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BERKLEY W R CORP - Quarter Report: 2014 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, 2014
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, 2014: 126,909,538
 


Table of Contents

TABLE OF CONTENTS
 
 
 
 
 
 
 
 
EX-10.1
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
(In thousands, except share data)
 
September 30,
2014
 
December 31,
2013
 
(Unaudited)
 
(Audited)
Assets
 
 
 
Investments:
 
 
 
Fixed maturity securities
$
12,397,756

 
$
11,616,844

Equity securities
222,024

 
283,338

Arbitrage trading account
918,223

 
522,128

Investment funds
1,020,132

 
1,067,495

Loans receivable
343,300

 
343,583

Real estate
703,994

 
715,242

Total investments
15,605,429

 
14,548,630

Cash and cash equivalents
1,342,285

 
839,738

Premiums and fees receivable
1,681,674

 
1,557,480

Due from reinsurers
1,452,393

 
1,533,103

Accrued investment income
138,904

 
118,329

Prepaid reinsurance premiums
418,081

 
367,803

Deferred policy acquisition costs
492,500

 
452,101

Property, furniture and equipment
333,938

 
339,448

Federal and foreign income taxes

 
44,857

Goodwill
103,337

 
110,146

Trading account receivables from brokers and clearing organizations

 
304,936

Other assets
529,056

 
335,225

Total assets
$
22,097,597

 
$
20,551,796

 
 
 
 
Liabilities and Equity
 
 
 
Liabilities:
 
 
 
Reserves for losses and loss expenses
$
10,314,265

 
$
10,080,941

Unearned premiums
3,111,013

 
2,781,437

Due to reinsurers
255,430

 
276,755

Trading account securities sold but not yet purchased
159,537

 
162,278

Trading account payable to brokers and clearing organizations
95,681

 

Federal and foreign income taxes
17,618

 

Other liabilities
938,554

 
848,749

Junior subordinated debentures
339,995

 
339,800

Senior notes and other debt
2,122,030

 
1,692,442

Total liabilities
17,354,123

 
16,182,402

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, 126,907,538 and 132,233,167 shares, respectively
47,024

 
47,024

Additional paid-in capital
982,104

 
967,440

Retained earnings
5,762,406

 
5,265,015

Accumulated other comprehensive income
273,545

 
189,391

Treasury stock, at cost, 108,210,380 and 102,884,751 shares, respectively
(2,356,176
)
 
(2,132,835
)
Total stockholders’ equity
4,708,903

 
4,336,035

Noncontrolling interests
34,571

 
33,359

Total equity
4,743,474

 
4,369,394

Total liabilities and equity
$
22,097,597

 
$
20,551,796


See accompanying notes to interim consolidated financial statements.

1

Table of Contents


W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In thousands, except per share data)

 
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
 
2014
 
2013
 
2014
 
2013
REVENUES:
 
 
 
 
 
 
 
Net premiums written
$
1,525,382

 
$
1,423,625

 
$
4,541,038

 
$
4,142,489

Change in net unearned premiums
(64,578
)
 
(94,763
)
 
(298,977
)
 
(298,993
)
Net premiums earned
1,460,804

 
1,328,862

 
4,242,061

 
3,843,496

Net investment income
179,225

 
125,634

 
486,665

 
405,300

Insurance service fees
26,345

 
26,121

 
81,970

 
80,509

 Net investment gains
72,258

 
43,869

 
234,180

 
96,896

Revenues from wholly-owned investees
101,568

 
109,390

 
298,693

 
284,900

Other income
405

 
248

 
931

 
754

Total revenues
1,840,605

 
1,634,124

 
5,344,500

 
4,711,855

OPERATING COSTS AND EXPENSES:
 
 
 
 
 
 
 
Losses and loss expenses
887,123

 
798,276

 
2,576,996

 
2,348,425

Other operating costs and expenses
544,303

 
504,096

 
1,593,619

 
1,479,986

Expenses from wholly-owned investees
97,797

 
103,170

 
290,823

 
273,615

Interest expense
32,929

 
30,349

 
93,570

 
92,667

Total operating costs and expenses
1,562,152

 
1,435,891

 
4,555,008

 
4,194,693

Income before income taxes
278,453

 
198,233

 
789,492

 
517,162

Income tax expense
(89,662
)
 
(60,045
)
 
(250,840
)
 
(147,249
)
Net income before noncontrolling interests
188,791

 
138,188

 
538,652

 
369,913

Noncontrolling interests
(252
)
 
(1,214
)
 
(479
)
 
(367
)
Net income to common stockholders
$
188,539

 
$
136,974

 
$
538,173

 
$
369,546

 
 
 
 
 
 
 
 
NET INCOME PER SHARE:
 
 
 
 
 
 
 
Basic
$
1.48

 
$
1.01

 
$
4.20

 
$
2.72

Diluted
$
1.42

 
$
0.97

 
$
4.02

 
$
2.62


See accompanying notes to interim consolidated financial statements.





2

Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
(In thousands)
 
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
 
2014
 
2013
 
2014
 
2013
Net income before noncontrolling interests
$
188,791

 
$
138,188

 
$
538,652

 
$
369,913

Other comprehensive income (loss):
 
 
 
 
 
 
 
Change in unrealized currency translation adjustments
(49,380
)
 
44,328

 
(28,590
)
 
(25,451
)
Change in unrealized investment gains (losses), net of taxes
(12,912
)
 
(38,879
)
 
108,232

 
(228,129
)
Change in net pension asset, net of taxes
2,020

 
1,814

 
4,631

 
5,442

Other comprehensive income (loss)
(60,272
)
 
7,263

 
84,273

 
(248,138
)
Comprehensive income
128,519

 
145,451

 
622,925

 
121,775

Comprehensive (income) to the noncontrolling interest
(334
)
 
(1,223
)
 
(598
)
 
(381
)
Comprehensive income to common stockholders
$
128,185

 
$
144,228

 
$
622,327

 
$
121,394


See accompanying notes to interim consolidated financial statements.

3

Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In thousands)
 
For the Nine Months
 
Ended September 30,
 
2014

2013
COMMON STOCK:
 
 
 
Beginning and end of period
$
47,024

 
$
47,024

ADDITIONAL PAID-IN CAPITAL:
 
 
 
Beginning of period
$
967,440

 
$
945,166

Options exercised and restricted stock units issued, net of tax
(6,383
)
 
(1,428
)
Restricted stock units expensed
20,456

 
17,031

Stock issued to directors
591

 
535

End of period
$
982,104

 
$
961,304

RETAINED EARNINGS:
 
 
 
Beginning of period
$
5,265,015

 
$
4,817,807

Net income to common stockholders
538,173

 
369,546

Dividends
(40,782
)
 
(39,336
)
End of period
$
5,762,406

 
$
5,148,017

ACCUMULATED OTHER COMPREHENSIVE INCOME:
 
 
 
Unrealized investment gains (losses):
 
 
 
Beginning of period
$
256,566

 
$
517,658

Unrealized gains (losses) on securities not other-than-temporarily impaired
107,501

 
(228,677
)
Unrealized gains on other-than-temporarily impaired securities
612

 
534

End of period
364,679

 
289,515

Currency translation adjustments:
 
 
 
Beginning of period
(60,524
)
 
(36,676
)
Net change in period
(28,590
)
 
(25,451
)
End of period
(89,114
)
 
(62,127
)
Net pension asset:
 
 
 
Beginning of period
(6,651
)
 
(15,351
)
Net change in period
4,631

 
5,442

End of period
(2,020
)
 
(9,909
)
Total accumulated other comprehensive income
$
273,545

 
$
217,479

TREASURY STOCK:
 
 
 
Beginning of period
$
(2,132,835
)
 
$
(1,969,411
)
Stock exercised/vested
6,384

 
1,434

Stock repurchased
(230,319
)
 
(39,370
)
Stock issued to directors
594

 
597

End of period
$
(2,356,176
)
 
$
(2,006,750
)
NONCONTROLLING INTERESTS:
 
 
 
Beginning of period
$
33,359

 
$
29,249

Contributions
614

 
(1,406
)
Net income
479

 
367

Other comprehensive income, net of tax
119

 
14

End of period
$
34,571

 
$
28,224

See accompanying notes to interim consolidated financial statements.

4

Table of Contents

W. R. BERKLEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In thousands)
 
For the Nine Months
 
Ended September 30,
 
2014
 
2013
CASH FROM OPERATING ACTIVITIES:
 
 
 
Net income to common stockholders
$
538,173

 
$
369,546

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
Net investment gains
(234,180
)
 
(96,896
)
Depreciation and amortization
63,415

 
80,049

Noncontrolling interests
479

 
367

Investment funds
(150,502
)
 
(48,299
)
Stock incentive plans
21,549

 
18,163

Change in:
 
 
 
Arbitrage trading account
1,781

 
(249
)
Premiums and fees receivable
(125,319
)
 
(161,660
)
Reinsurance accounts
12,967

 
(168,863
)
Deferred policy acquisition costs
(44,087
)
 
(51,629
)
Income taxes
11,092

 
(25,396
)
Reserves for losses and loss expenses
277,542

 
341,266

Unearned premiums
345,521

 
363,354

Other
(143,645
)
 
6,942

Net cash from operating activities
574,786

 
626,695

CASH USED IN INVESTING ACTIVITIES:
 
 
 
Proceeds from sale of fixed maturity securities
546,970

 
891,357

Proceeds from sale of equity securities
109,928

 
222,396

Distributions from (contributions to) investment funds
285,233

 
(57,812
)
Proceeds from maturities and prepayments of fixed maturity securities
1,887,252

 
2,244,665

Purchase of fixed maturity securities
(3,098,477
)
 
(3,198,204
)
Purchase of equity securities
(28,606
)
 
(184,829
)
Additions to real estate
(253,007
)
 
(47,279
)
Proceeds from sale of real estate
343,723

 

Change in loans receivable
320

 
(99,356
)
Net additions to property, furniture and equipment
(30,797
)
 
(49,425
)
Change in balances due to security brokers
68,411

 
(37,554
)
Cash distributed in connection with business disposition
15,612

 
(21,408
)
Payment for business purchased, net of cash acquired
(65,423
)
 
(38,556
)
Net cash used in investing activities
(218,861
)
 
(376,005
)
CASH USED IN (FROM) FINANCING ACTIVITIES:
 
 
 
Repayment of senior notes and other debt
(1,829
)
 
(463,600
)
Net proceeds from issuance of debt
431,409

 
349,423

Cash dividends to common stockholders
(40,784
)
 
(39,336
)
Purchase of common treasury shares
(236,703
)
 
(39,370
)
Other, net
915

 
7,341

Net cash used in (from) financing activities
153,008

 
(185,542
)
Net impact on cash due to change in foreign exchange rates
(6,386
)
 
(4,492
)
Net change in cash and cash equivalents
502,547

 
60,656

Cash and cash equivalents at beginning of year
839,738

 
905,670

Cash and cash equivalents at end of period
$
1,342,285

 
$
966,326

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, 2013. Reclassifications have been made in the 2013 financial statements as originally reported to conform to the presentation of the 2014 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.
The weighted average number of common shares used in the computation of basic and diluted earnings per share was as follows:
 
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
Basic
127,165

 
135,268

 
128,225

 
135,726

Diluted
133,001

 
140,758

 
133,886

 
141,095


(3) Recent Accounting Pronouncements

In January 2014, the Financial Accounting Standards Board issued guidance relating to Accounting for Investments in Qualified Affordable Housing Projects. This guidance modified the amortization method on these investments and the statement of operations classification as pre-adoption amounts were presented in both pre-tax income and income tax expense while post adoption all impacts are recorded in income tax expense. The Company adopted this guidance effective January 1, 2014, and the impact of applying this guidance was immaterial.
All recently issued but not yet effective accounting and reporting standards are either not applicable to the Company or are not expected to have a material impact on the Company.


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Table of Contents


(4) Acquisitions/Dispositions

In 2014, the Company acquired a specialty property and casualty insurance distribution company for $83 million. The fair values of the assets acquired and liabilities assumed have been estimated based on a preliminary valuation. The fair values of the assets and liabilities will be adjusted, as needed, following completion of a final valuation.
In 2012, the Company acquired a 49% interest in a worldwide supplier of after-market original equipment manufacturer (OEM) parts, systems and custom logistic support services for military aircraft operations for $43 million. In 2013, the Company acquired the remaining 51% of this business for $43 million. The estimated useful lives of the intangible assets acquired range from 2 years to 15 years, with approximately $3 million having an indefinite life.
In 2014, the Company sold an aviation-related business for $16 million. The business had a net carrying value of $15 million.
The following table summarizes the estimated fair value of net assets acquired and liabilities assumed for business combinations completed in 2014 and 2013:
 
September 30,
 
December 31,
(In thousands)
2014
 
2013
 
 
 
 
Cash and cash equivalents
$
17,456

 
$
3,911

Real estate, furniture and equipment
669

 
898

Goodwill and other intangibles assets
77,967

 
64,464

Premium and service fee receivable
20,178

 

Other assets

 
60,661

Total assets acquired
116,270

 
129,934

Debt

 
(27,612
)
Other liabilities assumed
(33,391
)
 
(17,076
)
  Net assets acquired
$
82,879

 
$
85,246






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Table of Contents

(5) Statement of Comprehensive Income (Loss)

The following table presents the components of the changes in accumulated other comprehensive income (loss) ("AOCI"):
(In thousands)
Unrealized Investment Gains (Losses)
 
Currency Translation Adjustments
 
Net Pension Asset
 
Accumulated Other Comprehensive Income (Loss)
As of and for the nine months ended September 30, 2014:
 
 
 
 
 
 
Changes in AOCI
 
 
 
 
 
 
Beginning of period
$
256,566

 
$
(60,524
)
 
$
(6,651
)
 
$
189,391

Other comprehensive income (loss) before reclassifications
143,388

 
(28,590
)
 

 
114,798

Amounts reclassified from AOCI
(35,156
)
 

 
4,631

 
(30,525
)
Other comprehensive income (loss)
108,232

 
(28,590
)
 
4,631

 
84,273

Unrealized investment gain (loss) related to non-controlling interest
(119
)
 

 

 
(119
)
End of period
$
364,679

 
$
(89,114
)
 
$
(2,020
)
 
$
273,545

Amounts reclassified from AOCI
 
 
 
 
 
 
 
Pre-tax
$
(54,086
)
(1)
$

 
$
7,125

(2)
$
(46,961
)
Tax effect (3)
18,930

 

 
(2,494
)
 
16,436

After-tax amounts reclassified
$
(35,156
)
 
$

 
$
4,631

 
$
(30,525
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Pre-tax
$
163,651

 
$
(28,590
)
 
$
7,125

 
$
142,186

Tax effect
(55,419
)
 

 
(2,494
)
 
(57,913
)
Other comprehensive income (loss)
$
108,232

 
$
(28,590
)
 
$
4,631

 
$
84,273

 
 
 
 
 
 
 
 
As of and for the three months ended September 30, 2014:
 
 
 
 
 
 
Changes in AOCI
 
 
 
 
 
 
 
Beginning of period
$
377,673

 
$
(39,734
)
 
$
(4,040
)
 
$
333,899

Other comprehensive income (loss) before reclassifications
3,099

 
(49,380
)
 

 
(46,281
)
Amounts reclassified from AOCI
(16,011
)
 

 
2,020

 
(13,991
)
Other comprehensive income (loss)
(12,912
)
 
(49,380
)
 
2,020

 
(60,272
)
Unrealized investment gain (loss) related to non-controlling interest
(82
)
 

 

 
(82
)
End of period
$
364,679

 
$
(89,114
)
 
$
(2,020
)
 
$
273,545

Amounts reclassified from AOCI
 
 
 
 
 
 
 
Pre-tax
$
(24,632
)
(1)
$

 
$
3,108

(2)
$
(21,524
)
Tax effect (3)
8,621

 

 
(1,088
)
 
7,533

After-tax amounts reclassified
$
(16,011
)
 
$

 
$
2,020

 
$
(13,991
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Pre-tax
$
(25,029
)
 
$
(49,380
)
 
$
3,108

 
$
(71,301
)
Tax effect
12,117

 

 
(1,088
)
 
11,029

Other comprehensive income (loss)
$
(12,912
)
 
$
(49,380
)
 
$
2,020

 
$
(60,272
)

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Table of Contents

 
Unrealized Investment Gains (Losses)
 
Currency Translation Adjustments
 
Net Pension Asset
 
Accumulated Other Comprehensive Income (Loss)
(In thousands)
 
 
 
 
 
 
 
As of and for the nine months ended September 30, 2013:
 
 
 
 
 
 
Changes in AOCI
 
 
 
 
 
 
Beginning of period
$
517,658

 
$
(36,676
)
 
$
(15,351
)
 
$
465,631

Other comprehensive income (loss) before reclassifications
(172,276
)
 
(25,451
)
 

 
(197,727
)
Amounts reclassified from AOCI
(55,853
)
 

 
5,442

 
(50,411
)
Other comprehensive income (loss)
(228,129
)
 
(25,451
)
 
5,442

 
(248,138
)
Unrealized investment gain related to non-controlling interest
(14
)
 

 

 
(14
)
End of period
$
289,515

 
$
(62,127
)
 
$
(9,909
)
 
$
217,479

Amounts reclassified from AOCI
 
 
 
 
 
 
 
Pre-tax
$
(85,928
)
(1)
$

 
$
8,372

(2)
$
(77,556
)
Tax effect (3)
30,075

 

 
(2,930
)
 
27,145

After-tax amounts reclassified
$
(55,853
)
 
$

 
$
5,442

 
$
(50,411
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Pre-tax
$
(350,968
)
 
$
(25,451
)
 
$
8,372

 
$
(368,047
)
Tax effect
122,839

 

 
(2,930
)
 
119,909

Other comprehensive income (loss)
$
(228,129
)
 
$
(25,451
)
 
$
5,442

 
$
(248,138
)
 
 
 
 
 
 
 
 
As of and for the three months ended September 30, 2013:
 
 
 
 
 
 
Changes in AOCI
 
 
 
 
 
 
 
Beginning of period
$
328,403

 
$
(106,455
)
 
$
(11,723
)
 
$
210,225

Other comprehensive income (loss) before reclassifications
(10,331
)
 
44,328

 

 
33,997

Amounts reclassified from AOCI
(28,548
)
 

 
1,814

 
(26,734
)
Other comprehensive income (loss)
(38,879
)
 
44,328

 
1,814

 
7,263

Unrealized investment gain related to non-controlling interest
(9
)
 

 

 
(9
)
End of period
$
289,515

 
$
(62,127
)
 
$
(9,909
)
 
$
217,479

Amounts reclassified from AOCI
 
 
 
 
 
 
 
Pre-tax
$
(43,920
)
(1)
$

 
$
2,790

(2)
$
(41,130
)
Tax effect (3)
15,372

 

 
(976
)
 
14,396

After-tax amounts reclassified
$
(28,548
)
 
$

 
$
1,814

 
$
(26,734
)
Other comprehensive income (loss)
 
 
 
 
 
 
 
Pre-tax
$
(59,814
)
 
$
44,328

 
$
2,790

 
$
(12,696
)
Tax effect
20,935

 

 
(976
)
 
19,959

Other comprehensive income (loss)
$
(38,879
)
 
$
44,328

 
$
1,814

 
$
7,263

_______________
(1) Net investment gains in the consolidated statements of income.
(2) Other operating costs and expenses in the consolidated statements of income.
(3) Income tax expense in the consolidated statements of income.


9

Table of Contents

(6) Statements of Cash Flow
Interest payments were $108,688,000 and $114,026,000 and income taxes paid were $238,030,000 and $176,632,000 in the nine months ended September 30, 2014 and 2013, respectively.

(7) Investments in Fixed Maturity Securities
At September 30, 2014 and December 31, 2013, investments in fixed maturity securities were as follows:
 
(In thousands)
Amortized
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
71,897

 
$
16,991

 
$

 
$
88,888

 
$
71,897

Residential mortgage-backed
24,300

 
2,901

 

 
27,201

 
24,300

Corporate
4,999

 
368

 

 
5,367

 
4,999

Total held to maturity
101,196

 
20,260

 

 
121,456

 
101,196

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
787,967

 
30,296

 
(5,229
)
 
813,034

 
813,034

State and municipal
3,958,141

 
226,746

 
(4,819
)
 
4,180,068

 
4,180,068

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,209,068

 
26,100

 
(14,209
)
 
1,220,959

 
1,220,959

Commercial
76,993

 
976

 
(83
)
 
77,886

 
77,886

Corporate
4,866,983

 
191,727

 
(17,008
)
 
5,041,702

 
5,041,702

Foreign
880,959

 
95,159

 
(13,207
)
 
962,911

 
962,911

Total available for sale
11,780,111

 
571,004

 
(54,555
)
 
12,296,560

 
12,296,560

Total investments in fixed maturity securities
$
11,881,307

 
$
591,264

 
$
(54,555
)
 
$
12,418,016

 
$
12,397,756

December 31, 2013
 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
 
State and municipal
$
68,929

 
$
11,172

 
$

 
$
80,101

 
$
68,929

Residential mortgage-backed
27,393

 
3,311

 

 
30,704

 
27,393

Corporate
4,998

 
417

 

 
5,415

 
4,998

Total held to maturity
101,320

 
14,900

 

 
116,220

 
101,320

Available for sale:
 
 
 
 
 
 
 
 
 
U.S. government and government agency
858,319

 
34,522

 
(7,982
)
 
884,859

 
884,859

State and municipal
4,085,791

 
162,330

 
(29,837
)
 
4,218,284

 
4,218,284

Mortgage-backed securities:
 
 
 
 
 
 
 
 
 
Residential (1)
1,248,693

 
25,895

 
(25,941
)
 
1,248,647

 
1,248,647

Commercial
76,454

 
5,670

 
(988
)
 
81,136

 
81,136

Corporate
4,076,585

 
156,256

 
(30,100
)
 
4,202,741

 
4,202,741

Foreign
844,469

 
51,674

 
(16,286
)
 
879,857

 
879,857

Total available for sale
11,190,311

 
436,347

 
(111,134
)
 
11,515,524

 
11,515,524

Total investments in fixed maturity securities
$
11,291,631

 
$
451,247

 
$
(111,134
)
 
$
11,631,744

 
$
11,616,844

________________
(1)
Gross unrealized losses for residential mortgage-backed securities include $1,020,000 and $1,961,000 as of September 30, 2014 and December 31, 2013, respectively, related to the non-credit portion of other-than-temporary impairments (“OTTI”) recognized in accumulated other comprehensive income.


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The amortized cost and fair value of fixed maturity securities at September 30, 2014, 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.
 
(In thousands)
Amortized
Cost
 
Fair Value
Due in one year or less
$
889,062

 
$
900,273

Due after one year through five years
4,052,836

 
4,268,705

Due after five years through ten years
3,105,077

 
3,288,731

Due after ten years
2,523,971

 
2,634,261

Mortgage-backed securities
1,310,361

 
1,326,046

Total
$
11,881,307

 
$
12,418,016

At September 30, 2014, there were no investments, other than investments in United States government and government agency securities, which exceeded 10% of common stockholders’ equity.

(8) Investments in Equity Securities
At September 30, 2014 and December 31, 2013, investments in equity securities were as follows:
 
(In thousands)
Cost
 
Gross Unrealized
 
Fair
Value
 
Carrying
Value
Gains
 
Losses
 
September 30, 2014
 
 
 
 
 
 
 
 
 
Common stocks
$
68,762

 
$
11,742

 
$
(531
)
 
$
79,973

 
$
79,973

Preferred stocks
92,767

 
52,463

 
(3,179
)
 
142,051

 
142,051

Total
$
161,529

 
$
64,205

 
$
(3,710
)
 
$
222,024

 
$
222,024

December 31, 2013
 
 
 
 
 
 
 
 
 
Common stocks
$
118,536

 
$
42,239

 
$

 
$
160,775

 
$
160,775

Preferred stocks
85,091

 
43,791

 
(6,319
)
 
122,563

 
122,563

Total
$
203,627

 
$
86,030

 
$
(6,319
)
 
$
283,338

 
$
283,338


(9) Arbitrage Trading Account
At September 30, 2014 and December 31, 2013, the carrying value of the arbitrage trading account was $918 million and $522 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 merger arbitrage investments less vulnerable to changes in general financial market conditions.


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(10) Net Investment Income
Net investment income consists of the following: 
 
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
Investment income earned on:
 
 
 
 
 
 
 
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
117,289

 
$
104,033

 
$
331,947

 
$
333,072

Investment funds
59,077

 
5,492

 
135,232

 
45,248

Arbitrage trading account
47

 
11,738

 
12,508

 
14,265

Equity securities available for sale
1,369

 
3,192

 
5,418

 
9,073

Real estate
3,042

 
3,086

 
9,207

 
9,343

Gross investment income
180,824

 
127,541

 
494,312

 
411,001

Investment expense
(1,599
)
 
(1,907
)
 
(7,647
)
 
(5,701
)
Net investment income
$
179,225

 
$
125,634

 
$
486,665

 
$
405,300


(11) Investment Funds
Investment funds consist of the following:
 
Carrying Value as of
 
Income from Investment Funds
 
September 30,
 
December 31,
 
For the Nine Months Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
Real estate
$
282,431

 
$
378,435

 
$
24,341

 
$
5,777

Energy
159,857

 
155,026

 
18,136

 
25,959

Arbitrage
286,845

 
271,575

 
15,270

 
3,050

Other
290,999

 
262,459

 
77,485

 
10,462

Total
$
1,020,132

 
$
1,067,495

 
$
135,232


$
45,248


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 consolidated financial statements.

(12) Real Estate

Investment in real estate represents directly owned property held for investment, as follows:    
 
Carrying Value
 
September 30,
 
December 31,
(In thousands)
2014
 
2013
Properties in operation
$
196,884

 
$
283,393

Properties under development
507,110

 
431,849

Total
$
703,994

 
$
715,242


Included in properties in operation are a long-term ground lease in Washington, D.C. and an office building in West Palm Beach, Florida. Properties in operation are net of accumulated depreciation and amortization of $68,000 and $17,827,000 as of September 30, 2014 and December 31, 2013, respectively. Related depreciation expense was $3,228,000 and $5,111,000 for the nine months ended September 30, 2014 and 2013, respectively. Future minimum rental income expected on operating leases relating to properties in operation is $2,820,000 in 2014, $11,360,000 in 2015, $11,379,000 in 2016, $11,420,000 in 2017, $10,750,000 in 2018 and $343,903,000 thereafter.


12

Table of Contents

The properties under development are an office building in London, a mixed-use project in Washington, D.C. and an office complex in New York City.

(13) Loans Receivable
Loans receivable are as follows:
(In thousands)
September 30, 2014
 
December 31, 2013
Amortized cost:
 
 
 
  Real estate loans
$
259,522

 
$
282,357

  Commercial loans
83,778

 
61,226

  Total
$
343,300

 
$
343,583

 
 
 
 
Fair value:
 
 
 
  Real estate loans
$
261,342

 
$
284,017

  Commercial loans
85,280

 
62,729

  Total
$
346,622

 
$
346,746

 
 
 
 
Valuation allowance:
 
 
 
  Specific
$
115

 
$

  General
2,427

 
2,087

  Total
$
2,542

 
$
2,087

 
 
 
 
 
For the Three Months
 
 Ended September 30,
 
2014
 
2013
  Increase (decrease) in valuation allowance
$
(24
)
 
$
72

  Loans receivable charged off

 

 
 
 
 
 
For the Nine Months
 
 Ended September 30,
 
2014
 
2013
  Increase in valuation allowance
$
455

 
$
137

  Loans receivable charged off

 

Loans receivable in non-accrual status as of September 30, 2014 were $15.2 million resulting from the transfer of such loans to held-for-sale. There were no loans receivable in non-accrual status as of December 31, 2013.
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.
Real estate loans are secured by commercial real estate primarily located in Arizona, California, Hawaii, Illinois, New York, North Carolina, Texas and Virginia. Real estate loans generally earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. Commercial loans are with small business owners who have secured the related financing with the assets of the business. Commercial loans generally earn interest on a fixed basis and have varying maturities not exceeding 10 years.
The Company utilizes an internal risk rating system to assign a risk to each of its real estate 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

13

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position in the capital structure, and the overall leverage in the capital structure. Based on this rating system, none of the real estate loans were considered to be impaired at September 30, 2014, and accordingly, the Company determined that a specific valuation allowance was not required.

(14) Realized and Unrealized Investment Gains (Losses)

 Realized and unrealized investment gains (losses) are as follows:
 
For the Three Months Ended September 30,
 
For the Nine Months Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
Realized investment gains (losses):
 
 
 
 
 

 
 

Fixed maturity securities:
 
 
 
 
 

 
 

Gains
$
13,803

 
$
19,500

 
$
17,263

 
$
39,643

Losses
(2,208
)
 
(739
)
 
(3,727
)
 
(12,205
)
Equity securities available for sale
9,729

 
25,158

 
39,310

 
58,489

Investment funds
50,919

 
(34
)
 
95,675

 
11,003

Real estate
15

 

 
85,659

 

Other

 
(16
)
 

 
(34
)
    Total
72,258

 
43,869

 
234,180

 
96,896

Income tax expense
(25,290
)
 
(15,355
)
 
(81,963
)
 
(33,914
)
    Total after-tax realized investment gains
$
46,968

 
$
28,514

 
$
152,217

 
$
62,982

Change in unrealized investment gains (losses):
 
 
 
 
 

 
 

Fixed maturity securities
$
10,722

 
$
(46,004
)
 
$
190,242

 
$
(339,384
)
Previously impaired fixed maturity securities
188

 
299

 
941

 
821

Equity securities available for sale
(27,548
)
 
(13,984
)
 
(19,215
)
 
(5,614
)
Investment funds
(8,391
)
 
3,926

 
(8,317
)
 
(5,248
)
Total change in unrealized investment gains (losses)
(25,029
)
 
(55,763
)
 
163,651

 
(349,425
)
Income tax benefit (expense)
12,117

 
16,884

 
(55,419
)
 
121,296

Noncontrolling interests
(82
)
 
(9
)
 
(119
)
 
(14
)
    Total after-tax unrealized gains (losses)
$
(12,994
)
 
$
(38,888
)
 
$
108,113

 
$
(228,143
)
            


14

Table of Contents

(15) Securities in an Unrealized Loss Position
The following tables summarize all securities in an unrealized loss position at September 30, 2014 and December 31, 2013 by the length of time those securities have been continuously in an unrealized loss position: 
  
Less Than 12 Months
 
12 Months or Greater
 
Total
(In thousands)
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
September 30, 2014
 
 
 
 
 
 
 
 
 
 
 
U.S. government and government agency
$
131,471

 
$
1,411

 
$
85,253

 
$
3,818

 
$
216,724

 
$
5,229

State and municipal
111,019

 
743

 
175,757

 
4,076

 
286,776

 
4,819

Mortgage-backed securities
182,774

 
1,481

 
295,503

 
12,811

 
478,277

 
14,292

Corporate
1,068,868

 
3,983

 
269,171

 
13,025

 
1,338,039

 
17,008

Foreign
82,459

 
3,154

 
120,708

 
10,053

 
203,167

 
13,207

Fixed maturity securities
1,576,591

 
10,772

 
946,392

 
43,783

 
2,522,983

 
54,555

Common stocks
10,813

 
531

 

 

 
10,813

 
531

Preferred stocks
3,005

 
40

 
22,535

 
3,139

 
25,540

 
3,179

Equity securities
13,818

 
571

 
22,535

 
3,139

 
36,353

 
3,710

Total
$
1,590,409

 
$
11,343

 
$
968,927

 
$
46,922

 
$
2,559,336

 
$
58,265

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
U.S. government and government agency
$
260,882

 
$
7,927

 
$
2,163

 
$
55

 
$
263,045

 
$
7,982

State and municipal
899,613

 
24,503

 
87,345

 
5,334

 
986,958

 
29,837

Mortgage-backed securities
578,603

 
17,964

 
140,648

 
8,965

 
719,251

 
26,929

Corporate
1,013,373

 
17,066

 
105,074

 
13,034

 
1,118,447

 
30,100

Foreign
320,215

 
16,286

 

 

 
320,215

 
16,286

Fixed maturity securities
3,072,686

 
83,746

 
335,230

 
27,388

 
3,407,916

 
111,134

Common stocks

 

 

 

 

 

Preferred stocks
13,291

 
513

 
19,868

 
5,806

 
33,159

 
6,319

Equity securities
13,291

 
513

 
19,868

 
5,806

 
33,159

 
6,319

Total
$
3,085,977

 
$
84,259

 
$
355,098

 
$
33,194

 
$
3,441,075

 
$
117,453

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, 2014 is presented in the table below.  
($ in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Gross
Unrealized
Loss
Mortgage-backed securities
9

 
$
42,230

 
$
1,611

Corporate
9

 
27,494

 
647

Foreign

 

 

Total
18

 
$
69,724

 
$
2,258


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, 2014 and 2013, 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

15

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, 2014, there were two preferred stocks in an unrealized loss position, with an aggregate fair value of $26 million and a gross unrealized loss of $3 million. Based upon management’s view of the underlying value of these securities, the Company does not consider these preferred stocks to be OTTI.

(16) Fair Value Measurements
The Company’s fixed maturity and equity securities available for sale and its arbitrage 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.



16

Table of Contents

The following tables present the assets and liabilities measured at fair value, on a recurring basis, as of September 30, 2014 and December 31, 2013 by level:
 
(In thousands)
Total
 
Level 1
 
Level 2
 
Level 3
September 30, 2014
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and government agency
$
813,034

 
$

 
$
813,034

 
$

State and municipal
4,180,068

 

 
4,180,068

 

Mortgage-backed securities
1,298,845

 

 
1,298,845

 

Corporate
5,041,702

 

 
5,017,702

 
24,000

Foreign government
962,911

 

 
962,911

 

Total fixed maturity securities available for sale
12,296,560

 

 
12,272,560

 
24,000

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
79,973

 
68,852

 

 
11,121

Preferred stocks
142,051

 

 
138,313

 
3,738

Total equity securities available for sale
222,024

 
68,852

 
138,313

 
14,859

Arbitrage trading account
918,223

 
237,310

 
676,896

 
4,017

Total
$
13,436,807

 
$
306,162

 
$
13,087,769

 
$
42,876

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
159,537

 
$
159,501

 
$
5

 
$
31

December 31, 2013
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Fixed maturity securities available for sale:
 
 
 
 
 
 
 
U.S. government and government agency
$
884,859

 
$

 
$
884,859

 
$

State and municipal
4,218,284

 

 
4,218,284

 

Mortgage-backed securities
1,329,783

 

 
1,329,783

 

Corporate
4,202,741

 

 
4,159,877

 
42,864

Foreign government
879,857

 

 
879,857

 

Total fixed maturity securities available for sale
11,515,524

 

 
11,472,660

 
42,864

Equity securities available for sale:
 
 
 
 
 
 
 
Common stocks
160,775

 
159,537

 

 
1,238

Preferred stocks
122,563

 

 
118,811

 
3,752

Total equity securities available for sale
283,338

 
159,537

 
118,811

 
4,990

Arbitrage trading account
522,128

 
192,281

 
328,067

 
1,780

Total
$
12,320,990

 
$
351,818

 
$
11,919,538

 
$
49,634

Liabilities:
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
162,278

 
$
162,126

 
$
152

 
$

There were no significant transfers between Levels 1 and 2 during the nine months ended September 30, 2014 or during the year ended December 31, 2013.








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Table of Contents

The following tables summarize changes in Level 3 assets and liabilities for the nine months ended September 30, 2014 and for the year ended December 31, 2013:
 
  
 
 
Gains (Losses) Included in
 
 
(In thousands)
Beginning
Balance
 
Earnings
 
Other
Comprehensive
Income
 
Purchases
 
(Sales)
 
Maturities
 
Transfer in (out)
 
Ending
Balance
Nine months ended September 30, 2014:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
42,864

 
$
49

 
$
(1,146
)
 
$
84

 
$
(15,244
)
 
$
(2,607
)
 
$

 
$
24,000

Total
42,864

 
49

 
(1,146
)
 
84

 
(15,244
)
 
(2,607
)
 

 
24,000

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,238

 

 
(531
)
 
11,343

 
(929
)
 

 

 
11,121

Preferred stocks
3,752

 
8

 

 
3,430

 
(3,452
)
 

 

 
3,738

Total
4,990

 
8

 
(531
)
 
14,773

 
(4,381
)
 

 

 
14,859

Arbitrage trading account
1,780

 
2,294

 

 
4,942

 
(14,063
)
 

 
9,064

 
4,017

Total
$
49,634

 
$
2,351

 
$
(1,677
)
 
$
19,799

 
$
(33,688
)
 
$
(2,607
)
 
$
9,064

 
$
42,876

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities sold but not yet purchased
$

 
$

 
$

 
$
31

 
$

 
$

 
$

 
$
31

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate
$
59,065

 
$
677

 
$
309

 
$
170

 
$
(4,753
)
 
$
(12,604
)
 
$

 
$
42,864

Total
59,065

 
677

 
309

 
170

 
(4,753
)
 
(12,604
)
 

 
42,864

Equity securities available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stocks
1,408

 

 

 

 
(170
)
 

 

 
1,238

Preferred stocks
621

 
(299
)
 

 
3,430

 

 

 

 
3,752

Total
2,029

 
(299
)
 

 
3,430

 
(170
)
 

 

 
4,990

Arbitrage trading account
928

 
1,458

 
730

 
824

 
(853
)
 

 
(1,307
)
 
1,780

Total
$
62,022

 
$
1,836

 
$
1,039

 
$
4,424

 
$
(5,776
)
 
$
(12,604
)
 
$
(1,307
)
 
$
49,634

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities sold but not yet purchased
$
20

 
$
(4
)
 
$

 
$
4

 
$
(20
)
 
$

 
$

 
$

During the nine months ended September 30, 2014, two securities were transferred into Level 3 where the quoted prices were no longer available. One of these securities was sold during the second quarter of 2014. There were no significant transfers in or out of Level 3 during the year ended December 31, 2013.


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Table of Contents

(17) Reinsurance
The following is a summary of reinsurance financial information:
  
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
Written premiums:
 
 
 
 
 
 
 
Direct
$
1,553,493

 
$
1,415,775

 
$
4,699,319

 
$
4,221,370

Assumed
225,863

 
251,331

 
657,704

 
695,293

Ceded
(253,974
)
 
(243,481
)
 
(815,985
)
 
(774,174
)
Total net premiums written
$
1,525,382

 
$
1,423,625

 
$
4,541,038

 
$
4,142,489

 
 
 
 
 
 
 
 
Earned premiums:
 
 
 
 
 
 
 
Direct
$
1,505,738

 
$
1,351,542

 
$
4,336,463

 
$
3,893,806

Assumed
216,889

 
226,530

 
667,566

 
658,063

Ceded
(261,823
)
 
(249,210
)
 
(761,968
)
 
(708,373
)
Total net premiums earned
$
1,460,804

 
$
1,328,862

 
$
4,242,061

 
$
3,843,496

 
 
 
 
 
 
 
 
Ceded losses incurred
$
128,903

 
$
186,504

 
$
319,156

 
$
439,415

The Company reinsures a portion of its insurance exposures in order to reduce its net liability on individual risks and catastrophe losses. The Company also cedes premiums to state assigned risk plans and captive insurance companies. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of $2 million as of September 30, 2014 and $1 million as of December 31, 2013.

(18) Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments:
 
  
September 30, 2014
 
December 31, 2013
(In thousands)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Assets:
 
 
 
 
 
 
 
Fixed maturity securities
$
12,397,756

 
$
12,418,016

 
$
11,616,844

 
$
11,631,744

Equity securities available for sale
222,024

 
222,024

 
283,338

 
283,338

Arbitrage trading account
918,223

 
918,223

 
522,128

 
522,128

Loans receivable
343,300

 
346,622

 
343,583

 
346,746

Cash and cash equivalents
1,342,285

 
1,342,285

 
839,738

 
839,738

Trading account receivables from brokers and clearing organizations

 

 
304,936

 
304,936

Due from broker

 

 
17,735

 
17,735

Liabilities:
 
 
 
 
 
 
 
Due to broker
58,926

 
58,926

 
8,273

 
8,273

Trading account payable to brokers and clearing organizations
95,681

 
95,681

 

 

Trading account securities sold but not yet purchased
159,537

 
159,537

 
162,278

 
162,278

Junior subordinated debentures
339,995

 
326,480

 
339,800

 
288,540

Senior notes and other debt
2,122,030

 
2,341,816

 
1,692,442

 
1,861,898

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 that rely on fair value measurements as described in Note 16 above. 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.

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Table of Contents

(19) Restricted Stock Units
Pursuant to its stock incentive plan, the Company may issue restricted stock units (RSUs) to employees 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 $16 million for the nine months ended September 30, 2014 and 2013, respectively. A summary of RSUs issued in the nine months ended September 30, 2014 and 2013 follows:
 
($ in thousands)
Units
 
Fair Value
Nine months ended September 30,
 
 
 
2014
1,135,900

 
$
50,791

2013
93,150

 
$
3,957



(20) Litigation and Contingent Liabilities
In the ordinary course of business, the Company is subject to disputes, litigation and arbitration arising from its insurance and reinsurance businesses. These matters are generally related to insurance and reinsurance claims and are considered in the establishment of loss and loss expense reserves. In addition, the Company may also become involved in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in handling of insurance claims. The Company expects its ultimate liability with respect to such matters will not be material to its financial condition. However, adverse outcomes on such matters are possible, from time to time, and could be material to the Company’s results of operations in any particular financial reporting period.

(21) Business Segments
The Company’s financial results are presented for the following reportable business segments, plus a corporate segment:
    
Insurance-Domestic - commercial insurance business, including excess and surplus lines and admitted lines, primarily throughout the United States;

Insurance-International - insurance business primarily in the United Kingdom, Continental Europe, South America, Canada, Scandinavia, and Australia; and

Reinsurance-Global - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, and the Asia-Pacific Region.
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.

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Table of Contents

Summary financial information about the Company's business segments is presented in the following tables:
  
Revenues
 
 
 
 
(In thousands)
Earned
Premiums
 
Investment
Income 
 
Other
 
Total
 
Pre-Tax
Income
(Loss)
 
Net
Income
(Loss) to Common Stockholders
Three months ended September 30, 2014:
 
 
 
 
 
 
 
 
 
 
Insurance-Domestic
$
1,093,554

 
$
125,792

 
$
26,408

 
$
1,245,754

 
$
228,359

 
$
154,718

Insurance-International
205,529

 
19,957

 

 
225,486

 
12,603

 
9,217

Reinsurance-Global
161,721

 
26,916

 

 
188,637

 
29,005

 
20,207

Corporate and eliminations (1)

 
6,560

 
101,910

 
108,470

 
(63,772
)
 
(42,571
)
Net investment gains

 

 
72,258

 
72,258

 
72,258

 
46,968

  Total
$
1,460,804

 
$
179,225

 
$
200,576

 
$
1,840,605

 
$
278,453

 
$
188,539

Three months ended September 30, 2013:
 
 
 
 
 
 
 
 
 
 
Insurance-Domestic
$
958,994

 
$
94,071

 
$
26,125

 
$
1,079,190

 
$
172,177

 
$
118,183

Insurance-International
189,054

 
11,151

 

 
200,205

 
16,129

 
11,225

Reinsurance-Global
180,814

 
20,121

 

 
200,935

 
24,559

 
17,300

Corporate and eliminations (1)

 
291

 
109,634

 
109,925

 
(58,501
)
 
(38,248
)
Net investment gains

 

 
43,869

 
43,869

 
43,869

 
28,514

  Total
$
1,328,862

 
$
125,634

 
$
179,628

 
$
1,634,124

 
$
198,233

 
$
136,974

Nine months ended September 30, 2014:
 
 
 
 
 
 
 
 
 
 
Insurance-Domestic
$
3,138,806

 
$
347,002

 
$
82,159

 
$
3,567,967

 
$
607,399

 
$
414,588

Insurance-International
592,721

 
47,885

 

 
640,606

 
41,860

 
29,938

Reinsurance-Global
510,534

 
72,102

 

 
582,636

 
86,945

 
60,624

Corporate and eliminations (1)

 
19,676

 
299,435

 
319,111

 
(180,892
)
 
(119,194
)
Net investment gains

 

 
234,180

 
234,180

 
234,180

 
152,217

  Total
$
4,242,061

 
$
486,665

 
$
615,774

 
$
5,344,500

 
$
789,492

 
$
538,173

Nine months ended September 30, 2013:
 
 
 
 
 
 
 
 
 
 
Insurance-Domestic
$
2,769,369

 
$
299,430

 
$
80,513

 
$
3,149,312

 
$
465,861

 
$
324,069

Insurance-International
540,365

 
36,383

 

 
576,748

 
51,094

 
35,794

Reinsurance-Global
533,762

 
65,656

 

 
599,418

 
87,252

 
61,375

Corporate and eliminations (1)

 
3,831

 
285,650

 
289,481

 
(183,941
)
 
(114,674
)
Net investment gains

 

 
96,896

 
96,896

 
96,896

 
62,982

  Total
$
3,843,496

 
$
405,300

 
$
463,059

 
$
4,711,855

 
$
517,162

 
$
369,546


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

Identifiable assets by segment are as follows:
(In thousands)
September 30, 2014
 
December 31, 2013
Insurance-Domestic
$
16,074,387

 
$
15,247,807

Insurance-International
1,915,322

 
1,516,310

Reinsurance-Global
2,801,268

 
3,103,193

Corporate and eliminations
1,306,620

 
684,486

  Total
$
22,097,597

 
$
20,551,796


    


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Net premiums earned by major line of business are as follows:
 
 
For the Three Months
 
For the Nine Months
 
Ended September 30,
 
Ended September 30,
(In thousands)
2014
 
2013
 
2014
 
2013
  Insurance-Domestic:
 
 
 
 
 
 
 
Other liability
$
368,818

 
$
314,878

 
$
1,070,525

 
$
917,910

Workers’ compensation
291,297

 
252,220

 
824,541

 
722,422

Short-tail lines
222,561

 
199,181

 
642,833

 
570,868

Commercial automobile
134,197

 
125,942

 
385,667

 
361,964

Professional liability
76,681

 
66,773

 
215,240

 
196,205

Total
1,093,554

 
958,994

 
3,138,806

 
2,769,369

 
 
 
 
 
 
 
 
  Insurance-International:
 
 
 
 
 
 
 
Other liability
27,705

 
18,457

 
70,036

 
48,745

Workers’ compensation
18,012

 
20,847

 
52,578

 
65,482

Short-tail lines
100,417

 
92,213

 
303,119

 
248,637

Commercial automobile
29,076

 
30,898

 
86,318

 
97,929

Professional liability
30,319

 
26,639

 
80,670

 
79,572

Total
205,529

 
189,054

 
592,721

 
540,365

 
 
 
 
 
 
 
 
  Reinsurance-Global:
 
 
 
 
 
 
 
Casualty
122,741

 
128,127

 
372,894

 
371,571

Property
38,980

 
52,687

 
137,640

 
162,191

Total
161,721

 
180,814

 
510,534

 
533,762

 
 
 
 
 
 
 
 
Total
$
1,460,804

 
$
1,328,862

 
$
4,242,061

 
$
3,843,496



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Table of Contents


SAFE HARBOR STATEMENT
This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2014 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information 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, including new alternative entrants to the industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage and private equity investments; the 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 legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; foreign currency and political risks relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Act of 2002, as amended ("TRIA"), and the potential expiration of TRIA; the ability of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk related 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; 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. These risks and uncertainties could cause our actual results for the year 2014 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Our future financial performance is dependent upon factors discussed in our Annual Report on Form 10-K, elsewhere in this Form 10-Q and our other SEC filings. Forward-looking statements speak only as of the date on which they are made. Except to the extent required by applicable laws, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

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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 three business segments: Insurance-Domestic, Insurance-International and Reinsurance-Global. 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, reinsurance and enterprise risk 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. Since 2006, the Company formed 24 new operating units that are focused on important parts of the economy in the U.S., including healthcare, energy and agriculture, and on growing international markets, including Scandinavia, Australia, the Asia-Pacific region and South America.
The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The ultimate adequacy of premium rates is not known with certainty at the time an 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 statutory capital and surplus employed in the industry, and the industry’s willingness to deploy that capital.
From 2005 through 2010, the property casualty insurance market was very competitive and insurance rates decreased across most business lines. Although prices have generally increased since the beginning of 2011, the current market is increasingly competitive and price levels for certain lines of business remain below the prices required for the Company to achieve its long-term return objectives. Part of the Company's strategy is to selectively reduce its business in areas where it believes returns are not adequate. 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 and investment gains. 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, as well as the credit quality and duration of the securities. Returns available on fixed maturity investments are at historically low levels. The Company's investment income has been negatively impacted by the low fixed maturity investment returns, and will be further impacted if investment returns remain at this level.
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,

24

Table of Contents

including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided.
In examining reserve adequacy, several factors are considered in 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

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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 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 2013:
(In thousands)
Frequency (+/-)
Severity (+/-)
1%
 
5%
 
10%
1%
$
64,750

 
$
194,893

 
$
357,572

5%
194,893

 
330,191

 
499,313

10%
357,572

 
499,313

 
676,488

Our net reserves for losses and loss expenses of approximately $8.9 billion as of September 30, 2014 relate to multiple accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or lower than the amounts reflected above.
Approximately $1.5 billion, or 17%, of the Company’s net loss reserves as of September 30, 2014 relate to the Reinsurance-Global segment. There is a higher degree of uncertainty and greater variability regarding estimates of assumed loss reserves because those estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is extended. Management considers the impact of delayed reporting in its selection of assumed loss development factors.
Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding companies to determine the accuracy and completeness of information provided to the Company. The information received from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business as well as industry loss trends and loss development benchmarks.







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Table of Contents

Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of September 30, 2014 and December 31, 2013:
 
(In thousands)
September 30,
 
December 31,
 
2014
 
2013
Insurance-Domestic
$
6,739,751

 
$
6,493,401

Insurance-International
723,374

 
592,709

Reinsurance-Global
1,481,552

 
1,597,687

Net reserves for losses and loss expenses
8,944,677

 
8,683,797

Ceded reserves for losses and loss expenses
1,369,588

 
1,397,144

Gross reserves for losses and loss expenses
$
10,314,265

 
$
10,080,941

Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of September 30, 2014 and December 31, 2013:
 
(In thousands)
Reported Case
Reserves
 
Incurred But
Not Reported
 
Total
September 30, 2014
 
 
 
 
 
Other liability
$
1,015,790

 
$
1,810,237

 
$
2,826,027

Workers’ compensation (1)
1,579,865

 
1,203,554

 
2,783,419

Professional liability
320,187

 
432,027

 
752,214

Commercial automobile
287,668

 
212,887

 
500,555

Short-tail lines
330,532

 
270,378

 
600,910

Total primary
3,534,042

 
3,929,083

 
7,463,125

Reinsurance (1)
604,290

 
877,262

 
1,481,552

Total
$
4,138,332

 
$
4,806,345

 
$
8,944,677

December 31, 2013
 
 
 
 
 
Other liability
$
937,168

 
$
1,852,779

 
$
2,789,947

Workers’ compensation (1)
1,462,849

 
1,206,244

 
2,669,093

Professional liability
320,579

 
344,232

 
664,811

Commercial automobile
267,701

 
205,404

 
473,105

Short-tail lines
258,459

 
230,696

 
489,155

Total primary
3,246,756

 
3,839,355

 
7,086,111

Reinsurance (1)
679,108

 
918,578

 
1,597,686

Total
$
3,925,864

 
$
4,757,933

 
$
8,683,797


(1) Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $869 million
and $837 million as of September 30, 2014 and December 31, 2013, respectively.

The Company evaluates reserves for losses and loss adjustment expenses on a quarterly basis. Changes in estimates of prior year losses are reported when such changes are made. 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.

    

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Certain of the Company's insurance and reinsurance contracts are loss sensitive, whereby the Company collects more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss adjustment expenses for prior years may be offset by additional or return premiums.

Net prior year development for each of the nine months ended September 30, 2014 and 2013 are as follows:
 
(In thousands)
2014
 
2013
Decrease in prior year loss reserves
$
55,219

 
$
74,728

Increase in prior year earned premiums
7,098

 

Net favorable prior year development
$
62,317

 
$
74,728

     
Net favorable prior year development was approximately $62 million in the first nine months of 2014 compared with $75 million in 2013. In 2014, the Insurance - Domestic segment reported favorable reserve development of $72 million, which was partially offset by unfavorable development of $10 million for the Insurance - International segment.
Favorable development in 2014 for the Insurance - Domestic segment was driven primarily by excess and surplus lines casualty business for accident years 2007 through 2013. Reported losses for these years continue to be below our initial expectations at the time the business was written, largely as a result of persistent improvement in claim frequency trends. As these accident years have matured, the weighting of actuarial methods has shifted from methods based on initial expected losses to methods based on actual reported losses. We believe the favorable claim frequency trends during this time period for excess and surplus casualty business is due to changes in the mix of business written and to the general slowdown in the economy. Unfavorable development in 2014 for the Insurance - International segment was driven primarily by professional liability business (accident years 2009-2013) and surety business (accident year 2013) in Europe, which experienced a greater than expected number of large losses.
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 of 2.2%. As of September 30, 2014, the aggregate blended discount rates ranged from 2.1% to 6.5%, with a weighted average discount rate of 4.2%. The aggregate net discount, after reflecting the effects of ceded reinsurance, was $869 million and $837 million as of September 30, 2014 and December 31, 2013, 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 $78 million and $69 million at September 30, 2014 and December 31, 2013, 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.

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Table of Contents

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.

The following table provides a summary of fixed maturity securities in an unrealized loss position as of September 30, 2014:
 
($ in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Unrealized
Loss
Unrealized loss less than 20% of amortized cost
356

 
$
2,520,448

 
$
53,567

Unrealized loss of 20% or greater of amortized cost:

 

 

Twelve months and longer
6

 
2,535

 
988

Total
362

 
$
2,522,983

 
$
54,555

A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at September 30, 2014 is presented in the table below.
 
($ in thousands)
Number of
Securities
 
Aggregate
Fair Value
 
Gross
Unrealized
Loss
Mortgage-backed securities
9

 
$
42,230

 
$
1,611

Corporate
9

 
27,494

 
647

Foreign government

 

 

             Total
18

 
$
69,724

 
$
2,258

    
The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss is 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, 2014, there were two preferred stocks in an unrealized loss position, with an aggregate fair value of $26 million and a gross unrealized loss of $3 million. Based upon management's view of the underlying value of these securities, the Company does not consider these preferred 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 $3 million at September 30, 2014 and $2 million at December 31, 2013.

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Table of Contents

The Company monitors the performance of its loans receivable and assesses the ability of each 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.

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, 2014:
 
($ in thousands)
Carrying
Value
 
Percent
of Total
Pricing source:
 
 
 
       Independent pricing services
$
10,937,344

 
88.9
%
       Syndicate manager
62,747

 
0.5

Directly by the Company based on:
 
 
 
Observable data
1,272,469

 
10.4

Cash flow model
24,000

 
0.2

Total
$
12,296,560

 
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, 2014, 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.

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Table of Contents

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



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Table of Contents

Results of Operations for the Nine Months Ended September 30, 2014 and 2013
 
Business Segment Results
Following is a summary of gross and net premiums written, net 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, 2014 and 2013. 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.
($ in thousands)
2014
 
2013
Insurance-Domestic:
 
 
 
Gross premiums written
$
4,087,752

 
$
3,620,776

Net premiums written
3,432,803

 
3,008,429

Net premiums earned
3,138,806

 
2,769,369

Loss ratio
60.2
%
 
61.6
%
Expense ratio
32.0
%
 
32.9
%
GAAP combined ratio
92.2
%
 
94.5
%
Insurance-International:
 
 
 
Gross premiums written
$
747,639

 
$
686,870

Net premiums written
620,025

 
572,641

Net premiums earned
592,721

 
540,365

Loss ratio
60.9
%
 
58.8
%
Expense ratio
39.9
%
 
38.3
%
GAAP combined ratio
100.8
%
 
97.1
%
Reinsurance-Global:
 
 
 
Gross premiums written
$
521,633

 
$
609,017

Net premiums written
488,210

 
561,419

Net premiums earned
510,534

 
533,762

Loss ratio
64.2
%
 
60.9
%
Expense ratio
32.9
%
 
35.1
%
GAAP combined ratio
97.1
%
 
96.0
%
Consolidated:
 
 
 
Gross premiums written
$
5,357,024

 
$
4,916,663

Net premiums written
4,541,038

 
4,142,489

Net premiums earned
4,242,061

 
3,843,496

Loss ratio
60.7
%
 
61.1
%
Expense ratio
33.2
%
 
34.0
%
GAAP combined ratio
93.9
%
 
95.1
%

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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, 2014 and 2013:
(In thousands, except per share data)
2014
 
2013
Net income to common stockholders
$
538,173

 
$
369,546

Weighted average diluted shares
133,886

 
141,095

Net income per diluted share
$
4.02

 
$
2.62

The Company reported net income of $538 million in 2014 compared to $370 million in 2013. The 46% increase in net income was primarily due to increases in after-tax net investment gains of $89 million, after-tax net investment income of $45 million and after-tax underwriting income of $44 million. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2014 and 2013.
Premiums. Gross premiums written were $5,357 million in 2014, an increase of 9% from $4,917 million in 2013. The growth was due to a combination of rate increases and increased exposures. Average renewal premium rates (adjusted for change in exposures) increased 3.8% in 2014 and 6.9% in 2013. However, overall 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 long-term return objectives.
A summary of gross premiums written in 2014 compared with 2013 by line of business within each business segment follows:
Insurance-Domestic gross premiums increased 13% to $4,088 million in 2014 from $3,621 million in 2013. Gross premiums increased $145 million (15%) for workers' compensation, $128 million (11%) for other liability, $101 million (13%) for short-tail lines, $67 million (24%) for professional liability and $26 million (7%) for commercial auto.
Insurance-International gross premiums increased 9% to $748 million in 2014 from $687 million in 2013. Gross premiums increased $62 million (17%) for short-tail lines, $17 million (25%) for other liability and $1 million (1%) for professional liability and decreased $13 million (20%) for workers' compensation and $6 million (6%) for commercial auto. In local currency terms, gross premiums increased 15%.
Reinsurance-Global gross premiums decreased 14% to $522 million in 2014 from $609 million in 2013, as we faced increasingly competitive conditions. Gross premiums written decreased $44 million (21%) for property lines and $43 million (11%) for casualty lines.
Net premiums written were $4,541 million in 2014, an increase of 10% from $4,142 million in 2013. Ceded reinsurance premiums as a percentage of gross written premiums were 15% in 2014 and 16% in 2013.
Premiums earned increased 10% to $4,242 million in 2014 from $3,843 million in 2013. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly we expect recent rate increases will be earned over the upcoming quarters. Premiums earned in 2014 are related to business written during both 2014 and 2013. Audit premiums were $85 million in 2014 compared with $71 million in 2013.



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Net Investment Income. Following is a summary of net investment income for the nine months ended September 30, 2014 and 2013: 
 
Amount
 
Average Annualized
Yield
(In thousands)
2014
 
2013
 
2014
 
2013
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
331,947

 
$
333,072

 
3.5
%
 
3.5
%
Investment funds
135,232

 
45,248

 
18.0

 
7.4

Arbitrage trading account
12,508

 
14,265

 
2.8

 
3.8

Real estate
9,207

 
9,343

 
1.5

 
2.1

Equity securities available for sale
5,418

 
9,073

 
3.8

 
3.8

Gross investment income
494,312

 
411,001

 
4.3

 
3.7

Investment expenses
(7,647
)
 
(5,701
)
 
 
 
 
Total
$
486,665

 
$
405,300

 
4.2

 
3.7

Net investment income increased 20% to $487 million in 2014 from $405 million in 2013 due to an increase in income from investment funds. The increase in investment income from investment funds (reported on a one-quarter lag) was primarily related to funds that invest in real estate, energy, aviation assets and railcars. Average invested assets, at cost (including cash and cash equivalents) were $15.4 billion in 2014 and $14.8 billion in 2013.
Insurance Service Fees. The Company is a servicing carrier of workers' 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 $82 million in 2014, up from $81 million in 2013.
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 $234 million in 2014 compared with $97 million in 2013. The gains in 2014 included an $86 million gain from the sale of a commercial office building in London, England and a gain of $39 million resulting from an initial public offering by one of the Company's private equity investees.
Revenues from Wholly-Owned Investees. Revenues from wholly-owned investees 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 $299 million in 2014 from $285 million in 2013 primarily due to higher aircraft and aircraft parts sales.
Losses and Loss Expenses. Losses and loss expenses increased to $2,577 million in 2014 from $2,348 million in 2013. The consolidated loss ratio was 60.7% in 2014 and 61.1% in 2013. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $69 million in 2014 compared with $52 million in 2013, an increase of 0.3 loss ratio points. Favorable prior year reserve development (net of premium offsets) was $62 million in 2014 compared with $75 million in 2013, a difference of 0.5 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.1 points to 60.6% in 2014 from 61.7% in 2013. A summary of loss ratios in 2014 compared with 2013 by business segment follows:
Insurance-Domestic - The loss ratio of 60.2% in 2014 was 1.4 points lower than the loss ratio of 61.6% in 2013. Catastrophe losses were $59 million in 2014 compared with $36 million in 2013, an increase of 0.6 loss ratio points. Favorable prior year reserve development was $72 million in 2014 compared with $60 million in 2013. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.9 points to 60.6 % in 2014 from 62.5% in 2013.
Insurance-International - The loss ratio of 60.9% in 2014 was 2.1 points higher than the loss ratio of 58.8% in 2013. Catastrophe losses were $9 million in 2014 compared with $7 million in 2013, a increase of 0.2 loss ratio points. Adverse prior year reserve development was $10 million in 2014 compared with $7 million in 2013, an increase of 0.4 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 1.5 points to 57.8% in 2014 from 56.3% in 2013.


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Reinsurance-Global - The loss ratio of 64.2% in 2014 was 3.3 points higher than the loss ratio of 60.9% in 2013. Catastrophe losses were $2 million in 2014 compared with $9 million in 2013, a decrease of 1.4 loss ratio points. Favorable prior year reserve development was $0.5 million in 2014 compared with favorable development of $22 million in 2013, a difference of 3.9 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.8 points to 64.0% in 2014 from 63.2% in 2013.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
2014
 
2013
Underwriting expenses
$
1,407,608

 
$
1,305,195

Service expenses
69,130

 
66,505

Debt extinguishment costs

 
6,709

Net foreign currency gains
(1,018
)
 
(6,388
)
Other costs and expenses
117,899

 
107,965

Total
$
1,593,619

 
$
1,479,986

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Underwriting expenses increased 8% compared with an increase in net premiums earned of 10%. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) was 33.2% in 2014, down from 34.0% in 2013, primarily due to higher earned premiums and to the impact of expense reduction iniatives.
Service expenses, which represent the costs associated with the fee-based businesses, were $69 million in 2014 and $67 million in 2013.
Foreign currency gains and losses result from transactions denominated in a currency other than a company's operating functional currency. Net foreign currency gains were $1 million in 2014 and $6 million in 2013.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans. Other costs and expenses increased to $118 million in 2014 from $108 million in 2013 due primarily to higher compensation costs, including costs relating to long-term incentive plans.
Expenses from Wholly-Owned Investees. Expenses from wholly-owned investees 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 $291 million in 2014 compared to $274 million in 2013 primarily due to higher aircraft and aircraft part sales.
Interest Expense. Interest expense was $94 million in 2014 compared with $93 million in 2013. In August 2014, the Company issued $350 million of 4.75% senior notes due 2044. A portion of the proceeds will be used to repay $200 million of 5.60% senior notes that are due on May 15, 2015.
Income Taxes. The effective income tax rate was 32% in 2014 compared to 28% in 2013. The effective income tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income. As a result of higher income from underwriting and fully taxable investment activities, tax exempt investment income comprised a lower portion of the 2014 pre-tax income. Therefore, tax-exempt income had a lesser impact on the effective tax rate for 2014 compared with 2013.
    
The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $85 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 $7 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.








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Table of Contents

Results of Operations for the Three Months Ended September 30, 2014 and 2013
 
Business Segment Results
Following is a summary of gross and net premiums written, net 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 three months ended September 30, 2014 and 2013. 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.
($ in thousands)
2014
 
2013
Insurance-Domestic:
 
 
 
Gross premiums written
$
1,393,186

 
$
1,254,868

Net premiums written
1,182,579

 
1,054,465

Net premiums earned
1,093,554

 
958,994

Loss ratio
59.8
%
 
59.5
%
Expense ratio
31.1
%
 
33.0
%
GAAP combined ratio
90.9
%
 
92.5
%
Insurance-International:
 
 
 
Gross premiums written
$
205,253

 
$
193,557

Net premiums written
171,582

 
166,061

Net premiums earned
205,529

 
189,054

Loss ratio
62.7
%
 
59.4
%
Expense ratio
40.7
%
 
38.0
%
GAAP combined ratio
103.4
%
 
97.4
%
Reinsurance-Global:
 
 
 
Gross premiums written
$
180,917

 
$
218,681

Net premiums written
171,221

 
203,099

Net premiums earned
161,721

 
180,814

Loss ratio
64.5
%
 
63.7
%
Expense ratio
34.2
%
 
33.8
%
GAAP combined ratio
98.7
%
 
97.5
%
Consolidated:
 
 
 
Gross premiums written
$
1,779,356

 
$
1,667,106

Net premiums written
1,525,382

 
1,423,625

Net premiums earned
1,460,804

 
1,328,862

Loss ratio
60.7
%
 
60.1
%
Expense ratio
32.8
%
 
33.8
%
GAAP combined ratio
93.5
%
 
93.9
%

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Table of Contents


Net Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the three months ended September 30, 2014 and 2013:
(In thousands, except per share data)
2014
 
2013
Net income to common stockholders
$
188,539

 
$
136,974

Weighted average diluted shares
133,001

 
140,758

Net income per diluted share
$
1.42

 
$
0.97

The Company reported net income of $189 million in 2014 compared to $137 million in 2013. The 38% increase in net income was primarily due to increases in after-tax net investment income of $33 million, after-tax net investment gains of $18 million and after-tax underwriting income of $9 million. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2014 and 2013.
Premiums. Gross premiums written were $1,779 million in 2014, an increase of 7% from $1,667 million in 2013. The growth was due to a combination of rate increases and increased exposures. Average renewal premium rates (adjusted for change in exposures) increased 4.5% in 2014 and 6.4 % in 2013. However, overall 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 long-term return objectives.
A summary of gross premiums written in 2014 compared with 2013 by line of business within each business segment follows:
Insurance-Domestic gross premiums increased 11% to $1,393 million in 2014 from $1,255 million in 2013. Gross premiums increased $31 million (9%) for workers' compensation, $25 million (6%) for other liability, $42 million (15%) for short-tail lines, $35 million (33%) for professional liability and $5 million (4%) for commercial auto.
Insurance-International gross premiums increased 6% to $205 million in 2014 from $194 million in 2013. Gross premiums increased $9 million (36%) for other liability and $6 million (24%) for professional liability, and decreased $3 million (14%) for workers' compensation. In local currency terms, gross premiums increased 13%.
Reinsurance-Global gross premiums decreased 17% to $181 million in 2014 from $219 million in 2013, as we faced increasingly competitive conditions. Gross premiums written decreased $20 million (14%) for casualty lines and $18 million (25%) for property lines.
Net premiums written were $1,525 million in 2014, an increase of 7% from $1,424 million in 2013. Ceded reinsurance premiums as a percentage of gross written premiums were 14% in 2014 and 15% in 2013.
Premiums earned increased 10% to $1,461 million in 2014 from $1,329 million in 2013. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly we expect recent rate increases will be earned over the upcoming quarters. Premiums earned in 2014 are related to business written during both 2014 and 2013. Audit premiums were $32 million in 2014 and $19 million in 2013.


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Table of Contents

Net Investment Income. Following is a summary of net investment income for the three months ended September 30, 2014 and 2013: 
 
Amount
 
Average Annualized
Yield
(In thousands)
2014
 
2013
 
2014
 
2013
Fixed maturity securities, including cash and cash equivalents and loans receivable
$
117,289

 
$
104,033

 
3.6
%
 
3.3
%
Investment funds
59,077

 
11,738

 
23.3

 
5.5

Arbitrage trading account
47

 
5,492

 

 
4.2

Real estate
3,042

 
3,086

 
0.8

 
2.0

Equity securities available for sale
1,369

 
3,192

 
3.3

 
4.0

Gross investment income
180,824

 
127,541

 
4.6

 
3.4

Investment expenses
(1,599
)
 
(1,907
)
 
 
 
 
Total
$
179,225

 
$
125,634

 
4.6

 
3.4

Net investment income increased 43% to $179 million in 2014 from $126 million in 2013 due to an increase in income from investment funds. The increase in investment income from investment funds (reported on a one quarter lag) was primarily related to funds that invest in real estate, energy, aviation assets and railcars. Average invested assets, at cost (including cash and cash equivalents) were $15.8 billion in 2014 and $14.9 billion in 2013.
Insurance Service Fees. The Company is a servicing carrier of workers' 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 2014 and 2013.
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 $72 million in 2014 compared with $44 million in 2013. The gains in 2014 included a gain of $39 million resulting from an initial public offering by one of the Company's private equity investees.
Revenues from Wholly-Owned Investees. Revenues from wholly-owned investees 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 $102 million in 2014 from $109 million in 2013 primarily due to lower aircraft and aircraft parts sales.
Losses and Loss Expenses. Losses and loss expenses increased to $887 million in 2014 from $798 million in 2013. The consolidated loss ratio was 60.7% in 2014 and 60.1% in 2013. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $15 million in 2014 compared with $13 million in 2013, an increase of 0.1 loss ratio points. Favorable prior year reserve development (net of premium offsets) was $13 million in 2014 compared with $33 million in 2013, a difference of 1.5 loss ratio points. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.0 point to 60.6% in 2014 from 61.6% in 2013. A summary of loss ratios in 2014 compared with 2013 by business segment follows:
Insurance-Domestic - The loss ratio of 59.8% in 2014 was 0.3 points higher than the loss ratio of 59.5% in 2013. Catastrophe losses were $8 million in 2014 compared with $6 million in 2013. Favorable prior year reserve development was $18 million in 2014 compared with $32 million in 2013. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.6 points to 60.7% in 2014 from 62.3% in 2013.
Insurance-International - The loss ratio of 62.7% in 2014 was 3.3 points higher than the loss ratio of 59.4% in 2013. Catastrophe losses were $7 million in 2014 compared with $4 million in 2013, an increase of 1.6 loss ratio points. Unfavorable prior year reserve development was $5 million in 2014 and 2013. The loss ratio excluding catastrophe losses and prior year reserve development increased 2.0 points to 57.0% in 2014 from 55.0% in 2013.
Reinsurance-Global - The loss ratio of 64.5% in 2014 was 0.8 points higher than the loss ratio of 63.7% in 2013. Catastrophe losses were $1 million in 2014 compared with $3 million in 2013, a difference of 1.9 loss ratio points. Favorable prior year reserve development was $0.8 million in 2014 compared with favorable development of $6 million in 2013. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.3 points to 64.8% in 2014 from 64.5% in 2013.

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Table of Contents

Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses:
(In thousands)
2014
 
2013
Underwriting expenses
$
479,174

 
$
449,711

Service expenses
23,266

 
21,064

Net foreign currency gains
(2,677
)
 
(1,617
)
Other costs and expenses
44,540

 
34,938

Total
$
544,303

 
$
504,096

Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Underwriting expenses increased 7% compared with an increase in net premiums earned of 10%. The expense ratio (underwriting expenses expressed as a percentage of premiums earned) was 32.8% in 2014, down from 33.8% in 2013, primarily due to higher earned premiums and to the impact of expense reduction iniatives.
Service expenses, which represent the costs associated with the fee-based businesses, were $23 million in 2014 and $21 million 2013.
Foreign currency gains and losses result from transactions denominated in a currency other than a company's operating functional currency. Net foreign currency gains were $3 million in 2014 and $2 million in 2013.
Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans. Other costs and expenses were $45 million in 2014 and $35 million in 2013 due primarily to higher compensation costs, including costs relating to long-term incentive plans.
Expenses from Wholly-Owned Investees. Expenses from wholly-owned investees 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 $98 million in 2014 compared to $103 million in 2013.
Interest Expense. Interest expense was $33 million in 2014 compared with $30 million in 2013. In August 2014, the Company issued $350 million of 4.75% senior notes due 2044. A portion of the proceeds will be used to repay $200 million of 5.60% senior notes that are due on May 15, 2015.
Income Taxes. The effective income tax rate was 32% in 2014 compared to 30% in 2013. The effective income tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income. As a result of higher income from underwriting and fully taxable investment activities, tax exempt investment income comprised a lower portion of the 2014 pre-tax income. Therefore, tax-exempt income had a lesser impact on the effective tax rate for 2014 compared with 2013.     
    



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 3.1 years at September 30, 2014 down from 3.3 years at December 31, 2013. The Company’s fixed maturity investment portfolio and investment-related assets as of September 30, 2014 were as follows:
 
($ in thousands)
Carrying
Value
 
Percent
of Total
Fixed maturity securities:
 
 
 
U.S. government and government agencies
$
813,034

 
5.2
%
State and municipal:
 
 
 
Special revenue
2,223,429

 
14.2

State general obligation
748,321

 
4.8

Pre-refunded (1)
546,737

 
3.5

Corporate backed
433,235

 
2.8

Local general obligation
300,243

 
1.9

Total state and municipal
4,251,965

 
27.2

Mortgage-backed securities:
 
 
 
Agency
1,011,584

 
6.5

Residential-Prime
155,169

 
1.0

Residential-Alt A
78,506

 
0.5

Commercial
77,886

 
0.5

Total mortgage-backed securities
1,323,145

 
8.5

Corporate:
 
 
 
Industrial
1,694,885

 
10.9

Asset-backed
1,870,778

 
12.0

Financial
1,201,906

 
7.7

Utilities
188,864

 
1.2

Other
90,268

 
0.6

Total corporate
5,046,701

 
32.4

Foreign government and foreign government agencies
962,911

 
6.2

Total fixed maturity securities
12,397,756

 
79.5

Equity securities
 
 
 
Common stocks
79,973

 
0.5

Preferred stocks
142,051

 
0.9

Total equity securities
222,024

 
1.4

 
 
 
 
Investment funds
1,020,132

 
6.5

Real estate
703,994

 
4.5

Arbitrage trading account
918,223

 
5.9

Loans receivable
343,300

 
2.2

Total investments
$
15,605,429

 
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.


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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, 2014, investments in foreign government fixed maturity securities were as follows:
(In thousands)
Carrying Value
Australia
$
234,902

United Kingdom
184,133

Canada
170,101

Argentina
143,055

Germany
63,035

Brazil
58,198

Norway
49,948

Supranational (1)
49,448

Singapore
6,780

Uruguay
3,311

 Total
$
962,911


(1) Supranational represents investments in the North American Development Bank, European Investment Bank and Inter- American Development Bank.
Equity Securities. Equity securities primarily represent investments in high-dividend yielding common and preferred stocks issued by large market capitalization companies.
Investment Funds. At September 30, 2014, the carrying value of investment funds was $1,020 million, including investments in real estate funds of $282 million, arbitrage funds of $287 million and energy funds of $160 million.
Real Estate. Real estate is directly owned property held for investment. At September 30, 2014, real estate properties in operation included a long-term ground lease in Washington D.C. and an office building in West Palm Beach, Florida. In addition, there are three properties under development: an office building in London, a mixed-use project in Washington D.C. and an office complex in New York City. The Company expects to fund further development costs for these projects with a combination of its own funds and external financing.
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, had an aggregate cost of $343 million and an aggregate fair value of $347 million at September 30, 2014. The amortized cost of loans receivable is net of a valuation allowance of $3 million as of September 30, 2014. Loans receivable include real estate loans of $260 million that are secured by commercial real estate located primarily in Arizona, California, Hawaii, Illinois, New York, North Carolina, Virginia and Texas. Real estate loans receivable generally earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. Loans receivable include commercial loans of $83 million that are secured by business assets. Commercial loans have fixed interest rates and varying maturities not exceeding 10 years.

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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 3.1 years at September 30, 2014 down from 3.3 years at December 31, 2013. 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 $575 million in the first nine months of 2014 from $627 million in the comparable period in 2013.
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 82% invested in cash, cash equivalents and marketable fixed maturity securities as of September 30, 2014. 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, 2014, the Company had senior notes, junior subordinated debentures and other debt outstanding with a carrying value of $2,462 million and a face amount of $2,488 million. The maturities of the outstanding debt are $284 million in 2015, $32 million in 2016, $43 million in 2017, $450 million in 2019, $300 million in 2020, $427 million in 2022, $2 million in 2029, $250 million in 2037, $350 million in 2044 and $350 million in 2053.

In August 2014, the Company issued $350 million of 4.75% senior notes due 2044. A portion of the proceeds will be used to repay $200 million of 5.60% senior notes that are due on May 15, 2015. In addition, the Company assumed $71 million of debt in conjunction with the acquisition of an office building in West Palm Beach, Florida, that matures in August 2015.
Equity. At September 30, 2014, total common stockholders’ equity was $4.7 billion, common shares outstanding were approximately 127 million and stockholders’ equity per outstanding share was $37.10. During the first nine months of 2014, the Company repurchased 5,647,003 shares of its common stock for $230 million.
Total Capital. Total capitalization (equity, debt and junior subordinated debentures) was $7.2 billion at September 30, 2014. The percentage of the Company’s capital attributable to debt and subordinated debentures was 34% at September 30, 2014 and 32% at December 31, 2013.

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

Item 4.
Controls and Procedures
          Disclosure Controls and Procedures. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14 as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control over Financial Reporting. During the quarter ended September 30, 2014, 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.


42

Table of Contents

PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Please see Note 20 to the notes to the interim consolidated financial statements.
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, 2013.

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, 2014 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
July 2014
212,000

 
$
44.77

 
212,000

 
7,881,884

August 2014
526,302

 
44.79

 
526,302

 
7,355,582

September 2014

 

 

 
7,355,582



Item 6. Exhibits

Number 
 
 
(10.1)
 
Form of Performance-Based 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.

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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
W. R. BERKLEY CORPORATION
 
Date:
November 7, 2014
/s/ William R. Berkley  
 
 
William R. Berkley 
 
 
Chairman of the Board and Chief Executive Officer 
 
 
 
Date:
November 7, 2014
/s/ Eugene G. Ballard  
 
 
Eugene G. Ballard 
 
 
Senior Vice President - Chief Financial Officer 

44