during both 2011 and 2010.


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Table of Contents

Net Investment Income. Following is a summary of net investment income for 2011 and 2010:
 
 
Amount
 
Average Annualized
Yield
(Dollars in thousands)
2011
 
2010
 
2011
 
2010
Fixed maturity securities, including cash and cash equivalents, loans receivable and real estate
$
123,100

 
$
122,617

 
4.0
 %
 
4.0
 %
Investment funds
(7,699
)
 
(19,044
)
 
(5.6
)%
 
(18.3
)%
Arbitrage trading account and funds
(3,467
)
 
13,651

 
(3.5
)%
 
11.2
 %
Equity securities available for sale
2,795

 
2,723

 
3.2
 %
 
3.4
 %
Gross investment income
114,729

 
119,947

 
3.4
 %
 
3.6
 %
Investment expenses
(666
)
 
(804
)
 
 
 
 
Total
$
114,063

 
$
119,143

 
3.3
 %
 
3.6
 %
Net investment income decreased 4% to $114 million in 2011 from $119 million in 2010. The decrease in investment income was due to a decrease in income from arbitrage was partially offset by a decrease in losses from investment funds. Average invested assets, at cost (including cash and cash equivalents) were $13.7 billion in 2011 and $13.4 billion in 2010.
Insurance Service Fees. Insurance service fees consist of fee-based services to help clients develop and administer self-insurance programs, primarily for workers’ compensation coverage. Service fees were $22 million in 2011 and 2010.
Net Investment Gains. The Company buys and sells securities on a regular basis in order to maximize its total return on investments. Decisions to sell securities are based on management’s view of the underlying fundamentals of specific securities as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Net realized gains on investment sales were $21 million in 2011 compared with $6 million in 2010.
Other-Than-Temporary Impairments. The cost of securities is adjusted where appropriate to include a provision for decline in value which is considered to be other-than-temporary. There were no other-than-temporary impairments in 2011 compared with $1 million in 2010.
Revenues from Wholly-Owned Investees. These revenues were derived from aviation-related businesses that provide services to the general aviation market, including fuel and line service, aircraft sales and maintenance, avionics and engineering services and parts fabrication. Revenues from wholly-owned investees were $66 million in 2011 compared with $62 million in 2010.
Losses and Loss Expenses. Losses and loss expenses increased to $684 million in 2011 from $598 million in 2010. The consolidated loss ratio of 64.8% in 2011 was 3.0 points higher than the loss ratio of 61.8% in 2010. Catastrophe losses, which were primarily from hurricanes and severe wind and hail storms in the United States, were $51 million in 2011 compared with $22 million in 2010, an increase of 2.6 loss ratio points. Favorable prior year reserve development was $56 million in 2011 compared with $51 million in 2010. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 0.6 points to 65.3% in 2011 from 64.7% in 2010. A summary of loss ratios in 2011 compared with 2010 by business segment follows:
Specialty - The loss ratio of 58.3% in 2011 was 3.3 points lower than the loss ratio of 61.6% in 2010. Catastrophe losses were $6 million in 2011 compared with none in 2010, an increase of 1.7 loss ratio points. Favorable prior year reserve development was $36 million in 2011 compared with $16 million in 2010, a difference of 4.8 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development decreased 0.3 points to 66.2% in 2011 from 66.5% in 2010.
Regional - The loss ratio was 74.2% in 2011 was 11.6 points higher than the loss ratio of 62.6% in 2010. Catastrophe losses were $32 million in 2011 compared with $22 million in 2010, an increase of 3.8 loss ratio points. Favorable prior year reserve development was $10 million in 2011 compared with $19 million in 2010, a difference of 3.3 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 4.5 points to 66.1% in 2011 from 61.6% in 2010 due to earned pricing and loss cost trends.

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Table of Contents

Alternative markets - The loss ratio of 70.9% in 2011 was 2.9 points higher than the loss ratio of 68.0% in 2010. Catastrophe losses were $1.2 million in 2011 compared with none in 2010, an increase of 0.7 loss ratio points. Prior year reserves decreased by $5 million in 2011 compared with $8 million in 2010, a difference of 1.7 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development increased 0.5 point to 73.5% in 2011 from 73.0% in 2010.
Reinsurance - The loss ratio of 61.5% in 2011 was 7.8 points higher than the loss ratio of 53.7% in 2010. Catastrophe losses were $6 million in 2011 compared with none in 2010, an increase of 6.1 loss ratio points. Prior year reserves decreased by $4 million in 2011 compared with $9 million in 2010, a difference of 4.1 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development decreased 2.5 points to 59.5% in 2011 from 62.0% in 2010.
International - The loss ratio of 60.0% in 2011 was 0.1 points lower than the loss ratio of 60.1% in 2010. Catastrophe losses were $5 million in 2011 compared with none in 2010, an increase of 3.2 loss ratio points. Prior year reserves were $1 million in 2011 and in 2010, a difference of 1.0 loss ratio points. The loss ratio excluding catastrophe losses and favorable prior year reserve development decreased 2.4 points to 57.2% in 2011 from 59.6% in 2010 due to improved profitability for our businesses in South America and Australia.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses for 2011 and 2010:
 
(Dollars in thousands)
2011
 
2010
Underwriting expenses
$
362,590

 
$
325,340

Service expenses
18,873

 
17,487

Net foreign currency gains
(2,700
)
 
(1,916
)
Other costs and expenses
27,087

 
28,306

Total
$
405,850

 
$
369,217

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) was 34.3% in 2011 compared with 33.6% in 2010 due to increases in internal underwriting costs.
Service expenses, which represent the costs associated with the fee-based businesses, increased 8% to $19 million. The increase was due to an increase in general and administrative expenses.
Net foreign currency gains result from transactions denominated in a currency other than the operating unit’s functional currency.
Other costs and expenses, which represent corporate expenses were $27 million in 2011 compared with $28 million in 2010.
Expenses from Wholly-Owned Investees. These expenses represent costs associated with aviation-related businesses that include cost of goods sold related to aircraft and other sales, labor and equipment costs related to repairs and other services and general and administrative expenses. Expenses from wholly-owned investees were $64 million in 2011 compared to $61 million in 2010.
Interest Expense. Interest expense was $28 million in 2011 compared with $27 million in 2010.
Income Taxes. The effective income tax rate was 21% in 2011 as compared to 23% in 2010. The effective income tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income. Tax exempt investment income comprised a higher portion of the 2011 pre-tax income and as such had a higher impact on the effective tax rate for 2011 compared with 2010.




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Table of Contents

Investments
As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate-term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations.
The Company also attempts to maintain an appropriate relationship between the average duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The average duration of the investment portfolio was 3.5 years at September 30, 2011 and 3.6 years at December 31, 2010. The Company’s investment portfolio and investment-related assets as of September 30, 2011 were as follows:
 
(Dollars in thousands)
Carrying
Value
 
Percent
of Total
Fixed maturity securities:
 
 
 
U.S. government and government agencies
$
1,073,737

 
8
%
State and municipal:
 
 
 
Special revenue
2,114,164

 
16
%
Pre-refunded (1)
1,361,871

 
10
%
State general obligation
965,393

 
7
%
Corporate backed
480,074

 
4
%
Local general obligation
438,318

 
3
%
Total state and municipal
5,359,820

 
40
%
Mortgage-backed securities:
 
 
 
Agency
1,155,843

 
9
%
Residential-Prime
243,817

 
2
%
Residential-Alt A
83,850

 
1
%
Commercial
55,277

 
%
Total mortgage-backed securities
1,538,787

 
12
%
Corporate:
 
 
 
Industrial
1,281,946

 
10
%
Financial
810,086

 
6
%
Asset-backed
323,099

 
2
%
Utilities
198,627

 
1
%
Other
106,689

 
1
%
Total corporate
2,720,447

 
20
%
Foreign government and foreign government agencies
537,979

 
4
%
Total fixed maturity securities
11,230,770

 
84
%
Equity securities available for sale:
 
 
 
Common stocks
310,938

 
2
%
Preferred stocks
127,527

 
1
%
Total equity securities available for sale
438,465

 
3
%
 
 
 
 
Investment funds
610,513

 
5
%
Real estate
346,015

 
3
%
Arbitrage trading account
327,883

 
2
%
Loans receivable
283,560

 
2
%
Investment in arbitrage funds
56,606

 
%
Total investments
$
13,293,812

 
100
%
 ______________
(1)
Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S. government agency securities.



39

Table of Contents

Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio as a result of changes in financial market conditions and tax considerations.
The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates, credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may result in realized gains; however, there is no reason to expect these gains to continue in future periods.
Equity Securities Available for Sale. Equity securities available for sale primarily represent investments in high-dividend yielding common and preferred stocks issued by large market capitalization companies.
Investment Funds. At September 30, 2011, the carrying value of investment funds was $611 million, including investments in real estate funds of $364 million and investments in energy funds of $111 million.
Real Estate. Real estate investments are comprised of an operating commercial office building in London, a commercial land lease in Washington D.C. and a commercial property under development in London.
Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities. Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced tender offers and mergers.
Loans Receivable. Loans receivable, which are carried at amortized cost, have an aggregate cost of $284 million and an aggregate fair value of $266 million at September 30, 2011. Amortized cost of these loans is net of a valuation allowance of $20 million as of September 30, 2011. The seven largest loans have an aggregate amortized cost of $208 million and an aggregate fair value of $188 million as of such date and are secured by commercial real estate. These loans earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through March 2016. The loans are secured by office buildings (89%) and hotels (11%) located primarily in New York City, California, Hawaii and Boston.
Investment in Arbitrage Funds. Investment in arbitrage funds represents investments in limited partnerships that specialize in merger arbitrage and relative value arbitrage. Relative value arbitrage is the business of investing primarily in equity securities with the goal of capitalizing on perceived differences in fundamental values between pairs of companies in similar industries.
Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. As noted above, the Company attempts to manage its interest rate risk by maintaining an appropriate relationship between the average duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The average duration for the fixed maturity portfolio was 3.5 years at September 30, 2011 and 3.6 years at December 31, 2010. In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate.

Liquidity and Capital Resources
      Cash Flow. Cash flow provided from operating activities was $485 million and $391 million for the nine months ended September 30, 2011 and 2010, respectively. The increase in cash flow was due primarily to an increase in premium collections and a decrease in income taxes paid, partially offset by a increase in underwriting expenses and paid claims.
The Company’s insurance subsidiaries’ principal sources of cash are premiums, investment income, service fees and proceeds from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, taxes, operating expenses and dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums, investment income and fees. The Company targets an average duration for its investment portfolio that is within one year of the average duration of its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of fixed income securities are not sufficient to fund claim payments and other cash requirements,

40

Table of Contents

the remainder of the Company’s cash and investments is available to pay claims and other obligations as they become due. The Company’s investment portfolio is highly liquid, with approximately 84% invested in cash, cash equivalents and marketable fixed maturity securities as of September 30, 2011. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the cost and sales price of securities sold would be recognized.
Debt. At September 30, 2011, the Company had senior notes, junior subordinated debentures and other debt outstanding with a carrying value of $1,745 million and a face amount of $1,762 million. The maturities of the outstanding debt are $6 million in 2011, $2 million in 2012, $200 million in 2013, $25 million in 2014, $200 million in 2015, $2 million in 2016, $450 million in 2019, $300 million in 2020, $76 million in 2022, $1 million in 2023, $250 million in 2037 and $250 million in 2045.
Equity. At September 30, 2011, total common stockholders’ equity was $3.9 billion, common shares outstanding were 137,082,096, and stockholders’ equity per outstanding share was $28.18.
Total Capital. Total capitalization (equity, senior notes and other debt and junior subordinated debentures) was $5.6 billion at September 30, 2011. The percentage of the Company’s capital attributable to senior notes, junior subordinated debentures and other debt was 31% at September 30, 2011 and 32% at December 31, 2010.

Item 3.
Quantitative and Qualitative Disclosure About Market Risk
Reference is made to the information under “Investments - Market Risk” under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q.

Item 4.
Controls and Procedures
          Disclosure Controls and Procedures. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14 as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control over Financial Reporting. During the quarter ended September 30, 2011, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings
The Company’s subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of their insurance and reinsurance businesses. The Company’s estimates of the costs of settling such matters are reflected in its aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations.

Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Set forth below is a summary of the shares repurchased by the Company during the three months ended September 30, 2011 and the number of shares remaining authorized for purchase by the Company.

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Table of Contents

 
Total number
of shares
purchased
 
Average price
paid per share
 
Total number of shares purchased
as part of publicly announced
plans
or programs
 
Maximum number of
shares that may yet be
purchased under the
plans or programs
July 2011
826,000

 
$
31.20

 
826,000

 
8,046,438

 
 
August 2011
2,735,829

 
29.43

 
2,735,829

 
5,310,609

 
 
September 2011
428,106

 
$
28.47

 
428,106

 
4,882,503

 
 

The Company’s repurchase authorization was increased to 10,000,000 shares by its board of directors on November 3, 2011.

Item 6. Exhibits
Number 
 
 
(31.1)
 
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
 
 
 
(31.2)
 
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
 
 
 
(32.1)
 
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Table of Contents

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 thereunto duly authorized.
 
 
W. R. BERKLEY CORPORATION
 
Date:
November 7, 2011
/s/ William R. Berkley  
 
 
William R. Berkley 
 
 
Chairman of the Board and Chief Executive Officer 
 
 
 
Date:
November 7, 2011
/s/ Eugene G. Ballard  
 
 
Eugene G. Ballard 
 
 
Senior Vice President - Chief Financial Officer 

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