EVEREST GROUP, LTD. - Quarter Report: 2014 June (Form 10-Q)

group10q2q14.htm

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, 2014

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

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES

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

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, 2014
Common Shares, $0.01 par value		45,471,636

EVEREST RE GROUP, LTD

Table of Contents

Form 10-Q

Page

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets June 30, 2014 (unaudited)
	and December 31, 2013	1

	Consolidated Statements of Operations and Comprehensive Income (Loss) for the
	three and six months ended June 30, 2014 and 2013 (unaudited)	2

	Consolidated Statements of Changes in Shareholders’ Equity for the three and
	six months ended June 30, 2014 and 2013 (unaudited)	3

	Consolidated Statements of Cash Flows for the three and six months ended
	June 30, 2014 and 2013 (unaudited)	4

	Notes to Consolidated Interim Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operation	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 4.	Controls and Procedures	57

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	58

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	59

PART I

ITEM 1. FINANCIAL STATEMENTS

EVEREST RE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
(Dollars and share amounts in thousands, except par value per share)	2014			2013
	(unaudited)
ASSETS:
Fixed maturities - available for sale, at market value	$	13,577,366		$	12,636,907
(amortized cost: 2014, $13,173,675; 2013, $12,391,164)
Fixed maturities - available for sale, at fair value		-			19,388
Equity securities - available for sale, at market value (cost: 2014, $149,024; 2013, $148,342)		151,377			144,081
Equity securities - available for sale, at fair value		1,424,792			1,462,079
Short-term investments		1,636,937			1,214,199
Other invested assets (cost: 2014, $509,396; 2013, $508,447)		509,396			508,447
Cash		341,570			611,382
Total investments and cash		17,641,438			16,596,483
Accrued investment income		120,559			119,058
Premiums receivable		1,551,615			1,453,114
Reinsurance receivables		685,643			540,883
Funds held by reinsureds		226,845			228,000
Deferred acquisition costs		368,117			363,721
Prepaid reinsurance premiums		150,206			81,779
Income taxes		141,887			178,334
Other assets		305,334			246,664
TOTAL ASSETS	$	21,191,644		$	19,808,036

LIABILITIES:
Reserve for losses and loss adjustment expenses	$	9,704,463		$	9,673,240
Future policy benefit reserve		58,368			59,512
Unearned premium reserve		1,677,971			1,579,945
Funds held under reinsurance treaties		3,337			2,692
Commission reserves		54,073			66,160
Other net payable to reinsurers		217,041			116,387
Losses in course of payment		494,640			332,631
4.868% Senior notes due 6/1/2044		400,000			-
5.4% Senior notes due 10/15/2014		249,984			249,958
6.6% Long term notes due 5/1/2067		238,362			238,361
Accrued interest on debt and borrowings		6,133			4,781
Equity index put option liability		33,309			35,423
Unsettled securities payable		88,463			53,867
Other liabilities		266,724			333,425
Total liabilities		13,492,868			12,746,382

NONCONTROLLING INTERESTS:
Redeemable noncontrolling interests - Mt. Logan Re		375,908			93,378

Commitments and contingencies (Note 9)

SHAREHOLDERS' EQUITY:
Preferred shares, par value: $0.01; 50,000 shares authorized;
no shares issued and outstanding		-			-
Common shares, par value: $0.01; 200,000 shares authorized; (2014) 68,280
and (2013) 67,965 outstanding before treasury shares		683			680
Additional paid-in capital		2,052,682			2,029,774
Accumulated other comprehensive income (loss), net of deferred income tax expense
(benefit) of $79,020 at 2014 and $57,661 at 2013		299,304			157,728
Treasury shares, at cost; 22,589 shares (2014) and 20,422 shares (2013)		(2,310,824	)		(1,985,873	)
Retained earnings		7,281,023			6,765,967
Total shareholders' equity attributable to Everest Re Group		7,322,868			6,968,276
TOTAL LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY	$	21,191,644		$	19,808,036

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

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)	2014			2013			2014			2013
	(unaudited)						(unaudited)
REVENUES:
Premiums earned	$	1,272,317		$	1,151,533		$	2,416,807		$	2,240,292
Net investment income		131,224			148,729			254,381			294,510
Net realized capital gains (losses):
Other-than-temporary impairments on fixed maturity securities		(389	)		-			(389	)		(191	)
Other-than-temporary impairments on fixed maturity securities
transferred to other comprehensive income (loss)		-			-			-			-
Other net realized capital gains (losses)		59,405			33,905			80,531			160,831
Total net realized capital gains (losses)		59,016			33,905			80,142			160,640
Net derivative gain (loss)		3,774			12,081			2,113			27,366
Other income (expense)		(13,871	)		8,295			(17,167	)		(592	)
Total revenues		1,452,460			1,354,543			2,736,276			2,722,216

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		735,697			711,590			1,355,106			1,304,234
Commission, brokerage, taxes and fees		283,687			242,067			529,689			475,113
Other underwriting expenses		58,414			54,901			109,052			107,847
Corporate expenses		3,899			6,168			8,844			11,885
Interest, fees and bond issue cost amortization expense		8,978			17,362			16,546			30,843
Total claims and expenses		1,090,675			1,032,088			2,019,237			1,929,922

INCOME (LOSS) BEFORE TAXES		361,785			322,455			717,039			792,294
Income tax expense (benefit)		63,860			46,813			117,092			132,309

NET INCOME (LOSS)	$	297,925		$	275,642		$	599,947		$	659,985
Net (income) loss attributable to noncontrolling interests		(7,741	)		-			(15,830	)		-
NET INCOME (LOSS) ATTRIBUTABLE TO EVEREST RE GROUP	$	290,184		$	275,642		$	584,117		$	659,985

Other comprehensive income (loss), net of tax:
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period		85,921			(272,540	)		139,392			(319,342	)
Reclassification adjustment for realized losses (gains) included in net income (loss)		2,169			(1,828	)		4,043			(5,919	)
Total URA(D) on securities arising during the period		88,090			(274,368	)		143,435			(325,261	)

Foreign currency translation adjustments		(763	)		13,751			(3,400	)		(7,315	)

Benefit plan actuarial net gain (loss) for the period		-			-			-			-
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)		770			1,345			1,541			2,691
Total benefit plan net gain (loss) for the period		770			1,345			1,541			2,691
Total other comprehensive income (loss), net of tax		88,097			(259,272	)		141,576			(329,885	)
Other comprehensive (income) loss attributable to noncontrolling interests		-			-			-			-
Total other comprehensive income (loss), net of tax attributable to Everest Re Group		88,097			(259,272	)		141,576			(329,885	)

COMPREHENSIVE INCOME (LOSS)	$	378,281		$	16,370		$	725,693		$	330,100

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO EVEREST RE GROUP:
Basic	$	6.32		$	5.60		$	12.58		$	13.19
Diluted		6.26			5.56			12.46			13.09
Dividends declared		0.75			0.48			1.50			0.96

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

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 share and dividends per share amounts)	2014			2013			2014			2013
	(unaudited)						(unaudited)
COMMON SHARES (shares outstanding):
Balance, beginning of period		46,057,039			49,965,812			47,543,132			51,417,962
Issued during the period, net		109,068			208,935			315,139			707,092
Treasury shares acquired		(475,092	)		(1,586,707	)		(2,167,256	)		(3,537,014	)
Balance, end of period		45,691,015			48,588,040			45,691,015			48,588,040

COMMON SHARES (par value):
Balance, beginning of period	$	682		$	676		$	680		$	671
Issued during the period, net		1			2			3			7
Balance, end of period		683			678			683			678

ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period		2,036,320			1,978,966			2,029,774			1,946,439
Share-based compensation plans		16,362			24,200			22,908			56,727
Balance, end of period		2,052,682			2,003,166			2,052,682			2,003,166

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),
NET OF DEFERRED INCOME TAXES:
Balance, beginning of period		211,207			466,436			157,728			537,049
Net increase (decrease) during the period		88,097			(259,272	)		141,576			(329,885	)
Balance, end of period		299,304			207,164			299,304			207,164

RETAINED EARNINGS:
Balance, beginning of period		7,025,158			5,973,378			6,765,967			5,613,266
Net income (loss) attributable to Everest Re Group		290,184			275,642			584,117			659,985
Dividends declared ($0.75 per share in second quarter 2014 and $1.50 year-to-date
per share in 2014 and $0.48 per share in second quarter 2013 and $0.96
year-to-date per share in 2013)		(34,319	)		(23,315	)		(69,061	)		(47,546	)
Balance, end of period		7,281,023			6,225,705			7,281,023			6,225,705

TREASURY SHARES AT COST:
Balance, beginning of period		(2,235,856	)		(1,602,590	)		(1,985,873	)		(1,363,958	)
Purchase of treasury shares		(74,968	)		(211,323	)		(324,951	)		(449,955	)
Balance, end of period		(2,310,824	)		(1,813,913	)		(2,310,824	)		(1,813,913	)

TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD	$	7,322,868		$	6,622,800		$	7,322,868		$	6,622,800

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

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
	(unaudited)						(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	297,925		$	275,642		$	599,947		$	659,985
Adjustments to reconcile net income to net cash provided by operating activities:
Decrease (increase) in premiums receivable		(123,360	)		(167,239	)		(97,827	)		(220,306	)
Decrease (increase) in funds held by reinsureds, net		(1,251	)		(16,828	)		2,148			(12,244	)
Decrease (increase) in reinsurance receivables		(22,179	)		26,758			(137,077	)		(65,978	)
Decrease (increase) in income taxes		(19,160	)		(7,498	)		15,257			56,729
Decrease (increase) in prepaid reinsurance premiums		(70,705	)		(10,354	)		(68,346	)		(6,908	)
Increase (decrease) in reserve for losses and loss adjustment expenses		64,403			(47,200	)		8,055			(175,142	)
Increase (decrease) in future policy benefit reserve		279			229			(1,144	)		(567	)
Increase (decrease) in unearned premiums		16,787			72,212			96,803			126,535
Increase (decrease) in other net payable to reinsurers		99,370			25,577			100,546			29,765
Increase (decrease) in losses in course of payment		54,987			81,362			161,990			230,135
Change in equity adjustments in limited partnerships		(5,513	)		(18,994	)		(3,200	)		(36,350	)
Distribution of limited partnership income		4,830			9,409			13,430			43,095
Change in other assets and liabilities, net		(32,913	)		(31,052	)		(56,872	)		(74,866	)
Non-cash compensation expense		5,341			4,551			9,768			10,165
Amortization of bond premium (accrual of bond discount)		13,496			16,900			27,068			35,507
Amortization of underwriting discount on senior notes		14			14			28			27
Net realized capital (gains) losses		(59,016	)		(33,905	)		(80,142	)		(160,640	)
Net cash provided by (used in) operating activities		223,335			179,584			590,432			438,942

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from fixed maturities matured/called - available for sale, at market value		556,764			706,674			1,047,509			1,318,718
Proceeds from fixed maturities matured/called - available for sale, at fair value		-			4,213			875			7,213
Proceeds from fixed maturities sold - available for sale, at market value		277,767			376,688			606,476			631,184
Proceeds from fixed maturities sold - available for sale, at fair value		-			13,678			20,763			17,342
Proceeds from equity securities sold - available for sale, at market value		8,138			44,194			8,672			45,423
Proceeds from equity securities sold - available for sale, at fair value		126,294			252,594			304,892			358,769
Distributions from other invested assets		5,443			24,437			22,520			74,453
Cost of fixed maturities acquired - available for sale, at market value		(1,295,283	)		(1,105,870	)		(2,458,723	)		(2,122,159	)
Cost of fixed maturities acquired - available for sale, at fair value		-			(1,411	)		(1,309	)		(2,706	)
Cost of equity securities acquired - available for sale, at market value		(2,073	)		(51,921	)		(10,619	)		(53,487	)
Cost of equity securities acquired - available for sale, at fair value		(90,985	)		(121,327	)		(183,314	)		(243,944	)
Cost of other invested assets acquired		(29,427	)		(4,617	)		(34,388	)		(11,301	)
Net change in short-term investments		(270,962	)		53,629			(423,677	)		132,136
Net change in unsettled securities transactions		19,069			64,135			20,633			55,668
Net cash provided by (used in) investing activities		(695,255	)		255,096			(1,079,690	)		207,309

CASH FLOWS FROM FINANCING ACTIVITIES:
Common shares issued during the period, net		11,022			19,651			13,143			46,569
Purchase of treasury shares		(74,968	)		(211,323	)		(324,951	)		(449,955	)
Revolving credit borrowings		-			40,000			-			40,000
Net cost of junior subordinated debt securities redemption		-			(329,897	)		-			(329,897	)
Net proceeds from issuance of senior notes		400,000			-			400,000			-
Third party investment in redeemable noncontrolling interest		53,000			-			123,700			-
Subscription advances for third party redeemable noncontrolling interest		77,500			-			77,500			-
Dividends paid to shareholders		(34,319	)		(23,315	)		(69,061	)		(47,546	)
Net cash provided by (used in) financing activities		432,235			(504,884	)		220,331			(740,829	)

EFFECT OF EXCHANGE RATE CHANGES ON CASH		(4,149	)		(14,796	)		(885	)		(3,336	)

Net increase (decrease) in cash		(43,834	)		(85,000	)		(269,812	)		(97,914	)
Cash, beginning of period		385,404			524,136			611,382			537,050
Cash, end of period	$	341,570		$	439,136		$	341,570		$	439,136

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (recovered)	$	80,981		$	47,550		$	97,241		$	66,738
Interest paid		14,844			17,280			15,018			23,281

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

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2014 and 2013

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.

Effective February 27, 2013, the Company established a new subsidiary, Mt. Logan Re Ltd. (“Mt. Logan Re”) and effective July 1, 2013, Mt. Logan Re established separate segregated accounts and issued non-voting redeemable preferred shares to capitalize the segregated accounts. Accordingly, the financial position and operating results for Mt. Logan Re are consolidated with the Company and the non-controlling interests in Mt. Logan Re’s operating results and equity are presented as separate captions in the Company’s financial statements.

2. BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company for the three and six months ended June 30, 2014 and 2013 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 December 31, 2013 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, 2014 and 2013 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, 2013, 2012 and 2011 included in the Company’s most recent Form 10-K filing.

All intercompany accounts and transactions have been eliminated.

Certain reclassifications and format changes have been made to prior years’ amounts to conform to the 2014 presentation. One reclassification relates to a correction in the manner in which the Company reports distributions received from limited partnership investments in the consolidated Statements of Cash Flows. Prior to the fourth quarter of 2013, the Company incorrectly reflected all distributions as cash flows from investing activities in its Consolidated Statements of Cash Flows. Starting with the fourth quarter of 2013, cash distributions from the limited partnerships that represent net investment income are reflected as cash flows from operating activities and distributions that represent the return of capital contributions are reflected as cash flows from investing activities. For the three and six months ended June 30, 2013, $9,409 thousand and $43,095 thousand, respectively, have been reclassified from “Distributions from other invested assets” included in cash flows from investing activities to “Distribution of limited partnership income” included in cash flows from operations. The Company has determined that this error is not material to the financial statements of any prior period.

Application of Recently Issued Accounting Standard Changes.

Presentation of Comprehensive Income. In June 2011, FASB issued amendments to existing guidance to provide two alternatives for the presentation of comprehensive income. Components of net income and comprehensive income can either be presented within a single, continuous financial statement or be presented in two separate but consecutive financial statements. The Company has chosen to present the components of net income and comprehensive income in a single, continuous financial statement. The guidance is effective for reporting periods beginning after December 15, 2011. The Company implemented this guidance as of January 1, 2012. In February, 2013, the FASB issued an additional amendment for the presentation of amounts reclassified out of accumulated other comprehensive income by component. The Company implemented the proposed guidance as of January 1, 2013.

Treatment of Insurance Contract Acquisition Costs. In October 2010, the FASB issued authoritative guidance for the accounting for costs associated with acquiring or renewing insurance contracts. The guidance identifies the incremental direct costs of contract acquisition and costs directly related to acquisition activities that should be capitalized. This guidance is effective for reporting periods beginning after December 15, 2011. The Company implemented this guidance as of January 1, 2012 and determined that $13,492 thousand of previously deferrable acquisition costs would be expensed, including $10,876 thousand and $2,616 thousand expensed in the years ended December 31, 2012 and 2013, respectively. No additional expense will be incurred related to this guidance implementation in future periods.

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, 2014
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	521,496	$	3,711	$	(930	)	$	524,277
Obligations of U.S. states and political subdivisions		881,697		44,770		(2,050	)		924,417
Corporate securities		4,531,862		175,499		(14,021	)		4,693,340
Asset-backed securities		265,436		3,383		(91	)		268,728
Mortgage-backed securities
Commercial		222,204		15,166		(681	)		236,689
Agency residential		2,103,439		43,127		(15,815	)		2,130,751
Non-agency residential		3,894		296		(157	)		4,033
Foreign government securities		1,629,068		76,302		(13,176	)		1,692,194
Foreign corporate securities		3,014,579		108,724		(20,366	)		3,102,937
Total fixed maturity securities	$	13,173,675	$	470,978	$	(67,287	)	$	13,577,366
Equity securities	$	149,024	$	5,319	$	(2,966	)	$	151,377

	At December 31, 2013
	Amortized		Unrealized		Unrealized			Market
(Dollars in thousands)	Cost		Appreciation		Depreciation			Value
Fixed maturity securities
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	160,013	$	2,690	$	(1,678	)	$	161,025
Obligations of U.S. states and political subdivisions		970,735		40,815		(9,022	)		1,002,528
Corporate securities		3,950,887		155,619		(27,090	)		4,079,416
Asset-backed securities		169,980		3,485		(422	)		173,043
Mortgage-backed securities
Commercial		254,765		16,683		(1,007	)		270,441
Agency residential		2,294,719		34,509		(50,175	)		2,279,053
Non-agency residential		4,816		229		(226	)		4,819
Foreign government securities		1,740,337		69,779		(29,347	)		1,780,769
Foreign corporate securities		2,844,912		86,529		(45,628	)		2,885,813
Total fixed maturity securities	$	12,391,164	$	410,338	$	(164,595	)	$	12,636,907
Equity securities	$	148,342	$	4,336	$	(8,597	)	$	144,081

The $1,692,194 thousand of foreign government securities at June 30, 2014 included $734,053 thousand of European sovereign securities. Approximately 57.5%, 19.0% and 5.9% of European sovereign securities represented securities held in the governments of the United Kingdom, France and the Netherlands, respectively. No other countries represented more than 5% of the European sovereign securities. The Company held no sovereign securities of Portugal, Italy, Ireland, Greece or Spain at June 30, 2014.

In accordance with FASB guidance, the Company reclassified the non-credit portion of other-than-temporary impairments from retained earnings into accumulated other comprehensive income (loss), on April 1, 2009. The table below presents the pre-tax cumulative unrealized appreciation (depreciation) on those corporate securities, for the periods indicated:

(Dollars in thousands)		At June 30, 2014				At December 31, 2013
Pre-tax cumulative unrealized appreciation (depreciation)		$	3,250			$	3,169

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

	At June 30, 2014				At December 31, 2013
	Amortized		Market		Amortized		Market
(Dollars in thousands)	Cost		Value		Cost		Value
Fixed maturity securities – available for sale:
Due in one year or less	$	1,270,385	$	1,279,390	$	1,059,052	$	1,067,799
Due after one year through five years		6,063,017		6,240,153		5,565,112		5,740,662
Due after five years through ten years		2,289,958		2,362,018		2,081,908		2,101,234
Due after ten years		955,342		1,055,604		960,812		999,856
Asset-backed securities		265,436		268,728		169,980		173,043
Mortgage-backed securities:
Commercial		222,204		236,689		254,765		270,441
Agency residential		2,103,439		2,130,751		2,294,719		2,279,053
Non-agency residential		3,894		4,033		4,816		4,819
Total fixed maturity securities	$	13,173,675	$	13,577,366	$	12,391,164	$	12,636,907

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)	2014			2013			2014			2013
Increase (decrease) during the period between the market value and cost
of investments carried at market value, and deferred taxes thereon:
Fixed maturity securities	$	93,403		$	(311,674	)	$	157,869		$	(359,621	)
Fixed maturity securities, other-than-temporary impairment		5			(1,144	)		81			(1,372	)
Equity securities		4,531			(12,058	)		6,614			(14,075	)
Other invested assets		-			-			-			-
Change in unrealized appreciation (depreciation), pre-tax		97,939			(324,876	)		164,564			(375,068	)
Deferred tax benefit (expense)		(9,849	)		50,402			(21,129	)		49,667
Deferred tax benefit (expense), other-than-temporary impairment		-			106			-			140
Change in unrealized appreciation (depreciation),
net of deferred taxes, included in shareholders’ equity	$	88,090		$	(274,368	)	$	143,435		$	(325,261	)

The Company frequently reviews all of its fixed maturity, available for sale securities for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized cost 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, interest rate or foreign exchange 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 (loss). 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 that 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 or foreign exchange related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss). The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income (loss), net of tax, and is

included in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets. The Company’s assessments are based on the issuers current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default rates on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

The majority of the Company’s equity securities available for sale at market value are primarily comprised of mutual fund investments whose underlying securities consist of fixed maturity securities. When a fund’s value reflects an unrealized loss, the Company assesses whether the decline in value is temporary or other-than-temporary. In making its assessment, the Company considers the composition of its portfolios and their related markets, reports received from the portfolio managers and discussions with portfolio managers. If the Company determines that the declines are temporary and it has the ability and intent to continue to hold the investments, then the declines are recorded as unrealized losses in accumulated other comprehensive income (loss). If declines are deemed to be other-than-temporary, then the carrying value of the investment is written down to fair value and recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).

Retrospective adjustments are employed to recalculate the values of asset-backed securities. All of the Company’s asset-backed and mortgage-backed securities have a pass-through structure. Each acquisition lot is reviewed to recalculate the effective yield. The recalculated effective yield is used to derive a book value as if the new yield were applied at the time of acquisition. Outstanding principal factors from the time of acquisition to the adjustment date are used to calculate the prepayment history for all applicable securities. Conditional prepayment rates, computed with life to date factor histories and weighted average maturities, are used in the calculation of projected prepayments for pass-through security types.

The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity and equity securities, by security type and contractual maturity, 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 of Unrealized Loss at June 30, 2014 By Security Type
	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	$	143,260	$	(193	)	$	28,622	$	(737	)	$	171,882	$	(930	)
Obligations of U.S. states and political subdivisions		-		-			92,739		(2,050	)		92,739		(2,050	)
Corporate securities		497,454		(5,184	)		375,934		(8,837	)		873,388		(14,021	)
Asset-backed securities		17,510		(8	)		112		(83	)		17,622		(91	)
Mortgage-backed securities
Commercial		22		-			11,466		(681	)		11,488		(681	)
Agency residential		206,344		(730	)		727,344		(15,085	)		933,688		(15,815	)
Non-agency residential		-		-			1,659		(157	)		1,659		(157	)
Foreign government securities		74,204		(2,662	)		229,593		(10,514	)		303,797		(13,176	)
Foreign corporate securities		231,278		(6,024	)		419,731		(14,342	)		651,009		(20,366	)
Total fixed maturity securities	$	1,170,072	$	(14,801	)	$	1,887,200	$	(52,486	)	$	3,057,272	$	(67,287	)
Equity securities		15		-			123,541		(2,966	)		123,556		(2,966	)
Total	$	1,170,087	$	(14,801	)	$	2,010,741	$	(55,452	)	$	3,180,828	$	(70,253	)

	Duration of Unrealized Loss at June 30, 2014 By Maturity
	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	$	72,606	$	(3,776	)	$	61,122	$	(5,888	)	$	133,728	$	(9,664	)
Due in one year through five years		604,549		(7,848	)		632,014		(16,155	)		1,236,563		(24,003	)
Due in five years through ten years		263,090		(2,316	)		301,212		(8,544	)		564,302		(10,860	)
Due after ten years		5,951		(123	)		152,271		(5,893	)		158,222		(6,016	)
Asset-backed securities		17,510		(8	)		112		(83	)		17,622		(91	)
Mortgage-backed securities		206,366		(730	)		740,469		(15,923	)		946,835		(16,653	)
Total fixed maturity securities	$	1,170,072	$	(14,801	)	$	1,887,200	$	(52,486	)	$	3,057,272	$	(67,287	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at June 30, 2014 were $3,180,828 thousand and $70,253 thousand, respectively. The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at June 30, 2014, did not exceed 0.5% of the overall market value of the Company’s fixed maturity securities. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $14,801 thousand 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 foreign and domestic corporate securities, foreign government securities and agency residential mortgage-backed securities. Of these unrealized losses, $12,169 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $52,486 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to agency residential mortgage-backed securities, domestic and foreign corporate securities, foreign government securities and municipal securities. Of these unrealized losses, $50,302 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The gross unrealized depreciation for mortgage-backed securities included $199 thousand related to sub-prime and alt-A loans. 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.

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 that 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.

	Duration of Unrealized Loss at December 31, 2013 By Security Type
	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	$	74,847	$	(1,033	)	$	8,751	$	(645	)	$	83,598	$	(1,678	)
Obligations of U.S. states and political subdivisions		92,760		(4,852	)		39,689		(4,170	)		132,449		(9,022	)
Corporate securities		959,396		(22,331	)		75,946		(4,759	)		1,035,342		(27,090	)
Asset-backed securities		5,494		(6	)		1,128		(416	)		6,622		(422	)
Mortgage-backed securities
Commercial		51		-			11,353		(1,007	)		11,404		(1,007	)
Agency residential		1,220,845		(40,420	)		264,640		(9,755	)		1,485,485		(50,175	)
Non-agency residential		1,758		(22	)		1,541		(204	)		3,299		(226	)
Foreign government securities		409,252		(20,350	)		85,029		(8,997	)		494,281		(29,347	)
Foreign corporate securities		872,907		(34,819	)		151,748		(10,809	)		1,024,655		(45,628	)
Total fixed maturity securities	$	3,637,310	$	(123,833	)	$	639,825	$	(40,762	)	$	4,277,135	$	(164,595	)
Equity securities		127,030		(8,597	)		-		-			127,030		(8,597	)
Total	$	3,764,340	$	(132,430	)	$	639,825	$	(40,762	)	$	4,404,165	$	(173,192	)

	Duration of Unrealized Loss at December 31, 2013 By Maturity
	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	$	143,098	$	(3,503	)	$	46,691	$	(5,330	)	$	189,789	$	(8,833	)
Due in one year through five years		1,125,680		(25,365	)		204,779		(11,279	)		1,330,459		(36,644	)
Due in five years through ten years		810,969		(35,169	)		48,064		(3,844	)		859,033		(39,013	)
Due after ten years		329,415		(19,348	)		61,629		(8,927	)		391,044		(28,275	)
Asset-backed securities		5,494		(6	)		1,128		(416	)		6,622		(422	)
Mortgage-backed securities		1,222,654		(40,442	)		277,534		(10,966	)		1,500,188		(51,408	)
Total fixed maturity securities	$	3,637,310	$	(123,833	)	$	639,825	$	(40,762	)	$	4,277,135	$	(164,595	)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2013 were $4,404,165 thousand and $173,192 thousand, respectively. The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at December 31, 2013, did not exceed 0.4% of the overall market value of the Company’s fixed maturity securities. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $123,833 thousand 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 domestic and foreign corporate securities, foreign government securities and agency residential mortgage-backed securities. Of these unrealized losses, $112,658 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $40,762 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, foreign government securities, municipal securities and agency residential mortgage-backed securities. Of these unrealized losses, $38,964 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The gross unrealized depreciation for mortgage-backed securities included $273 thousand related to sub-prime and alt-A loans. 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.

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)	2014			2013			2014			2013
Fixed maturities	$	117,562		$	120,253		$	233,815		$	241,010
Equity securities		13,566			12,795			25,025			22,536
Short-term investments and cash		577			176			907			480
Other invested assets
Limited partnerships		6,226			19,585			3,968			37,068
Other		330			1,935			2,351			4,256
Gross investment income before adjustments		138,261			154,744			266,066			305,350
Funds held interest income (expense)		2,041			1,847			5,058			6,276
Future policy benefit reserve income (expense)		(141	)		(621	)		(444	)		(1,152	)
Gross investment income		140,161			155,970			270,680			310,474
Investment expenses		(8,937	)		(7,241	)		(16,299	)		(15,964	)
Net investment income	$	131,224		$	148,729		$	254,381		$	294,510

(Some amounts may not reconcile due to rounding.)

The Company records results from limited partnership investments on the equity method 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 identifies the decline.

The Company had contractual commitments to invest up to an additional $214,891 thousand in limited partnerships at June 30, 2014. These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2017.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
Fixed maturity securities, market value:
Other-than-temporary impairments	$	(389	)	$	-		$	(389	)	$	(191	)
Gains (losses) from sales		(1,695	)		(304	)		(3,643	)		4,573
Fixed maturity securities, fair value:
Gains (losses) from sales		-			148			940			90
Gains (losses) from fair value adjustments		-			(1,665	)		-			(1,581	)
Equity securities, market value:
Gains (losses) from sales		(566	)		2,418			(1,054	)		2,651
Equity securities, fair value:
Gains (losses) from sales		1,365			16,033			(50	)		24,052
Gains (losses) from fair value adjustments		60,305			17,275			84,340			131,032
Short-term investments gain (loss)		(4	)		-			(2	)		14
Total net realized capital gains (losses)	$	59,016		$	33,905		$	80,142		$	160,640

The Company recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss) both fair value re-measurements and write-downs in the value of securities deemed to be impaired on an other-than-temporary basis as displayed in the table above. The Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component.

The proceeds and split between gross gains and losses, from sales of fixed maturity and equity securities, are presented in the table below for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
Proceeds from sales of fixed maturity securities	$	277,767		$	390,366		$	627,239		$	648,526
Gross gains from sales		8,071			11,208			16,007			18,921
Gross losses from sales		(9,766	)		(11,364	)		(18,710	)		(14,258	)

Proceeds from sales of equity securities	$	134,432		$	296,788		$	313,564		$	404,192
Gross gains from sales		3,882			23,401			10,502			32,503
Gross losses from sales		(3,083	)		(4,950	)		(11,606	)		(5,800	)

4. DERIVATIVES

The Company sold seven equity index put option contracts, based on two indices, in 2001 and 2005, which remain outstanding. The Company sold these equity index put options as insurance products with the intent of achieving a profit. These equity index put option contracts meet the definition of a derivative under FASB guidance and the Company’s position in these equity index put option contracts is unhedged. Accordingly, these equity index put option contracts are carried at fair value in the consolidated balance sheets with changes in fair value recorded in the consolidated statements of operations and comprehensive income (loss).

The Company sold six equity index put option contracts, based on the Standard & Poor’s 500 (“S&P 500”) index, for total consideration, net of commissions, of $22,530 thousand. At June 30, 2014, fair value for these equity index put option contracts was $26,936 thousand. These equity index put option 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 equity index put option 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, 2014 S&P 500 index value, the Company estimates the probability that each equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 22%. The theoretical maximum payouts under these six equity index put option contracts would occur if on each of the exercise dates the S&P 500 index value were zero. At June 30, 2014, the present value of these theoretical maximum payouts using a 3% discount factor was $413,800 thousand. Conversely, if the contracts had all expired on June 30, 2014, with the S&P index at $1,960.23, there would have been no settlement amount.

The Company sold one equity index put option contract based on the FTSE 100 index for total consideration, net of commissions, of $6,706 thousand. At June 30, 2014, fair value for this equity index put option contract was $6,374 thousand. This equity index put option contract has an exercise date of July 2020 and a strike price of ₤5,989.75. No amount will be payable under this equity index put option 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, 2014 FTSE 100 index value, the Company estimates the probability that the equity index put option contract of the FTSE 100 index will fall below the strike price on the exercise date to be less than 39%. The theoretical maximum payout under the equity index put option contract would occur if on the exercise date the FTSE 100 index value was zero. At June 30, 2014, the present value of the theoretical maximum payout using a 3% discount factor and current exchange rate was $46,621 thousand. Conversely, if the contract had expired on June 30, 2014, with the FTSE index at ₤6,743.90, there would have been no settlement amount.

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

(Dollars in thousands)
Derivatives not designated as	Location of fair value	At		At
hedging instruments	in balance sheets	June 30, 2014		December 31, 2013

Equity index put option contracts	Equity index put option liability	$	33,309	$	35,423
Total		$	33,309	$	35,423

The change in fair value of the equity index put option contracts can be found in the Company’s statement of operations and comprehensive income (loss) as follows:

(Dollars in thousands)		For the Three Months Ended				For the Six Months Ended
Derivatives not designated as	Location of gain (loss) in statements of	June 30,				June 30,
hedging instruments	operations and comprehensive income (loss)	2014		2013		2014		2013

Equity index put option contracts	Net derivative gain (loss)	$	3,774	$	12,081	$	2,113	$	27,366
Total		$	3,774	$	12,081	$	2,113	$	27,366

The Company’s equity index put option contracts contain provisions that require collateralization of the fair value, as calculated by the counterparty, above a specified threshold, which is based on the Company’s financial strength ratings (Moody’s Investors Service, Inc.) and/or debt ratings (Standard & Poor’s Ratings Services). The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on June 30, 2014, was $33,309 thousand for which the Company had posted collateral with a market value of $18,133 thousand. If on June 30, 2014, the Company’s ratings were such that the collateral threshold was zero, the Company’s collateral requirement would increase by $55,000 thousand.

5. FAIR VALUE

The Company’s fixed maturity and equity securities are primarily 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 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 continually performs analytical reviews of price changes and tests the prices on a random basis to an independent pricing source. No material variances were noted during these price validation procedures. 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, 2014 and December 31, 2013.

The Company internally manages a small public equity portfolio which had a fair value at June 30, 2014 and December 31, 2013 of $186,171 thousand and $174,628 thousand, respectively, and all prices were obtained from publically published sources.

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.

Fixed maturity securities are generally 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 the Company’s equity index put option contracts.

As of June 30, 2014 and December 31, 2013, all Level 3 fixed maturity securities, were priced using single non-binding broker quotes since prices for these securities were not provided by normal pricing service companies. The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third party asset managers and the Company.

The Company sold seven equity index put option contracts which meet the definition of a derivative. The Company’s position in these contracts is unhedged. The Company records the change in fair value of equity index put option contracts in its 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, 2014
		Contract
	Contracts	based on
	based on	FTSE 100
	S & P 500 Index	Index
Equity index	1,960.2	6,743.9
Interest rate	1.14% to 3.57%	2.33%
Time to maturity	2.9 to 16.8 yrs	6.1 yrs
Volatility	20.6% to 24.9%	22.8%

The following table presents the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value (fair and market 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, 2014		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	524,277	$	-	$	524,277	$	-
Obligations of U.S. States and political subdivisions		924,417		-		924,417		-
Corporate securities		4,693,340		-		4,693,340		-
Asset-backed securities		268,728		-		265,728		3,000
Mortgage-backed securities
Commercial		236,689		-		236,689		-
Agency residential		2,130,751		-		2,130,751		-
Non-agency residential		4,033		-		3,774		259
Foreign government securities		1,692,194		-		1,692,194		-
Foreign corporate securities		3,102,937		-		3,102,937		-
Total fixed maturities, market value		13,577,366		-		13,574,107		3,259

Fixed maturities, fair value		-		-		-		-
Equity securities, market value		151,377		133,693		17,684		-
Equity securities, fair value		1,424,792		1,302,956		121,836		-

Liabilities:
Equity index put option contracts	$	33,309	$	-	$	-	$	33,309

There were no transfers between Level 1 and Level 2 for the six months ended June 30, 2014.

The following table presents the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value (fair and market 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)	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Assets:
Fixed maturities, market value
U.S. Treasury securities and obligations of
U.S. government agencies and corporations	$	161,025	$	-	$	161,025	$	-
Obligations of U.S. States and political subdivisions		1,002,528		-		1,002,528		-
Corporate securities		4,079,416		-		4,079,416		-
Asset-backed securities		173,043		-		167,744		5,299
Mortgage-backed securities
Commercial		270,441		-		270,441		-
Agency residential		2,279,053		-		2,279,053		-
Non-agency residential		4,819		-		4,472		347
Foreign government securities		1,780,769		-		1,780,769		-
Foreign corporate securities		2,885,813		-		2,885,332		481
Total fixed maturities, market value		12,636,907		-		12,630,780		6,127

Fixed maturities, fair value		19,388		-		19,388		-
Equity securities, market value		144,081		127,030		17,051		-
Equity securities, fair value		1,462,079		1,342,278		119,801		-

Liabilities:
Equity index put option contracts	$	35,423	$	-	$	-	$	35,423

The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs by asset type, for the periods indicated:

	Three Months Ended June 30, 2014												Six Months Ended June 30, 2014
	Asset-backed			Foreign			Non-agency						Asset-backed			Foreign			Non-agency
(Dollars in thousands)	Securities			Corporate			RMBS			Total			Securities			Corporate			RMBS			Total
Beginning balance	$	3,672		$	473		$	264		$	4,409		$	5,299		$	481		$	347		$	6,127
Total gains or (losses) (realized/unrealized)
Included in earnings		38			17			4			59			56			18			142			216
Included in other comprehensive income (loss)		42			(20	)		(3	)		19			75			(20	)		(24	)		31
Purchases, issuances and settlements		(752	)		(470	)		(6	)		(1,228	)		(1,494	)		(479	)		(206	)		(2,179	)
Transfers in and/or (out) of Level 3		-			-			-			-			(936	)		-			-			(936	)
Ending balance	$	3,000		$	-		$	259		$	3,259		$	3,000		$	-		$	259		$	3,259

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	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

(Some amounts may not reconcile due to rounding.)

	Three Months Ended June 30, 2013															Six Months Ended June 30, 2013
	Asset-backed			Foreign			Foreign			Non-agency						Asset-backed			Foreign			Foreign			Non-agency			Agency
(Dollars in thousands)	Securities			Corporate			Government			RMBS			Total			Securities			Corporate			Government			RMBS			RMBS			Total
Beginning balance	$	4,686		$	2,279		$	-		$	407		$	7,372		$	4,849		$	11,913		$	-		$	426		$	34,842		$	52,030
Total gains or (losses) (realized/unrealized)
Included in earnings		115			(735	)		(112	)		34			(698	)		16			(735	)		(112	)		91			-			(740	)
Included in other comprehensive income (loss)		(171	)		(520	)		(179	)		(34	)		(904	)		(361	)		(643	)		(179	)		(27	)		-			(1,210	)
Purchases, issuances and settlements		(146	)		3,872			516			(133	)		4,109			(20	)		4,615			516			(216	)		-			4,895
Transfers in and/or (out) of Level 3		1,533			6,680			2,389			506			11,108			1,533			(3,574	)		2,389			506			(34,842	)		(33,988	)
Ending balance	$	6,017		$	11,576		$	2,614		$	780		$	20,987		$	6,017		$	11,576		$	2,614		$	780		$	-		$	20,987

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	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

(Some amounts may not reconcile due to rounding.)

The transfers from level 3, fair value measurements using significant unobservable inputs, of $936 thousand and $33,988 thousand of investments for the six months ended June 30, 2014 and June 30, 2013, respectively, primarily relate to securities that were priced using single non-binding broker quotes as of December 31, 2013 and December 31, 2012, respectively. The securities were subsequently priced using a recognized pricing service as of June 30, 2014 and 2013, and were classified as level 2 as of those dates.

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
Liabilities:
Balance, beginning of period	$	37,083		$	64,181		$	35,423		$	79,467
Total (gains) or losses (realized/unrealized)
Included in earnings		(3,774	)		(12,081	)		(2,113	)		(27,366	)
Included in other comprehensive income (loss)		-			-			-			-
Purchases, issuances and settlements		-			-			-			-
Transfers in and/or (out) of Level 3		-			-			-			-
Balance, end of period	$	33,309		$	52,101		$	33,309		$	52,101

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. REDEEMABLE NONCONTROLLING INTEREST – MT. LOGAN RE

Mt. Logan Re is a Class 3 insurer registered in Bermuda effective February 27, 2013 under The Segregated Accounts Companies Act 2000 and 100% of the voting common shares are owned by Group. Separate segregated accounts have been established effective July 1, 2013 and non-voting, redeemable preferred shares have been issued to capitalize the segregated accounts. Each segregated account will invest in a diversified set of catastrophe exposures, diversified by risk/peril and across different geographic regions globally. The financial statements for Mt. Logan Re are consolidated with the Company with adjustments reflected for the third party noncontrolling interests reflected as separate captions in the Company’s financial statements.

The following table presents the activity for redeemable noncontrolling interests in the consolidated balance sheets for the periods indicated:

	At June 30,		At December 31,
(Dollars in thousands)	2014		2013
Redeemable noncontrolling interests - Mt. Logan Re, beginning of period	$	93,378	$	-
Unaffiliated third party investments during period		266,700		87,500
Net income (loss) attributable to noncontrolling interests		15,830		5,878
Redeemable noncontrolling interests - Mt. Logan Re, end of period	$	375,908	$	93,378

(Some amounts may not reconcile due to rounding.)

In addition, the Company has invested $50,000 thousand in the segregated accounts from inception to date.

The Company expects its participation level in the segregated funds to fluctuate over time.

7. CAPITAL TRANSACTIONS

On July 9, 2014, 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.

8. EARNINGS PER COMMON SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that would occur if options granted under various share-based compensation plans were exercised resulting in the issuance of common shares that would participate in the earnings of the entity.

Net income (loss) attributable to Everest Re Group 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)		2014			2013			2014			2013
Net income (loss) attributable to Everest Re Group per share:
	Numerator
	Net income (loss) attributable to Everest Re Group	$	290,184		$	275,642		$	584,117		$	659,985
	Less: dividends declared-common shares and nonvested common shares		(34,319	)		(23,315	)		(69,061	)		(47,546	)
	Undistributed earnings		255,865			252,327			515,056			612,439
	Percentage allocated to common shareholders (1)		98.9	%		99.1	%		99.0	%		99.1	%
			253,146			249,979			509,853			607,138
	Add: dividends declared-common shareholders		33,971			23,107			68,362			47,126
	Numerator for basic and diluted earnings per common share	$	287,117		$	273,086		$	578,215		$	654,264

	Denominator
	Denominator for basic earnings per weighted-average common shares		45,441			48,762			45,957			49,588
	Effect of dilutive securities:
	Options		423			385			431			399
	Denominator for diluted earnings per adjusted weighted-average common shares		45,864			49,147			46,388			49,987

	Per common share net income (loss)
	Basic	$	6.32		$	5.60		$	12.58		$	13.19
	Diluted	$	6.26		$	5.56		$	12.46		$	13.09

(1)	Basic weighted-average common shares outstanding		45,441			48,762			45,957			49,588
	Basic weighted-average common shares outstanding and nonvested common shares expected to vest		45,929			49,220			46,426			50,021
	Percentage allocated to common shareholders		98.9	%		99.1	%		99.0	%		99.1	%

(Some amounts may not reconcile due to rounding.)

The table below presents the options to purchase common shares that were outstanding, but were not included in the computation of earnings per diluted share as they were anti-dilutive, for the periods indicated:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014	2013	2014	2013
Anti-dilutive options	-	-	-	454

All outstanding options expire on or between September 21, 2014 and September 19, 2022.

9. 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 and reinsurance 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. The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and loss adjustment expenses.

Aside from litigation and arbitrations related to these insurance and reinsurance agreements, the Company is not a party to any other material litigation or arbitration.

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 table below presents the estimated cost to replace all such annuities for which the Company was contingently liable for the periods indicated:

(Dollars in thousands)		At June 30, 2014				At December 31, 2013
		$	144,022			$	144,734

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 table below presents the estimated cost to replace all such annuities for which the Company was contingently liable for the periods indicated:

(Dollars in thousands)		At June 30, 2014				At December 31, 2013
		$	30,724			$	30,664

10. OTHER COMPREHENSIVE INCOME (LOSS)

The following tables present the components of comprehensive income (loss) in the consolidated statements of operations for the periods indicated:

	Three Months Ended June 30, 2014								Six Months Ended June 30, 2014
(Dollars in thousands)	Before Tax		Tax Effect			Net of Tax			Before Tax			Tax Effect			Net of Tax
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary	$	95,284	$	(9,368	)	$	85,916		$	159,397		$	(20,086	)	$	139,311
URA(D) on securities - OTTI		5		-			5			81			-			81
Reclassification of net realized losses (gains) included in net income (loss)		2,650		(481	)		2,169			5,086			(1,043	)		4,043
Foreign currency translation adjustments		2,856		(3,619	)		(763	)		(4,000	)		600			(3,400	)
Benefit plan actuarial net gain (loss)		-		-			-			-			-			-
Reclassification of benefit plan liability amortization included in net income (loss)		1,185		(415	)		770			2,371			(830	)		1,541
Total other comprehensive income (loss)	$	101,980	$	(13,883	)	$	88,097		$	162,935		$	(21,359	)	$	141,576

	Three Months Ended June 30, 2013									Six Months Ended June 30, 2013
(Dollars in thousands)	Before Tax			Tax Effect			Net of Tax			Before Tax			Tax Effect			Net of Tax
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary	$	(321,618	)	$	50,116		$	(271,502	)	$	(366,663	)	$	48,553		$	(318,110	)
URA(D) on securities - OTTI		(1,144	)		106			(1,038	)		(1,372	)		140			(1,232	)
Reclassification of net realized losses (gains) included in net income (loss)		(2,114	)		286			(1,828	)		(7,033	)		1,114			(5,919	)
Foreign currency translation adjustments		13,950			(199	)		13,751			(11,206	)		3,891			(7,315	)
Benefit plan actuarial net gain (loss)		-			-			-			-			-			-
Reclassification of benefit plan liability amortization included in net income (loss)		2,070			(725	)		1,345			4,140			(1,449	)		2,691
Total other comprehensive income (loss)	$	(308,856	)	$	49,584		$	(259,272	)	$	(382,134	)	$	52,249		$	(329,885	)

The following table presents details of the amounts reclassified from accumulated other comprehensive income (“AOCI”) for the periods indicated:

	Three months ended						Six months ended
	June 30,						June 30,						Affected line item within the statements of
AOCI component	2014			2013			2014			2013			operations and comprehensive income (loss)
(Dollars in thousands)
URA(D) on securities	$	2,650		$	(2,114	)	$	5,086		$	(7,033	)	Other net realized capital gains (losses)
		(481	)		286			(1,043	)		1,114		Income tax expense (benefit)
	$	2,169		$	(1,828	)	$	4,043		$	(5,919	)	Net income (loss)

Benefit plan net gain (loss)	$	1,185		$	2,070		$	2,371		$	4,140		Other underwriting expenses
		(415	)		(725	)		(830	)		(1,449	)	Income tax expense (benefit)
	$	770		$	1,345		$	1,541		$	2,691		Net income (loss)

The following table presents the components of accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets for the periods indicated:

	At June 30,			At December 31,
(Dollars in thousands)	2014			2013
Beginning balance of URA (D) on securities	$	201,154		$	603,928
Current period change in URA (D) of investments - temporary		143,354			(401,335	)
Current period change in URA (D) of investments - non-credit OTTI		81			(1,439	)
Ending balance of URA (D) on securities		344,589			201,154

Beginning balance of foreign currency translation adjustments		(4,530	)		(4,368	)
Current period change in foreign currency translation adjustments		(3,400	)		(162	)
Ending balance of foreign currency translation adjustments		(7,930	)		(4,530	)

Beginning balance of benefit plan net gain (loss)		(38,896	)		(62,511	)
Current period change in benefit plan net gain (loss)		1,541			23,615
Ending balance of benefit plan net gain (loss)		(37,355	)		(38,896	)

Ending balance of accumulated other comprehensive income (loss)	$	299,304		$	157,728

(Some amounts may not reconcile due to rounding.)

11. CREDIT FACILITIES

The Company has three credit facilities for a total commitment of up to $1,250,000 thousand, providing for the issuance of letters of credit and/or unsecured revolving credit lines. The following table presents the costs incurred in connection with the three credit facilities for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Credit facility fees incurred	$	221	$	280	$	395	$	477

The terms and outstanding amounts for each facility are discussed below:

Group Credit Facility

Effective June 22, 2012, Group, Bermuda Re and Everest International entered into a four year, $800,000 thousand senior credit facility with a syndicate of lenders, which amended and restated in its entirety the July 27, 2007, five year, $850,000 thousand senior credit facility. Both the June 22, 2012 and July 27, 2007 senior credit facilities, which have similar terms, are referred to as the “Group Credit Facility”. Wells Fargo Corporation (“Wells Fargo Bank”) is the administrative agent for the Group Credit Facility, which consists of two tranches. Tranche one provides up to $200,000 thousand of unsecured revolving credit for liquidity and general corporate purposes, and for the issuance of unsecured standby letters of credit. The interest on the revolving loans shall, at the Company’s option, be either (1) the Base Rate (as defined below) or (2) an adjusted London Interbank Offered Rate (“LIBOR”) plus a margin. The Base Rate is the higher of (a) the prime commercial lending rate established by Wells Fargo Bank, (b) the Federal Funds Rate plus 0.5% per annum or (c) the one month LIBOR Rate plus 1.0% per annum. The amount of margin and the fees payable for the Group Credit Facility depends on Group’s senior unsecured debt rating. Tranche two exclusively provides up to $600,000 thousand for the issuance of standby letters of credit on a collateralized basis.

The Group Credit Facility requires Group to maintain a debt to capital ratio of not greater than 0.35 to 1 and to maintain a minimum net worth. Minimum net worth is an amount equal to the sum of $4,249,963 thousand plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2012 and for which consolidated net income is positive, plus 25% of any increase in consolidated net worth during such period attributable to the issuance of ordinary and preferred shares, which at June 30, 2014, was $4,958,004 thousand. As of June 30, 2014, the Company was in compliance with all Group Credit Facility covenants.

The following table summarizes the outstanding letters of credit and/or borrowings for the periods indicated:

(Dollars in thousands)		At June 30, 2014					At December 31, 2013
Bank		Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Wells Fargo Bank Group Credit Facility	Tranche One	$	200,000	$	-		$	200,000	$	-
	Tranche Two		600,000		500,410	12/31/2014		600,000		502,059	12/31/2014
Total Wells Fargo Bank Group Credit Facility		$	800,000	$	500,410		$	800,000	$	502,059

Holdings Credit Facility

Effective August 15, 2011, the Company entered into a three year, $150,000 thousand unsecured revolving credit facility with a syndicate of lenders, referred to as the “Holdings Credit Facility”. Citibank N.A. is the administrative agent for the Holdings Credit Facility. The Holdings Credit Facility may be used for liquidity and general corporate purposes. The Holdings Credit Facility provides for the borrowing of up to $150,000 thousand with interest at a rate selected by Holdings equal to either, (1) the Base Rate (as defined below) or (2) a periodic fixed rate equal to the Eurodollar Rate plus an applicable margin. The Base Rate means a fluctuating interest rate per annum in effect from time to time to be equal to the higher of (a) the rate of interest publicly announced by Citibank as its base rate, (b) 0.5% per annum above the Federal Funds Rate or (c) 1% above the one month London Interbank Offered Rate (“LIBOR”), in each case plus the applicable margin. The amount of margin and the fees payable for the Holdings Credit Facility depends upon Holdings’ senior unsecured debt rating.

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1,875,000 thousand plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2010, which at June 30, 2014, was $2,178,952 thousand. As of June 30, 2014, Holdings was in compliance with all Holdings Credit Facility covenants.

There are certain regulatory and contractual restrictions on the ability of Holdings’ operating subsidiaries to transfer funds to Holdings in the form of cash dividends, loans or advances. The insurance laws of the State of Delaware, where Holdings’ direct insurance subsidiaries are domiciled, require regulatory approval before those subsidiaries can pay dividends or make loans or advances to Holdings that exceed certain statutory thresholds. At December 31, 2013, $2,294,461 thousand of the $3,136,782 thousand in net assets of Holdings’ consolidated subsidiaries were subject to the foregoing regulatory restrictions.

The following table summarizes outstanding letters of credit and/or borrowings for the periods indicated:

(Dollars in thousands)	At June 30, 2014						At December 31, 2013
Bank	Commitment		In Use		Date of Loan	Maturity/Expiry Date	Commitment		In Use		Date of Loan	Maturity/Expiry Date
Citibank Holdings Credit Facility	$	150,000	$	-			$	150,000	$	-
Total revolving credit borrowings				-						-
Total letters of credit				851		12/31/2014				851		12/31/2014

Total Citibank Holdings Credit Facility	$	150,000	$	851			$	150,000	$	851

The Company has notified the syndicate of lenders that it will not be renewing this facility at expiration.

Bermuda Re Letter of Credit Facility

Bermuda Re has a $300,000 thousand letter of credit issuance facility with Citibank N.A. referred to as the “Bermuda Re Letter of Credit Facility”, which commitment is reconfirmed annually with updated fees. The Bermuda Re Letter of Credit Facility provides for the issuance of up to $300,000 thousand of secured letters of credit to collateralize reinsurance obligations as a non-admitted reinsurer. The interest on drawn letters of credit shall be (A) 0.35% per annum of the principal amount of issued standard letters of credit (expiry of 15 months or less) and (B) 0.45% per annum of the principal amount of issued extended tenor letters of credit (expiry maximum of up to 60 months). The commitment fee on undrawn credit shall be 0.15% per annum.

The following table summarizes the outstanding letters of credit for the periods indicated:

(Dollars in thousands)	At June 30, 2014					At December 31, 2013
Bank	Commitment		In Use		Date of Expiry	Commitment		In Use		Date of Expiry
Citibank Bilateral Letter of Credit Agreement	$	300,000	$	3,672	11/24/2014	$	300,000	$	119	8/30/2014
				71,608	12/31/2014				3,672	11/24/2014
				84	8/30/2015				79,336	12/31/2014
				4,273	12/31/2015				1,045	12/31/2015
				2,797	4/30/2018				22,800	12/31/2017
				153,148	6/30/2018				129,147	3/30/2018
Total Citibank Bilateral Agreement	$	300,000	$	235,582		$	300,000	$	236,119

12. REINSURANCE AND TRUST AGREEMENTS

Certain subsidiaries of Group have established trust agreements, which effectively use the Company’s investments as collateral, as security for assumed losses payable to certain non-affiliated ceding companies. At June 30, 2014, the total amount on deposit in trust accounts was $284,552 thousand.

On April 24, 2014, the Company entered into two collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage. These agreements are multi-year reinsurance contracts which cover specified named storm and earthquake events. The first agreement provides up to $250,000 thousand of reinsurance coverage from named storms in specified states of the Southeastern United States. The second agreement provides up to $200,000 thousand of reinsurance coverage from named storms in specified states of the Southeast, Mid-Atlantic and Northeast regions of the United States and Puerto Rico as well as reinsurance coverage from earthquakes in specified states of the Southeast, Mid-Atlantic, Northeast and West regions of the United States, Puerto Rico and British Columbia.

Kilimanjaro has financed the property catastrophe reinsurance coverage by issuing $450,000 thousand of catastrophe bonds to unrelated, external investors. The proceeds from the catastrophe bond issuance will be held in a reinsurance trust throughout the duration of the reinsurance agreements and invested solely in US government money market funds with a rating of at least “AAAm” by Standard & Poor’s at the time of the bond issuance.

13. SENIOR NOTES

The table below displays Holdings’ outstanding senior notes. Market value is based on quoted market prices, but due to limited trading activity, these senior notes are considered Level 2 in the fair value hierarchy.

					June 30, 2014				December 31, 2013
					Consolidated Balance				Consolidated Balance
(Dollars in thousands)	Date Issued	Date Due	Principal Amounts		Sheet Amount		Market Value		Sheet Amount		Market Value
5.40% Senior notes	10/12/2004	10/15/2014	$	250,000	$	249,984	$	253,920	$	249,958	$	259,130
4.868% Senior notes	06/05/2014	06/01/2044		400,000		400,000		400,112		-		-

On June 5, 2014, Holdings issued $400,000 thousand of 30 year senior notes at 4.868%, which will mature on June 1, 2044. Capitalized costs of approximately $4,300 thousand related to the issuance of the senior notes will be expensed over the 30 year life of the notes. Interest will be paid semi-annually on June 1 and December 1 of each year.

Interest expense incurred in connection with these senior notes is as follows for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest expense incurred	$	4,741	$	3,388	$	8,129	$	6,775

14. LONG TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long term subordinated notes. Market value is based on quoted market prices, but due to limited trading activity, these subordinated notes are considered Level 2 in the fair value hierarchy.

Maturity Date

June 30, 2014

December 31, 2013

Original

Consolidated Balance

(Dollars in thousands)

Date Issued

Principal Amount

Scheduled

Final

Sheet Amount

Market Value

Sheet Amount

Market Value

6.6% Long term subordinated notes

04/26/2007

400,000

05/15/2037

05/01/2067

238,362

251,083

238,361

233,292

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest will be at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years. Deferred interest will accumulate interest at the applicable rate compounded semi-annually for periods prior to May 15, 2017, and compounded quarterly for periods from and including May 15, 2017.

Holdings can redeem the long term subordinated notes prior to May 15, 2017, in whole but not in part at the applicable redemption price, which will equal the greater of (a) 100% of the principal amount being redeemed and (b) the present value of the principal payment on May 15, 2017 and scheduled payments of interest that would have accrued from the redemption date to May 15, 2017 on the long term subordinated notes being redeemed, discounted to the redemption date on a semi-annual basis at a discount rate equal to the treasury rate plus an applicable spread of either 0.25% or 0.50%, in each case plus accrued and unpaid interest. Holdings may redeem the long term subordinated notes on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or after the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of certain senior note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the subordinated notes.

On March 19, 2009, Group announced the commencement of a cash tender offer for any and all of the 6.60% fixed to floating rate long term subordinated notes. Upon expiration of the tender offer, the Company had reduced its outstanding debt by $161,441 thousand.

Interest expense incurred in connection with these long term subordinated notes is as follows for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest expense incurred	$	3,937	$	3,937	$	7,874	$	7,874

15. JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

In accordance with the provisions of the junior subordinated debt securities which were issued on March 29, 2004, Holdings elected to redeem the $329,897 thousand of 6.2% junior subordinated debt securities outstanding on May 24, 2013. As a result of the early redemption, the Company incurred pre-tax expense of $7,282 thousand related to the immediate amortization of the remaining capitalized issuance costs on the trust preferred securities.

Interest expense incurred in connection with these junior subordinated debt securities is as follows for the periods indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Interest expense incurred	$	-	$	3,068	$	-	$	8,181

Holdings considered the mechanisms and obligations relating to the trust preferred securities, taken together, constituted a full and unconditional guarantee by Holdings of Capital Trust II’s payment obligations with respect to their trust preferred securities.

16. SEGMENT REPORTING

The U.S. Reinsurance operation writes property and casualty reinsurance and specialty lines of business, including Marine, Aviation, Surety and Accident and Health (“A&H”) business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies primarily within the U.S. The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and through offices in Brazil, Miami and New Jersey. The Bermuda operation provides reinsurance and insurance to worldwide property and casualty markets through brokers and directly with ceding companies from its Bermuda office and reinsurance to the United Kingdom and European markets through its UK branch and Ireland Re. The Insurance operation writes property and casualty insurance, including medical stop loss insurance, directly and through general agents, brokers and surplus lines brokers within the U.S. and Canada. The Mt. Logan Re segment represents business written for the segregated accounts of Mt. Logan Re, which were formed on July 1, 2013. The Mt. Logan Re business represents a diversified set of catastrophe exposures, diversified by risk/peril and across different geographical regions globally.

These segments, with the exception of Mt. Logan Re, are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations. Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results. The Mt. Logan Re segment is managed independently and seeks to write a diverse portfolio of catastrophe risks for each segregated account to achieve desired risk and return criteria.

Underwriting results include earned premium less losses and loss adjustment expenses (“LAE”) incurred, commission and brokerage expenses and other underwriting expenses. We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.

Mt. Logan Re’s business is sourced through operating subsidiaries of the Company; however, the activity is only reflected in the Mt. Logan Re segment. For other inter-affiliate reinsurance, business is generally reported within the segment in which the business was first produced, consistent with how the business is managed.

Except for Mt. Logan Re, the Company does not maintain separate balance sheet data for its operating segments. Accordingly, the Company does not review and evaluate the financial results of its operating segments based upon balance sheet data.

The following tables present the underwriting results for the operating segments for the periods indicated:

	Three Months Ended				Six Months Ended
U.S. Reinsurance	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Gross written premiums	$	437,475	$	418,367	$	933,116	$	853,158
Net written premiums		423,279		418,039		921,036		852,678

Premiums earned	$	489,129	$	391,364	$	918,770	$	783,980
Incurred losses and LAE		239,014		237,588		452,469		435,746
Commission and brokerage		122,766		85,727		215,734		173,053
Other underwriting expenses		11,454		9,994		20,936		20,528
Underwriting gain (loss)	$	115,895	$	58,055	$	229,631	$	154,653

	Three Months Ended				Six Months Ended
International	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Gross written premiums	$	454,017	$	348,102	$	775,259	$	645,662
Net written premiums		315,590		348,069		624,627		642,051

Premiums earned	$	319,998	$	326,070	$	638,379	$	638,048
Incurred losses and LAE		204,433		184,329		367,607		345,528
Commission and brokerage		71,599		77,065		142,573		148,509
Other underwriting expenses		8,088		7,667		15,925		15,597
Underwriting gain (loss)	$	35,878	$	57,009	$	112,274	$	128,414

	Three Months Ended				Six Months Ended
Bermuda	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Gross written premiums	$	185,036	$	177,345	$	368,451	$	373,103
Net written premiums		176,193		169,689		358,763		365,512

Premiums earned	$	191,259	$	184,817	$	364,945	$	370,150
Incurred losses and LAE		107,133		111,620		201,641		203,616
Commission and brokerage		46,839		45,064		92,547		88,715
Other underwriting expenses		8,159		8,767		16,445		16,526
Underwriting gain (loss)	$	29,128	$	19,366	$	54,312	$	61,293

	Three Months Ended				Six Months Ended
Insurance	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Gross written premiums	$	316,481	$	316,388	$	547,131	$	569,069
Net written premiums		280,073		276,829		491,741		502,078

Premiums earned	$	248,283	$	249,282	$	451,520	$	448,114
Incurred losses and LAE		175,033		178,053		317,224		319,344
Commission and brokerage		39,908		34,211		74,117		64,836
Other underwriting expenses		29,128		28,473		52,361		55,196
Underwriting gain (loss)	$	4,214	$	8,545	$	7,818	$	8,738

	Three Months Ended				Six Months Ended
Mt. Logan Re	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Gross written premiums	$	22,353	$	-	$	58,829	$	-
Net written premiums		22,352		-		48,909		-

Premiums earned	$	23,648	$	-	$	43,193	$	-
Incurred losses and LAE		10,084		-		16,165		-
Commission and brokerage		2,575		-		4,718		-
Other underwriting expenses		1,585		-		3,385		-
Underwriting gain (loss)	$	9,404	$	-	$	18,925	$	-

The following table reconciles the underwriting results for the operating segments to income before taxes as reported in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
Underwriting gain (loss)	$	194,519		$	142,975		$	422,960		$	353,098
Net investment income		131,224			148,729			254,381			294,510
Net realized capital gains (losses)		59,016			33,905			80,142			160,640
Net derivative gain (loss)		3,774			12,081			2,113			27,366
Corporate expenses		(3,899	)		(6,168	)		(8,844	)		(11,885	)
Interest, fee and bond issue cost amortization expense		(8,978	)		(17,362	)		(16,546	)		(30,843	)
Other income (expense)		(13,871	)		8,295			(17,167	)		(592	)
Income (loss) before taxes	$	361,785		$	322,455		$	717,039		$	792,294

The Company produces business in the U.S., Bermuda and internationally. The net income deriving from and assets residing in the individual foreign countries in which the Company writes business are not identifiable in the Company’s financial records. Based on gross written premium, the table below presents the largest country, other than the U.S., in which the Company writes business, for the period indicated:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
United Kingdom	$	131,093	$	119,156	$	337,876	$	267,143

No other country represented more than 5% of the Company’s revenues.

17. SHARE-BASED COMPENSATION PLANS

For the three months ended June 30, 2014, share-based compensation awards granted were 1,426 restricted shares, granted on May 14, 2014, with a fair value of $157.94 per share.

18. RETIREMENT BENEFITS

The Company maintains both qualified and non-qualified defined benefit pension plans and a retiree health plan for its U.S. employees employed prior to April 1, 2010.

Net periodic benefit cost for U.S. employees included the following components for the periods indicated:

Pension Benefits	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Dollars in thousands)	2014			2013			2014			2013
Service cost	$	2,461		$	2,728		$	4,921		$	5,457
Interest cost		2,541			2,074			5,083			4,148
Expected return on plan assets		(2,823	)		(2,121	)		(5,646	)		(4,243	)
Amortization of prior service cost		12			12			25			25
Amortization of net (income) loss		1,092			1,904			2,183			3,808
Net periodic benefit cost	$	3,283		$	4,597		$	6,566		$	9,195

Other Benefits	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2014		2013		2014		2013
Service cost	$	407	$	499	$	814	$	998
Interest cost		342		277		684		554
Amortization of net (income) loss		82		154		164		308
Net periodic benefit cost	$	831	$	930	$	1,662	$	1,860

The Company did not make any contributions to the qualified pension benefit plan for the three and six months ended June 30, 2014 and 2013.

19. RELATED-PARTY TRANSACTIONS

During the normal course of business, the Company, through its affiliates, engages in reinsurance and brokerage and commission business transactions with companies controlled by or affiliated with one or more of its outside directors. Such transactions, individually and in the aggregate, are not material to the Company’s financial condition, results of operations and cash flows.

20. INCOME TAXES

The Company is domiciled in Bermuda and has significant subsidiaries and/or branches in Canada, Ireland, Singapore, the United Kingdom, and the United States. The Company’s Bermuda domiciled subsidiaries are exempt from income taxation under Bermuda law until 2035. Pre-tax income generated by Group’s non-Bermuda subsidiaries and the UK branch of Bermuda is subject to applicable federal, foreign, state and local taxes on corporations. Company subsidiaries domiciled in the US as well as the Canadian and Singapore branches of Everest Re generate US pre-tax income (loss). Foreign domiciled subsidiaries, including the UK branch of Bermuda Re, generate non-US pre-tax income (loss). Fluctuations in US and non-US pre-tax income (loss) primarily result from the impact of catastrophe losses and realized investment gains (losses).

For interim reporting periods, the company is generally required to use the annualized effective tax rate (“AETR”) method, as prescribed by ASC 740-270, Interim Reporting, to calculate its income tax provision. Under this method, the AETR is applied to the interim year-to-date pre-tax income to determine the income tax expense or benefit for the year-to-date period. The income tax expense or benefit for a quarter represents the difference between the year-to-date income tax expense or benefit for the current year-to-date period less such amount for the immediately preceding year-to-date period. Management considers the impact of all known events in its estimation of the Company’s annual pre-tax income and AETR.

21. SUBSEQUENT EVENTS

The Company has evaluated known recognized and non-recognized subsequent events. The Company does not have any subsequent events to report.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Industry Conditions.

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market. As such, financial results tend to fluctuate with periods of constrained availability, high rates and strong profits followed by periods of abundant capacity, low rates and constrained profitability. Competition in the types of reinsurance and insurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best and/or Standard & Poor’s, underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the reinsurance and insurance business offered, services offered, speed of claims payment and reputation and experience in lines written. Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels.

We compete in the U.S., Bermuda and international reinsurance and insurance markets with numerous global competitors. Our competitors include independent reinsurance and insurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain insurance companies and domestic and international underwriting operations, including underwriting syndicates at Lloyd’s. Some of these competitors have greater financial resources than we do and have established long term and continuing business relationships, which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and the potential for securitization of reinsurance and insurance risks through capital markets provide additional sources of potential reinsurance and insurance capacity and competition.

Worldwide insurance and reinsurance market conditions continued to be very competitive, particularly in the casualty lines of business. Generally, there was ample insurance and reinsurance capacity relative to demand. Competition and its effect on rates, terms and conditions vary widely by market and coverage yet continued to be most prevalent in the U.S. casualty insurance and reinsurance markets and additional capacity from the capital markets is impacting worldwide catastrophe rates.

Catastrophe rates tend to fluctuate by global region, particularly areas recently impacted by large catastrophic events. During the second and third quarters of 2013, Canada experienced historic flooding in Alberta and Toronto, which has resulted in higher catastrophe rates in these areas. Although there were flooding and wind storm events in Europe and Asia in the latter part of 2013, the overall 2013 catastrophe losses for the industry were lower than average. This lower level of losses, combined with increased competition is putting downward pressure on rates in certain geographical areas resulting in lower rates for most catastrophe coverages in the beginning of 2014.

Overall, we believe that current marketplace conditions, particularly for catastrophe coverages, provide profit opportunities for us given our strong ratings, distribution system, reputation and expertise. We continue to employ our strategy of targeting business that offers the greatest profit potential, while maintaining balance and diversification in our overall portfolio.

Financial Summary.

We monitor and evaluate our overall performance based upon financial results. The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated.

	Three Months Ended						Percentage			Six Months Ended						Percentage
	June 30,						Increase/			June 30,						Increase/
(Dollars in millions)	2014			2013			(Decrease)			2014			2013			(Decrease)
Gross written premiums	$	1,415.4		$	1,260.2			12.3	%	$	2,682.8		$	2,441.0			9.9	%
Net written premiums		1,217.5			1,212.6			0.4	%		2,445.1			2,362.3			3.5	%

REVENUES:
Premiums earned	$	1,272.3		$	1,151.5			10.5	%	$	2,416.8		$	2,240.3			7.9	%
Net investment income		131.2			148.7			-11.8	%		254.4			294.5			-13.6	%
Net realized capital gains (losses)		59.0			33.9			74.1	%		80.1			160.6			-50.1	%
Net derivative gain (loss)		3.8			12.1			-68.8	%		2.1			27.4			-92.3	%
Other income (expense)		(13.9	)		8.3		NM				(17.2	)		(0.6	)	NM
Total revenues		1,452.5			1,354.5			7.2	%		2,736.3			2,722.2			0.5	%

CLAIMS AND EXPENSES:
Incurred losses and loss adjustment expenses		735.7			711.6			3.4	%		1,355.1			1,304.2			3.9	%
Commission, brokerage, taxes and fees		283.7			242.1			17.2	%		529.7			475.1			11.5	%
Other underwriting expenses		58.4			54.9			6.4	%		109.1			107.8			1.1	%
Corporate expenses		3.9			6.2			-36.8	%		8.8			11.9			-25.6	%
Interest, fees and bond issue cost amortization expense		9.0			17.4			-48.3	%		16.5			30.8			-46.4	%
Total claims and expenses		1,090.7			1,032.1			5.7	%		2,019.2			1,929.9			4.6	%

INCOME (LOSS) BEFORE TAXES		361.8			322.5			12.2	%		717.0			792.3			-9.5	%
Income tax expense (benefit)		63.9			46.8			36.4	%		117.1			132.3			-11.5	%
NET INCOME (LOSS)	$	297.9		$	275.6			8.1	%	$	599.9		$	660.0			-9.1	%
Net (income) loss attributable to noncontrolling interests		(7.7	)		-		NM				(15.8	)		-		NM
NET INCOME (LOSS) ATTRIBUTABLE TO EVEREST RE GROUP	$	290.2		$	275.6			5.3	%	$	584.1		$	660.0			-11.5	%


							Point									Point
RATIOS:							Change									Change
Loss ratio		57.8	%		61.8	%		(4.0	)		56.1	%		58.2	%		(2.1	)
Commission and brokerage ratio		22.3	%		21.0	%		1.3			21.9	%		21.2	%		0.7
Other underwriting expense ratio		4.6	%		4.8	%		(0.2	)		4.5	%		4.8	%		(0.3	)
Combined ratio		84.7	%		87.6	%		(2.9	)		82.5	%		84.2	%		(1.7	)

										At			At			Percentage
										June 30,			December 31,			Increase/
(Dollars in millions, except per share amounts)										2014			2013			(Decrease)
Balance sheet data:
Total investments and cash										$	17,641.4		$	16,596.5			6.3	%
Total assets											21,191.6			19,808.0			7.0	%
Loss and loss adjustment expense reserves											9,704.5			9,673.2			0.3	%
Total debt											888.3			488.3			81.9	%
Total liabilities											13,492.9			12,746.4			5.9	%
Redeemable noncontrolling interests - Mt. Logan Re											375.9			93.4		NM
Shareholders' equity											7,322.9			6,968.3			5.1	%
Book value per share											160.27			146.57			9.3	%

(NM, not meaningful)