Annual Statements Open main menu

BERKLEY W R CORP - Quarter Report: 2012 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, 2012
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 October 31, 2012: 135,815,797
 


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 (UNAUDITED)
(Dollars in thousands)
 
September 30,
2012
 
December 31,
2011
Assets
 
 
 
Investments:
 
 
 
Fixed maturity securities
$
11,892,412

 
$
11,312,037

Equity securities available for sale
425,322

 
443,439

Arbitrage trading account
417,446

 
397,312

Investment funds
747,638

 
680,638

Loans receivable
371,408

 
263,187

Real estate
433,686

 
342,905

Total investments
14,287,912

 
13,439,518

Cash and cash equivalents
1,189,564

 
911,742

Premiums and fees receivable
1,409,246

 
1,206,204

Due from reinsurers
1,309,463

 
1,215,679

Accrued investment income
131,790

 
133,776

Prepaid reinsurance premiums
311,355

 
258,271

Deferred policy acquisition costs
400,727

 
364,937

Real estate, furniture and equipment
258,368

 
262,275

Goodwill
87,865

 
87,865

Trading account receivables from brokers and clearing organizations
387,352

 
318,240

Current federal and foreign income taxes
5,122

 
9,670

Other assets
154,148

 
195,696

Total assets
$
19,932,912

 
$
18,403,873

Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Reserves for losses and loss expenses
$
9,562,877

 
$
9,337,134

Unearned premiums
2,480,449

 
2,189,575

Due to reinsurers
303,424

 
241,204

Trading account securities sold but not yet purchased
149,405

 
62,514

Deferred federal and foreign income taxes
69,968

 
2,835

Other liabilities
912,357

 
866,229

Junior subordinated debentures
243,154

 
242,997

Senior notes and other debt
1,877,431

 
1,500,503

Total liabilities
15,599,065

 
14,442,991

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, 135,956,622 and 137,520,019 shares, respectively
47,024

 
47,024

Additional paid-in capital
936,915

 
941,109

Retained earnings
4,800,537

 
4,491,162

Accumulated other comprehensive income
508,152

 
354,851

Treasury stock, at cost, 99,161,296 and 97,597,899 shares, respectively
(1,968,227
)
 
(1,880,790
)
Total stockholders’ equity
4,324,401

 
3,953,356

Noncontrolling interests
9,446

 
7,526

Total equity
4,333,847

 
3,960,882

Total liabilities and equity
$
19,932,912

 
$
18,403,873


See accompanying notes to interim consolidated financial statements.


1

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,
 
2012
 
2011
 
2012
 
2011
REVENUES:
 
 
 
 
 
 
 
Net premiums written
$
1,275,887

 
$
1,126,139

 
$
3,670,404

 
$
3,266,857

Change in net unearned premiums
(89,354
)
 
(70,316
)
 
(236,863
)
 
(211,293
)
Net premiums earned
1,186,533

 
1,055,823

 
3,433,541

 
3,055,564

Net investment income
116,019

 
114,063

 
434,888

 
409,261

Insurance service fees
26,208

 
22,279

 
77,121

 
69,487

Net investment gains:
 
 
 
 
 
 
 
Net realized gains on investment sales
17,226

 
21,238

 
84,989

 
73,812

Change in valuation allowance, net of other-than-temporary impairments
5,000

 

 
9,014

 
(400
)
Net investment gains
22,226

 
21,238

 
94,003

 
73,412

Revenues from wholly-owned investees
68,087

 
65,922

 
173,196

 
175,943

Other income
1,428

 
406

 
2,204

 
1,364

Total revenues
1,420,501

 
1,279,731

 
4,214,953

 
3,785,031

OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
Losses and loss expenses
736,632

 
683,980

 
2,147,306

 
1,965,351

Other operating costs and expenses
451,487

 
407,149

 
1,332,024

 
1,196,936

Expenses from wholly-owned investees
66,177

 
64,388

 
172,438

 
174,059

Interest expense
32,512

 
28,068

 
93,750

 
84,317

Total operating costs and expenses
1,286,808

 
1,183,585

 
3,745,518

 
3,420,663

Income before income taxes
133,693

 
96,146

 
469,435

 
364,368

Income tax expense
(32,685
)
 
(19,775
)
 
(124,291
)
 
(90,282
)
Net income before noncontrolling interests
101,008

 
76,371

 
345,144

 
274,086

Noncontrolling interests
(61
)
 
39

 
(41
)
 
98

Net income to common stockholders
$
100,947

 
$
76,410

 
$
345,103

 
$
274,184

NET INCOME PER SHARE:
 
 
 
 
 
 
 
Basic
$
0.74

 
$
0.55

 
$
2.51

 
$
1.95

Diluted
0.71

 
0.53

 
2.41

 
1.87


See accompanying notes to interim consolidated financial statements.





2

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,
 
2012
 
2011
 
2012
 
2011
Net income before noncontrolling interests
$
101,008

 
$
76,371

 
$
345,144

 
$
274,086

Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in unrealized foreign exchange gains (losses)
26,056

 
(30,957
)
 
24,382

 
(21,104
)
Unrealized holding gains on investment securities arising during the period, net of taxes
79,772

 
39,031

 
188,263

 
125,085

Reclassification adjustment for net investment gains included in net income, net of taxes
(14,811
)
 
(13,784
)
 
(61,743
)
 
(46,910
)
Change in unrecognized pension obligation, net of taxes
823

 
707

 
2,470

 
2,118

Other comprehensive income (loss)
91,840

 
(5,003
)
 
153,372

 
59,189

Comprehensive income
192,848

 
71,368

 
498,516

 
333,275

Comprehensive (income) loss to the noncontrolling interest
(104
)
 
40

 
(112
)
 
87

Comprehensive income to common stockholders
$
192,744

 
$
71,408

 
$
498,404

 
$
333,362


See accompanying notes to interim consolidated financial statements.

3

Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(Dollars in thousands)
 
For the Nine Months Ended
 
September 30,
 
2012
 
2011
COMMON STOCK:
 
 
 
Beginning and end of period
$
47,024

 
$
47,024

ADDITIONAL PAID-IN CAPITAL:
 
 
 
Beginning of period
$
941,109

 
$
935,099

Stock options exercised and restricted stock units issued, net of tax
(24,683
)
 
(26,914
)
Restricted stock units expensed
20,035

 
18,855

Stock issued to directors
454

 
308

End of period
$
936,915

 
$
927,348

RETAINED EARNINGS:
 
 
 
Beginning of period
$
4,491,162

 
$
4,143,207

Net income to common stockholders
345,103

 
274,184

Dividends
(35,728
)
 
(32,274
)
End of period
$
4,800,537

 
$
4,385,117

ACCUMULATED OTHER COMPREHENSIVE INCOME:
 
 
 
Unrealized investment gains (losses):
 
 
 
Beginning of period
$
430,419

 
$
334,747

Unrealized gains on securities not other-than-temporarily impaired
123,579

 
79,435

Unrealized gains (losses) on other-than-temporarily impaired securities
2,870

 
(1,271
)
End of period
556,868

 
412,911

Currency translation adjustments:
 
 
 
Beginning of period
(61,239
)
 
(42,488
)
Net change in period
24,382

 
(21,104
)
End of period
(36,857
)
 
(63,592
)
Net pension asset:
 
 
 
Beginning of period
(14,329
)
 
(15,696
)
Net change in period
2,470

 
2,118

End of period
(11,859
)
 
(13,578
)
Total accumulated other comprehensive income
$
508,152

 
$
335,741

TREASURY STOCK:
 
 
 
Beginning of period
$
(1,880,790
)
 
$
(1,750,494
)
Stock exercised/vested
40,137

 
40,571

Stock repurchased
(128,155
)
 
(177,648
)
Stock issued to directors
581

 
564

End of period
$
(1,968,227
)
 
$
(1,887,007
)
NONCONTROLLING INTERESTS:
 
 
 
Beginning of period
$
7,526

 
$
6,980

Contributions
1,808

 
522

Net loss (income)
41

 
(98
)
Other comprehensive income, net of tax
71

 
11

End of period
$
9,446

 
$
7,415

See accompanying notes to interim consolidated financial statements.

4

Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
 
For the Nine Months Ended
 
September 30,
 
2012
 
2011
CASH FROM (USED IN) OPERATING ACTIVITIES:
 
 
 
Net income to common stockholders
$
345,103

 
$
274,184

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Net investment gains
(94,003
)
 
(73,412
)
Depreciation and amortization
65,089

 
57,332

Noncontrolling interests
41

 
(98
)
Investment funds
(50,124
)
 
(11,236
)
Stock incentive plans
21,070

 
19,727

Change in:
 
 
 
Arbitrage trading account
(2,355
)
 
(2,840
)
Premiums and fees receivable
(192,803
)
 
(111,411
)
Reinsurance accounts
(90,587
)
 
(137,192
)
Deferred policy acquisition costs
(34,843
)
 
(41,635
)
Deferred income taxes
(195
)
 
25,934

Reserves for losses and loss expenses
215,993

 
250,393

Unearned premiums
284,908

 
264,681

Other
(13,945
)
 
(29,184
)
Net cash from (used in) operating activities
453,349

 
485,243

CASH FROM (USED IN) INVESTING ACTIVITIES:
 
 
 
Proceeds from sale of fixed maturity securities
549,876

 
1,129,377

Proceeds from sale of equity securities
233,239

 
112,760

Distributions from (contributions to) investment funds
(6,293
)
 
(148,537
)
Proceeds from maturities and prepayments of fixed maturity securities
1,659,751

 
1,190,751

Purchase of fixed maturity securities
(2,510,322
)
 
(2,118,556
)
Purchase of equity securities
(218,490
)
 
(49,932
)
Real estate purchased
(71,348
)
 
(347,602
)
Change in loans receivable
(106,721
)
 
71,803

Net additions to real estate, furniture and equipment
(22,319
)
 
(37,405
)
Change in balances due to security brokers
79,344

 
122,447

Payment for business purchased, net of cash acquired

 
(8,579
)
Net cash from (used in) investing activities
(413,283
)
 
(83,473
)
CASH FROM (USED IN) FINANCING ACTIVITIES:
 
 
 
Net proceeds from issuance of debt
375,641

 
309

Net proceeds from stock options exercised
8,667

 
13,757

Cash dividends to common stockholders
(35,730
)
 
(32,272
)
Purchase of common treasury shares
(121,362
)
 
(177,648
)
Other, net
15,799

 
16,816

Net cash from (used in) financing activities
243,015

 
(179,038
)
Net impact on cash due to change in foreign exchange rates
(5,259
)
 
446

Net change in cash and cash equivalents
277,822

 
223,178

Cash and cash equivalents at beginning of year
911,742

 
642,952

Cash and cash equivalents at end of period
$
1,189,564

 
$
866,130

See accompanying notes to interim consolidated financial statements.

5

Table of Contents

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, 2011. Reclassifications have been made in the 2011 financial statements as originally reported to conform to the presentation of the 2012 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.

(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 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,
 
 
2012
 
2011
 
2012
 
2011
Basic
 
136,553

 
138,816

 
137,512

 
140,535

Diluted
 
141,637

 
144,538

 
142,941

 
146,553



(3) Recent Accounting Pronouncements
In October 2010, the Financial Accounting Standards Board ("FASB") issued guidance regarding the treatment of costs associated with acquiring or renewing insurance contracts. This guidance modified 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. The Company adopted this guidance effective January 1, 2012 and retrospectively adjusted its previously issued financial statements. The impact of applying this guidance retrospectively was a reduction in stockholders' equity of $51 million as of December 31, 2010.


6

Table of Contents

A summary of the impact of the adoption of this new guidance is shown below (dollars in thousands except per share amounts):
 
Previously Reported
As Adjusted
At December 31, 2011:
 
 
Deferred policy acquisition costs
$
448,795

$
364,937

Deferred tax liability
31,623

2,835

Stockholders' equity
4,008,426

3,953,356

 
 
 
For the Nine Months Ended September 30, 2011:
 
Other operating costs and expenses
$
1,193,040

$
1,196,936

Income before income taxes
368,264

364,368

Federal and foreign income taxes
(91,485
)
(90,282
)
Net income
276,877

274,184

 
 
 
Basic net income per share
$
1.97

$
1.95

Diluted net income per share
1.89

1.87

 
 
 
For the Three Months Ended September 30, 2011:
 
Other operating costs and expenses
$
405,850

$
407,149

Income before income taxes
97,445

96,146

Federal and foreign income taxes
(20,176
)
(19,775
)
Net income
77,308

76,410

 
 
 
Basic net income per share
$
0.56

$
0.55

Diluted net income per share
0.53

0.53



In May 2011, the FASB issued guidance related to measuring and disclosing fair values. The Company's adoption of the updated guidance effective January 1, 2012 resulted in a change in the presentation of the Company's consolidated financial statements but did not have any impact on the Company's results of operations, financial position or liquidity.
 
In June 2011, the FASB issued guidance relating to the presentation of the components of net income and other comprehensive income. The Company's adoption of the updated guidance effective January 1, 2012 resulted in a change in the presentation of the Company's consolidated financial statements but did not have any impact on the Company's results of operations, financial position or liquidity.

All recently issued but not yet effective accounting and reporting guidance is either not applicable to the Company or is not expected to have a material impact on the Company.


(4) Statements of Cash Flow
Interest payments were $109,045,000 and $100,840,000 and income taxes paid were $114,343,000 and $42,797,000 in the nine months ended September 30, 2012 and 2011, respectively.




7

Table of Contents

(5) Investments in Fixed Maturity Securities
At September 30, 2012 and December 31, 2011, investments in fixed maturity securities were as follows:
 
(Dollars in thousands)
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2012
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
64,301

 
$
17,979

 
$

 
$
82,280

 
$
64,301

Residential mortgage-backed
34,065

 
5,661

 

 
39,726

 
34,065

Corporate
4,997

 
670

 

 
5,667

 
4,997

Total held to maturity
103,363

 
24,310

 

 
127,673

 
103,363

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
858,190

 
80,406

 
(1,283
)
 
937,313

 
937,313

State and municipal
4,509,239

 
348,413

 
(14,862
)
 
4,842,790

 
4,842,790

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,458,059

 
61,231

 
(7,976
)
 
1,511,314

 
1,511,314

Commercial
152,816

 
5,430

 
(238
)
 
158,008

 
158,008

Corporate
3,052,275

 
212,664

 
(15,787
)
 
3,249,152

 
3,249,152

Foreign
1,008,266

 
82,826

 
(620
)
 
1,090,472

 
1,090,472

Total available for sale
11,038,845

 
790,970

 
(40,766
)
 
11,789,049

 
11,789,049

Total investments in fixed maturity securities
$
11,142,208

 
$
815,280

 
$
(40,766
)
 
$
11,916,722

 
$
11,892,412

December 31, 2011
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
74,354

 
$
12,546

 
$

 
$
86,900

 
$
74,354

Residential mortgage-backed
35,759

 
5,610

 

 
41,369

 
35,759

Corporate
4,996

 
717

 

 
5,713

 
4,996

Total held to maturity
115,109

 
18,873

 

 
133,982

 
115,109

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
906,924

 
69,920

 
(351
)
 
976,493

 
976,493

State and municipal
5,031,275

 
308,345

 
(16,550
)
 
5,323,070

 
5,323,070

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,416,427

 
75,635

 
(15,894
)
 
1,476,168

 
1,476,168

Commercial
105,383

 
4,054

 
(1,018
)
 
108,419

 
108,419

Corporate
2,328,200

 
132,311

 
(36,087
)
 
2,424,424

 
2,424,424

Foreign
850,838

 
42,165

 
(4,649
)
 
888,354

 
888,354

Total available for sale
10,639,047

 
632,430

 
(74,549
)
 
11,196,928

 
11,196,928

Total investments in fixed maturity securities
$
10,754,156

 
$
651,303

 
$
(74,549
)
 
$
11,330,910

 
$
11,312,037

___________
(1)
Gross unrealized losses for residential mortgage-backed securities include $3,251,000 and $7,668,000 as of September 30, 2012 and December 31, 2011, 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, 2012, 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
$
877,420

 
$
896,040

Due after one year through five years
3,223,807

 
3,416,358

Due after five years through ten years
2,422,530

 
2,688,914

Due after ten years
2,973,511

 
3,206,362

Mortgage-backed securities
1,644,940

 
1,709,048

Total
$
11,142,208

 
$
11,916,722

At September 30, 2012, 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, 2012 and December 31, 2011, investments in equity securities available for sale were as follows:
 
(Dollars in thousands)
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2012
 
 
 
 
 
 
 
 
 
Common stocks
$
228,524

 
$
96,648

 
$
(291
)
 
$
324,881

 
$
324,881

Preferred stocks
95,566

 
8,024

 
(3,149
)
 
100,441

 
100,441

Total
$
324,090

 
$
104,672

 
$
(3,440
)
 
$
425,322

 
$
425,322

December 31, 2011
 
 
 
 
 
 
 
 
 
Common stocks
$
209,210

 
$
113,660

 
$
(2,888
)
 
$
319,982

 
$
319,982

Preferred stocks
133,183

 
5,139

 
(14,865
)
 
123,457

 
123,457

Total
$
342,393

 
$
118,799

 
$
(17,753
)
 
$
443,439

 
$
443,439


(7) Arbitrage Trading Account
At September 30, 2012 and December 31, 2011, the fair value and carrying value of the arbitrage trading account were $417 million and $397 million, respectively. The primary focus of the trading account is merger arbitrage. Merger arbitrage is the business of investing in the securities of publicly held companies which are the targets in announced tender offers and mergers. Arbitrage investing differs from other types of investing in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that this makes arbitrage investments less vulnerable to changes in general financial market conditions.


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)
2012
 
2011
 
2012
 
2011
Investment income (losses) earned on:
 
 
 
 
 
 
 
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
121,454

 
$
120,252

 
$
360,577

 
$
365,365

Investment funds
(13,118
)
 
(10,820
)
 
50,124

 
21,069

Arbitrage trading account
2,397

 
(346
)
 
8,938

 
10,696

Equity securities available for sale
4,001

 
2,795

 
10,980

 
9,544

Real estate
3,097

 
2,848

 
8,621

 
5,192

Gross investment income
117,831

 
114,729

 
439,240

 
411,866

 
 
 
 
 
 
 
 
Investment expense
(1,812
)
 
(666
)
 
(4,352
)
 
(2,605
)
Net investment income
$
116,019

 
$
114,063

 
$
434,888

 
$
409,261


(9) Investment Funds
Investment funds consist of the following:
 
Carrying Value
as of
 
Income (Losses)
from Investment Funds
 
September 30,
 
December 31,
 
For the Nine Months Ended September 30,
(Dollars in thousands)
2012
 
2011
 
2012
 
2011
Real estate
$
381,986

 
$
373,413

 
$
13,513

 
$
14,977

Energy
129,376

 
98,974

 
28,966

 
10,947

Arbitrage
61,049

 
58,008

 
3,041

 
(2,767
)
Other
175,227

 
150,243

 
4,604

 
(2,088
)
Total
$
747,638

 
$
680,638

 
$
50,124


$
21,069


The Company's share of the earnings or losses of investment funds is generally reported on a one-quarter lag in order to facilitate the timely completion of the Company's financial statements.

(10) Real Estate

Real estate is directly owned property held for investment. At September 30, 2012, real estate consists of three office buildings in London, including two in operation and one under development, and a long-term ground lease in Washington D.C. Future minimum rental income expected on operating leases relating to real estate held for investment is $362,000 in 2012, $1,460,000 in 2013, $1,504,000 in 2014, $1,549,000 in 2015, $1,596,000 in 2016 and $330,657,000 thereafter.



10

Table of Contents

(11) Loans Receivable
Loans receivable are as follows:
 
 
 
 
(Dollars in thousands)
September 30, 2012
 
December 31, 2011
Total loans receivable
$
371,408

 
$
263,187

 
 
 
 
Valuation allowance:
 
 
 
  Specific
$
3,080

 
$
19,041

  General
2,674

 
764

  Total
$
5,754

 
$
19,805

 
 
 
 
Impaired loans:
 
 
 
  With a specific valuation allowance
$
2,362

 
$
29,702

  Without a valuation allowance
30,299

 
30,357

  Unpaid principal balance
35,660

 
93,922

 
 
 
 
For the Nine Months Ended September 30,
2012
 
2011
  Increase (decrease) in valuation allowance
$
(14,053
)
 
$
541

  Loans receivable charged off
139

 
9

 
 
 
 
For the Three Months Ended September 30,
 
 
 
 Decrease in valuation allowance
(7,280
)
 
(9
)
  Loans receivable charged off
54

 
9


Loans receivable in non-accrual status were $31 million and $30 million at September 30, 2012 and December 31, 2011, respectively. If these loans had been current, additional interest income of $0.6 million and none would have been recognized in accordance with their original terms for the nine months ended September 30, 2012 and 2011, respectively.
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.
The Company's five largest loans receivable, which have an aggregate amortized cost of $217 million and an aggregate fair value of $212 million at September 30, 2012, 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 August 2025. As part of the evaluation process, the Company reviews certain credit quality indicators for these loans. The Company utilizes an internal risk rating system to assign a risk to each of its commercial loans. The loan rating system takes into consideration credit quality indicators including loan to value ratios, which compare the outstanding loan amount to the estimated value of the property, the borrower's financial condition and performance with respect to loan terms, the Company's position in the capital structure, and the overall leverage in the capital structure. Based on this rating system, one loan with an aggregate cost basis of $30 million was considered to be impaired at September 30, 2012. For each of this loan, a determination was made as to the amount of loss in the event of a default and whether the loss is probable. The results of the determination were considered in connection with the valuation allowance noted above. An additional 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. At September 30, 2012, each of the five largest loans referred to above had a debt service coverage ratio greater than 3.0, except one that is lower due to a recent and temporary rate abatement.


11

Table of Contents

  


(12) Realized and Unrealized Investment Gains
Realized and unrealized investment gains are as follows:
 
  
For the Three Months Ended
 
For the Nine Months Ended
 
September 30,
 
September 30,
(Dollars in thousands)
2012
 
2011
 
2012
 
2011
Realized investment gains:
 
 
 
 
 
 
 
Fixed maturity securities:
 
 
 
 
 
 
 
Gains
$
4,439

 
$
10,212

 
$
25,046

 
$
25,049

Losses
(1,937
)
 
(2,207
)
 
(4,243
)
 
(4,716
)
Equity securities available for sale
14,447

 
12,318

 
58,873

 
50,539

Other

 

 
1,535

 

Sales of investment funds
277

 
915

 
3,778

 
2,940

Change in valuation allowance, net of other-than -temporary impairments (1)
5,000

 

 
9,014

 
(400
)
Total net investment gains before income taxes
22,226

 
21,238

 
94,003

 
73,412

Income tax expense
(7,415
)
 
(7,454
)
 
(32,260
)
 
(26,502
)
Total net investment gains
$
14,811

 
$
13,784

 
$
61,743

 
$
46,910

Change in unrealized gains of available for sale securities:
 
 
 
 
 
 
 
Fixed maturity securities
$
96,077

 
$
115,933

 
$
186,637

 
$
187,851

Less non-credit portion of OTTI recognized in other comprehensive income
2,483

 
(1,300
)
 
4,416

 
(1,956
)
Equity securities available for sale
(2,891
)
 
(65,861
)
 
186

 
(59,760
)
Investment funds
4,255

 
(9,257
)
 
3,281

 
(5,067
)
Total change in unrealized gains before income taxes and noncontrolling interests
99,924

 
39,515

 
194,520

 
121,068

Income tax expense
(34,963
)
 
(14,268
)
 
(68,000
)
 
(42,893
)
Noncontrolling interests
(43
)
 
1

 
(71
)
 
(11
)
Total change in net unrealized gains
$
64,918

 
$
25,248

 
$
126,449

 
$
78,164

_________
(1) For the nine months ended September 30, 2012, this represents a change in valuation allowance of $14 million, partially offset by an other-than-temporary impairment of $5 million.

12

Table of Contents



(13) Securities in an Unrealized Loss Position
The following table summarizes all securities in an unrealized loss position at September 30, 2012 and December 31, 2011 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, 2012
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency
$
51,405

 
$
1,283

 
$

 
$

 
$
51,405

 
$
1,283

State and municipal
49,594

 
558

 
184,408

 
14,304

 
234,002

 
14,862

Mortgage-backed securities
259,508

 
3,338

 
65,349

 
4,876

 
324,857

 
8,214

Corporate
313,080

 
1,784

 
78,646

 
14,003

 
391,726

 
15,787

Foreign
101,200

 
516

 
5,508

 
104

 
106,708

 
620

Fixed maturity securities
774,787

 
7,479

 
333,911

 
33,287

 
1,108,698

 
40,766

Common stocks
34,702

 
291

 

 

 
34,702

 
291

Preferred stocks
6,435

 
954

 
40,094

 
2,195

 
46,529

 
3,149

Equity securities
41,137

 
1,245

 
40,094

 
2,195

 
81,231

 
3,440

Total
$
815,924

 
$
8,724

 
$
374,005

 
$
35,482

 
$
1,189,929

 
$
44,206

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2011
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency
$
24,668

 
$
169

 
$
4,800

 
$
182

 
$
29,468

 
$
351

State and municipal
131,417

 
827

 
183,205

 
15,723

 
314,622

 
16,550

Mortgage-backed securities
172,729

 
2,439

 
94,243

 
14,473

 
266,972

 
16,912

Corporate
341,764

 
8,327

 
125,654

 
27,760

 
467,418

 
36,087

Foreign
197,560

 
4,078

 
7,159

 
571

 
204,719

 
4,649

Fixed maturity securities
868,138

 
15,840

 
415,061

 
58,709

 
1,283,199

 
74,549

Common stocks
47,098

 
2,888

 

 

 
47,098

 
2,888

Preferred stocks
23,782

 
125

 
45,314

 
14,740

 
69,096

 
14,865

Equity securities
70,880

 
3,013

 
45,314

 
14,740

 
116,194

 
17,753

Total
$
939,018

 
$
18,853

 
$
460,375

 
$
73,449

 
$
1,399,393

 
$
92,302

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, 2012 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
13

 
$
71,135

 
$
4,908

Corporate
11

 
28,841

 
2,003

State and municipal
4

 
32,625

 
2,197

Total
28

 
$
132,601

 
$
9,108


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. For the nine months ended September 30, 2012 and 2011, there were no changes in the portion of impairments recognized in earnings for those securities that have been impaired due to both credit factors and non-credit factors.
 
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

13

Table of Contents

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, 2012, there were five preferred stocks in an unrealized loss position, with an aggregate fair value of $47 million and a gross unrealized loss of $3 million. Four of those preferred stocks with an aggregate fair value of $21 million and a gross unrealized loss of $2 million were rated non-investment grade. Based upon management’s view of the underlying value of these securities, the Company does not consider these preferred stocks to be OTTI.
Common Stocks – At September 30, 2012, the Company owned three common stocks in an unrealized loss position with an aggregate fair value of $35 million and an aggregate unrealized loss of $0.3 million. The Company does not consider these common stocks to be OTTI.

(14) 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.



14

Table of Contents

The following tables present the assets and liabilities measured at fair value, on a recurring basis, as of September 30, 2012 and December 31, 2011 by Level:
 
(Dollars in thousands)
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2012
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agency
$
937,313

 
$

 
$
937,313

 
$

State and municipal
4,842,790

 

 
4,842,790

 

Mortgage-backed securities
1,669,322

 

 
1,669,322

 

Corporate
3,249,152

 

 
3,183,648

 
65,504

Foreign
1,090,472

 

 
1,090,472

 

Total fixed maturity securities available for sale
11,789,049

 

 
11,723,545

 
65,504

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
324,881

 
323,472

 

 
1,409

Preferred stocks
100,441

 

 
97,449

 
2,992

Total equity securities available for sale
425,322

 
323,472

 
97,449

 
4,401

Arbitrage trading account
417,446

 
294,713

 
121,948

 
785

Total
$
12,631,817

 
$
618,185

 
$
11,942,942

 
$
70,690

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
149,405

 
$
148,301

 
$
1,084

 
$
20

December 31, 2011
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and agency
$
976,493

 
$

 
$
976,493

 
$

State and municipal
5,323,070

 

 
5,323,070

 

Mortgage-backed securities
1,584,587

 

 
1,584,587

 

Corporate
2,424,424

 

 
2,356,596

 
67,828

Foreign
888,354

 

 
888,354

 

Total fixed maturity securities available for sale
11,196,928

 

 
11,129,100

 
67,828

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
319,982

 
318,423

 

 
1,559

Preferred stocks
123,457

 

 
111,154

 
12,303

Total equity securities available for sale
443,439

 
318,423

 
111,154

 
13,862

Arbitrage trading account
397,312

 
208,516

 
187,945

 
851

Total
$
12,037,679

 
$
526,939

 
$
11,428,199

 
$
82,541

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
62,514

 
$
62,493

 
$

 
$
21

There were no significant transfers between Levels 1 and 2 during the nine months ended September 30, 2012 or during the year ended December 31, 2011.








15

Table of Contents

The following tables summarize changes in Level 3 assets and liabilities for the nine months ended September 30, 2012 and for the year ended December 31, 2011:
 
  
 
 
Gains (Losses) Included in
 
 
(Dollars in thousands)
Beginning
Balance
 
Earnings
 
Other
Comprehensive
Income
 
Purchases
 
(Sales)
 
Maturities
 
Transfer in
 
Ending
Balance
For the nine months ended September 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
67,828

 
$
189

 
$
5,367

 
$
223

 
$

 
$
(8,103
)
 
$

 
$
65,504

Total
67,828

 
189

 
5,367

 
223

 

 
(8,103
)
 

 
65,504

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,559

 

 

 

 
(150
)
 

 

 
1,409

Preferred stocks
12,303

 
2,095

 
(1,940
)
 

 
(9,466
)
 

 

 
2,992

Total
13,862

 
2,095

 
(1,940
)
 

 
(9,616
)
 

 

 
4,401

Arbitrage trading account
851

 
(46
)
 




(35
)
 

 
15

 
785

Total
$
82,541

 
$
2,238

 
$
3,427

 
$
223

 
$
(9,651
)
 
$
(8,103
)
 
$
15

 
$
70,690

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
21

 
$
(1
)
 
$

 
$

 
$

 
$

 
$

 
$
20

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended December 31, 2011:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
88,063

 
$
(454
)
 
$
(870
)
 
$
15,271

 
$
(11,864
)
 
$
(22,318
)
 
$

 
$
67,828

Total
88,063

 
(454
)
 
(870
)
 
15,271

 
(11,864
)
 
(22,318
)
 

 
67,828

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,559

 

 

 

 

 

 

 
1,559

Preferred stocks
89,446

 
28,947

 
(30,865
)
 

 
(75,225
)
 

 

 
12,303

Total
91,005

 
28,947

 
(30,865
)
 

 
(75,225
)
 

 

 
13,862

Arbitrage trading account
3,187

 
572

 

 
269

 
(3,266
)
 

 
89

 
851

Total
$
182,255

 
$
29,065

 
$
(31,735
)
 
$
15,540

 
$
(90,355
)
 
$
(22,318
)
 
$
89

 
$
82,541

Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities sold but not yet purchased
$

 
$
40

 
$

 
$
67

 
$
(86
)
 
$

 
$

 
$
21

There were no significant transfers in or out of Level 3 during the nine months ended September 30, 2012 or during the year ended December 31, 2011.


16

Table of Contents

(15) 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)
 
2012
 
2011
 
2012
 
2011
Written premiums:
 
 
 
 
 
 
 
 
Direct
 
$
1,267,882

 
$
1,114,494

 
$
3,718,477

 
$
3,286,220

Assumed
 
226,842

 
191,806

 
608,693

 
535,214

Ceded
 
(218,837
)
 
(180,161
)
 
(656,766
)
 
(554,577
)
Total net premiums written
 
$
1,275,887

 
$
1,126,139

 
$
3,670,404

 
$
3,266,857

 
 
 
 
 
 
 
 
 
Earned premiums:
 
 
 
 
 
 
 
 
Direct
 
$
1,208,257

 
$
1,070,279

 
$
3,475,375

 
$
3,063,410

Assumed
 
193,024

 
165,208

 
559,304

 
489,020

Ceded
 
(214,748
)
 
(179,664
)
 
(601,138
)
 
(496,866
)
Total net premiums earned
 
$
1,186,533

 
$
1,055,823

 
$
3,433,541

 
$
3,055,564

 
 
 
 
 
 
 
 
 
Ceded losses incurred
 
$
114,273

 
$
134,027

 
$
308,692

 
$
329,139

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 $2 million as of September 30, 2012 and December 31, 2011.

(16) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
 
  
September 30, 2012
 
December 31, 2011
(Dollars in thousands)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Assets:
 
 
 
 
 
 
 
Fixed maturity securities
$
11,892,412

 
$
11,916,722

 
$
11,312,037

 
$
11,330,910

Equity securities available for sale
425,322

 
425,322

 
443,439

 
443,439

Arbitrage trading account
417,446

 
417,446

 
397,312

 
397,312

Loans receivable
371,408

 
363,875

 
263,187

 
245,169

Cash and cash equivalents
1,189,564

 
1,189,564

 
911,742

 
911,742

Trading account receivables from brokers and clearing organizations
387,352

 
387,352

 
318,240

 
318,240

Due from broker

 

 
10,875

 
10,875

Liabilities:
 
 
 
 
 
 
 
Trading account securities sold but not yet purchased
149,405

 
149,405

 
62,514

 
62,514

Due to broker
82,746

 
82,746

 

 

Junior subordinated debentures
243,154

 
254,800

 
242,997

 
258,400

Senior notes and other debt
1,877,431

 
2,110,492

 
1,500,503

 
1,587,473

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 14 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, which is considered a Level 2 input. The fair value of the senior notes and other debt and the junior subordinated debentures is based on spreads for similar securities, which is considered a Level 2 input.

17

Table of Contents


(17) 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. RSUs are expensed pro-ratably over the vesting period. RSU expenses were $20 million and $19 million for the nine months ended September 30, 2012 and 2011, respectively. Grants of RSUs are made periodically, generally every other year. A summary of RSUs issued in the nine months ended September 30, 2012 and 2011 follows:
 
(dollars in thousands)
Units
 
Fair Value
Nine months ended September 30:
 
 
 
2012
2,114,720

 
$
78,351

2011
53,250

 
$
1,674


(18) 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 lines companies underwrite risks within the excess and surplus lines market and on an admitted basis. The risks are highly complex, often unique exposures that typically fall outside the underwriting guidelines of the standard insurance market or are best served by specialized knowledge of a particular industry. The Specialty lines of business include premises operations, commercial automobile, property, products liability and professional liability lines. The customers in this segment are highly diverse. Operating units deliver their products through a variety of distribution channels, depending on the customer base and particular risks insured.
    
Our Regional companies provide insurance products and services that meet the specific needs of each regionally differentiated customer base by developing expertise in the niches that drive local communities. They provide commercial insurance products to customers primarily in 45 states and the District of Columbia. Key clients of this segment are small-to-mid-sized businesses and state and local governmental entities. The Regional business is sold through a network of non-exclusive independent agents who are compensated on a commission basis. Our Regional operating units are organized geographically in order to provide them with the flexibility to adapt quickly to local market conditions and customer needs.

Our Alternative Markets operating units offer insurance products, analytical tools and risk management services such as loss control and claims management that enable clients to select their risk tolerance and manage it appropriately. These units specialize in insuring, reinsuring and administering self-insurance programs and other alternative risk transfer mechanisms for clients such as commercial and governmental entity employers, employer groups, insurers, and other groups or entities seeking alternative ways to manage their exposure to risks. In addition to providing insurance products, the Alternative Markets segment also provides a wide variety of fee-based services, including claims, administrative and consulting services.

Our Reinsurance companies provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance.
    
Our International operating units write business in almost 40 countries worldwide, with branches or offices in 15 locations outside the United States, including the United Kingdom, Continental Europe, South America, Australia, the Asia Pacific region, Scandinavia and Canada. In each of our international operating territories, we have built decentralized structures that allow products and services to be tailored to each regional customer base. Our International businesses are managed by teams of professionals with expertise in local markets and knowledge of regional environments.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Income tax expense and benefits are calculated based upon the Company’s overall effective tax rate.
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.

18

Table of Contents

  
Revenues
 
 
 
 
(Dollars in thousands)
Earned
Premiums
 
Investment
Income 
 
Other
 
Total
 
Pre-Tax
Income
(Loss)
 
Net
Income
(Loss)
For the three months ended September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
      Specialty
$
420,165

 
$
36,245

 
$
577

 
$
456,987

 
$
59,846

 
$
42,731

      Regional
276,629

 
16,174

 
1,695

 
294,498

 
33,219

 
23,296

      Alternative Markets
177,041

 
30,146

 
23,936

 
231,123

 
39,433

 
28,824

      Reinsurance
111,599

 
19,112

 

 
130,711

 
21,118

 
15,732

      International
201,099

 
12,448

 

 
213,547

 
15,736

 
7,141

Corporate and eliminations (1)

 
1,894

 
69,515

 
71,409

 
(57,885
)
 
(31,588
)
     Net investment gains

 

 
22,226

 
22,226

 
22,226

 
14,811

     Consolidated
$
1,186,533

 
$
116,019

 
$
117,949

 
$
1,420,501

 
$
133,693

 
$
100,947

 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended September 30, 2011
 
 
 
 
 
 
 
 
 
 
 
     Specialty
$
367,417

 
$
37,438

 
$
664

 
$
405,519

 
$
70,590

 
$
51,206

     Regional
267,142

 
16,099

 
1,207

 
284,448

 
(11,163
)
 
(4,969
)
     Alternative Markets
156,820

 
25,931

 
20,408

 
203,159

 
32,984

 
25,124

     Reinsurance
103,906

 
18,641

 

 
122,547

 
16,109

 
13,148

     International
160,538

 
10,741

 

 
171,279

 
13,919

 
9,650

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

 
$
96,146

 
$
76,410

 
 
 
 
 
 
 
 
 
 
 
 
For the nine months ended September 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
Specialty
$
1,215,417

 
$
138,491

 
$
1,788

 
$
1,355,696

 
$
204,573

 
$
145,270

Regional
809,072

 
60,780

 
4,770

 
874,622

 
79,211

 
56,884

Alternative Markets
506,149

 
116,036

 
70,563

 
692,748

 
141,089

 
102,012

Reinsurance
327,452

 
70,435

 

 
397,887

 
74,742

 
54,837

International
575,451

 
39,788

 

 
615,239

 
50,685

 
22,553

Corporate and eliminations (1)

 
9,358

 
175,400

 
184,758

 
(174,868
)
 
(98,196
)
Net investment gains

 

 
94,003

 
94,003

 
94,003

 
61,743

Consolidated
$
3,433,541

 
$
434,888

 
$
346,524

 
$
4,214,953

 
$
469,435

 
$
345,103

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

 
$
138,868

 
$
2,065

 
$
1,188,500

 
$
237,613

 
$
170,918

Regional
795,423

 
59,459

 
3,377

 
858,259

 
(2,770
)
 
5,251

Alternative Markets
454,156

 
96,072

 
64,049

 
614,277

 
116,007

 
86,798

Reinsurance
315,220

 
72,230

 

 
387,450

 
66,782

 
51,975

International
443,198

 
32,692

 

 
475,890

 
27,420

 
18,253

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

 
$
364,368

 
$
274,184



19

Table of Contents

Identifiable assets by segment are as follows:
(Dollars in thousands)
September 30, 2012
 
December 31, 2011
Specialty
$
6,600,690

 
$
6,157,853

Regional
2,568,126

 
2,488,940

Alternative Markets
4,324,409

 
4,044,915

Reinsurance
2,954,710

 
2,732,489

International
1,880,346

 
1,569,749

Corporate and eliminations
1,604,631

 
1,409,927

Consolidated
$
19,932,912

 
$
18,403,873

___________
(1) Corporate and eliminations represent corporate revenues and expenses that are not allocated to business segments.


20

Table of Contents

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)
2012
 
2011
 
2012
 
2011
Specialty
 
 
 
 
 
 
 
Premises operations
$
135,662

 
$
119,496

 
$
386,491

 
$
331,457

Property
68,767

 
59,578

 
202,602

 
174,690

Professional liability
63,519

 
58,739

 
188,680

 
167,748

Workers’ compensation
43,448

 
29,166

 
122,228

 
86,683

Commercial automobile
42,335

 
36,440

 
121,027

 
102,055

Products liability
27,444

 
24,954

 
78,731

 
71,856

Other
38,990

 
39,044

 
115,658

 
113,078

Total specialty
420,165

 
367,417

 
1,215,417

 
1,047,567

Regional
 
 
 
 
 
 
 
Commercial multiple peril
104,331

 
98,200

 
305,978

 
292,030

Commercial automobile
72,486

 
72,537

 
213,398

 
217,021

Workers’ compensation
57,194

 
55,133

 
166,809

 
163,602

Other
42,618

 
41,272

 
122,887

 
122,770

Total regional
276,629

 
267,142

 
809,072

 
795,423

Alternative Markets
 
 
 
 
 
 
 
Primary workers’ compensation
88,655

 
70,172

 
243,494

 
199,768

Excess workers’ compensation
34,179

 
40,038

 
105,051

 
126,940

Accident and health
34,461

 
27,894

 
101,701

 
75,002

Other liability
8,477

 
8,412

 
24,756

 
21,075

Other
11,269

 
10,304

 
31,147

 
31,371

Total alternative markets
177,041

 
156,820

 
506,149

 
454,156

Reinsurance
 
 
 
 
 
 
 
Casualty
80,643

 
75,917

 
232,698

 
228,529

Property
30,956

 
27,989

 
94,754

 
86,691

Total reinsurance
111,599

 
103,906

 
327,452

 
315,220

International
 
 
 
 
 
 
 
Automobile
30,557

 
26,334

 
90,831

 
80,585

Casualty reinsurance
32,378

 
19,650

 
88,686

 
52,717

Property
27,418

 
22,327

 
79,039

 
59,430

Professional liability
24,348

 
24,982

 
74,356

 
69,875

Primary workers’ compensation
21,102

 
18,884

 
59,618

 
54,480

Marine
21,741

 
14,487

 
59,125

 
36,050

Accident and health
11,870

 
9,994

 
39,932

 
30,515

Property reinsurance
11,250

 
6,680

 
31,281

 
16,062

Other liability
14,308

 
9,348

 
31,919

 
23,780

Fidelity and surety
6,127

 
7,852

 
20,664

 
19,704

Total international
201,099

 
160,538

 
575,451

 
443,198

Total
$
1,186,533

 
$
1,055,823

 
$
3,433,541

 
$
3,055,564



(19) 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.


21

Table of Contents

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 2012 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 impact of significant competition; 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; effects of emerging claim and coverage issues; 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 conditions in the financial markets and the global economy, 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 Act of 2002, as amended; 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; credit risk relating to our policyholders, independent agents and brokers; 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; potential difficulties with technology and/or data security; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; 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 2012 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.

22

Table of Contents

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 quickly and efficiently 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.
An important part of our strategy is to form new operating units to capitalize on various business opportunities, with 22 of our 48 units formed since 2006. 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, the Asia-Pacific region and South America. As a result, our international operations have become an increasingly important part of our business.
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 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. With its investments in new businesses, the Company believes it is well-positioned to take advantage of new opportunities. 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. The Company's investments in investment funds have experienced, and the Company expects to continue to experience, greater fluctuations in investment income.

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 based upon known information about the claim at that time. 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.

23

Table of Contents

In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among other things, 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 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.
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 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

24

Table of Contents

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, relative to our assumptions, on our loss estimate for claims occurring in 2011 (dollars in thousands):
 
Frequency (+/-)
Severity (+/-)
1%
 
5%
 
10%
1%
$
56,116

 
$
168,908

 
$
309,896

5%
168,908

 
286,166

 
432,738

10%
309,896

 
432,738

 
586,291

Our net reserves for losses and loss expenses of approximately $8.3 billion as of September 30, 2012 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 $1.4 billion, or 16.5%, of the Company’s net loss reserves as of September 30, 2012 relate to the 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.







25

Table of Contents

Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of September 30, 2012 and December 31, 2011:
 
(Dollars in thousands)
September 30,
 
December 31,
 
2012
 
2011
Specialty
$
2,949,949

 
$
2,905,759

Regional
1,277,441

 
1,283,764

Alternative Markets
2,059,019

 
1,986,111

Reinsurance
1,376,199

 
1,439,136

International
657,019

 
557,342

Net reserves for losses and loss expenses
8,319,627

 
8,172,112

Ceded reserves for losses and loss expenses
1,243,250

 
1,165,022

Gross reserves for losses and loss expenses
$
9,562,877

 
$
9,337,134

Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of September 30, 2012 and December 31, 2011:
 
(Dollars in thousands)
Reported Case
Reserves
 
Incurred But
Not Reported
 
Total
September 30, 2012
 
 
 
 
 
General liability
$
983,123

 
$
1,893,580

 
$
2,876,703

Workers’ compensation
1,367,359

 
1,067,002

 
2,434,361

Commercial automobile
260,814

 
191,600

 
452,414

International
351,155

 
305,864

 
657,019

Other
205,724

 
317,207

 
522,931

Total primary
3,168,175

 
3,775,253

 
6,943,428

Reinsurance
574,206

 
801,993

 
1,376,199

Total
$
3,742,381

 
$
4,577,246

 
$
8,319,627

December 31, 2011
 
 
 
 
 
General liability
$
890,238

 
$
1,974,361

 
$
2,864,599

Workers’ compensation
1,353,328

 
992,775

 
2,346,103

Commercial automobile
275,198

 
195,323

 
470,521

International
277,857

 
279,485

 
557,342

Other
200,969

 
293,442

 
494,411

Total primary
2,997,590

 
3,735,386

 
6,732,976

Reinsurance
584,909

 
854,227

 
1,439,136

Total
$
3,582,499

 
$
4,589,613

 
$
8,172,112

Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $864 million and $892 million as of September 30, 2012 and December 31, 2011, respectively.


26

Table of Contents

The following table presents development in our estimate of claims occurring in prior years: 
 
For the Nine Months Ended
 
September 30,
(Dollars in thousands)
2012
 
2011
Favorable (unfavorable) reserve development:
 
 
 
Specialty
$
39,008

 
$
96,625

Regional
13,654

 
25,277

Alternative markets
3,524

 
(2,088
)
Reinsurance
22,950

 
18,674

International
230

 
3,611

Total favorable reserve development
79,366

 
142,099

Premium offsets(1):
 
 
 
Specialty

 
321

Alternative markets

 
(20
)
International
3,228

 

Net development
$
82,594

 
$
142,400

         _____________
(1) Represents portion of reserve development offset by additional or return premiums on retrospectively rated insurance policies and reinsurance agreements.
For the nine months ended September 30, 2012, estimates for claims occurring in prior years decreased by $83 million. The favorable reserve development in 2012 was primarily attributable to accident years 2008 through 2010. 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 2012 and 2011 was associated with excess and surplus (“E&S”) casualty 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 2002, 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. In addition, loss severity trends for E&S casualty business have been lower than we had initially expected for the 2005 to 2009 period. We began to recognize these 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 2012 was primarily attributable to accident years 2007 through 2010.
Regional - Favorable reserve development for the regional segment related to commercial multi-peril business, partially offset by modest adverse development on workers' compensation business. The favorable development for commercial multi-peril business was driven by the 2008 and 2009 accident years and resulted mainly from lower loss emergence on known case reserves relative to historical levels.
Reinsurance - The favorable development for the reinsurance segment was related to facultative program business and to business written through Lloyd’s of London. The favorable development was concentrated in underwriting years 2008 through 2011 and resulted from lower than expected reported losses.
    




27

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 2.3%. As of September 30, 2012, the aggregate blended discount rates ranged from 2.1% to 6.5%, with a weighted average discount rate of 4.3%. The aggregate net discount, after reflecting the effects of ceded reinsurance, was $864 million and $892 million as of September 30, 2012 and December 31, 2011, 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 $66 million and $64 million at September 30, 2012 and December 31, 2011, 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.


28

Table of Contents

The following table provides a summary of fixed maturity securities in an unrealized loss position as of September 30, 2012:
 
(Dollars in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Unrealized
Loss
Unrealized loss less than 20% of amortized cost
212

 
$
1,067,413

 
$
27,681

Unrealized loss of 20% or greater of amortized cost:
 
 
 
 
 
Nine months to less then twelve months
1

 
132

 
120

Twelve months and longer
9

 
41,153

 
12,965

Total
222

 
$
1,108,698

 
$
40,766

A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at September 30, 2012 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
13

 
$
71,135

 
$
4,908

Corporate
11

 
28,841

 
2,003

State and municipal
4

 
32,625

 
2,197

Total
28

 
$
132,601

 
$
9,108

The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss 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, 2012, there were five preferred stocks in an unrealized loss position, with an aggregate fair value of $47 million and a gross unrealized loss of $3 million. Four of those preferred stocks with an aggregate fair value of $21 million and a gross unrealized loss of $2 million were rated non-investment grade. Based upon management's view of the underlying value of their securities, the Company does not consider these preferred stocks to be OTTI.
Common Stocks – At September 30, 2012, the Company owned three common stocks in an unrealized loss position with an aggregate fair value of $35 million and an aggregate unrealized loss of $0.3 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 $6 million and $20 million at September 30, 2012 and December 31, 2011, respectively.
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.
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.


29

Table of Contents

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 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 is a summary of pricing sources for the Company's fixed maturity securities available for sale as of September 30, 2012:
 
(Dollars in thousands)
Carrying
Value
 
Percent
of Total
Pricing source:
 
 
 
Independent pricing services
$
10,932,098

 
92.7
%
Syndicate manager
75,875

 
0.6
%
Directly by the Company based on:
 
 
 
Observable data
715,572

 
6.1
%
Cash flow model
65,504

 
0.6
%
Total
$
11,789,049

 
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, 2012, 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.
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.

30

Table of Contents

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.





31

Table of Contents

Results of Operations for the Nine Months Ended September 30, 2012 and 2011
 
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, 2012 and 2011. 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)
2012
 
2011
Specialty
 
 
 
Gross premiums written
$
1,526,265

 
$
1,344,139

Net premiums written
1,295,556

 
1,146,091

Premiums earned
1,215,417

 
1,047,567

Loss ratio
61.8
%
 
57.8
%
Expense ratio
32.8
%
 
32.9
%
GAAP combined ratio
94.6
%
 
90.7
%
Regional
 
 
 
Gross premiums written
$
926,242

 
$
881,224

Net premiums written
852,971

 
817,380

Premiums earned
809,072

 
795,423

Loss ratio
60.8
%
 
71.5
%
Expense ratio
36.5
%
 
36.2
%
GAAP combined ratio
97.3
%
 
107.7
%
Alternative Markets
 
 
 
Gross premiums written
$
764,643

 
$
656,062

Net premiums written
556,067

 
497,117

Premiums earned
506,149

 
454,156

Loss ratio
72.4
%
 
71.9
%
Expense ratio
25.8
%
 
26.8
%
GAAP combined ratio
98.2
%
 
98.7
%
Reinsurance
 
 
 
Gross premiums written
$
373,912

 
$
337,696

Net premiums written
349,361

 
319,524

Premiums earned
327,452

 
315,220

Loss ratio
57.8
%
 
60.9
%
Expense ratio
40.8
%
 
40.7
%
GAAP combined ratio
98.6
%
 
101.6
%
International
 
 
 
Gross premiums written
$
736,108

 
$
602,313

Net premiums written
616,449

 
486,745

Premiums earned
575,451

 
443,198

Loss ratio
60.5
%
 
61.6
%
Expense ratio
38.2
%
 
39.9
%
GAAP combined ratio
98.7
%
 
101.5
%
Consolidated
 
 
 
Gross premiums written
$
4,327,170

 
$
3,821,434

Net premiums written
3,670,404

 
3,266,857

Premiums earned
3,433,541

 
3,055,564

Loss ratio
62.5
%
 
64.3
%
Expense ratio
34.3
%
 
34.7
%
GAAP combined ratio
96.8
%
 
99.0
%


32

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, 2012 and 2011 (amounts in thousands, except per share data): 
 
2012
 
2011
Net income to common stockholders
$
345,103

 
$
274,184

Weighted average diluted shares
142,941

 
146,553

Net income per diluted share
$
2.41

 
$
1.87

The Company reported net income of $345 million in 2012 compared to $274 million in 2011. The increase in net income was primarily due to an increase in after-tax underwriting income of $51 million, an increase in after-tax net investment income of $18 million and an increase in after-tax net investment gains of $15 million. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2012 and 2011.
Premiums. Gross premiums written were $4,327 million in 2012, an increase of 13% from $3,821 million in 2011. The increase in gross premiums written was primarily due to growth in our international and specialty business segments as a result of rate increases and expansion into new geographic and product markets. The growth was due to a combination of rate increases and increased exposures. Approximately 78% of policies expiring in 2012 were renewed, compared with a 80% renewal retention rate for policies expiring in 2011. The average rate (i.e., average premium adjusted for change in exposures) for policies that renewed in 2012 increased by approximately 6.4%. Audit premiums were $67 million in 2012 compared with $35 million in 2011.
From 2005 through 2010, the property casualty insurance market was highly competitive and insurance rates decreased across most business lines. Prices began to increase in 2011, and the rate of increase accelerated in the first nine months of 2012. However, overall loss costs are also generally 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 2012 compared with 2011 by line of business within each business segment follows:
Specialty premiums increased 14% to $1,526 million in 2012 from $1,344 million in 2011 primarily due to increased business in the energy and environmental markets. Gross premiums increased $49 million (12%) for other liability, $49 million (18%) for property lines, $41 million (39%) for workers' compensation, $22 million (19%) for commercial automobile, $16 million (7%) for professional liability and $6 million (8%) for products liability and decreased $1 million for other lines.
Regional gross premiums increased 5% to $926 million in 2012 from $881 million in 2011. Gross premiums increased $32 million (10%) for commercial multiple peril, $11 million (6%) for workers’ compensation and $3 million (1%) for commercial automobile.
Alternative markets gross premiums increased 17% to $765 million in 2012 from $656 million in 2011. Excluding assigned risk plans, which are fully reinsured, gross premiums increased 12% to $605 million in 2012 from $542 million in 2011. Gross premiums increased $68 million (31%) for primary workers’ compensation, $25 million (26%) for accident and health products and $3 million (8%) for other liability. Gross premiums decreased $29 million (20%) for excess workers' compensation and $3 million (7%) for other lines.
Reinsurance gross premiums increased 11% to $374 million in 2012 from $338 million in 2011. Gross premiums increased $6 million (3%) for casualty business and $30 million (28%) for property business.
International gross premiums increased 22% to $736 million in 2012 from $602 million in 2011. The increase was primarily due to an increase in business written by our Lloyd’s operation, our companies in Australia, and new insurance branches in Germany and Norway. Gross premiums increased $46 million (75%) for marine, $28 million (37%) for casualty reinsurance, $21 million (80%) for property reinsurance, $13 million (15%) for property, $12 million (35%) for accident and health and $14 million (4%) for other lines.
Net premiums written were $3,670 million in 2012, an increase of 12% from $3,267 million in 2011. Ceded reinsurance premiums as a percentage of gross written premiums were 15% in 2012 and in 2011. The increase in the percentage of business ceded was due to changes in the reinsurance terms and costs.
Premiums earned increased 12% to $3,434 million in 2012 from $3,056 million in 2011. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly we expect to recognize recent increases over the upcoming quarters. Premiums earned in 2012 are related to business written during both 2012 and 2011.


33

Table of Contents

Net Investment Income. Following is a summary of net investment income for the nine months ended September 30, 2012 and 2011:
 
 
Amount
 
Average Annualized
Yield
(Dollars in thousands)
2012
 
2011
 
2012
 
2011
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
360,577

 
$
365,365

 
3.8
%
 
4.0
%
Arbitrage trading account
8,938

 
10,696

 
3.7

 
4.0

Investment funds
50,124

 
21,069

 
10.2

 
4.8

Equity securities available for sale
10,980

 
9,544

 
3.8

 
3.5

Real estate
8,621

 
5,192

 
3.1

 
6.0

Gross investment income
439,240

 
411,866

 
4.1
%
 
4.0
%
Investment expenses
(4,352
)
 
(2,605
)
 
 
 
 
Total
$
434,888

 
$
409,261

 
4.0
%
 
4.0
%
Net investment income increased 6% to $435 million in 2012 from $409 million in 2011. The increase in investment income was due to an increase in income from investment funds (which are reported on a one quarter lag). The average annualized yield for fixed maturity securities declined from 4.0% to 3.8% due to lower long-term reinvestment yields available in the market. Average invested assets, at cost (including cash and cash equivalents) were $14.5 billion in 2012 and $13.6 billion in 2011.
Insurance Service Fees. The Company is a servicing carrier of worker's compensation assigned risk plans for 20 states and provides insurance program management services to self-insureds, captives, governmental entities, risk retention groups, and insurance companies. Service fees were $77 million in 2012, up from $69 million in 2011, primarily as a result of an increase in fees from assigned risk plans.
Net Realized Gains on Investment Sales. 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 $85 million in 2012 compared with $74 million in 2011.
Change in Valuation Allowance, Net of 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. In 2012, the valuation allowance for mortgage loans decreased by $14 million. The change in valuation allowance, net of other-than-temporary impairments, was a decrease of $9 million in 2012 compared with an increase of $0.4 million in 2011.
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 decreased to $173 million in 2012 from $176 million in 2011, primarily as a result of lower aircraft sales.
Losses and Loss Expenses. Losses and loss expenses increased to $2,147 million in 2012 from $1,965 million in 2011. The consolidated loss ratio was 62.5% in 2012 and 64.3% in 2011. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $39 million in 2012 compared with $139 million in 2011, a decrease of 3.5 loss ratio points. Favorable prior year reserve development was $83 million in 2012 compared with $142 million in 2011, a difference of 2.3 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 0.6 points to 63.8% in 2012 from 64.4% in 2011. A summary of loss ratios in 2012 compared with 2011 by business segment follows:
Specialty - The loss ratio of 61.8% in 2012 was 4.0 points higher than the loss ratio of 57.8% in 2011. Catastrophe losses were $11 million in 2012 compared with $16 million in 2011. Favorable prior year reserve development was $39 million in 2012 compared with $97 million in 2011, a difference of 6.0 loss ratio points. The loss ratio excluding prior year reserve development decreased 1.5 points to 64.1% in 2012 from 65.6% in 2011.
Regional - The loss ratio of 60.8% in 2012 was 10.7 points lower than the loss ratio of 71.5% in 2011. Catastrophe losses were $24 million in 2012 compared with $85 million in 2011, an decrease of 7.8 loss ratio points. Favorable prior year reserve development was $14 million in 2012 compared with $25 million in 2011, a difference of 1.5 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 4.4 points to 59.6% in 2012 from 64.0% in 2011 due to favorable pricing and loss cost trends.

34

Table of Contents

Alternative Markets - The loss ratio was 72.4% in 2012 and 71.9% in 2011. Favorable prior year reserve development was $4 million in 2012 compared with unfavorable development of $2 million in 2011, a difference of 1.2 loss ratio points. The loss ratio excluding prior year reserve development increased 1.9 points to 73.0% in 2012 from 71.1% in 2011.
Reinsurance - The loss ratio of 57.8% in 2012 was 3.1 points lower than the loss ratio of 60.9% in 2011. Catastrophe losses were $1 million in 2012 compared to $18 million in 2011, a decrease of 5.3 loss ratio points. Favorable prior year reserve development was $23 million in 2012 compared with $18 million in 2011, a difference of 1.1 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 3.3 points to 64.5% in 2012 from 61.2% in 2011.
International - The loss ratio of 60.5% in 2012 was 1.1 points lower than the loss ratio of 61.6% in 2011. There were $2 million in catastrophe losses in 2012 compared with $19 million in 2011, a decrease of 3.8 loss ratio points. Favorable prior year reserve development was $3 million in 2012 and $4 million in 2011, a difference of 0.2 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 2.5 points to 60.7% in 2012 from 58.2% in 2011.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses for 2012 and 2011:
 
(Dollars in thousands)
2012
 
2011
Underwriting expenses
$
1,177,620

 
$
1,059,485

Service expenses
63,996

 
55,764

Net foreign currency gains
(2,873
)
 
(2,171
)
Other costs and expenses
93,281

 
83,858

Total
$
1,332,024

 
$
1,196,936

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Underwriting expenses increased 11% compared with an increase in net premiums written of 12%. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) was 34.3% in 2012 and 34.7% in 2011.
Service expenses, which represent the costs associated with the fee-based businesses, increased 15% to $64 million. The increase was due to an increase in general and administrative expenses related to fee-based business.
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 general and administrative expenses that are not allocated to business segments, increased to $93 million in 2012 from $84 million in 2011.
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 $172 million in 2012 compared to $174 million in 2011 due to lower cost of aircraft sold as a result of lower sales volume.
Interest Expense. Interest expense was $94 million in 2012 compared with $84 million in 2011 due to the issuance of $350 million of 4.625% senior notes in March 2012.
Income Taxes. The effective income tax rate was 26.5% in 2012 compared to 24.8% in 2011. 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 lower portion of the 2012 pre-tax income and as such had a lesser impact on the effective tax rate for 2012 compared with 2011.
    
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $73 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. However, in the future, if such earnings were distributed to the Company, taxes of approximately $5.4 million, assuming all tax credits are realized, would be payable on such undistributed earnings and would be reflected in the tax provision for the year in which these earnings are no longer intended to be permanently reinvested in the foreign subsidiary.



35

Table of Contents



Results of Operations for the Three Months Ended September 30, 2012 and 2011

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, 2012 and 2011. 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)
2012
 
2011
Specialty
 
 
 
Gross premiums written
$
533,592

 
$
454,560

Net premiums written
452,000

 
382,541

Premiums earned
420,165

 
367,417

Loss ratio
62.4
%
 
58.3
%
Expense ratio
32.1
%
 
32.9
%
GAAP combined ratio
94.5
%
 
91.2
%
Regional
 
 
 
Gross premiums written
$
321,659

 
$
301,542

Net premiums written
295,122

 
277,177

Premiums earned
276,629

 
267,142

Loss ratio
57.2
%
 
74.2
%
Expense ratio
35.9
%
 
35.9
%
GAAP combined ratio
93.1
%
 
110.1
%
Alternative Markets
 
 
 
Gross premiums written
$
272,327

 
$
222,423

Net premiums written
205,210

 
174,744

Premiums earned
177,041

 
156,820

Loss ratio
72.9
%
 
70.9
%
Expense ratio
24.8
%
 
26.7
%
GAAP combined ratio
97.7
%
 
97.6
%
Reinsurance
 
 
 
Gross premiums written
$
132,247

 
$
118,266

Net premiums written
123,098

 
113,620

Premiums earned
111,599

 
103,906

Loss ratio
58.1
%
 
61.5
%
Expense ratio
40.0
%
 
40.9
%
GAAP combined ratio
98.1
%
 
102.4
%
International
 
 
 
Gross premiums written
$
234,899

 
$
209,509

Net premiums written
200,457

 
178,057

Premiums earned
201,099

 
160,538

Loss ratio
60.8
%
 
60.0
%
Expense ratio
38.3
%
 
39.1
%
GAAP combined ratio
99.1
%
 
99.1
%
Consolidated
 
 
 
Gross premiums written
$
1,494,724

 
$
1,306,300

Net premiums written
1,275,887

 
1,126,139

Premiums earned
1,186,533

 
1,055,823

Loss ratio
62.1
%
 
64.8
%
Expense ratio
33.7
%
 
34.5
%
GAAP combined ratio
95.8
%
 
99.3
%

36

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, 2012 and 2011 (amounts in thousands, except per share data): 
 
2012
 
2011
Net income to common stockholders
$
100,947

 
$
76,410

Weighted average diluted shares
141,637

 
144,538

Net income per diluted share
$
0.71

 
$
0.53

The Company reported net income of $101 million in 2012 compared to $76 million in 2011. The increase in net income was primarily due to a $27 million increase in after-tax underwriting income. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2012 and 2011.
Premiums. Gross premiums written were $1,495 million in 2012, an increase of 14% from $1,306 million in 2011. The increase in gross premiums written was primarily due to growth in our specialty business and alternative markets segments as a result of expansion into new geographic and product markets. The growth was due to a combination of rate increases and increased exposures. Approximately 78% of policies expiring in 2012 were renewed, compared with a 79% renewal retention rate for policies expiring in 2011. The average rate (i.e., average premium adjusted for change in exposures) for policies that renewed in 2012 increased by approximately 7%. Audit premiums were $22 million in 2012 compared with $12 million in 2011.
From 2005 through 2010, the property casualty insurance market was highly competitive and insurance rates decreased across most business lines. Prices began to increase in 2011, and the rate of increase accelerated in the first nine months of 2012. However, overall loss costs are also generally 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 2012 compared with 2011 by line of business within each business segment follows:
Specialty premiums increased 17% to $534 million in 2012 from $455 million in 2011 primarily due to increased business in the energy and environmental markets. Gross premiums increased $19 million (13%) for other liability, $18 million (19%) for property lines, $15 million (20%) for professional liability, $11 million (28%) for commercial automobile, $9 million (25%) for workers compensation and $7 million for other lines.
Regional gross premiums increased 7% to $322 million in 2012 from $302 million in 2011. Gross premiums increased $14 million (13%) for commercial multiple peril, $7 million (13%) for workers’ compensation and $2 million (3%) for commercial automobile. Gross premiums written decreased $3 million (6%) for other lines.
Alternative markets gross premiums increased 22% to $272 million in 2012 from $222 million in 2011. Excluding assigned risk plans, which are fully reinsured, gross premiums increased 15% to $220 million in 2012 from $191 million in 2011. Gross premiums increased $26 million (35%) for primary workers’ compensation and $7 million (17%) for accident and health products. Gross premiums decreased $2 million (6%) for excess workers' compensation and $1 million for other liability lines.
Reinsurance gross premiums increased 12% to $132 million in 2012 from $118 million in 2011. Gross premiums for casualty business were $83 million in 2012 compared to $82 million in 2011. Gross premiums for property business were $49 million, an increase of $13 million (35%) from 2011.
International gross premiums increased 12% to $235 million in 2012 from $210 million in 2011. The increase was primarily due to an increase in business written by our Lloyd’s operation, our companies in Australia, and new insurance branches in Germany and Norway. Gross premiums increased $8 million (87%) for property reinsurance, $8 million (97%) for other liability, $6 million (14%) for casualty reinsurance, $5 million (26%) for marine, $2 million (5%) for automobile and $2 million (11%) for workers' compensation and decreased $4 million (24%) for fidelity and surety, $1 million (5%) for professional liability and $1 million (2%) for property.
Net premiums written were $1,276 million in 2012, an increase of 13% from $1,126 million in 2011. Ceded reinsurance premiums as a percentage of gross written premiums increased to 15% in 2012 from 14% in 2011. The increase in the percentage of business ceded was due to changes in the reinsurance terms and costs.
Premiums earned increased 12% to $1,187 million in 2012 from $1,056 million in 2011. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly we expect to recognize recent rate increases over the upcoming years. Premiums earned in 2012 are related to business written during both 2012 and 2011.

37

Table of Contents

Net Investment Income. Following is a summary of net investment income for the three months ended September 30, 2012 and 2011:
 
 
Amount
 
Average Annualized
Yield
(Dollars in thousands)
2012
 
2011
 
2012
 
2011
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
121,454

 
$
120,252

 
3.8
 %
 
4.0
 %
Arbitrage trading account
2,397

 
(346
)
 
3.0

 
(0.4
)
Investment funds
(13,118
)
 
(10,820
)
 
(7.6
)
 
(7.2
)
Equity securities available for sale
4,001

 
2,795

 
4.1

 
3.2

Real estate
3,097

 
2,848

 
3.1

 
4.9

Gross investment income
117,831

 
114,729

 
3.2
 %
 
3.4
 %
Investment expenses
(1,812
)
 
(666
)
 
 
 
 
Total
$
116,019

 
$
114,063

 
3.2
 %
 
3.3
 %
Net investment income increased 2% to $116 million in 2012 from $114 million in 2011. The average annualized yield for fixed maturity securities declined from 4.0% to 3.8% due to lower long-term reinvestment yields available in the market. Losses from investment funds in 2012 and 2011 were primarily attributable to energy-related investments. Average invested assets, at cost (including cash and cash equivalents) were $14.7 billion in 2012 and $13.7 billion in 2011.
Insurance Service Fees. The Company is a servicing carrier of worker's compensation assigned risk plans for 20 states and provides insurance program management services to self-insureds, captives, governmental entities, risk retention groups, and insurance companies. Service fees were $26 million in 2012, up from $22 million in 2011, primarily as a result of an increase in fees from residual market premiums.
Net Realized Gains on Investment Sales. 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 $17 million in 2012 compared with $21 million in 2011.
Change in Valuation Allowance, Net of 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. The change in valuation allowance, net of other-than-temporary impairments, was a decrease of $5 million in 2012 compared with none in 2011.
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 increased to $68 million in 2012 from $66 million in 2011.
Losses and Loss Expenses. Losses and loss expenses increased to $737 million in 2012 from $684 million in 2011. The consolidated loss ratio was 62.1% in 2012 and 64.8% in 2011. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $8 million in 2012 compared with $51 million in 2011, a decrease of 4.1 loss ratio points. Favorable prior year reserve development was $28 million in 2012 compared with $56 million in 2011, a difference of 3.0 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.6 points to 63.7% in 2012 from 65.3% in 2011, primarily due to higher earned rate increases. A summary of loss ratios in 2012 compared with 2011 by business segment follows:
Specialty - The loss ratio of 62.4% in 2012 was 4.1 points higher than the loss ratio of 58.3% in 2011. Favorable prior year reserve development was $14 million in 2012 compared with $36 million in 2011, a difference of 6.3 loss ratio points. The loss ratio excluding prior year reserve development decreased 1.6 points to 64.6% in 2012 from 66.2% in 2011.
Regional - The loss ratio of 57.2% in 2012 was 17.0 points lower than the loss ratio of 74.2% in 2011. Catastrophe losses were $1 million in 2012 compared with $32 million in 2011, an decrease of 11.6 loss ratio points. Favorable prior year reserve development was $5 million in 2012 compared with $10 million in 2011, a difference of 2.1 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 7.5 points to 58.6% in 2012 from 66.1% in 2011 due to favorable pricing and milder loss activity.

38

Table of Contents

Alternative Markets - The loss ratio of 72.9% in 2012 was 2.0 points higher than the loss ratio of 70.9% in 2011. Favorable prior year reserve development was $3 million in 2012 compared with unfavorable development of $5 million in 2011, a difference of 1.8 loss ratio points. The loss ratio excluding prior year reserve development increased 0.8 points to 74.3% in 2012 from 73.5% in 2011.
Reinsurance - The loss ratio of 58.1% in 2012 was 3.4 points lower than the loss ratio of 61.5% in 2011. There were no catastrophe losses in 2012 compared to $6 million in 2011, a decrease of 5.8 loss ratio points. Favorable prior year reserve development was $5 million in 2012 compared with $4 million in 2011. The loss ratio excluding catastrophe losses and prior year reserve development increased 2.7 points to 62.2% in 2012 from 59.5% in 2011.
International - The loss ratio of 60.8% in 2012 was 0.8 points higher than the loss ratio of 60.0% in 2011. There were $2 million in catastrophe losses in 2012 compared with $5 million in 2011, a decrease of 2.1 loss ratio points. Favorable prior year reserve development was $1 million in 2012 and in 2011. The loss ratio excluding catastrophe losses and prior year reserve development increased 3.2 points to 60.4% in 2012 from 57.2% in 2011.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses for 2012 and 2011:
 
(Dollars in thousands)
2012
 
2011
Underwriting expenses
$
399,677

 
$
363,889

Service expenses
22,769

 
18,873

Net foreign currency gains
(1,575
)
 
(2,700
)
Other costs and expenses
30,616

 
27,087

Total
$
451,487

 
$
407,149

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Underwriting expenses increased 10% compared to an increase in net written premiums of 13%. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) was 33.7% in 2012 and 34.5% in 2011.
Service expenses, which represent the costs associated with the fee-based businesses, increased 21% to $23 million. The increase was due to an increase in general and administrative expenses related to fee-based business.
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 general and administrative expenses that are not allocated to business segments, increased to $31 million in 2012 from $27 million in 2011.
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 $66 million in 2012 compared to $64 million in 2011.
Interest Expense. Interest expense was $33 million in 2012 compared with $28 million in 2011 due to the issuance of $350 million of 4.625% senior notes in March 2012.
Income Taxes. The effective income tax rate was 24.4% in 2012 compared to 20.6% in 2011. 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 lower portion of the 2012 pre-tax income and as such had a lesser impact on the effective tax rate for 2012 compared with 2011.





39

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 fixed maturity portfolio was 3.3 years at September 30, 2012 and 3.6 years at December 31, 2011. The Company’s fixed maturity investment portfolio and investment-related assets as of September 30, 2012 were as follows:
 
(Dollars in thousands)
Carrying
Value
 
Percent
of Total
Fixed maturity securities:
 
 
 
U.S. government and government agencies
$
937,313

 
6.6
%
State and municipal:
 
 
 
Special revenue
2,198,657

 
15.4
%
Pre-refunded (1)
995,605

 
7.0
%
State general obligation
890,990

 
6.2
%
Local general obligation
391,181

 
2.8
%
Corporate backed
430,658

 
3.0
%
Total state and municipal
4,907,091

 
34.4
%
Mortgage-backed securities:
 
 
 
Agency
1,145,102

 
8.0
%
Residential-Prime
245,739

 
1.7
%
Residential-Alt A
154,538

 
1.1
%
Commercial
158,008

 
1.1
%
Total mortgage-backed securities
1,703,387

 
11.9
%
Corporate:
 
 
 
Industrial
1,620,807

 
11.3
%
Financial
725,550

 
5.1
%
Asset-backed
578,357

 
4.1
%
Utilities
219,452

 
1.5
%
Other
109,983

 
0.8
%
Total corporate
3,254,149

 
22.8
%
Foreign government and foreign government agencies
1,090,472

 
7.6
%
Total fixed maturity securities
11,892,412

 
83.3
%
Equity securities available for sale:
 
 
 
Common stocks
324,881

 
2.3
%
Preferred stocks
100,441

 
0.7
%
Total equity securities available for sale
425,322

 
3.0
%
 
 
 
 
Investment funds
747,638

 
5.2
%
Real estate
433,686

 
3.0
%
Arbitrage trading account
417,446

 
2.9
%
Loans receivable
371,408

 
2.6
%
Total investments
$
14,287,912

 
100.0
%
 

______________    
(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.


40

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.
At September 30, 2012, investments in foreign fixed maturity securities were as follows:
(Dollars in thousands)
Government
Corporate
Total
 Australia
$
204,583

$
113,990

$
318,573

 United Kingdom
139,804

33,693

173,497

 Canada
121,137

51,321

172,458

 Argentina
124,833

24,559

149,392

 Germany
94,056

27,461

121,517

 Brazil
46,650


46,650

 Norway
38,092

 
38,092

 Supranational (1)
36,950


36,950

Netherlands
 
11,511

11,511

 Switzerland

11,231

11,231

 Singapore
6,990


6,990

 Uruguay
3,187


3,187

 New Zealand
424


424

 Total
$
816,706

$
273,766

$
1,090,472

_______________
(1) Supranational represents investments in the North American Development Bank, European Investment Bank and Inter-American Development Bank.
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, 2012, the carrying value of investment funds was $748 million, including investments in real estate funds of $382 million and investments in energy funds of $129 million.
Real Estate. Real estate is directly owned property held for investment. At September 30, 2012, real estate consists of three office buildings in London, including two in operation and one under development, and a long-term ground lease in Washington D. C.
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 $371 million and an aggregate fair value of $364 million at September 30, 2012. Amortized cost of these loans is net of a valuation allowance of $6 million as of September 30, 2012. The five largest loans have an aggregate amortized cost of $217 million and an aggregate fair value of $212 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 August 2025. The loans are secured by office buildings (72%) and hotels (28%) located primarily in New York City, California, Hawaii and Boston.

41

Table of Contents

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. 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 3.3 years at September 30, 2012 and 3.6 years at December 31, 2011. 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 decreased to $453 million in 2012 from $485 million in 2011. The decrease in cash flow was due primarily to an increase in income taxes paid in 2012. Paid losses as a percent of earned premiums were 58.4% in 2012 compared with 60.1% in 2011.

As a holding company, the Company derives cash from its subsidiaries in the form of dividends, tax payments and management fees. Maximum amounts of dividends that can be paid without regulatory approval are prescribed by statute. During 2012, the maximum amount of dividends which can be paid without regulatory approval is approximately $417 million. The ability of the holding company to service its debt obligations is limited by the ability of its insurance subsidiaries to pay dividends. In the event dividends, tax payments and management fees available to the holding company were inadequate to service its debt obligations, the Company would need to raise capital, sell assets or restructure its debt obligations.

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, 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 85% invested in cash, cash equivalents and marketable fixed maturity securities as of September 30, 2012. 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, 2012, the Company had senior notes, junior subordinated debentures and other debt outstanding with a carrying value of $2,121 million and a face amount of $2,141 million. The maturities of the outstanding debt are $14 million in 2012, $200 million in 2013, $47 million in 2014, $200 million in 2015, $2 million in 2016, $450 million in 2019, $300 million in 2020, $427 million in 2022, $1 million in 2023, $250 million in 2037 and $250 million in 2045.
Equity. At September 30, 2012, total common stockholders’ equity was $4.3 billion, common shares outstanding were approximately 136 million and stockholders’ equity per outstanding share was $31.81.
As further described in note 3 to the consolidated financial statements for the nine months ended September 30, 2012, the Company adopted FASB guidance regarding deferred acquisition costs effective January 1, 2012. The impact of adopting this guidance was a reduction in common stockholders' equity of $55 million as of January 1, 2012.
Total Capital. Total capitalization (equity, senior notes and other debt and junior subordinated debentures) was $6.4 billion at September 30, 2012. The percentage of the Company’s capital attributable to senior notes, junior subordinated debentures and other debt was 33% at September 30, 2012 and 31% at December 31, 2011.

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

42

Table of Contents

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, 2012, 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, 2011.

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, 2012 and the number of shares remaining authorized for purchase by the Company.
 
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 (1)
July 2012
615,184

 
$
36.95

 
615,184

 
8,097,613

 
 
August 2012
1,243,583

 
37.08

 
1,243,583

 
9,350,298

 
 
September 2012
111,905

 
$
36.98

 
111,905

 
9,238,393

 
 
(1) The Company's repurchase authorization was increased to 10,000,000 shares on August 7, 2012.

Item 6. Exhibits

Number 
 
 
(10.1)
 
Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan.
(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.

43

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 8, 2012
/s/ William R. Berkley  
 
 
William R. Berkley 
 
 
Chairman of the Board and Chief Executive Officer 
 
 
 
Date:
November 8, 2012
/s/ Eugene G. Ballard  
 
 
Eugene G. Ballard 
 
 
Senior Vice President - Chief Financial Officer 

44