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EVEREST GROUP, LTD. - Quarter Report: 2009 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED:

JUNE 30, 2009

 

Commission file number:

1-15731

 

EVEREST RE GROUP, LTD.

(Exact name of registrant as specified in its charter)

Bermuda

 

98-0365432

(State or other jurisdiction of

incorporation or organization)

 

 

(I.R.S. Employer

Identification No.)

Wessex House – 2nd Floor

45 Reid Street

PO Box HM 845

Hamilton HM DX, Bermuda

441-295-0006

 

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive office)

 

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

X

 

NO

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 shorter period that the registrant was required to submit and post such files).

YES

 

 

NO

 

 

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

X

 

Accelerated filer

 

 

Non-accelerated filer

 

 

 

Smaller reporting company

 

(Do not check if 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

 

 

NO

X

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

 

 

Number of Shares Outstanding

Class

 

At August 1, 2009

Common Shares, $0.01 par value

 

60,853,961

 

 

 


 

  EVEREST RE GROUP, LTD

           Table of Contents               

    Form 10-Q

 

 

   Page

      PART I

              FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets at June 30, 2009 (unaudited) and

 

 

December 31, 2008

1

 

 

 

 

Consolidated Statements of Operations and Comprehensive Income (Loss) for the

 

 

three and six months ended June 30, 2009 and 2008 (unaudited)

2

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the three and

 

 

six months ended June 30, 2009 and 2008 (unaudited)

3

 

 

 

 

Consolidated Statements of Cash Flows for the three and six months ended

 

 

June 30, 2009 and 2008 (unaudited)

4

 

 

 

 

Notes to Consolidated Interim Financial Statements (unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and

 

 

Results of Operation

27

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

56

 

 

 

Item 4.

Controls and Procedures

56

 

 

 

 

  PART II

  OTHER INFORMATION

 

Item 1.

Legal Proceedings

56

 

 

 

Item 1A.

Risk Factors

57

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57

 

 

 

Item 3.

Defaults Upon Senior Securities

57

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

58

 

 

 

Item 5.

Other Information

58

 

 

 

Item 6.

Exhibits

58

 

 

 

 

 


Table of Contents

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

EVEREST RE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

 

 

June 30,

December 31,

(Dollars in thousands, except par value per share)

2009

2008

(unaudited)

ASSETS:

Fixed maturities - available for sale, at market value

$         11,803,246

$         10,759,612

(amortized cost: 2009, $11,769,608; 2008, $10,932,076)

Fixed maturities - available for sale, at fair value

48,269

43,090

Equity securities - available for sale, at market value (cost: 2009, $13,676; 2008, $14,915)

15,556

16,900

Equity securities - available for sale, at fair value

132,443

119,829

Short-term investments

1,107,354

1,889,799

Other invested assets (cost: 2009, $633,819; 2008, $687,265)

628,137

679,356

Cash

472,300

205,694

Total investments and cash

14,207,305

13,714,280

Accrued investment income

151,552

149,215

Premiums receivable

983,367

908,110

Reinsurance receivables

649,037

657,169

Funds held by reinsureds

384,308

331,817

Deferred acquisition costs

351,703

354,992

Prepaid reinsurance premiums

79,632

79,379

Deferred tax asset

346,284

442,367

Federal income taxes recoverable

90,064

32,295

Other assets

83,683

176,966

TOTAL ASSETS

$         17,326,935

$         16,846,590

 

LIABILITIES:

Reserve for losses and loss adjustment expenses

$          8,815,875

$          8,840,660

Future policy benefit reserve

67,320

66,172

Unearned premium reserve

1,356,874

1,335,511

Funds held under reinsurance treaties

87,579

83,431

Losses in the course of payment

90,694

45,654

Commission reserves

39,898

52,460

Other net payable to reinsurers

44,282

51,138

8.75% Senior notes due 3/15/2010

199,894

199,821

5.4% Senior notes due 10/15/2014

249,748

249,728

6.6% Long term notes due 5/1/2067

238,347

399,643

Junior subordinated debt securities payable

329,897

329,897

Accrued interest on debt and borrowings

9,885

11,217

Other liabilities

251,227

220,903

Total liabilities

11,781,520

11,886,235

 

Commitments and contingencies (Note 8)

 

SHAREHOLDERS' EQUITY:

Preferred shares, par value: $0.01; 50 million shares authorized;

no shares issued and outstanding

-

-

Common shares, par value: $0.01; 200 million shares authorized; (2009) 65.7 million and

(2008) 65.6 million issued

657

656

Additional paid-in capital

1,831,695

1,824,552

Accumulated other comprehensive loss, net of deferred income tax expense

of $23.0 million at 2009 and tax benefit of $16.5 million at 2008

(43,884)

(291,851)

Treasury shares, at cost; 4.9 million shares (2009) and 4.2 million shares (2008)

(441,747)

(392,329)

Retained earnings

4,198,694

3,819,327

Total shareholders' equity

5,545,415

4,960,355

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$         17,326,935

$         16,846,590

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

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Table of Contents

 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

 

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands, except per share amounts)

2009

2008

2009

2008

(unaudited)

(unaudited)

REVENUES:

Premiums earned

$           956,908

$          942,095

$        1,889,198

$        1,854,068

Net investment income

167,209

175,917

235,963

326,049

Net realized capital gains (losses):

Other-than-temporary impairments on fixed maturity securities

(4,936)

(5,553)

(13,210)

(6,500)

Other-than-temporary impairments on fixed maturity securities

transferred to other comprehensive income

-

-

-

-

Other net realized capital gains (losses)

28,398

(26,013)

(28,465)

(161,449)

Total net realized capital gains (losses)

23,462

(31,566)

(41,675)

(167,949)

Realized gain on debt repurchase

-

-

78,271

-

Net derivative income (expense)

21,351

2,080

1,648

(1,715)

Other income (expense)

2,389

(10,166)

(2,791)

(15,327)

Total revenues

1,171,319

1,078,360

2,160,614

1,995,126

 

CLAIMS AND EXPENSES:

Incurred losses and loss adjustment expenses

566,785

604,742

1,136,690

1,150,092

Commission, brokerage, taxes and fees

229,214

244,713

455,252

471,860

Other underwriting expenses

45,337

39,728

85,472

79,972

Interest, fees and bond issue cost amortization expense

17,116

19,794

37,258

39,581

Total claims and expenses

858,452

908,977

1,714,672

1,741,505

 

INCOME BEFORE TAXES

312,867

169,383

445,942

253,621

Income tax expense

40,279

16,356

64,798

22,661

 

NET INCOME

$           272,588

$          153,027

$          381,144

$          230,960

Other comprehensive income (loss), net of tax

308,064

(169,059)

305,279

(173,050)

 

COMPREHENSIVE INCOME (LOSS)

$           580,652

$          (16,032)

$          686,423

$            57,910

 

EARNINGS PER COMMON SHARE:

Basic

$                 4.44

$                2.48

$                6.21

$                3.71

Diluted

$                 4.43

$                2.46

$                6.19

$                3.69

Dividends declared

$                 0.48

$                0.48

$                0.96

$                0.96

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

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EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

 

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands, except per share amounts)

2009

2008

2009

2008

(unaudited)

(unaudited)

COMMON SHARES (shares outstanding):

Balance, beginning of period

61,542,089

61,895,588

61,414,027

62,863,845

Issued during the period, net

18,755

26,515

146,817

110,258

Treasury shares acquired

(707,900)

(278,300)

(707,900)

(1,330,300)

Balance, end of period

60,852,944

61,643,803

60,852,944

61,643,803

 

COMMON SHARES (par value):

Balance, beginning of period

$                  657

$                 655

$                 656

$                 654

Issued during the period, net

-

-

1

1

Balance, end of period

657

655

657

655

 

ADDITIONAL PAID-IN CAPITAL:

Balance, beginning of period

1,827,819

1,810,946

1,824,552

1,805,844

Share-based compensation plans

3,876

5,190

7,106

10,236

Other

-

38

37

94

Balance, end of period

1,831,695

1,816,174

1,831,695

1,816,174

 

ACCUMULATED OTHER COMPREHENSIVE LOSS,

NET OF DEFERRED INCOME TAXES:

Balance, beginning of period

(294,636)

159,164

(291,851)

163,155

Cumulative effect to adopt FSP FAS 115-2 (1), net of tax

(57,312)

-

(57,312)

-

Net increase (decrease) during the period

308,064

(169,059)

305,279

(173,050)

Balance, end of period

(43,884)

(9,895)

(43,884)

(9,895)

 

RETAINED EARNINGS:

Balance, beginning of period

3,898,343

4,004,640

3,819,327

3,956,701

Cumulative effect to adopt FSP FAS 115-2 (1), net of tax

57,312

-

57,312

-

Net income

272,588

153,027

381,144

230,960

Dividends declared ($0.48 per quarter and $0.96 year-to-date

per share in 2009 and 2008)

(29,549)

(29,676)

(59,089)

(59,670)

Balance, end of period

4,198,694

4,127,991

4,198,694

4,127,991

 

TREASURY SHARES AT COST:

Balance, beginning of period

(392,329)

(342,421)

(392,329)

(241,584)

Purchase of treasury shares

(49,418)

(24,901)

(49,418)

(125,738)

Balance, end of period

(441,747)

(367,322)

(441,747)

(367,322)

 

TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD

$        5,545,415

$        5,567,603

$        5,545,415

$        5,567,603

 

(1) FASB Staff Position No. FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP FAS 115-2")

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

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EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$       272,588

$       153,027

$       381,144

$       230,960

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

(Increase) decrease in premiums receivable

(44,864)

(18,227)

(59,343)

13,510

Increase in funds held by reinsureds, net

(21,004)

(17,630)

(30,785)

(26,367)

Decrease (increase) in reinsurance receivables

75,952

(24,715)

43,815

13,061

Decrease (increase) in deferred tax asset

9,228

(34,672)

54,218

(90,802)

(Decrease) increase in reserve for losses and loss adjustment expenses

(181,592)

16,026

(179,158)

66,076

(Decrease) increase in future policy benefit reserve

(2,013)

(4,540)

1,148

(7,552)

(Decrease) increase in unearned premiums

(22,387)

(81,454)

10,465

(154,415)

Change in equity adjustments in limited partnerships

(19,809)

(15,597)

53,476

(15,597)

Change in other assets and liabilities, net

52,725

(29,107)

31,812

20,331

Non-cash compensation expense

3,620

2,891

6,756

10,570

Amortization of bond premium

4,391

4,023

6,881

4,476

Amortization of underwriting discount on senior notes

48

45

94

88

Realized gain on debt repurchase

-

-

(78,271)

-

Net realized capital (gains) losses

(23,462)

31,566

41,675

167,949

Net cash provided by (used in) operating activities

103,421

(18,364)

283,927

232,288

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

Proceeds from fixed maturities matured/called - available for sale, at market value

318,283

257,634

560,413

546,561

Proceeds from fixed maturities matured/called - available for sale, at fair value

-

-

5,570

-

Proceeds from fixed maturities sold - available for sale, at market value

48,701

82,737

129,658

129,947

Proceeds from fixed maturities sold - available for sale, at fair value

4,510

-

8,002

-

Proceeds from equity securities sold - available for sale, at market value

34

-

1,076

-

Proceeds from equity securities sold - available for sale, at fair value

10,591

66,936

12,239

329,234

Distributions from other invested assets

10,647

2,696

23,311

13,881

Cost of fixed maturities acquired - available for sale, at market value

(550,863)

(1,166,727)

(1,363,243)

(1,853,304)

Cost of fixed maturities acquired - available for sale, at fair value

(3,244)

-

(16,553)

-

Cost of equity securities acquired - available for sale, at market value

-

-

-

(440)

Cost of equity securities acquired - available for sale, at fair value

(10,320)

(70,856)

(19,299)

(149,381)

Cost of other invested assets acquired

(18,503)

(24,048)

(24,742)

(48,099)

Net change in short-term securities

78,140

1,006,187

791,062

964,051

Net change in unsettled securities transactions

49,629

(74,233)

53,328

(5,742)

Net cash (used in) provided by investing activities

(62,395)

80,326

160,822

(73,292)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Common shares issued during the period, net

256

2,337

388

(239)

Purchase of treasury shares

(49,418)

(24,901)

(49,418)

(125,738)

Net cost of debt repurchase

-

-

(83,026)

-

Dividends paid to shareholders

(29,549)

(29,676)

(59,089)

(59,670)

Net cash used in financing activities

(78,711)

(52,240)

(191,145)

(185,647)

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

42,737

(1,815)

13,002

1,962

 

 

Net increase (decrease) in cash

5,052

7,907

266,606

(24,689)

Cash, beginning of period

467,248

217,971

205,694

250,567

Cash, end of period

$       472,300

$       225,878

$       472,300

$       225,878

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

Cash transactions:

 

 

Income taxes paid

$         40,644

$         67,486

$         67,779

$       100,704

Interest paid

$         19,806

$         25,136

$         38,124

$         39,067

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

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NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

 

For the Three and Six Months Ended June 30, 2009 and 2008

 

1. General

 

Everest Re Group, Ltd. (“Group”), a Bermuda company, through its subsidiaries, principally provides reinsurance and insurance in the U.S., Bermuda and international markets. As used in this document, “Company” means Group and its subsidiaries. On December 30, 2008, Group contributed Everest Reinsurance Holdings, Inc. and its subsidiaries (“Holdings”) to its recently established Irish holding company, Everest Underwriting Group (Ireland), Limited.

 

The unaudited consolidated financial statements of the Company for the three and six months ended June 30, 2009 and 2008 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis. Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes. The year end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The results for the three and six months ended June 30, 2009 and 2008 are not necessarily indicative of the results for a full year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2008, 2007 and 2006 included in the Company’s most recent Form 10-K filing.

 

2. New Accounting Pronouncements

 

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Financial Accounting Standards (“FAS”) No. 161 “Disclosures about Derivative Instruments and Hedging Activities - an amendment of FASB Statement No. 133” (“FAS 161”). FAS 161 requires entities to provide additional disclosures on derivative and hedging activities regarding their effect on financial position, financial performance and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company adopted FAS 161 on January 1, 2009.

 

In June, 2008, the FASB issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1 “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 requires nonvested restricted stock awards that contain rights to nonforfeitable dividends to be considered in the determination of earnings per share. FSP EITF 03-6-1 is effective for fiscal years beginning after December 31, 2008 and interim periods within those years. All prior period earnings per share data presented shall be adjusted retrospectively. The Company adopted FSP EITF 03-6-1 on January 1, 2009.

 

In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1 “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FAS 132(R)-1”). FAS 132(R)-1 requires additional disclosures about plan assets. Additional disclosures include investment policies and strategies, fair value of each major plan asset category, inputs and valuation techniques used to develop fair value and any significant concentrations of risk. This FASB Staff Position is effective for fiscal years ending after December 15, 2009. The Company will adopt FAS 132(R)-1 for the reporting period ending December 31, 2009.

 

In April 2009, the FASB issued FSP No. FAS 157-4 “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”). FSP FAS 157-4 provides additional guidance for estimating fair value in accordance with FAS No. 157 “Fair Value Measurements” (“FAS 157”) when the volume and level of activity

 

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for the asset or liability have significantly decreased and to identify circumstances that indicate a transaction is not orderly. In addition, FSP FAS 157-4 emphasizes that the objective of the fair value measurement remains the same, to arrive at a price received to sell an asset or paid to transfer a liability in an orderly transaction. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company adopted FSP FAS 157-4 effective April 1, 2009. There was no impact to the Company’s financial statements as a result of adopting FAS 157-4 for the second quarter of 2009.

 

In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2 “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2”). FSP FAS 115-2 amends the other-than-temporary guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. FSP FAS 115-2 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively with an adjustment to reclassify the non-credit portion of any other-than-temporary payments previously recorded through earnings to accumulated other comprehensive income. The Company adopted FSP FAS 115-2 effective April 1, 2009. Upon adoption of FSP FAS 115-2, the Company recognized a $57.3 million cumulative-effect adjustment from retained earnings, net of $8.3 million of tax.

 

In April 2009, the FASB issued FSP FAS 107-1 and FSP APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107 “Disclosures about Fair Value of Financial Instruments” and APB Opinion No. 28 “Interim Financial Reporting” to require complete disclosures in both the interim and annual financial reporting. FSP FAS 107-1 and APB 28-1 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company adopted FSP FAS 107-1 and APB 28-1 effective April 1, 2009.

 

In May 2009, the FASB issued FAS 165 “Subsequent Events” (“FAS 165”). FAS 165 establishes principles and requirements for the recognition, nonrecognition and disclosure of subsequent events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively.

 

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3. Investments

 

The amortized cost, market value and gross unrealized appreciation and depreciation of available for sale, fixed maturity and equity security investments, carried at market value, are as follows for the periods indicated:

 

At June 30, 2009

Amortized

Unrealized

Unrealized

Market

(Dollars in thousands)

Cost

 

Appreciation

 

Depreciation

 

Value

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$             335,200

$               19,126

$            (3,555)

$            350,771

Obligations of U.S. states and political subdivisions

3,775,122

130,508

(80,283)

3,825,347

Corporate securities

2,419,232

59,034

(112,306)

2,365,960

Asset-backed securities

350,206

6,936

(8,309)

348,833

Mortgage-backed securities

Commercial

478,352

2,207

(88,458)

392,101

Agency residential

1,862,356

46,894

(614)

1,908,636

Non-agency residential

196,279

150

(40,013)

156,416

Foreign government securities

1,254,153

94,659

(10,733)

1,338,079

Foreign corporate securities

1,098,708

47,352

(28,957)

1,117,103

Total fixed maturity securities

$         11,769,608

$             406,866

$        (373,228)

$        11,803,246

Equity securities

$                13,676

$                 1,880

$                      -

$               15,556

 

At December 31, 2008

Amortized

Unrealized

Unrealized

Market

(Dollars in thousands)

Cost

 

Appreciation

 

Depreciation

 

Value

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$             354,195

$               55,186

$               (663)

$            408,718

Obligations of U.S. states and political subdivisions

3,846,754

113,885

(164,921)

3,795,718

Corporate securities

2,408,978

60,898

(198,479)

2,271,397

Asset-backed securities

281,808

654

(29,213)

253,249

Mortgage-backed securities

Commercial

440,833

-

(90,108)

350,725

Agency residential

1,334,042

26,331

(502)

1,359,871

Non-agency residential

213,484

-

(45,688)

167,796

Foreign government securities

1,087,731

117,973

(23,598)

1,182,106

Foreign corporate securities

964,251

56,813

(51,032)

970,032

Total fixed maturity securities

$         10,932,076

$             431,740

$         (604,204)

$       10,759,612

Equity securities

$                14,915

$                 1,985

$                       -

$              16,900

 

In accordance with FSP FAS 115-2, the Company reclassified previously other-than-temporary impairments from retained earnings into accumulated other comprehensive income. The pre-tax amount of the reclassification was $65.7 million with $65.4 million related to corporate securities and $0.3 million related to foreign corporate securities. At June 30, 2009, the cumulative unrealized depreciation on these securities had improved and the remaining unrealized depreciation for the corporate securities was $27.2 million and the foreign securities were virtually at amortized cost.

 

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The amortized cost and market value of fixed maturities are shown in the following table by contractual maturity. Mortgage-backed securities generally are more likely to be prepaid than other fixed maturities. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage and asset backed securities are shown separately.

 

At June 30, 2009

Amortized

 

Market

(Dollars in thousands)

Cost

 

Value

Fixed maturity securities – available for sale                                                    

Due in one year or less

$            557,880

$            559,891

Due after one year through five years

2,740,357

2,824,356

Due after five years through ten years

2,342,489

2,380,162

Due after ten years

3,241,689

3,232,851

Asset-backed securities

350,206

348,833

Mortgage-backed securities

Commercial

478,352

392,101

Agency residential

1,862,356

1,908,636

Non-agency residential

196,279

156,416

Total fixed maturity securities

$       11,769,608

$       11,803,246

 

The changes in net unrealized appreciation (depreciation) for the Company’s investments are derived from the following sources for the periods indicated:

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

Increase (decrease) during the period between the market value and cost   

of investments carried at market value, and deferred taxes thereon:

Fixed maturity securities

$      197,599

$    (185,590)

$    271,759

$    (214,652)

Fixed maturity securities FAS 115-2 adjustment

(65,658)

-

(65,658)

-

Equity securities

139

(501)

(105)

(118)

Other invested assets

3,868

907

2,227

(891)

Change in unrealized appreciation (depreciation), pre-tax

135,948

(185,184)

208,223

(215,661)

Deferred tax (expense) benefit

(16,359)

40,719

(41,686)

50,675

Deferred tax benefit FAS 115-2 adjustment

8,346

-

8,346

-

Change in unrealized appreciation (depreciation),

net of deferred taxes, included in shareholders’ equity

$      127,935

$    (144,465)

$    174,883

$    (164,986)

 

The Company frequently reviews its investment portfolio for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized value at the time of review. The Company then assesses whether the decline in value is temporary or other-than-temporary. In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information. Generally, a change in a security’s value caused by a change in the market or interest rate environment does not constitute an other-than-temporary impairment, but rather a temporary decline in market value. Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income. If the Company determines that the decline is other-than-temporary and the Company does not have the intent to sell the security; and it is more likely than not the Company will not have to sell the security before recovery of its cost basis, the carrying value of the investment is written down to fair value. The fair value adjustment that is credit related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income. The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income, net of tax, and is included in accumulated other comprehensive income in the Company’s consolidated balance sheets. The Company’s assessments are based on the issuers current and expected future financial position,

 

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timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default rates on mortgage and asset backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

 

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity securities, by security type and maturity type, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:

 

Duration by security type of unrealized loss at June 30, 2009

Less than 12 months

Greater than 12 months

 

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in thousands)

Market Value

 

Depreciation

 

Market Value

 

Depreciation

 

Market Value

 

Depreciation

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$          113,934

$            (3,504)

$              2,076

$                (51)

$         116,010

$         (3,555)

Obligations of U.S. states and political subdivisions

391,227

(18,984)

696,387

(61,299)

1,087,614

 (80,283)

Corporate securities

194,023

(13,144)

815,400

(99,162)

1,009,423

(112,306)

Asset-backed securities

6,685

(76)

60,523

(8,233)

67,208

(8,309)

Mortgage-backed securities

Commercial

8,675

(212)

334,232

(88,246)

342,907

(88,458)

Agency residential

35,850

(500)

11,903

(114)

47,753

(614)

Non-agency residential

180

-

155,106

(40,013)

155,286

(40,013)

Foreign government securities

143,113

(4,365)

80,802

(6,368)

223,915

(10,733)

Foreign corporate securities

177,261

(12,569)

215,059

(16,388)

392,320

(28,957)

Total fixed maturity securities

$        1,070,948

$          (53,354)

$       2,371,488

$       (319,874)

$       3,442,436

$     (373,228)

 

Duration by maturity of unrealized loss at June 30, 2009

Less than 12 months

Greater than 12 months

 

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in thousands)

Market Value

 

Depreciation

 

Market Value

 

Depreciation

 

Market Value

 

Depreciation

Fixed maturity securities

Due in one year or less

$         95,238

$          (9,163)

$        101,806

$          (3,120)

$        197,044

$        (12,283)

Due in one year through

five years

313,768

(9,015)

304,464

(34,763)

618,232

(43,778)

Due in five years through

ten years

143,199

(5,431)

534,137

(46,099)

677,336

(51,530)

Due after ten years

467,353

(28,957)

869,317

(99,286)

1,336,670

(128,243)

Asset-backed securities

6,685

(76)

60,523

(8,233)

67,208

(8,309)

Mortgage-backed securities

44,705

(712)

501,241

(128,373)

545,946

(129,085)

Total fixed maturity securities                                            

$     1,070,948

$        (53,354)

$      2,371,488

$       (319,874)

$     3,442,436

$       (373,228)

 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of June 30, 2009 were $3,442.4 million and $373.2 million, respectively. There were no unrealized losses on a single security that exceeded 0.20% of the market value of the fixed maturities at June 30, 2009. In addition, there was no significant concentration of unrealized losses in any one market sector. The $53.4 million of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated government, municipal, corporate bonds and mortgage-backed securities. Of these unrealized losses, $51.6 million were related to securities that were rated investment grade or better by at least one nationally recognized statistical rating organization. The $319.9 million of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year also related primarily to highly rated government, municipal, corporate bonds and mortgage-backed securities. Of these unrealized losses, $264.6 million related to securities that were rated investment grade or better by at least one nationally recognized statistical rating organization. The non-investment grade securities with unrealized losses are mainly comprised of non-credit other-than-

 

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temporary impaired securities and non-agency residential mortgage-backed securities. In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations. The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments. Unrealized losses have decreased since year end as a result of improved conditions in the overall financial market.

 

The Company, given the size of its investment portfolio and capital position, does not have the intent to sell these securities; and it is more likely than not the Company will not have to sell the security before recovery of its cost basis. In addition, all securities currently in an unrealized loss position are current with respect to principal and interest payments.

 

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity securities, by security type and maturity type, in each case subdivided according to the length of time that individual securities had been in a continuous unrealized loss position for the period indicated:

 

Duration by security type of unrealized loss at December 31, 2008

Less than 12 months

Greater than 12 months

 

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in thousands)

Market Value

 

Depreciation

 

Market Value

 

Depreciation

 

Market Value

 

Depreciation

Fixed maturity securities - available for sale

U.S. Treasury securities and obligations of

U.S. government agencies and corporations

$            5,686

$           (663)

$                  -

$                    -

$          5,686

$           (663)

Obligations of U.S. states and political subdivisions                   

1,471,807

(146,293)

176,555

(18,628)

1,648,362

(164,921)

Corporate securities

746,163

(98,335)

781,367

(100,144)

1,527,530

(198,479)

Asset-backed securities

114,873

(9,251)

92,593

(19,962)

207,466

(29,213)

Mortgage-backed securities

Commercial

171,692

(36,451)

179,033

(53,657)

350,725

(90,108)

Agency residential

32,407

(394)

22,182

(108)

54,589

(502)

Non-agency residential

65,523

(16,565)

101,879

(29,123)

167,402

(45,688)

Foreign government securities

139,077

(18,613)

27,164

(4,985)

166,241

(23,598)

Foreign corporate securities

246,915

(26,174)

186,916

(24,858)

433,831

(51,032)

Total fixed maturity securities

$     2,994,143

$      (352,739)

$     1,567,689

$      (251,465)

$     4,561,832

$      (604,204)

 

Duration by maturity of unrealized loss at December 31, 2008

Less than 12 months

Greater than 12 months

 

Total

Gross

Gross

Gross

Unrealized

Unrealized

Unrealized

(Dollars in thousands)

Market Value

 

Depreciation

 

Market Value

 

Depreciation

 

Market Value

 

Depreciation

Fixed maturity securities

Due in one year or less

$        116,392

$         (9,948)

$        137,344

$          (6,636)

$        253,736

$        (16,584)

Due in one year through

five years

531,986

(38,797)

385,620

(36,183)

917,606

(74,980)

Due in five years through

ten years

428,670

(46,694)

348,062

(49,378)

776,732

(96,072)

Due after ten years

1,532,600

(194,639)

300,976

(56,418)

1,833,576

(251,057)

Asset-backed securities

114,873

(9,251)

92,593

(19,962)

207,466

(29,213)

Mortgage-backed securities

269,622

(53,410)

303,094

(82,888)

572,716

(136,298)

Total fixed maturity securities                                                          

$      2,994,143

$      (352,739)

$     1,567,689

$      (251,465)

$     4,561,832

$       (604,204)

 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position as of December 31, 2008 were $4,561.8 million and $604.2 million, respectively. There were no unrealized losses on a single security that exceeded 0.25% of the market value of the fixed maturities at December 31, 2008. In addition, there was no significant concentration of unrealized losses in any one market sector. The $352.7 million of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of highly rated government, municipal, corporate

 

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bonds and mortgage-backed securities with the losses primarily the result of widening credit spreads from the financial markets crisis during the latter part of the year. Of these unrealized losses, $346.6 million were related to securities that were rated investment grade or better by at least one nationally recognized statistical rating organization. The $251.5 million of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year also related primarily to highly rated government, municipal, corporate bonds and mortgage-backed securities and were also the result of widening credit spreads during the latter part of the year. Of these unrealized losses, $224.5 million related to securities that were rated investment grade or better by at least one nationally recognized statistical rating organization. The gross unrealized depreciation greater than 12 months for mortgage-backed securities includes only $4.7 million related to sub-prime and alt-A loans.

 

The components of net investment income are presented in the table below for the periods indicated:

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

Fixed maturity securities

$          144,333

$          133,233

$          288,955

$         261,594

Equity securities

730

6,880

1,426

12,230

Short-term investments and cash

1,682

12,121

5,243

34,726

Other invested assets

Limited partnerships

20,267

25,088

(52,679)

20,000

Other

261

291

1,035

1,752

Total gross investment income

167,273

177,613

243,980

330,302

Interest credited and other expense                   

(64)

(1,696)

(8,017)

(4,253)

Total net investment income

$          167,209

$          175,917

$          235,963

$         326,049

 

The Company reports results from limited partnership investments on the equity basis of accounting with changes in value reported through net investment income. Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag. If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company indentifies the decline.

 

The Company had contractual commitments to invest up to an additional $239.4 million in limited partnerships at June 30, 2009. These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2014.

 

The components of net realized capital losses are presented in the table below for the periods indicated:

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

Fixed maturity securities, market value:

Other-than-temporary impairments

$           (4,936)

$           (5,553)

$         (13,210)

$           (6,500)

Gains (losses) from sales

3,313

(435)

(36,281)

(525)

Fixed maturity securities, fair value:

Gains from sales

133

-

229

-

Gains from fair value adjustments

2,010

-

1,968

-

Equity securities, market value:

Gains from sales

-

-

47

-

Equity securities, fair value:

Gains (losses) from sales

5,631

3,020

5,182

(10,916)

Gains (losses) from fair value adjustments                       

17,296

(28,573)

373

(150,034)

Short-term investments gains (losses)

15

(25)

17

26

Total net realized capital gains (losses)

$           23,462

$         (31,566)

$         (41,675)

$       (167,949)

 

 

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Proceeds from sales of fixed maturity securities for the three months ended June 30, 2009 and 2008 were $53.2 million and $82.7 million, respectively. Gross gains of $5.6 million and $0.5 million and gross losses of $2.0 million and $0.9 million were realized on those fixed maturity securities sales for the three months ended June 30, 2009 and 2008, respectively. Proceeds from sales of equity securities for the three months ended June 30, 2009 and 2008 were $10.6 million and $66.9 million, respectively. Gross gains of $5.7 million and $4.9 million and gross losses of $0.0 million and $1.9 million were realized on those equity sales for the three months ended June 30, 2009 and 2008, respectively.

 

Proceeds from sales of fixed maturity securities for the six months ended June 30, 2009 and 2008 were $137.7 million and $129.9 million, respectively. Gross gains of $8.3 million and $1.9 million and gross losses of $44.3 million and $2.4 million were realized on those fixed maturity securities sales for the six months ended June 30, 2009 and 2008, respectively. Proceeds from sales of equity securities for the six months ended June 30, 2009 and 2008 were $13.3 million and $329.2 million, respectively. Gross gains of $5.9 million and $7.6 million and gross losses of $0.7 million and $18.5 million were realized on those equity sales for the six months ended June 30, 2009 and 2008, respectively.

 

Included in net realized capital losses was $4.9 million and $5.6 million for the three months ended June 30, 2009 and 2008, respectively, and $13.2 million and $6.5 million for the six months ended June 30, 2009 and 2008, respectively, of write-downs in the value of securities deemed to be impaired on an other-than-temporary basis.

 

At June 30, 2009, the Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component.

 

4. Derivatives

 

The Company sold seven equity index put options based on two indices in 2001 and in 2005. The Company sold these equity index put options as insurance products with the intent of achieving a profit. These equity index put options meet the definition of a derivative under FAS 133 and the Company’s position in these contracts is unhedged. These equity index put options are not used for risk management purposes.

 

The Company sold six equity index put options based on the Standard & Poor’s 500 (“S&P 500”) index for total consideration, net of commissions, of $22.5 million. At June 30, 2009, fair value for these equity put options was $52.1 million. These contracts each have a single exercise date, with maturities ranging from 12 to 30 years and strike prices ranging from $1,141.21 to $1,540.63. No amounts will be payable under these contracts if the S&P 500 index is at or above the strike prices on the exercise dates, which fall between June 2017 and March 2031. If the S&P 500 index is lower than the strike price on the applicable exercise date, the amount due would vary proportionately with the percentage by which the index is below the strike price. Based on historical index volatilities and trends and the June 30, 2009 index value, the Company estimates the probability for each contract of the S&P 500 index falling below the strike price on the exercise date to be less than 52%. The theoretical maximum payouts under the contracts would occur if on each of the exercise dates the S&P 500 index value were zero. At June 30, 2009, the present value of these theoretical maximum payouts using a 6% discount factor was $246.6 million.

 

The Company sold one equity index put option based on the FTSE 100 index for total consideration, net of commissions, of $6.7 million. At June 30, 2009, fair value for this equity put option was $6.8 million. This contract has an exercise date of July 2020 and a strike price of £5,989.75. No amount will be payable under this contract if the FTSE 100 index is at or above the strike price on the exercise date. If the FTSE 100 index is lower than the strike price on the exercise date, the amount due will vary proportionately with the percentage by which the index is below the strike price. Based on historical index volatilities and trends and the June 30, 2009 index value, the Company estimates the probability that the FTSE 100 index contract will fall below the strike price on the exercise date to be less than 55%. The theoretical maximum payout under

 

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the contract would occur if on the exercise date the FTSE 100 index value was zero. At June 30, 2009, the present value of the theoretical maximum payout using a 6% discount factor and current exchange rate was $28.3 million.

 

The fair value of the equity put options can be found in the Company’s balance sheet as follows:

 

Fair Value

(Dollars in thousands)

June 30, 2009

December 31, 2008

Derivatives not designated as hedging

Balance Sheet

Balance Sheet

instruments under Statement 133

                       

Location

 

Fair Value

Location

 

Fair Value

Equity contracts

Other liabilities

$              58,905

Other liabilities

$              60,552

Total

$              58,905

$              60,552

 

The loss on the equity index put options can be found in the Company’s statement of operations and comprehensive income as follows:

 

(Dollars in thousands)

Amount of gain/(loss) recognized in income on derivatives

For the Three Months Ended

For the Six Months Ended

Derivatives not designated as hedging      

Location of gain (loss) recognized

June 30,

June 30,

instruments under Statement 133

in income of derivative

2009

 

2008

2009

 

2008

Equity contracts

Net derivative gain (loss)

$         21,351

$           2,080

$           1,648

$         (1,715)

Total

$         21,351

$           2,080

$           1,648

$         (1,715)

 

The Company’s derivative (equity index put options) contracts contain provisions that require collateralization of the fair value, as calculated by the counterparty, above a specified threshold, which are based on the Company’s financial strength ratings (Moody’s) and/or debt ratings (Standard & Poor’s). The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on June 30, 2009, was $58.9 million for which the Company had posted collateral of $27.9 million. If on June 30, 2009, the Company’s ratings were such that the collateral threshold was zero, the Company would be required to post an additional $60.0 million.

 

5. Fair Value

 

The Company records fair value re-measurements as net realized capital gains or losses in the consolidated statements of operations and comprehensive income. The Company recorded $19.3 million and $2.3 million in net realized capital gains due to fair value re-measurement on fixed maturity securities and equity securities at fair value for the three and six months ended June 30, 2009, respectively. The Company recorded $28.6 million and $150.0 million in net realized capital losses due to fair value re-measurement on fixed maturity securities and equity securities at fair value for the three and six months ended June 30, 2008, respectively.

 

The Company’s fixed maturity and equity securities are managed by third party investment asset managers. The investment asset managers obtain prices from nationally recognized pricing services. These services seek to utilize market data and observations in their evaluation process. They use pricing applications that vary by asset class and incorporate available market information and when fixed maturity securities do not trade on a daily basis the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

 

In limited instances where prices are not provided by pricing services or in rare instances when a manager may not agree with the pricing service, price quotes on a non-binding basis are obtained from investment

 

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brokers. The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers. In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices. In addition, the Company tests the prices on a random basis to an independent pricing source. In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value. The Company made no such adjustments at June 30, 2009.

 

Fixed maturity securities are categorized as Level 2, Significant Other Observable Inputs, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority. Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk) are categorized as Level 3, Significant Unobservable Inputs. These securities include broker priced securities and valuation of less liquid securities such as commercial mortgage-backed securities and the Company’s equity index put options.

 

Equity securities in U.S. denominated currency are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are actively traded on an exchange and prices are based on quoted prices from the exchange. Equity securities traded on foreign exchanges are categorized as Level 2 due to potential foreign exchange adjustments to fair or market value.

 

The Company sold seven equity index put options which meet the definition of a derivative under FAS 133. The Company’s position in these contracts is unhedged. The Company recorded the change in fair value of $21.4 million and $1.6 million as net derivative income for the three and six months ended June 30, 2009, respectively, in the consolidated statements of operations and comprehensive income (loss). The Company recorded the change in fair value of $2.1 million as net derivative income for the three months ended June 30, 2008 and $1.7 million as net derivative expense for the six months ended June 30, 2008 in the consolidated statements of operations and comprehensive income (loss).

 

The fair value was calculated using an industry accepted option pricing model, Black-Scholes, which used the following assumptions:

 

At June 30, 2009

Contract

Contracts

based on

based on

FTSE 100

S & P 500 Index

 

Index

Equity index

$      919.3

£       4,249.2

Interest rate

5.28% to 6.18%

5.86%

Time to maturity                                                                                                              

7.9 to 21.8 yrs

11.1 yrs

Volatility

22.6% to 24.9%

26.1%

 

 

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The following tables present the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value as of the periods indicated:

 

Fair Value Measurement Using:

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

(Dollars in thousands)

June 30, 2009

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

Fixed maturities, market value

$               11,803,246

$                      -

$        11,787,772

$              15,474

Fixed maturities, fair value

48,269

-

48,269

-

Equity securities, market value                       

15,556

15,556

-

-

Equity securities, fair value

132,443

129,191

3,252

-

 

Liabilities:

Equity put options

$                      58,905

$                      -

$                         -

$              58,905

 

Fair Value Measurement Using:

Quoted Prices

in Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

(Dollars in thousands)

December 31, 2008

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

Fixed maturities, market value

$               10,759,612

$                       -

$       10,466,005

$            293,607

Fixed maturities, fair value

43,090

-

43,090

-

Equity securities, market value                      

16,900

16,900

-

-

Equity securities, fair value

119,829

119,104

725

-

 

Liabilities:

Equity put options

$                      60,552

$                       -

$                        -

$              60,552

 

The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturity investments, for the periods indicated:

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

Assets:

Balance, beginning of period

$         89,537

$         52,598

$       293,607

$       267,978

Total gains or (losses) (realized/unrealized)

Included in earnings (or changes in net assets)

(169)

(1,986)

(141)

(2,314)

Included in other comprehensive income

(3,739)

353

376

(587)

Purchases, issuances and settlements

(199)

7,168

(296)

325

Transfers in and/or (out) of Level 3

(69,956)

(32,485)

(278,072)

(239,754)

Balance, end of period

$         15,474

$         25,648

$         15,474

$         25,648

 

The amount of total gains or losses for the period included in earnings               

(or changes in net assets) attributable to the change in unrealized

gains or losses relating to assets still held at the reporting date

$                   -

$        (6,113)

$           (816)

$        (6,500)

 

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The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs for equity index put options for the periods indicated:

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands)

2009

 

2008

2009

 

2008

Liabilities:

Balance, beginning of period

$         80,255

$         43,448

$         60,552

$         39,653

Total (gains) or losses (realized/unrealized)

Included in earnings (or changes in net assets)

(21,351)

(2,080)

(1,648)

1,715

Included in other comprehensive income

-

-

-

-

Purchases, issuances and settlements

-

-

-

-

Transfers in and/or (out) of Level 3

-

-

-

-

Balance, end of period

$         58,905

$         41,368

$         58,905

$         41,368

 

The amount of total gains or losses for the period included in earnings             

(or changes in net assets) attributable to the change in unrealized

gains or losses relating to liabilities still held at the reporting date

$                  -

$                  -

$                  -

$                  -

 

(Some amounts may not reconcile due to rounding.)

 

6. Capital Transactions

 

On December 17, 2008, the Company renewed its shelf registration statement on Form S-3ASR with the Securities and Exchange Commission (the “SEC”), as a Well Known Seasoned Issuer. This shelf registration statement can be used by Group to register common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units; by Holdings to register debt securities and by Everest Re Capital Trust III (“Capital Trust III”) to register trust preferred securities.

 

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7. Earnings Per Common Share

 

Net income per common share has been computed as per below, based upon weighted average common basic and dilutive shares outstanding.

 

Three Months Ended

Six Months Ended

June 30,

June 30,

(Dollars in thousands, except per share amounts)

2009

 

2008

2009

 

2008

Net Income per share:

Numerator

Net Income

$   272,588

$   153,027

$   381,144

$   230,960

Less: dividends declared-common shares and nonvested common shares

(29,549)

(29,675)

(59,088)

(59,670)

Undistributed earnings

243,039

123,352

322,056

171,290

Percentage allocated to common shareholders (1)

99.6%

99.8%

99.7%

99.7%

 

242,142

123,051

320,995

170,776

Add: dividends declared-common shareholders

29,438

29,602

58,871

59,469

Numerator for basic and diluted earnings per common share

$   271,580

$   152,653

$   379,866

$   230,245

 

Denominator

Denominator for basic earnings per weighted-average common shares

61,118

61,658

61,206

62,018

Effect of dilutive securities:

Options

147

322

143

357

Denominator for diluted earnings per adjusted weighted average common shares

61,265

61,980

61,349

62,375

 

Per common share net income

Basic

$        4.44

$        2.48

$        6.21

$        3.71

Diluted

$        4.43

$        2.46

$        6.19

$        3.69

 

 

(1)

Basic weighted-average common shares outstanding

61,118

61,658

61,206

62,018

Basic weighted-average common shares outstanding and nonvested common shares expected to invest

61,345

61,808

61,408

62,205

Percentage allocated to common shareholders

99.6%

99.8%

99.7%

99.7%

 

Options to purchase 1,980,970 and 1,994,176 common shares for the three and six months ended June 30, 2009, at prices ranging from $70.82 to $99.98 per share were outstanding but were not included in the computation of earnings per diluted share as the options’ exercise prices were greater than the average market price of the common shares for the relevant period. Options to purchase 922,950 and 917,950 common shares for the three and six months ended June 30, 2008, respectively, at prices ranging from $91.41 to $99.98 per share were outstanding but were not included in the computation of earnings per diluted share as the options’ exercise prices were greater than the average market price of the common shares for the relevant period. All outstanding options expire on or between February 23, 2010 and May 13, 2019.

 

8. Contingencies

 

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance, reinsurance and other contractual agreements. In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it. In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights. These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation. In all such matters, the Company believes that its positions are legally and commercially reasonable. While the final outcome of these matters cannot be predicted with certainty, the Company does not believe that any of these matters, when finally resolved, will have a material adverse

 

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effect on the Company’s financial position or liquidity. However, an adverse resolution of one or more of these items in any one quarter or fiscal year could have a material adverse effect on the Company’s results of operations in that period.

 

In 1993 and prior, the Company had a business arrangement with The Prudential Insurance Company of America (“The Prudential”) wherein, for a fee, the Company accepted settled claim payment obligations of certain property and casualty insurers, and, concurrently, became the owner of the annuity or assignee of the annuity proceeds funded by the property and casualty insurers specifically to fulfill these fully settled obligations. In these circumstances, the Company would be liable if The Prudential, which has an A+ (Superior) financial strength rating from A.M. Best Company (“A.M. Best”), was unable to make the annuity payments. The estimated cost to replace all such annuities for which the Company was contingently liable at June 30, 2009 and December 31, 2008 was $153.0 million and $152.1 million, respectively.

 

Prior to its 1995 initial public offering, the Company purchased annuities from an unaffiliated life insurance company with an A+ (Superior) financial strength rating from A.M. Best to settle certain claim liabilities of the company. Should the life insurance company become unable to make the annuity payments, the Company would be liable for those claim liabilities. The estimated cost to replace such annuities at June 30, 2009 and December 31, 2008, was $23.6 million and $23.1 million, respectively.</