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

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 20122014

Commission file number 1-14527

EVEREST REINSURANCE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)
 
22-3263609
(I.R.S Employer
Identification No.)
 
477 Martinsville Road
Post Office Box 830
Liberty Corner, New Jersey 07938-0830
(908) 604-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
       

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange on Which Registered
5.40%4.868% Senior Notes Due 20142044NYSE
6.60% Long Term Notes Due 2067NYSE
6.20% Trust Preferred Securities of Everest Re
Capital Trust II guaranteed by Everest Reinsurance
Holdings, Inc.NYSE
 
       

Securities registered pursuant to Section 12(g) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:  None
       
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YesX No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  NoX

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.

YesX No 

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).

YesX No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [   ]

YesX No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  Accelerated filer 
Non-accelerated filerX 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  NoX

The aggregate market value on June 30, 2012,2014, the last business day of the registrant’s most recently completed second quarter, of the voting stock held by non-affiliates of the registrant was zero.

At March 15, 2013,2015, the number of shares outstanding of the registrant common shares was 1,000, all of which are owned by Everest Underwriting Group (Ireland) Limited, a wholly-owned direct subsidiary of Everest Re Group, Ltd.

The Registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this form with the reduced disclosure format permitted by General Instruction I of Form 10-K.

 
 

 

EVEREST REINSURANCE HOLDINGS, INC.

Table of Contents
FORM 10-K


 Page
 
PART I
   
Item 1.1
Item 1A.6
Item 1B.12
Item 2.12
Item 3.13
Item 4.13
   
   
PART II
   
Item 5.13
Item 6.13
Item 7.14
Item 7A.2827
Item 8.3130
Item 9.3130
Item 9A.3130
Item 9B.3130
   
PART III
   
Item 10.3231
Item 11.3231
Item 12.3231
Item 13.3231
Item 14.3231
   
   
PART IV
   
Item 15.3332

 


PART I

Unless otherwise indicated, all financial data in this document have been prepared using accounting principles generally accepted in the United States of America (“GAAP”).  As used in this document, “Holdings” means Everest Reinsurance Holdings, Inc., a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited (“Holdings Ireland”); “Group” means Everest Re Group, Ltd. (Holdings Ireland’s parent); “Holdings Ireland”“Bermuda Re” means Everest Underwriting Group (Ireland) Limited;Reinsurance (Bermuda), Ltd., a subsidiary of Group; “Everest Re” means Everest Reinsurance Company and its subsidiaries, a subsidiary of Holdings (unless the context otherwise requires); and the “Company”, “we”, “us”, and “our” means Holdings and its subsidiaries (unless the context otherwise requires).

ITEM 1.            BUSINESS

The Company.
Holdings, a Delaware corporation, is a wholly-owned subsidiary of Holdings Ireland.  On December 30, 2008, Group contributed Holdings to its recently established Irish holding company, Holdings Ireland.  Holdings Ireland is a direct subsidiary of Group and was established to serve as a holding company for the U.S. and Irish reinsurance and insurance subsidiaries.  Group is a Bermuda holding company whose common shares are publicly traded in the U.S. on the New York Stock Exchange under the symbol “RE”.  Group files an annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”) with respect to its consolidated operations, including Holdings.

The Company’s principal business, conducted through its operating segments, is the underwriting of reinsurance and insurance in the U.S. and international markets. The Company had gross written premiums, in 2012,2014, of $3.6$5.0 billion, with approximately 71%76% representing reinsurance and 29%24% representing insurance.  Stockholder’s equity at December 31, 20122014 was $3.5$4.6 billion. The Company underwrites reinsurance both through brokers and directly with ceding companies, giving it the flexibility to pursue business based on the ceding company’s preferred reinsurance purchasing method.  The Company underwrites insurance principallydirectly and through general agent relationships, brokers and surplus lines brokers.  Holdings’ active operating subsidiaries, excluding Mt. McKinley Insurance Company (“Mt. McKinley”), which is in runoff, are each rated A+ (“Superior”) by A.M. Best Company (“A.M. Best”), a leading provider of insurer ratings that assigns financial strength ratings to insurance companies based on their ability to meet their obligations to policyholders.

Following is a summary of the Company’s operating subsidiaries:

·  Everest Re, a Delaware insurance company and a direct subsidiary of Holdings, is a licensed property and casualty insurer and/or reinsurer in all states, the District of Columbia and Puerto Rico and is authorized to conduct reinsurance business in Canada, Singapore and Brazil. Everest Re underwrites property and casualty reinsurance for insurance and reinsurance companies in the U.S. and international markets.  Everest Re has engaged in reinsurance transactions with Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”), Everest International Reinsurance, Ltd. (“Everest International”), Mt. Logan Re, Ltd. (“Mt. Logan Re”) and Everest Insurance Company of Canada (“Everest Canada”), which are affiliated companies, primarily driven by enterprise risk and capital management considerations under which business is cededtransacted at market rates and terms.  At December 31, 20122014 Everest Re had statutory surplus of $2.6$2.9 billion.

·  Everest National Insurance Company (“Everest National”), a Delaware insurance company and a direct subsidiary of Everest Re, is licensed in 50 states and the District of Columbia and is authorized to write property and casualty insurance on an admitted basis in the jurisdictions in which it is licensed. The majority of Everest National’s business is reinsured by its parent, Everest Re.


 
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·  Everest Indemnity Insurance Company (“Everest Indemnity”), a Delaware insurance company and a direct subsidiary of Everest Re, writes excess and surplus lines insurance business in the U.S. on a non-admitted basis. Excess and surplus lines insurance is specialty property and liability coverage that an insurer not licensed to write insurance in a particular jurisdiction is permitted to provide to insureds when the specific specialty coverage is unavailable from admitted insurers.  Everest Indemnity is licensed in Delaware and is eligible to write business on a non-admitted basis in all other states, the District of Columbia and Puerto Rico.  The majority of Everest Indemnity’s business is reinsured by its parent, Everest Re.

·  Everest Security Insurance Company (“Everest Security”), a Georgia insurance company and a direct subsidiary of Everest Re, writes property and casualty insurance on an admitted basis in Georgia and Alabama.  The majority of Everest Security’s business is reinsured by its parent, Everest Re.

·  Mt. McKinley, a Delaware insurance company and a direct subsidiary of Holdings, was acquired by Holdings in September 2000 from The Prudential Insurance Company of America (“The Prudential”).  In 1985, Mt. McKinley ceased writing new and renewal insurance and commenced a run-off operation to service claims arising from its previously written business.  Effective September 19, 2000, Mt. McKinley and Bermuda Re entered into a loss portfolio transfer reinsurance agreement, whereby Mt. McKinley transferred, for arm’s length consideration, all of its net insurance exposures and reserves to Bermuda Re.

·  Heartland Crop Insurance, Inc. (“Heartland”), a Kansas based managing general agent and a direct subsidiary of Holdings, was acquired on January 2, 2011.  Heartland specializes in crop insurance, which is written mainly through Everest National.

Reinsurance Industry Overview.
Reinsurance is an arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance or reinsurance company, the ceding company, against all or a portion of the insurance risks underwritten by the ceding company under one or more insurance contracts.  Reinsurance can provide a ceding company with several benefits, including a reduction in its net liability on individual risks or classes of risks, catastrophe protection from large and/or multiple losses and/or a reduction in operating leverage as measured by the ratio of net premiums and reserves to capital.  Reinsurance also provides a ceding company with additional underwriting capacity by permitting it to accept larger risks and write more business than would be acceptable relative to the ceding company’s financial resources.  Reinsurance does not discharge the ceding company from its liability to policyholders; rather, it reimburses the ceding company for covered losses.

There are two basic types of reinsurance arrangements: treaty and facultative.  Treaty reinsurance obligates the ceding company to cede and the reinsurer to assume a specified portion of a type or category of risks insured by the ceding company.  Treaty reinsurers do not separately evaluate each of the individual risks assumed under their treaties, instead, the reinsurer relies upon the pricing and underwriting decisions made by the ceding company.  In facultative reinsurance, the ceding company cedes and the reinsurer assumes all or part of the risk under a single insurance contract.  Facultative reinsurance is negotiated separately for each insurance contract that is reinsured.  Facultative reinsurance, when purchased by ceding companies, usually is intended to cover individual risks not covered by their reinsurance treaties because of the dollar limits involved or because the risk is unusual.

Both treaty and facultative reinsurance can be written on either a pro rata basis or an excess of loss basis.  Under pro rata reinsurance, the ceding company and the reinsurer share the premiums as well as the losses and expenses in an agreed proportion.  Under excess of loss reinsurance, the reinsurer indemnifies the ceding company against all or a specified portion of losses and expenses in excess of a specified dollar amount, known as the ceding company's retention or reinsurer's attachment point, generally subject to a negotiated reinsurance contract limit.


 
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In pro rata reinsurance, the reinsurer generally pays the ceding company a ceding commission.  The ceding commission generally is based on the ceding company’s cost of acquiring the business being reinsured (commissions, premium taxes, assessments and miscellaneous administrative expense and may contain profit sharing provisions, whereby the ceding commission is adjusted based on loss experience).  Premiums paid by the ceding company to a reinsurer for excess of loss reinsurance are not directly proportional to the premiums that the ceding company receives because the reinsurer does not assume a proportionate risk.  There is usually no ceding commission on excess of loss reinsurance.

Reinsurers may purchase reinsurance to cover their own risk exposure.  Reinsurance of a reinsurer's business is called a retrocession.  Reinsurance companies cede risks under retrocessional agreements to other reinsurers, known as retrocessionaires, for reasons similar to those that cause insurers to purchase reinsurance:  to reduce net liability on individual or classes of risks, protect against catastrophic losses, stabilize financial ratios and obtain additional underwriting capacity.

Reinsurance can be written through intermediaries, generally professional reinsurance brokers, or directly with ceding companies.  From a ceding company's perspective, the broker and the direct distribution channels have advantages and disadvantages.  A ceding company's decision to select one distribution channel over the other will be influenced by its perception of such advantages and disadvantages relative to the reinsurance coverage being placed.

Business Strategy.
The Company’s business strategy is to sustain its leadership position within targeted reinsurance and insurance markets, provide effective management throughout the property and casualty underwriting cycle and thereby achieve an attractive return for its stockholder.shareholders.  The Company’s underwriting strategies seek to capitalize on its i) financial strength and capacity, ii) global franchise, iii) stable and experienced management team, iv) diversified product and distribution offerings, v) underwriting expertise and disciplined approach, vi) efficient and low-cost operating structure and vii) effective enterprise risk management practices.

The Company offers treaty and facultative reinsurance and admitted and non-admitted insurance. The Company’s products include the full range of property and casualty reinsurance and insurance coverages, including marine, aviation, surety, errors and omissions liability (“E&O”), directors’ and officers’ liability (“D&O”), medical malpractice, other specialty lines, accident and health (“A&H”) and workers’ compensation.

The Company’s underwriting strategies emphasizeemphasizes underwriting profitability over premium volume.  Key elements of this strategy include careful risk selection, appropriate pricing through strict underwriting discipline and adjustment of the Company’s business mix in response to changing market conditions.  The Company focuses on reinsuring companies that effectively manage the underwriting cycle through proper analysis and pricing of underlying risks and whose underwriting guidelines and performance are compatible with its objectives.

The Company’s underwriting strategies emphasize flexibility and responsiveness to changing market conditions, such as increased demand or favorable pricing trends.conditions.  The Company believes that its existing strengths, including its broad underwriting expertise, U.S. and internationalglobal presence, strong financial ratings and substantial capital, facilitate adjustments to its mix of business geographically, by line of business and by type of coverage, allowing it to participate in those market opportunities that provide the greatest potential for underwriting profitability.  The Company’s insurance operations complement these strategies by accessing business that is not available on a reinsurance basis.  The Company carefully monitors its mix of business across all operations to avoid unacceptable geographic or other risk concentrations.


 
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Capital Transactions.
The Company’s business operations are in part dependent on its financial strength and financial strength ratings, and the market’s perception of its financial strength.  The Company’s stockholder’s equity was $3,478.6$4,572.7 million and $2,941.4$4,190.5 million at December 31, 20122014 and 2011,2013, respectively. The Company possesses significant financial flexibility with access to the debt markets and, through its ultimate parent, equity markets, as a result of its perceived financial strength, as evidenced by the financial strength ratings as assigned by independent rating agencies.  The Company’s capital position remains strong, commensurate with its financial ratings and the Company has ample liquidity to meet its financial obligations for the foreseeable future.

On October 14, 2011.July 9, 2014, Group and Holdings renewed theits shelf registration statement on Form S-3ASR with the SEC,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.

On March 19, 2009, Group announcedJune 5, 2014, Holdings issued $400,000 thousand of 30 year senior notes at 4.868%, which will mature on June 1, 2044.  The proceeds from the commencementissuance were used in part to pay off the $250,000 thousand of a cash tender offer for any and all of the 6.6% fixed to floating rate long term subordinated notes.  Upon expiration of the tender offer, the Company had reduced its outstanding debt by $161.4 million.5.40% senior notes which matured on October 15, 2014.

On March 15, 2010,May 24, 2013, Holdings elected to redeem the $200.0$329.9 million principal amount of 8.75% senior notes matured, and was paid off in cash.6.2% junior subordinated debt securities.  As a result of the early redemption, the Company incurred pre-tax expense of $7.3 million related to the immediate amortization of the remaining capitalized issuance costs on the trust preferred securities.

Financial Strength Ratings.
The following table shows the current financial strength ratings of the Company’s operating subsidiaries as reported by A.M. Best, Standard & Poor’s Financial Services, LLC (“Standard & Poor’s”) and Moody’s Investors Services, Inc. (“Moody’s”).  These ratings are based upon factors of concern to policyholders and should not be considered an indication of the degree or lack of risk involved in a direct or indirect equity investment in an insurance or reinsurance company.

All of the below-mentioned ratings are continually monitored and revised, if necessary, by each of the rating agencies.  The ratings presented in the following table were in effect as of February 28, 2013.27, 2015.

The Company believes that its ratings in general, are important to its operations becauseas they provide the Company’s customers and its investors with an independent assessment of the Company’s underlying financial strength using a rating scale that provides for relative comparisons.  Strong financial ratings are particularly important for reinsurance companies.  Ceding companies must rely on their reinsurers to pay covered losses well into the future.  As a result, a highly rated reinsurer is generally preferred.


Operating Subsidiary: A.M. Best Standard & Poor's Moody's
       
Everest Re A+ (Superior) A+ (Strong) Aa3 (Excellent)A1 (upper-medium)
Everest National A+ (Superior) A+ (Strong) Not Rated
Everest Indemnity A+ (Superior) Not Rated Not Rated
Everest Security A+ (Superior) Not Rated Not Rated
Mt. McKinley Not Rated Not Rated Not Rated


A.M. Best states that the “A+” (“Superior”) rating is assigned to those companies which, in its opinion, have a superior ability to meet their ongoing insurance policy and contract obligations based on A.M. Best’s comprehensive quantitative and qualitative evaluation of a company’s balance sheet strength, operating performance and business profile.  A.M. Best affirmed these ratings on July 25, 2014.  Standard & Poor’s states that the “A+” rating is assigned to those insurance companies which, in its opinion, have strong financial security characteristics with respect to their ability to pay under its insurance policies and contracts in accordance with their terms.  Standard & Poor’s affirmed these ratings on June 4, 2014.  Moody’s states that insurancean “A1” rating is assigned to companies rated “Aa”that, in their opinion, offer excellent financial security.  Together with the “Aaa” rated companies, “Aa” rated companies constitute whatupper-medium grade security and are generally known as high-grade companies, with “Aa” rated companies generally having somewhat larger long-term risks. On January 24, 2012,subject to low credit risk.  Moody’s affirmed the rating of Everest Re but changed the outlookthese ratings on the ratings from stable to negative reflecting their opinion ofOctober 9, 2014.

 
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the likely direction of the ratings over the medium term (12 to 18 months). Management will continue to work with Moody’s over this time to address their concerns but it is not possible to predict the potential outcome. Management does not believe that a potential one notch downgrade would have a material adverse affect on the Company’s business.

Subsidiaries other than Everest Re may not be rated by some or any rating agencies because such ratings are not considered essential by the individual subsidiary’s customers or because of the limited nature of the subsidiary’s operations.  In particular, Mt. McKinley is not rated because it is in run-off status.

Debt Ratings.
The following table shows the debt ratings by A.M. Best, Standard & Poor’s and Moody’s of the Holdings’ senior notes due October 15, 2014,June 1, 2044 and long term notes due May 1, 2067 and Everest Re Capital Trust II’s (“Capital Trust II”) trust preferred securities due March 29, 2034, allboth of which are considered investment grade.  Debt ratings are the rating agencies’ current assessment of the credit worthiness of an obligor with respect to a specific obligation.


 A.M. Best  Standard & Poor's  Moody's
Senior Notes a-(Strong)  A-(Strong)  A3Baa1(Good)(Medium Grade)
Long Term Notes bbb(Adequate)  BBB(Adequate)  Baa1Baa2(Adequate)
Trust Preferred Securitiesbbb+(Adequate)BBB(Adequate)Baa1(Adequate)(Medium Grade)


A debt rating of “a-” is assigned by A.M. Best where the issuer, in A.M. Best’s opinion, has a strong ability to meet the terms of the obligation.  A.M. Best assigns a debt rating in the “bbb” range where the issuer, in A.M. Best’s opinion, has adequate ability to meet the terms of the obligation.obligation but notes that the issue is more susceptible to changes in economic or other conditions.  Standard & Poor’s assigns a debt rating in the “A” range to issuers that exhibithave strong capacity and willingness to meet its financial commitments on obligations as they come due.but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories.  A debt rating in the “BBB” range is assigned by Standard & Poor’s where the issuers exhibitobligation exhibits adequate protection parameters although adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.  According to Moody’s, a debt rating of “A3”“Baa” is assigned to issues that are considered upper-medium-grademedium-grade obligations and subject to low credit risk.  Obligations rated “Baa1” are subject to moderate credit risk and are considered medium-grade and as such may possess certain speculative characteristics. On January 24, 2012, Moody’s affirmed the ratings of the Company’s debt but changed the outlook on the ratings from stable to negative reflecting their opinion of the potential direction of the ratings over the medium term (12 to 18 months). The Company will continue to work with Moody’s over this time to address their concerns but it is not possible to predict the potential outcome. The Company does not believe that a one notch downgrade would have a material adverse affect on the Company’s business.

Competition.
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 the Company underwriteswe 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.


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The Company competes in the U.S. and international reinsurance and insurance markets with numerous global competitors.  The Company’s 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.Lloyd’s and certain government sponsored risk transfer vehicles.  Some of these competitors have greater financial resources than the Company 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 recently, the potential for securitization of reinsurance and insurance risks through capital markets provide additional sources of potential reinsurance and insurance capacity and competition.

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Worldwide insurance and reinsurance market conditions continued to be very competitive, particularly in the property catastrophe and casualty reinsurance lines of business.  Generally, there was ample insurance and reinsurance capacity relative to demand.  Competitiondemand, as well as, additional capital from the capital markets through insurance linked financial instruments.  These financial instruments such as side cars, catastrophe bonds and its effectcollateralized reinsurance funds, provide capital markets with access to insurance and reinsurance risk exposure. The capital markets demand for these products is being primarily driven by the current low interest environment and the desire to achieve greater risk diversification and potentially higher returns on their investments.  This increased competition is generally having a negative impact on rates, terms and conditions varyconditions; however, the impact varies widely by market and coverage yet continuedcoverage.

Rates tend to be most prevalentfluctuate by specific region and products, 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 resulted in higher catastrophe rates in these areas during 2014.  Although there were flooding and wind storm events in Europe and Asia in the U.S. casualty insurance and reinsurance markets.

However, duringlatter part of 2013, the fourth quarter of 2012,overall 2013 catastrophe losses for the industry sustained significantwere lower than average.  This lower level of losses, from Superstorm Sandy andcombined with increased competition resulted in downward pressure on rates in certain geographical areas during 2014.  Catastrophe results during 2014 were also sustained significant losses during 2011 from Australian floods, the New Zealand earthquake, the earthquake and tsunami in Japan, storms in the U.S., and the Thailand floods.  It is too early to determine the longer termgenerally benign, which could have a negative impact on market conditions as a result of these events.  While the 2011 events have resulted in meaningful rate increases forworldwide regional catastrophe coverages in some global catastrophe prone regions, particularly areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for other lines of business remains to be seen.markets during 2015.

Overall, the Company believes that current marketplace conditions, particularly for catastrophe coverages, provide profit opportunities for it given its size, strong ratings, distribution system, reputation, expertise and expertise.capital market vehicle activity the current marketplace conditions provide profit opportunities.  The Company continues to employ its strategy of targeting business that offers the greatest profit potential, while maintaining balance and diversification in its overall portfolio.

Employees.
As of February 1, 2013,2015, the Company employed 644695 persons.  Management believes that employee relations are good.  None of the Company’s employees are subject to collective bargaining agreements, and the Company is not aware of any current efforts to implement such agreements.

Available Information.
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports are available free of charge through the Company’s internet website at http://www.everestregroup.com as soon as reasonably practicable after such reports are electronically filed with the SEC.

ITEM 1A.          RISK FACTORS

In addition to the other information provided in this report, the following risk factors should be considered when evaluating us.  If the circumstances contemplated by the individual risk factors materialize, our business, financial condition and results of operations could be materially and adversely affected and our ability to service our debt, our debt ratings and our ability to issue new debt could decline significantly.

RISKS RELATING TO OUR BUSINESS

Fluctuations in the financial markets could result in investment losses.

Prolonged and severe disruptions in the overall public debt and equity markets, such as occurred during 2008, could result in significant realized and unrealized losses in our investment portfolio.  For the year ended December 31, 2008, we incurred $489.2 million of realized investment losses and $276.5 million of unrealized investment losses.  Although financial markets have significantly improved since 2008, they could deteriorate in the future.  There could also be disruption in individual market sectors, such as occurred in the energy sector during the fourth quarter of 2014.  Such declines in the financial markets could result in significant realized and unrealized losses on investments and could have a material adverse impact on our results of operations, equity, business and insurer financial strength and debt ratings.

 
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Our results could be adversely affected by catastrophic events.

We are exposed to unpredictable catastrophic events, including weather-related and other natural catastrophes, as well as acts of terrorism.  Any material reduction in our operating results caused by the occurrence of one or more catastrophes could inhibit our ability to pay dividends or to meet our interest and principal payment obligations.  Subsequent to April 1, 2010, we define a catastrophe as an event that causes a loss on property exposures before reinsurance of at least $10.0 million, before corporate level reinsurance and taxes.  Prior to April 1, 2010, we used a threshold of $5.0 million.  By way of illustration, during the past five calendar years, pre-tax catastrophe losses, net of contract specific reinsurance but before cessions under corporate reinsurance programs, were as follows:


Calendar year: Pre-tax catastrophe losses  Pre-tax catastrophe losses 
(Dollars in millions)      
2014 $18.2 
2013  76.6 
2012 $235.8   235.8 
2011  798.4   798.4 
2010  267.1   267.1 
2009  23.9 
2008  202.4 

Our losses from future catastrophic events could exceed our projections.

We use projections of possible losses from future catastrophic events of varying types and magnitudes as a strategic underwriting tool.  We use these loss projections to estimate our potential catastrophe losses in certain geographic areas and decide on the purchaseplacement of retrocessional coverage or other actions to limit the extent of potential losses in a given geographic area.  These loss projections are approximations, reliant on a mix of quantitative and qualitative processes, and actual losses may exceed the projections by a material amount, resulting in a material adverse effect on our financial condition and results of operations.

If our loss reserves are inadequate to meet our actual losses, our net income would be reduced or we could incur a loss.

We are required to maintain reserves to cover our estimated ultimate liability of losses and loss adjustment expenses (“LAE”) for both reported and unreported claims incurred.  These reserves are only estimates of what we believe the settlement and administration of claims will cost based on facts and circumstances known to us.  In setting reserves for our reinsurance liabilities, we rely on claim data supplied by our ceding companies and brokers and we employ actuarial and statistical projections.  The information received from our ceding companies is not always timely or accurate, which can contribute to inaccuracies in our loss projections.  Because of the uncertainties that surround our estimates of loss and LAE reserves, we cannot be certain that ultimate losses and LAE payments will not exceed our estimates.  If our reserves are deficient, we would be required to increase loss reserves in the period in which such deficiencies are identified which would cause a charge to our earnings and a reduction of capital.  By way of illustration, during the past five calendar years, the reserve re-estimation process resulted in a decrease to our pre-tax net income in all of the years:


Calendar year: Effect on pre-tax net income 
(Dollars in millions)     
2014 $39.2  decrease 
2013  44.6  decrease 
2012  12.3  decrease 
2011  14.8  decrease 
2010  62.8  decrease 
Calendar year: Effect on pre-tax net income
(Dollars in millions)    
2012 $12.3  decrease
2011  14.8  decrease
2010  62.8  decrease
2009  70.0  decrease
2008  142.0  decrease



 
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The difficulty in estimating our reserves is significantly more challenging as it relates to reserving for potential asbestos and environmental (“A&E”) liabilities.  At year end 2012, 5.4%year-end 2014, 6.1% of our gross reserves were comprised of A&E reserves.  A&E liabilities are especially hard to estimate for many reasons, including the long delays between exposure and manifestation of any bodily injury or property damage, difficulty in identifying the source of the asbestos or environmental contamination, long reporting delays and difficulty in properly allocating liability for the asbestos or environmental damage.  Legal tactics and judicial and legislative developments affecting the scope of insurers’ liability, which can be difficult to predict, also contribute to uncertainties in estimating reserves for A&E liabilities.

The failure to accurately assess underwriting risk and establish adequate premium rates could reduce our net income or result in a net loss.

Our success depends on our ability to accurately assess the risks associated with the businesses on which the risk is retained.  If we fail to accurately assess the risks we retain, we may fail to establish adequate premium rates to cover our losses and LAE.  This could reduce our net income and even result in a net loss.

In addition, losses may arise from events or exposures that are not anticipated when the coverage is priced.  In addition to unanticipated events, we also face the unanticipated expansion of our exposures, particularly in long-tail liability lines.  An example of this is the expansion over time of the scope of insurers’ legal liability within the mass tort arena, particularly for A&E exposures discussed above.

Decreases in pricing for property and casualty reinsurance and insurance could reduce our net income.

The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market.  These cycles, as well as other factors that influence aggregate supply and demand for property and casualty insurance and reinsurance products, are outside of our control.  The supply of (re)insurance is driven by prevailing prices and levels of capacity that may fluctuate in response to a number of factors including large catastrophic losses and investment returns being realized in the insurance industry. Demand for (re)insurance is influenced by underwriting results of insurers and insureds, including catastrophe losses, and prevailing general economic conditions. If any of these factors were to result in a decline in the demand for (re)insurance or an overall increase in (re)insurance capacity, our net income could decrease.

If rating agencies downgrade the ratings of our insurance subsidiaries, future prospects for growth and profitability could be significantly and adversely affected.

Our active insurance company subsidiaries currently hold financial strength ratings assigned by third-party rating agencies which assess and rate the claims paying ability and financial strength of insurers and reinsurers. Our active subsidiaries carry an “A+” (“Superior”) rating from A.M. Best. Everest Re and Everest National hold an “A+” (“Strong”) rating from Standard & Poor’s. Everest Re holds an “Aa3”“A1” (“Excellent”upper-medium”) rating from Moody’s.  Financial strength ratings are used by client companies and agents and brokers that place the business as an important means of assessing the financial strength and quality of reinsurers. A downgrade or withdrawal of any of these ratings might adversely affect our ability to market our insurance products and could have a material and adverse effect on future prospects for growth and profitability.

On January 24, 2012, Moody’s affirmed the ratings of Everest Re but changed the outlook on the ratings from stable to negative reflecting their opinion of the likely directions of the ratings over the medium term (12 to 18 months).  We will continue to work with Moody’s over this time to address their concerns but it is not possible to predict the potential outcome.

On March 13, 2009, Standard & Poor’s downgraded its ratings of Everest Re and Everest National one level to “A+”.  It is possible that a further downgrade will occur in the future if we do not continue to meet the evolving criteria expected of our current rating. In that regard, several of the rating agencies are in the process of modifying their approaches to evaluating enterprise risk management and its impact on ratings. Therefore, we cannot predict the outcome of this reassessment or its potential impact upon our ratings.


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Consistent with market practice, much of our treaty reinsurance business allows the ceding company to terminate the contract or seek collateralization of our obligations in the event of a rating downgrade below a certain threshold.  The termination provision would generally be triggered if a rating fell below A.M. Best Company’sBest’s A- rating level, which is three levels below Everest Re’s current rating of A+. To a lesser extent, Everest Re also has modest exposure to reinsurance contracts that contain provisions for obligatory funding of outstanding liabilities in the event of a rating agency downgrade.  Those provisions would also generally be triggered if Everest Re’s rating fell below A.M. Best’s A- rating level.

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The failure of our insureds, intermediaries and reinsurers to satisfy their obligations to us could reduce our income.

In accordance with industry practice, we have uncollateralized receivables from insureds, agents and brokers and/or rely on agents and brokers to process our payments.  We may not be able to collect amounts due from insureds, agents and brokers, resulting in a reduction to net income.

We are subject to credit risk of reinsurers in connection with retrocessional arrangements because the transfer of risk to a reinsurer does not relieve us of our liability to the insured. In addition, reinsurers may be unwilling to pay us even though they are able to do so.  The failure of one or more of our reinsurers to honor their obligations to us in a timely fashion would impact our cash flow and reduce our net income and could cause us to incur a significant loss.

If we are unable or choose not to purchase reinsurance and transfer risk to reinsurers, our net income could be reduced or we could incur a net loss in the event of unusual loss experience.

We are generally less reliant on the purchase of reinsurance than many of our competitors, in part because of our strategic emphasis on underwriting discipline and management of the cycles inherent in our business.  We try to separate our risk taking process from our risk mitigation process in order to avoid developing too great a reliance on reinsurance.  WeHistorically, we generally purchasepurchased reinsurance from other third parties only when we expect a net benefit.  With the expansion of the capital markets into insurance linked financial instruments, we increased our use of capital market products for catastrophe reinsurance during 2014.  In addition, some of our quota share contracts with larger retrocessions were increased during 2014.  The percentage of business that we reinsure may vary considerably from year to year, depending on our view of the relationship between cost and expected benefit for the contract period.

We have entered into affiliated whole account quota share reinsurance agreements for 2002 through 20122014 and entered into a new quota share agreementwhich continue for 20132015 with Bermuda Re.  We believe that the terms, conditions and pricing of the quota share agreements reflect arm’s length market conditions.  In addition, we entered into a loss portfolio transfer agreement with Bermuda Re on October 1, 2008.  These affiliated reinsurance arrangements allow us to more effectively leverage our capital, expertise, distribution platform and market presence than our stand alone capital position would otherwise allow.


Percentage of ceded written premiums to gross written premiums 2012 2011 2010 2009 2008 2014 2013 2012 2011 2010
                    
Unaffiliated 6.3% 5.0% 7.4% 6.0% 6.0% 9.3% 5.0% 6.3% 5.0% 7.4%
Affiliated 46.3% 45.8% 41.1% 42.0% 36.2% 48.2% 47.3% 46.3% 45.8% 41.1%

Our affiliated quota share agreements reflect general reinsurance market terms and conditions and are negotiated on an arms’ length basis. As a result, there can be no assurance that these arrangements will continue beyond 2013.2015. If the quota shares are not renewed, we may have to reduce our premium volume and we may be more exposed to reductions in net income from large losses.


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Our industry is highly competitive and we may not be able to compete successfully in the future.

Our industry is highly competitive and subject to pricing cycles that can be pronounced. We compete globally in the United States, and international reinsurance and insurance markets with numerous 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.

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According to Standard & Poor’s, we rank among the top ten global reinsurance groups, where  more than two-thirds of the market share is concentrated.  The worldwide net premium written by the Top 40 global reinsurance groups, for both life and non-life business, was estimated to be $202 billion in 2013 according to data compiled by Standard & Poor’s.  The leaders in this market are Munich Re, Swiss Re, Hannover Rueckversicherung AG, Berkshire Hathaway Re, SCOR SE and syndicates at Lloyd’s.  Some of these competitors have greater financial resources than we do and have established long term and continuing business relationships throughout the industry, which can be a significant competitive advantage.  In addition, the lack of strong barriers to entry into the reinsurance business and the potential for securitizationentry of reinsurancealternative capital market products and insurance risks through capital marketsvehicles provide additional sources of potential reinsurance and insurance capacity and increased competition.

We are dependent on our key personnel.

Our success has been, and will continue to be, dependent on our ability to retain the services of our existing key executive officers and to attract and retain additional qualified personnel in the future.  The loss of the services of any key executive officer or the inability to hire and retain other highly qualified personnel in the future could adversely affect our ability to conduct business.  Generally, we consider key executive officers to be those individuals who have the greatest influence in setting overall policy and controlling operations: Chairman, President and Chief Executive Officer, Joseph V. Taranto (age 63), President, Dominic J. Addesso (age 59) and61), Executive Vice President and Chief Financial Officer, Craig Howie (age 51), Executive Vice President and Chief Underwriting Officer of our operating subsidiaries, John P. Doucette (age 49) and Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Sanjoy Mukherjee (age 48).  We currentlyThrough Group and its affiliates, we have employment contracts with Mr. TarantoAddesso, Mr. Doucette and Mr. Addesso.  Mr. Taranto’s contract wasMukherjee, which have been filed with the SEC and providesprovide for terms of employment ending on December 31, 2013.2016 for Mr. Addesso’s contract was filed with the SECAddesso and providesSeptember 1, 2016 for terms of employment ending December 31, 2016.Mr. Doucette and Mr. Mukherjee.

Our investment values and investment income could decline because they are exposed to interest rate, credit and market risks.

A significant portion of our investment portfolio consists of fixed income securities and smaller portions consist of equity securities and other investments.  Both the fair market value of our invested assets and associated investment income fluctuate depending on general economic and market conditions.  For example, the fair market value of our predominant fixed income portfolio generally increases or decreases inversely to fluctuations in interest rates.  The market value of our fixed income securities could also decrease as a result of a downturn in the business cycle that causes the credit quality of such securities to deteriorate.  The net investment income that we realize from future investments in fixed income securities will generally increase or decrease with interest rates.

Interest rate fluctuations also can cause net investment income from fixed income investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, to differ from the income anticipated from those securities at the time of purchase.  In addition, if issuers of individual investments are unable to meet their obligations, investment income will be reduced and realized capital losses may arise.

The majority of our fixed income securities are classified as available for sale and temporary changes in the market value of these investments are reflected as changes to our stockholder’s equity.  Our actively managed equity security portfolios are fair valued and any changes in fair value are reflected as net realized capital gains or losses.  As a result, a decline in the value of our securities reduces our capital or could cause us to incur a loss.


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We have invested a portion of our investment portfolio in equity securities. The value of these assets fluctuates with changes in the markets. In times of economic weakness, the fair value of these assets may decline, and may negatively impact net income.  We also invest in non-traditional investments which have different risk characteristics than traditional fixed income and equity securities. These alternative investments are comprised primarily of private equity limited partnerships.  The changes in value and investment income/(loss) for these partnerships may be more volatile than over-the-counter securities.

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The following table quantifies the portion of our investment portfolio that consists of fixed income securities, equity securities and investments that carry prepayment risk.


 At     At   
(Dollars in millions) December 31, 2012  % of Total  December 31, 2014 % of Total 
Mortgage-backed securities            
Commercial $52.5   0.6% $59.3   0.6%
Agency residential  683.7   7.5%  598.1   6.2%
Non-agency residential  2.3   0.0%  0.3   0.0%
Other asset-backed  46.5   0.5%  94.8   1.0%
Total asset-backed  785.0   8.6%  752.5   7.8%
Other fixed income  4,746.4   52.3%  4,540.9   47.4%
Total fixed income, at market value  5,531.4   60.9%  5,293.4   55.2%
Fixed maturities, at fair value  41.5   0.5%  1.5   0.0%
Equity securities, at fair value  1,199.8   13.2%  1,299.0   13.7%
Other invested assets, at market value  420.7   4.6%  435.0   4.5%
Other invested assets, at fair value  1,068.7   11.8%  1,655.3   17.3%
Cash and short-term investments  813.3   9.0%  888.4   9.3%
Total investments and cash $9,075.5   100.0% $9,572.6   100.0%
        
(Some amounts may not reconcile due to rounding.)        

We may experience foreign currency exchange losses that reduce our net income and capital levels.

Through our international operations, we conduct business in a variety of foreign (non-U.S.) currencies, principally the Canadian dollar and the Singapore dollar. Assets, liabilities, revenues and expenses denominated in foreign currencies are exposed to changes in currency exchange rates. Our functionalreporting currency is the U.S. dollar, and exchange rate fluctuations, especially relative to the U.S. dollar, may materially impact our results and financial position. In 2012,2014, we wrote approximately 25.1%22.3% of our coverages in non-U.S. currencies; as of December 31, 2012,2014, we maintained approximately 16.4%11.6% of our investment portfolio in investments denominated in non-U.S. currencies. During 2012, 20112014, 2013 and 2010,2012, the impact on our quarterly pre-tax net income from exchange rate fluctuations ranged from a loss of $12.2$11.5 million to a gain of $24.1 million.

We are subject to cybersecurity risks that could negatively impact our business operations.

We are dependent upon our information technology platform, including our processing systems, data and electronic transmissions in our business operations.  Security breaches could expose us to the loss or misuse of our information, litigation and potential liability.  In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper functioning of these systems could have a significant negative impact on our operations and possibly our results.  An incident could also result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers or give rise to monetary fines and other penalties, which could be significant.  Management is not aware of a cybersecurity incident that has had a material impact on our operations.


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RISKS RELATING TO REGULATION

Insurance laws and regulations restrict our ability to operate and any failure to comply with those laws and regulations could have a material adverse effect on our business.

We are subject to extensive and increasing regulation under U.S., state and foreign insurance laws.  These laws limit the amount of dividends that can be paid to us by our operating subsidiaries, impose restrictions on the amount and type of investments that we can hold, prescribe solvency, accounting and internal control standards that must be met and maintained and require us to maintain reserves.  These laws also require disclosure of material inter-affiliate transactions and require prior approval of “extraordinary” transactions.  Such “extraordinary” transactions include declaring dividends from operating subsidiaries that exceed statutory thresholds.  These laws also generally require approval of changes of control of insurance companies.  The application of these laws could affect our liquidity and ability to pay dividends, interest and
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other payments on securities, as applicable, and could restrict our ability to expand our business operations through acquisitions of new insurance subsidiaries.  We may not have or maintain all required licenses and approvals or fully comply with the wide variety of applicable laws and regulations or the relevant authority’s interpretation of the laws and regulations.  If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us.  These types of actions could have a material adverse effect on our business.  To date, no material fine, penalty or restriction has been imposed on us for failure to comply with any insurance law or regulation.

As a result of the recent dislocation of the financial markets, Congress and the Presidential administration in the United States are contemplatingimplementing changes in the way the financial services industry is regulated.  It is possible that insurance regulation will be drawn into this process, and that federal regulatory initiatives inSome of these changes are also impacting the insurance industry could emerge.industry. For example, the United States Department of Treasury has recently established the Federal Insurance Office with the authority to monitor all aspects of the insurance sector, monitor the extent to which traditionally underserved communities and consumers have access to affordable non-health insurance products, to represent the United States on prudential aspects of international insurance matters, to assist with administration of the Terrorism Risk Insurance Program and to advise on important national and international insurance matters.  In addition, regulatory bodies in Europe are developing a new capital adequacy directive for insurers and reinsurers.  The future impact of such initiatives, if any, on our operation, net income (loss) or financial condition cannot be determined at this time.

RISK RELATING TO OUR SECURITIES

Because of our holding company structure, our ability to pay dividends, interest and principal is dependent on our receipt of dividends, loan payments and other funds from our subsidiaries.

We are a holding company, whose most significant asset consists of the stock of our operating subsidiaries.  As a result, our ability to pay dividends, interest or other payments on our securities in the future will depend on the earnings and cash flows of the operating subsidiaries and the ability of the subsidiaries to pay dividends or to advance or repay funds to us.  This ability is subject to general economic, financial, competitive, regulatory and other factors beyond our control. Payment of dividends and advances and repayments from some of the operating subsidiaries are regulated by U.S., state and foreign insurance laws and regulatory restrictions, including minimum solvency and liquidity thresholds.  Accordingly, the operating subsidiaries may not be able to pay dividends or advance or repay funds to us in the future, which could prevent us from paying dividends, interest or other payments on our securities.

ITEM 1B.ITEM 1B.          UNRESOLVED STAFF COMMENTS

None.

ITEM 2.ITEM 2.            PROPERTIES

Everest Re’s corporate offices are located in approximately 230,500 square feet of leased office space in Liberty Corner, New Jersey.  The Company’s other fourteensixteen locations occupy a total of approximately 129,435130,400 square feet, all of which are leased.  Management believes that the above described office space is adequate for its current and anticipated needs.


 
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ITEM 3.ITEM 3.            LEGAL PROCEEDINGS

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.

ITEM 4.ITEM 4.            MINE SAFETY DISCLOSURES

Not applicable.

PART II

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Holder of Common Stock.
As of December 31, 2012,2014, all of the Company’s common stock was owned by Holdings Ireland and was not publicly traded.

Dividend History and Restrictions.
The Company did not pay any dividends in 2012, 20112014, 2013 and 2010.2012.  The declaration and payment of future dividends, if any, by the Company will be at the discretion of the Board of Directors and will depend upon many factors, including the Company’s earnings, financial condition, business needs and growth objectives, capital and surplus requirements of its operating subsidiaries, regulatory restrictions, rating agency considerations and other factors.  As an insurance holding company, the Company is dependent on dividends and other permitted payments from its subsidiaries to pay cash dividends to its stockholder.  The payment of dividends to Holdings by Everest Re is subject to limitations imposed by Delaware law.  Generally, Everest Re may only pay dividends out of its statutory earned surplus, which was $1.7$2.9 billion at December 31, 2012,2014, and only after it has given 10 days prior notice to the Delaware Insurance Commissioner.  During this 10-day period, the Commissioner may, by order, limit or disallow the payment of ordinary dividends if the Commissioner finds the insurer to be presently or potentially in financial distress.  Further, the maximum amount of dividends that may be paid without the prior approval of the Delaware Insurance Commissioner in any twelve month period is the greater of (1) 10% of an insurer’s statutory surplus as of the end of the prior calendar year or (2) the insurer’s statutory net income, not including realized capital gains, for the prior calendar year.  The maximum amount that is available for the payment of dividends by Everest Re in 20132015 without prior regulatory approval is $359.0$357.3 million.

Recent Sales of Unregistered Securities.

None.

ITEM 6.ITEM 6.            SELECTED FINANCIAL DATA
 
Information for Item 6 is not required pursuant to General Instruction I(2) of Form 10-K.

ITEM 7.ITEM 7.            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following is a discussion and analysis of our results of operations and financial condition.  It should be read in conjunction with the Consolidated Financial Statements and accompanying notes thereto presented under ITEM 8, “Financial Statements and Supplementary Data”.

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. 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.Lloyd’s and certain government sponsored risk transfer vehicles.  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 recently, 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 property catastrophe and casualty reinsurance lines of business.  Generally, there was ample insurance and reinsurance capacity relative to demand.  Competitiondemand, as well as, additional capital from the capital markets through insurance linked financial instruments.  These financial instruments such as side cars, catastrophe bonds and its effectcollateralized reinsurance funds, provide capital markets with access to insurance and reinsurance risk exposure. The capital markets demand for these products is being primarily driven by the current low interest environment and the desire to achieve greater risk diversification and potentially higher returns on their investments.  This increased competition is generally having a negative impact on rates, terms and conditions varyconditions; however, the impact varies widely by market and coverage yet continuedcoverage.

Rates tend to be most prevalentfluctuate by specific region and products, 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 resulted in higher catastrophe rates in these areas during 2014.  Although there were flooding and wind storm events in Europe and Asia in the U.S. casualty insurance and reinsurance markets.

However, duringlatter part of 2013, the fourth quarter of 2012,overall 2013 catastrophe losses for the industry sustained significantwere lower than average.  This lower level of losses, from Superstorm Sandy andcombined with increased competition resulted in downward pressure on rates in certain geographical areas during 2014.  Catastrophe results during 2014 were also sustained significant losses during 2011 from Australian floods, the New Zealand earthquake, the earthquake and tsunami in Japan, storms in the U.S., and the Thailand floods.  It is too early to determine the longer termgenerally benign, which could have a negative impact on market conditions as a result of these events.  While the 2011 events have resulted in meaningful rate increases forworldwide regional catastrophe coverages in some global catastrophe prone regions, particularly areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for other lines of business remains to be seen.markets during 2015.

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


 
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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 stockholder’s equity for the periods indicated:

 Years Ended December 31,  Percentage Increase/(Decrease)  Years Ended December 31, Percentage Increase/(Decrease)
(Dollars in millions) 2012  2011  2010   2012/2011   2011/2010  2014 2013 2012  2014/2013  2013/2012
Gross written premiums $3,569.4  $3,558.5  $3,467.8   0.3%  2.6% $4,965.3  $4,437.5  $3,569.4   11.9%  24.3%
Net written premiums  1,691.6   1,754.0   1,788.7   -3.6%  -1.9%  2,107.0   2,117.4   1,691.6   -0.5%  25.2%
                                        
REVENUES:                                        
Premiums earned $1,773.9  $1,793.9  $1,813.8   -1.1%  -1.1% $2,113.7  $2,006.4  $1,773.9   5.4%  13.1%
Net investment income  306.1   312.9   350.3   -2.2%  -10.7%  290.3   297.0   306.1   -2.3%  -3.0%
Net realized capital gains (losses)  391.7   (41.1)  65.3  NM  -163.0%  206.7   723.1   391.7   -71.4%  84.6%
Other income (expense)  12.1   (11.7)  12.1   -203.3%  -197.3%  (22.3)  (7.7)  12.1   188.8%  -163.6%
Total revenues  2,483.9   2,053.9   2,241.5   20.9%  -8.4%  2,588.4   3,018.8   2,483.9   -14.3%  21.5%
                                        
CLAIMS AND EXPENSES:                                        
Incurred losses and loss adjustment expenses  1,249.7   1,877.6   1,477.5   -33.4%  27.1%  1,354.1   1,272.2   1,249.7   6.4%  1.8%
Commission, brokerage, taxes and fees  310.7   338.7   335.1   -8.3%  1.1%  339.4   293.9   310.7   15.5%  -5.4%
Other underwriting expenses  170.6   154.3   139.8   10.5%  10.4%  192.0   193.5   170.6   -0.8%  13.4%
Corporate expense  8.8   6.1   5.9   44.3%  3.5%  7.3   8.3   8.8   -12.2%  -5.7%
Interest, fee and bond issue cost amortization expense  50.7   50.8   54.6   0.0%  -6.9%  38.0   45.5   50.7   -16.5%  -10.4%
Total claims and expenses  1,790.6   2,427.4   2,012.8   -26.2%  20.6%  1,930.7   1,813.3   1,790.6   6.5%  1.3%
                                        
INCOME (LOSS) BEFORE TAXES  693.3   (373.5)  228.8  NM NM  657.7   1,205.5   693.3   -45.4%  73.9%
Income tax expense (benefit)  173.0   (170.7)  (36.6)  -201.4% NM  203.6   407.2   173.0   -50.0%  135.4%
NET INCOME (LOSS) $520.3  $(202.8) $265.4  NM  -176.4% $454.1  $798.3  $520.3   -43.1%  53.4%
                                        
RATIOS:             Point Change              Point Change
Loss ratio  70.5%  104.7%  81.5%  (34.2)  23.2   64.1%  63.4%  70.5%  0.7   (7.1)
Commission and brokerage ratio  17.5%  18.9%  18.5%  (1.4)  0.4   16.1%  14.6%  17.5%  1.5   (2.9)
Other underwriting expense ratio  9.6%  8.6%  7.6%  1.0   1.0   9.0%  9.7%  9.6%  (0.7)  0.1 
Combined ratio  97.6%  132.2%  107.6%  (34.6)  24.6   89.2%  87.7%  97.6%  1.5   (9.9)
                                        
                                        
 At December 31,  Percentage Increase/ (Decrease)  At December 31, Percentage Increase/ (Decrease)
(Dollars in millions)  2012   2011   2010   2012/2011   2011/2010   2014  2013  2012  2014/2013  2013/2012
Balance sheet data:                                        
Total investments and cash $9,075.5  $8,396.3  $8,293.9   8.1%  1.2% $9,572.6  $9,495.1  $9,075.5   0.8%  4.6%
Total assets  15,088.0   14,349.2   13,845.7   5.1%  3.7%  16,322.3   15,521.0   15,088.0   5.2%  2.9%
Loss and loss adjustment expense reserves  8,143.1   8,290.6   7,652.3   -1.8%  8.3%  7,843.9   7,653.2   8,143.1   2.5%  -6.0%
Total debt  818.2   818.1   868.1   0.0%  -5.8%  638.4   488.3   818.2   30.7%  -40.3%
Total liabilities  11,609.3   11,407.8   10,717.9   1.8%  6.6%  11,749.6   11,330.5   11,609.3   3.7%  -2.4%
Stockholder's equity  3,478.6   2,941.4   3,127.7   18.3%  -6.0%  4,572.7   4,190.5   3,478.6   9.1%  20.5%
                                        
(NM, not meaningful)                                        
(Some amounts may not reconcile due to rounding)                                        

Revenues.
Premiums.  Gross written premiums increased by 0.3%11.9% to $4,965.3 million in 2014, compared to $4,437.5 million in 2013, reflecting a $588.3 million, or 18.4%, increase in our reinsurance business, partially offset by a $60.4 million, or 4.9%, decrease in our insurance business.  The increase in reinsurance premiums was mainly due to new business: quota share contracts and contracts with catastrophe exposed risks, partially offset by a negative impact of approximately $50.0 million from the movement in foreign exchange rates.  The decrease in insurance premiums was primarily due to lower crop premiums, partially offset by an increase in non-standard auto business.  Net written premiums decreased by 0.5% to $2,107.0 million in 2014 compared to $2,117.4 million in 2013.  The variances of the changes in gross written premiums compared to the changes in net written premiums is primarily due to a higher utilization of reinsurance related to the new quota share contracts.  Premiums earned increased by 5.4% to $2,113.7 million in 2014, compared to $2,006.4 million in 2013.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

15

Gross written premiums increased by 24.3% to $4,437.5 million in 2013 compared to $3,569.4 million in 2012, compared to $3,558.5reflecting a $676.5 million, or 26.8%, increase in 2011, reflecting an $80.1our reinsurance business and a $191.6 million, or 18.3%, increase in our insurance business.  The increase in reinsurance premiums was mainly due to the impact of a Florida quota share reinsurance contract as well as new business, partially offset by a $69.2 million decrease in ourincreased participations on existing business, and higher original rates on subject business.  Excluding the year over year impact of the large Florida quota share reinsurance business.contract, gross written premiums increased 16.9% and reinsurance premiums increased 16.4%, compared to the prior year.  The increase in insurance premiums was primarily due to the growth in California workers’ compensation, crop and primary A&H medical stop loss insurance, partially offset by the termination and runoff of several large casualty programs.  The decreases in reinsurance premiums was primarily due to the non-renewal of a large Florida quota share reinsurance contract and a $27.7 million decline due to movement in foreign exchange rates, partially offset by increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.non-standard auto business.  Net written premiums decreasedincreased by 3.6%25.2% to $2,117.4 million in 2013 compared to $1,691.6 million in 2012, comparedwhich is consistent with the increase in gross written premiums.  Premiums earned increased by 13.1% to $1,754.0$2,006.4 million in 2011. The variance between the changes in gross and net written premiums was primarily attributable to the growth in the crop business, for which the Company uses a higher level of reinsurance.  Premiums earned decreased by 1.1%2013, compared to $1,773.9 million in 2012 compared to
15

$1,793.9 million in 2011.2012.  Unlike written premiums, premiums earned were minimally impacted by the Florida quota share reinsurance contract.  The fluctuationschange in premiums earned in comparisonwas comparable to net written premiums, were primarily attributable to changes inexcluding the miximpact of business, particularly crop insurance which has a different premiums earning pattern.

Gross written premiums increased by 2.6% to $3,558.5 million in 2011 compared to $3,467.8 million in 2010, reflecting a $103.7 million increase in our insurance business, partially offset by a $12.9 million decrease in our reinsurance business.  The year over year increase in insurance premiums was primarily due to the acquisition of Heartland, which provided $169.6 million of new crop insurance business, our recent initiative in primary medical stop loss insurance, which added $54.0 million of premium and improved premium rates on our California workers’ compensation business, partially offset by our reduced participation on a large casualty program.  The decrease in reinsurance premiums was due to the continued reduction in U.S. casualty business, the loss of several large crop reinsurance contracts, as well as the planned reduction of catastrophe exposed business in certain territories, partially offset by higher reinstatement premiums, $24.5 million resulting from catastrophe losses and favorable foreign exchange impact, year over year, of $33.4 million.  Net written premiums decreased by 1.9% to $1,754.0 million in 2011 compared to $1,788.7 million in 2010.  The fluctuations in net written premiums relative to the change in gross written premiums were due to a combination of a higher percentage of premiums ceded under an affiliatedFlorida quota share agreement and a lower level of ceded reinsurance in the Insurance segment due to the planned reduction in one casualty program.  Premiums earned decreased 1.1% to $1,793.9 million in 2011 compared to $1,813.8 million in 2010.  The change in net premiums earned is relatively consistent with the decline in net written premiums.contract.

Net Investment Income.  Net investment income decreased by 2.2%2.3% to $306.1$290.3 million in 20122014, compared with net investment income of $312.9$297.0 million in 2011.2013.  Net pre-tax investment income, as a percentage of average invested assets, was 3.7%3.5% in 20122014 compared to 3.9%3.6% in 2011.2013. The decline in income and yield in 2014 compared to 2013 was primarily the result of a decrease in our limited partnership income and lower reinvestment rates for the fixed income portfolio,portfolios, partially offset by additional dividend incomean increase in dividends from equity investments.shares held of the parent.

Net investment income decreased 10.7%by 3.0% to $312.9$297.0 million in 20112013 compared with net investment income of $350.3$306.1 million in 2010, primarily due to a $58.2 million decline in income from our fixed maturities, reflective of reducing our municipal bond exposures and declining reinvestment rates.  These decreases were partially offset by an increase of $19.5 million in income from equities due to our expanded public equity portfolio and emerging market debt mutual funds.2012.  Net pre-tax investment income as a percentage of average invested assets was 3.9%3.6% in 20112013 compared to 4.4%3.7% in 2010.2012.  The variance in this yield wasdeclines were primarily due to lower reinvestment rates for the result of fluctuations in our limited partnership income.fixed maturities portfolio.

Net Realized Capital Gains (Losses). Net realized capital gains were $206.7 million, $723.1 million and $391.7 million net realized capitalin 2014, 2013 and 2012, respectively.  Comprising the $206.7 million, there were $251.8 million of gains from fair value re-measurements on fixed maturity, equity securities and other invested assets, partially offset by $38.9 million of other-than-temporary impairments and $6.2 million of losses were $41.1 millionfrom sales on our fixed maturity and equity securities.  The net realized capital gains of $723.1 million in 2013 were $65.3the result of $687.6 million of gains from fair value re-measurements and $35.6 million of net realized capital gains from sales on our fixed maturity and equity securities.  The net realized capital gains of $391.7 million in 2012 2011 and 2010, respectively.  Ofwere the $391.7 million, there wereresult of $364.5 million of gains from fair value re-measurements and $33.9 million of net realized capital gains from sales on our fixed maturity and equity securities, partially offset by $6.6 million of other-than-temporary impairments on our available for sale fixed maturity securities.  The net realized capital losses of $41.1 million in 2011 were the result of $16.7 million of losses from fair value re-measurements, $14.5 million of other-than-temporary impairments on our available for sale fixed maturity securities and $9.9 million of net realized capital losses from sales on our fixed maturity and equity securities.  The net realized capital gains of $65.3 million in 2010 were the result of $93.8 million of gains of fair value re-measurements, partially offset by $26.4 million of net realized capital losses from sales on our fixed maturity and equity securities and $2.1 million of other-than-temporary impairments.

Other Income (Expense).  We recorded other income of $12.1 million, other expense of $11.7$22.3 million and $7.7 million in 2014 and 2013, respectively, and other income of $12.1 million in 2012, 2011 and 2010, respectively.2012.  The changes were primarily due tothe result of fluctuations in foreign currency exchange rates for the corresponding periods and fluctuations in the amortization of deferred gains on retroactive reinsurance agreements with affiliates.periods.


 
16


Claims and Expenses.
Incurred Losses and Loss Adjustment Expenses.  The following table presents our incurred losses and loss adjustment expenses (“LAE”) for the periods indicated.


 Years Ended December 31,   Years Ended December 31,  
 Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/ Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change Year  Pt Change Years  Pt Change Incurred  Pt Change
2014                     
Attritional (a) $1,273.1   60.3%  $62.8   2.9%  $1,335.9   63.2% 
Catastrophes  41.8   2.0%   (23.6)  -1.1%   18.2   0.9% 
Total $1,314.9   62.3%  $39.2   1.8%  $1,354.1   64.1% 
                           
2013                           
Attritional (a) $1,167.6   58.2%  $27.9   1.4%  $1,195.5   59.6% 
Catastrophes  59.9   3.0%   16.7   0.8%   76.6   3.8% 
Total $1,227.5   61.2%  $44.6   2.2%  $1,272.2   63.4% 
                           
2012                                                
Attritional (a) $991.6   55.9%  $22.2   1.3%  $1,013.8   57.2%  $991.6   55.9%  $22.3   1.3%  $1,013.9   57.2% 
Catastrophes  245.9   13.9%   (10.1)  -0.6%   235.8   13.3%   245.9   13.9%   (10.1)  -0.6%   235.8   13.3% 
A&E  -   0.0%   0.1   0.0%   0.1   0.0% 
Total $1,237.5   69.8%  $12.2   0.7%  $1,249.7   70.5%  $1,237.5   69.8%  $12.2   0.7%  $1,249.7   70.5% 
                                                      
2011                           
Variance 2014/2013                           
Attritional (a) $1,073.9   59.9%  $5.3   0.3%  $1,079.2   60.2%  $105.5   2.1 pts $34.9   1.5 pts $140.4   3.6 pts
Catastrophes  788.9   44.0%   9.5   0.5%   798.4   44.5%   (18.1)  (1.0)pts  (40.3)  (1.9)pts  (58.4)  (2.9)pts
A&E  -   0.0%   -   0.0%   -   0.0% 
Total $1,862.8   103.9%  $14.8   0.8%  $1,877.6   104.7%  $87.4   1.1 pts $(5.4)  (0.4)pts $81.9   0.7 pts
                                                      
2010                           
Variance 2013/2012                           
Attritional (a) $1,144.1   63.1%  $66.2   3.7%  $1,210.4   66.7%  $176.0   2.3 pts $5.6   0.1 pts $181.6   2.4 pts
Catastrophes  270.5   14.9%   (3.4)  -0.2%   267.1   14.7%   (186.0)  (10.9)pts  26.8   1.4 pts  (159.2)  (9.5)pts
A&E  -   0.0%   -   0.0%   -   0.0% 
Total $1,414.6   78.0%  $62.8   3.5%  $1,477.5   81.5%  $(10.0)  (8.6)pts $32.4   1.5 pts $22.4   (7.1)pts
                                                      
Variance 2012/2011                           
Attritional (a) $(82.3)  (4.0)pts $16.9   1.0 pts $(65.4)  (3.0)pts
Catastrophes  (543.0)  (30.1)pts  (19.6)  (1.1)pts  (562.6)  (31.2)pts
A&E  -   - pts  0.1   - pts  0.1   - pts
Total $(625.3)  (34.1)pts $(2.6)  (0.1)pts $(627.9)  (34.2)pts
                           
Variance 2011/2010                           
Attritional (a) $(70.2)  (3.2)pts $(60.9)  (3.4)pts $(131.2)  (6.5)pts
Catastrophes  518.4   29.1 pts  12.9   0.7 pts  531.3   29.8 pts
A&E  -   - pts  -   - pts  -   - pts
Total $448.2   25.9 pts $(48.0)  (2.7)pts $400.1   23.2 pts
                           
(a) Attritional losses exclude catastrophe and A&E losses.                    
(a) Attritional losses exclude catastrophe losses.(a) Attritional losses exclude catastrophe losses.                        
(Some amounts may not reconcile due to rounding.)(Some amounts may not reconcile due to rounding.)                        (Some amounts may not reconcile due to rounding.)                        

Incurred losses and LAE decreasedincreased by 33.4%6.4% to $1,354.1 million for the year ended December 31, 2014 compared to $1,272.2 million for the year ended December 31, 2013, primarily due to increases in current year and prior years attritional losses, partially offset by a reduction in current year and prior years catastrophe losses. The increase in current year attritional losses of $105.5 million is primarily due to the impact of the increase in premiums earned.  The $62.8 million of unfavorable prior years development for 2014 is a combination of $87.4 million of development on A&E reserves and $11.3 million of development on insurance reserves, primarily related to construction liability and umbrella business, partially offset by $35.9 million of favorable development in the reinsurance segments, related primarily to treaty casualty and treaty property reserves.  The $41.8 million of current year catastrophe losses for the year ended December 31, 2014 represented 2.0 points and related to the Japan snowstorm ($13.9 million), the Chilean earthquake ($10.4 million), Hurricane Odile ($10.1 million) and the Brisbane hailstorm ($7.5 million).  The $59.9 million of current year catastrophe losses for the year ended December 31, 2013 related to U.S. storms ($22.4 million), Canadian floods ($20.4 million), Typhoon Fitow ($14.6 million) and European floods ($2.5 million).

Incurred losses and LAE increased by 1.8% to $1,272.2 million for the year ended December 31, 2013 compared to $1,249.7 million for the year ended December 31, 2012, comparedprimarily due to $1,877.6 millionincreases in 2011, representing 34.2 loss ratio points. Currentcurrent year attritional losses and unfavorable development on prior year catastrophe losses in 2013 compared to 2012, partially offset by the decline in current year catastrophe losses.  The increase in current year attritional losses of $176.0 million is primarily due to the impact of the increase in premiums earned.  Unfavorable development on prior years’ catastrophe losses of $16.7 million related mainly to Superstorm Sandy ($13.4 million).  Current year 2013 catastrophe losses (discussed above) were lower by $543.0$186.0 million, or 30.110.9 points, period over period.  The $245.9 million of current year catastrophe losses for 2012 represented 13.9 points and related to Superstorm Sandy ($203.4 million), U.S. storms ($30.0 million) and Hurricane Isaac ($12.6 million).  The $788.9 million of current year catastrophe losses for 2011 related primarily to the Japanese earthquake and tsunami ($344.1 million), the 2011 New Zealand earthquake ($166.8 million), the Thailand floods ($131.2 million), U.S. storms ($40.3 million), the 2011 Australian floods ($37.1 million) and Hurricane Irene ($22.4 million) as well as $33.4 million of IBNR reserves for these 2011 catastrophe events collectively, which were not allocated to a specific event.  During 2012, $27.4 million of the IBNR reserve was allocated to specific 2011 catastrophes, leaving $6.0 million of unallocated IBNR reserves at December 31, 2012.  Current year attritional losses decreased $82.3 million, representing 4.0 loss ratio points, due to a shift in mix of business towards excess of loss business, which generally has lower attritional losses, and the impact of year over year cessions under our affiliated quota share agreements resulting from changes in ceding percentages.

Incurred losses and LAE increased by 27.1% to $1,877.6 million in 2011 compared to $1,477.5 million in 2010.  Current year catastrophe losses increased $518.4 million (29.1 points), period over period, primarily due to 2011 losses discussed above. The $270.5 million of current year catastrophe losses for 2010 related primarily to the Chile earthquake ($196.9 million), the 2010 New Zealand earthquake ($36.4 million) and the 2010 Australia hailstorms and floods ($33.9 million).  Partially offsetting the catastrophe increase was
 
17

the decrease in attritional losses of $131.2 million, primarily due to the non-recurrence of prior years’ development, the decrease in premiums earned and changes in the mix of business.

Commission, Brokerage, Taxes and Fees.  Commission, brokerage, taxes and fees decreasedincreased by 8.3%15.5% to $310.7$339.4 million in 20122014 compared to $338.7$293.9 million in 2011.  The 2012 decrease is2013.  These changes were primarily due primarily to anthe impact of the increase in excesspremiums earned, higher contingent commissions and changes in the mix of loss business which carries a lower commission than pro rata business, and growth in crop insurance on a direct distribution basis, which has lower acquisition costs, partially offset by the one-time effect of the non-renewal of the Florida quota share and the adoption of new accounting standards concerning the accounting for acquisition costs.business.

Commission, brokerage, taxes and fees increaseddecreased by 1.1%5.4% to $338.7$293.9 million in 20112013 compared to $335.1$310.7 million in 2010.2012.  The variance2013 decline was primarily due to the result of fluctuations inimpact from the mix of business and a change in the affiliatedFlorida quota share agreement.reinsurance contract and an increase in excess of loss business in 2013 which carries a lower commission rate than pro rata business, partially offset by the impact of the increase in premiums earned.

Other Underwriting Expenses.  Other underwriting expenses were $192.0 million, $193.5 million and $170.6 million $154.3 millionin 2014, 2013 and $139.8 million in 2012, 2011 and 2010, respectively.  The increase in otherOther underwriting expense was essentially flat for 20122014 compared to 2011 was mainly due to higher employee benefit plan expenses.2013.  The increase in other underwriting expenses for 20112013 compared to 20102012 was mainly due to expensesthe impact of Heartland, which was acquired in January, 2011.higher premiums earned and higher compensation expenses.

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $8.8$7.3 million, $6.1$8.3 million and $5.9$8.8 million for the years ended December 31, 2014, 2013 and 2012, 2011 and 2010, respectively.  These increases were also primarilyThe movement in corporate expenses was mainly due to higherchanges in employee benefit plan expenses.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $38.0 million, $45.5 million and $50.7 million $50.8 millionin 2014, 2013 and $54.6 million in 2012, 2011 and 2010, respectively.  The decrease from 2010 to 2011 wasdecreases were primarily due to the maturingredemption of debt$329.9 million of trust preferred securities in March, 2010.May, 2013 and the maturity of $250.0 million of senior notes on October 15, 2014, partially offset by the impact of the issuance of $400.0 million of senior notes in June, 2014.

Income Tax Expense (Benefit).  We had incomeIncome tax expense ofexpenses was $203.6 million, $407.2 million and $173.0 million in 2014, 2013 and income2012, respectively.  Income tax benefits of $170.7 million and $36.6 million in 2012, 2011 and 2010, respectively.  Our income taxexpense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates coupled with the impact from tax-preferencedin those jurisdictions, as affected by tax-exempt investment income.  Variations in our effectivethe income tax rateexpense generally result from changes in the relative levels of pre-tax income.income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates.  The increasesdecrease in income tax expense in 2014 compared 2013 is primarily due to lower net realized capital gains and the realization of additional foreign tax credits.  The increase in tax expense were mainlybetween 2013 and 2012 is primarily due to the improvement inhigher taxable income resulting from lower catastrophe losses in 2012.  The 2012 income tax expense also reflects tax benefits of $17.5 million realized due to corrections of understatement in the deferred tax asset accountimproved underwriting margins and $31.9 million of tax benefits from a reduction in our reserve for uncertain tax positions due to the re-measurement of our exposure following the closing of an IRS audit.  The tax benefit in 2010 resulted primarily from a tax audit settlement.capital gains.

Net Income (Loss).
Our net income was $454.1 million, $798.3 million and $520.3 million in 2014, 2013 and our net loss was $202.8 million in 2012, and 2011, respectively.  The increase waschanges were primarily driven by the decline in catastrophe losses in 2012 compared to 2011.

Our net loss was $202.8 million in 2011 compared to a net income of $265.4 million in 2010.  The variance was primarily driven by higher catastrophe losses in 2011.financial component fluctuations explained above.

Ratios.
Our combined ratio increased by 1.5 points to 89.2% in 2014 compared to 87.7% in 2013.  The loss ratio component increased 0.7 points in 2014 over the same period last year, primarily due to increased current year attritional losses.  The commission and brokerage ratio components increased 1.5 points in 2014 over the same period last year primarily due to higher contingent commissions and changes in the mix of business.  The other underwriting expense ratio components decreased 0.7 points in 2014 over the same period last year.

Our combined ratio decreased by 34.69.9 points to 87.7% in 2013 compared to 97.6% in 2012 compared to 132.2% in 2011.2012.  The loss ratio component decreased 34.27.1 points in 20122013, over the same period last year primarily due to the decline$186.0 million decrease in current year catastrophe losses, in 2012 compared to 2011.which lowered the loss ratio by 10.9 points.  The commission and brokerage ratio componentcomponents decreased slightly over the same period last year2.9 points in 2013, due to an increase in excess of loss business which carries a lower commission than pro rata business and growth in crop insurance on a direct distribution basis, which has lower acquisition costs, partially offset by the one-time effect of the non-renewal ofimpact from the Florida quota share and the adoption of new accounting standards concerning the accounting for acquisition costs.reinsurance contract.  The other underwriting expense ratio component increased slightly fromremained relatively flat in 2013 over the same period last year due to higher employee benefit costs.year.



Our combined ratio increased by 24.6 points to 132.2% in 2011 compared to 107.6% in 2010.  The loss ratio component increased by 23.2 points in 2011, over the same period last year, principally due to higher current year catastrophe losses as a result of the Japan earthquake, New Zealand earthquake, Thailand floods, U.S. storms and the Australia floods.    The commission and brokerage expense ratio increased slightly to 18.9% in 2011 compared to 18.5% in 2010.  The other underwriting expense ratio component increased to 8.6% in 2011 compared to 7.6% in 2010 due primarily to the acquisition of Heartland.

Stockholder's Equity.
Stockholder'sStockholders’ equity increased by $537.2$382.2 million to $3,478.6$4,572.7 million at December 31, 20122014 from $2,941.4$4,190.5 million at December 31, 2011,2013, principally as a result of $520.3$454.1 million of net income $10.0and $11.2 million of unrealized appreciation on investments,share-based compensation transactions, partially offset by $36.1 million of net of tax, $7.0benefit plan obligation adjustments, $29.2 million of net foreign currency translation adjustments and $6.8$17.8 million of net unrealized depreciation on investments, net of tax.

Stockholder's equity increased by $711.9 million to $4,190.5 million at December 31, 2013 from $3,478.6 million at December 31, 2012, principally as a result of $798.3 million of net income, $23.6 million of net benefit plan obligation adjustments and $10.8 million of share-based compensation transactions, partially offset by $7.0$101.7 million of net benefit plan obligation adjustments.

Stockholder's equity decreased by $186.3 million to $2,941.4 million at December 31, 2011 from $3,127.7 million at December 31, 2010, principally as a result of $202.8 million of net loss, $29.5 million of net benefit plan obligation adjustments and $0.9 million of foreign currency translation adjustments, partially offset by $41.1 million of unrealized appreciationdepreciation on investments, net of tax, and $6.4$19.1 million of share-based compensation transactions.net foreign currency translation adjustments.

Consolidated Investment Results

Net Investment Income.
Net investment income decreased 2.2%2.3% to $306.1$290.3 million in 20122014 compared to $312.9$297.0 million in 2011.  The decrease was2013 primarily due to a decline in income from our fixed maturities resulting from lower reinvestment rates, partially offset by additional dividend income from equity investments.

Net investment income decreased 10.7% to $312.9 million in 2011 compared to $350.3 million in 2010, primarily due tolimited partnership investments and a $58.2 million decline in income from our fixed maturities, reflective of reducing our municipal bond exposures and declininglower reinvestment rates.  These decreases wererates, partially offset by an increase of $19.5in dividends from parent’s shares.

Net investment income decreased 3.0% to $297.0 million in 2013 compared to $306.1 million in 2012.  The decreases were primarily due to declines in income from equities due to our expanded public equity portfoliofixed maturities, reflective of declining reinvestment rates and emerging market debt mutual funds.from our limited partnership investments, partially offset by an increase in dividends from parent’s shares.

The following table shows the components of net investment income for the periods indicated:


 Years Ended December 31,  Years Ended December 31, 
(Dollars in millions) 2012  2011  2010  2014  2013  2012 
Fixed maturities $216.8  $232.3  $290.5  $207.9  $210.4  $216.8 
Equity securities  39.3   29.7   10.2   34.1   36.3   39.3 
Short-term investments and cash  1.1   1.1   0.4   1.2   1.1   1.1 
Other invested assets                        
Limited partnerships  39.7   42.3   45.5   29.7   36.7   39.7 
Dividends from Parent's shares  18.7   18.6   14.0   31.1   21.3   18.7 
Other  3.8   2.7   1.3   3.6   7.3   3.8 
Total gross investment income  319.4   326.8   361.8 
Interest debited (credited) and other expense  (13.2)  (13.9)  (11.5)
Total net investment income $306.1  $312.9  $350.3 
(Some amounts may not reconcile due to rounding)            
Gross investment income before adjustments  307.5   313.1   319.4 
Funds held interest income (expense)  5.4   6.9   4.4 
Gross investment income  313.0   320.1   323.7 
Investment expenses  (22.7)  (23.1)  (17.6)
Net investment income $290.3  $297.0  $306.1 
            
(Some amounts may not reconcile due to rounding.)            

The following table shows a comparison of various investment yields for the periods indicated:


 2014 2013 2012
Imbedded pre-tax yield of cash and invested assets at December 313.1% 3.3% 3.4%
Imbedded after-tax yield of cash and invested assets at December 312.2% 2.4% 2.4%
      
Annualized pre-tax yield on average cash and invested assets3.5% 3.6% 3.7%
Annualized after-tax yield on average cash and invested assets2.5% 2.6% 2.7%
 201220112010
Imbedded pre-tax yield of cash and invested assets at December 313.4%3.6%3.6%
Imbedded after-tax yield of cash and invested assets at December 312.4%2.7%2.8%
    
Annualized pre-tax yield on average cash and invested assets3.7%3.9%4.4%
Annualized after-tax yield on average cash and invested assets2.7%3.0%3.5%




Net Realized Capital Gains (Losses).
The following table presents the composition of our net realized capital gains (losses) for the periods indicated:


 Years Ended December 31,   2012/2011  2011/2010  Years Ended December 31,  2014/2013  2013/2012
(Dollars in millions) 2012  2011  2010  Variance Variance 2014 2013 2012 Variance Variance
Gains (losses) from sales:                                  
Fixed maturity securities, market value                                  
Gains $14.8  $38.3  $7.6  $(23.5) $30.7  $13.5  $14.4  $14.8  $(0.9) $(0.4)
Losses  (9.1)  (55.0)  (41.0)  45.9   (14.0)  (16.2)  (10.7)  (9.1)  (5.5)  (1.6)
Total  5.7   (16.7)  (33.3)  22.4   16.6   (2.7)  3.8   5.7   (6.5)  (1.9)
                                        
Fixed maturity securities, fair value                                        
Gains  6.3   1.1   0.8   5.2   0.3 
Losses  (0.6)  (2.0)  -   1.4   (2.0)
Total  5.7   (0.9)  0.8   6.6   (1.7)
                    
Equity securities, market value                    
Gains  -   0.2   -   (0.2)  0.2   1.3   0.5   6.3   0.8   (5.8)
Losses  -   (0.2)  -   0.2   (0.2)  (4.4)  (0.3)  (0.6)  (4.1)  0.3 
Total  -   -   -   -   -   (3.1)  0.2   5.7   (3.3)  (5.5)
                                        
Equity securities, fair value                                        
Gains  40.8   15.7   11.4   25.1   4.3   17.9   40.5   40.8   (22.6)  (0.3)
Losses  (18.2)  (8.0)  (5.3)  (10.2)  (2.7)  (18.3)  (8.9)  (18.2)  (9.4)  9.3 
Total  22.6   7.6   6.2   15.0   1.5   (0.4)  31.6   22.6   (32.0)  9.0 
                                        
Total net realized gains (losses) from sales                                        
Gains  61.9   55.3   19.9   6.6   35.5   32.7   55.4   61.9   (22.7)  (6.5)
Losses  (28.0)  (65.2)  (46.3)  37.2   (18.9)  (38.9)  (19.8)  (28.0)  (19.1)  8.2 
Total  33.9   (9.9)  (26.4)  43.8   16.5   (6.2)  35.6   33.9   (41.8)  1.7 
                                        
Other than temporary impairments:  (6.6)  (14.5)  (2.1)  7.9   (12.4)  (38.9)  -   (6.6)  (38.9)  6.6 
                                        
Gains (losses) from fair value adjustments:                                        
Fixed maturities, fair value  1.9   (15.5)  15.1   17.4   (30.6)  (1.5)  0.3   1.9   (1.8)  (1.6)
Equity securities, fair value  111.2   7.2   52.8   104.0   (45.6)  113.1   240.9   111.2   (127.8)  129.7 
Other invested assets, fair value  251.4   (8.4)  25.9   259.8   (34.3)  140.3   446.3   251.4   (306.0)  194.9 
Total  364.5   (16.7)  93.8   381.2   (110.5)  251.8   687.6   364.5   (435.8)  323.1 
                                        
Total net realized gains (losses) $391.7  $(41.1) $65.3  $432.8  $(106.4) $206.7  $723.1  $391.7  $(516.5) $331.4 
                                        
(Some amounts may not reconcile due to rounding)                                        

Net realized capital gains were $206.7 million, $723.1 million and $391.7 million in 2014, 2013 and 2012, respectively.  In 2014, we recorded $251.8 million of net realized capital gains due to fair value re-measurements on fixed maturity, equity securities and other invested assets, partially offset by $38.9 million of other-than-temporary impairments and $6.2 million of net realized capital losses were $41.1from sales of fixed maturity and equity securities. The fixed maturity and equity sales in 2014 related primarily to adjusting the portfolios for overall market changes and individual credit shifts along with maintaining a balanced foreign currency exposure.  In 2013, we recorded $687.6 million of gains due to fair value re-measurements on fixed maturity, equity securities and other invested assets and $35.6 million of net realized capital gains were $65.3 millionfrom sales of fixed maturity and equity securities.  The fixed maturity and equity sales in 2012, 20112013 related primarily to adjusting the portfolios for overall market changes and 2010, respectively.individual credit shifts.  In 2012, we recorded $364.5 million of gains due to fair value re-measurements on fixed maturity, equity securities and other invested assets and $33.9 million of net realized capital gains from sales of fixed maturity and equity securities, partially offset by $6.6 million of other-than-temporary impairments on fixed maturity securities.  The fixed maturity sales in 2012 related primarily to maintaining a balanced foreign currency exposure and the equity sales related primarily to reducing our equity exposure.  In 2011, we recorded $16.7 million of losses due to fair value re-measurements on fixed maturity and equity securities and other invested assets, $14.5 million of other-than-temporary impairments on fixed maturity securities and $9.9 million of net realized capital losses from sales of fixed maturity and equity securities.  In 2010, we recorded $93.8 million in gains due to fair value re-measurements on fixed maturity and equity securities and other invested assets, partially offset by $26.4 million of net realized capital losses from sales of fixed maturity and equity securities and $2.1 million of other-than-temporary impairments on fixed maturity securities.  The losses in 2011 and 2010 included the impact of selling part of our municipal bond portfolio as credit concerns arose in this market sector.  We were able to carry the 2010 realized losses back for income tax purposes to offset previously realized gains.  This carry back availability expired at the end of 2010.



Segment Results.
During the quarter ended September 30, 2011, we realigned our reporting segments to reflect recent changes in the type and volume of business written. We previously reported the results of Marine & Aviation, Surety, A&H Reinsurance and A&H Primary operations as a separate segment—Specialty Underwriting.  The A&H primary business, which is a relatively new line of business for us, has increased significantly, representing approximately 2% of premiums earned and is projected to continue to grow.  The A&H primary business is better aligned with the Insurance reporting segment based on the similarities of this business with those businesses already reflected in the Insurance segment.  The other operating units included in the Specialty Underwriting segment would have encompassed less than 8% of our premiums earned and their volume is projected to remain approximately 8%.  As a result of the size of these remaining operating units and their similarity to the business reported within U.S. Reinsurance, they have been reclassified to the U.S. Reinsurance segment.  There has been no change to the International reporting segment.  We have restated all segment information for prior years to conform to the new reporting segment structure.

The U.S. Reinsurance operation writes property and casualty reinsurance and specialty lines of business, including Marine, Aviation, Surety and 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, Singapore and through offices in Brazil, Miami and New Jersey.  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.

These segments 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.

Underwriting results include earned premium less losses and 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.

Our loss and LAE reserves are our best estimate of our ultimate liability for unpaid claims.  We re-evaluate our estimates on an ongoing basis, including all prior period reserves, taking into consideration all available information and, in particular, recently reported loss claim experience and trends related to prior periods.  Such re-evaluations are recorded in incurred losses in the period in which the re-evaluation is made.




The following discusses the underwriting results for each of our segments for the periods indicated:

U.S. Reinsurance.
The following table presents the underwriting results and ratios for the U.S. Reinsurance segment for the periods indicated.


  Years Ended December 31,  2012/2011   2011/2010  
Years Ended December 31,
 2014/2013 2013/2012
(Dollars in millions)  2012   2011   2010   Variance    % Change   Variance    % Change   2014   2013   2012   Variance   % Change   Variance   % Change 
Gross written premiums $1,310.7  $1,346.8  $1,395.4  $(36.1)  -2.7% $(48.6)  -3.5% $2,154.5  $1,826.0  $1,310.7  $328.5   18.0% $515.4   39.3%
Net written premiums  659.7   688.5   773.6   (28.8)  -4.2%  (85.1)  -11.0%  977.9   909.6   659.7   68.3   7.5%  249.9   37.9%
                                                        
Premiums earned $722.4  $697.7  $777.7  $24.6   3.5% $(80.0)  -10.3% $988.3  $842.3  $722.4  $146.0   17.3% $120.0   16.6%
Incurred losses and LAE  582.4   623.1   556.5   (40.7)  -6.5%  66.6   12.0%  545.9   424.2   582.4   121.7   28.7%  (158.3)  -27.2%
Commission and brokerage  168.6   156.0   169.3   12.6   8.1%  (13.3)  -7.9%  201.9   159.7   168.6   42.2   26.4%  (8.9)  -5.3%
Other underwriting expenses  44.8   39.3   42.5   5.5   14.0%  (3.2)  -7.6%  45.6   47.2   44.8   (1.6)  -3.4%  2.4   5.4%
Underwriting gain (loss) $(73.4) $(120.7) $9.3  $47.3   -39.2% $(130.0) NM $195.0  $211.2  $(73.4) $(16.3)  -7.7% $284.7  NM 
                                                        
                 Point Chg      Point Chg                  Point Chg      Point Chg 
Loss ratio  80.6%  89.3%  71.6%      (8.7)      17.7   55.2%  50.4%  80.6%      4.8       (30.2)
Commission and brokerage ratio  23.3%  22.4%  21.8%      0.9       0.6   20.4%  19.0%  23.3%      1.4       (4.3)
Other underwriting expense ratio  6.3%  5.6%  5.4%      0.7       0.2   4.7%  5.5%  6.3%      (0.8)      (0.8)
Combined ratio  110.2%  117.3%  98.8%      (7.1)      18.5   80.3%  74.9%  110.2%      5.4       (35.3)
                                                        
(NM, not meaningful)                                                        
(Some amounts may not reconcile due to rounding)(Some amounts may not reconcile due to rounding)                         (Some amounts may not reconcile due to rounding)                         

Premiums. Gross written premiums decreasedincreased by 2.7%18.0% to $1,310.7$2,154.5 million in 20122014 from $1,346.8$1,826.0 million in 2011,2013, primarily due to the non-renewal of a large Florida quota share reinsurance contract, partially offset by increased new business and higher premium rates on renewals,opportunities, particularly for contracts with catastrophe exposed risks.  Net written premiums decreased 4.2%increased by 7.5% to $659.7$977.9 million in 20122014 compared to $688.5$909.6 million in 2011,2013, which is in line with the decreaseincrease in gross written premiums combined with a higher use of reinsurance for catastrophe exposures.  Premiums earned increased 17.3% to $988.3 million in 2014 compared to $842.3 million in 2013.  The change in premiums earned relative to net written premiums is primarily the
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result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 39.3% to $1,826.0 million in 2013 from $1,310.7 million in 2012, primarily due to the impact of a large Florida quota share reinsurance contract, new business opportunities, particularly for contracts with catastrophe exposed risks and higher subject premium on casualty quota share business as rates began to rise in these markets.  Excluding the impact of the Florida quota share reinsurance contract, gross written premiums increased 18.9%.  Net written premiums increased by 37.9% to $909.6 million in 2013 compared to $659.7 million in 2012, which is in line with the increase in gross written premiums.  Premiums earned increased 3.5%16.6% to $842.3 million in 2013 compared to $722.4 million in 2012 compared to $697.7 million in 2011.  The variance difference between premiums2012.  Premiums earned and net written premiums is primarily attributable towere only minimally impacted by the non-renewal of the large Florida quota share reinsurance contract which had a larger negative impact on gross andthat affected written premiums.  The change in premiums earned was relatively comparable to net written premiums, increases in new business, rate increases on renewals, particularly for catastrophe exposed contracts and changes inexcluding the mix of business.impact from the Florida quota share reinsurance contract.

Gross written premiums decreased by 3.5% to $1,346.8 million in 2011 from $1,395.4 million in 2010, primarily due to reduced reinsurance premiums for accident and health, crop and marine business, partially offset by a $24.4 million increase in reinstatement premiums due to higher catastrophe loss activity in the period.  Net written premiums decreased 11.0% to $688.5 million in 2011 compared to $773.6 million in 2010, primarily due to the decrease in gross written premiums and a higher percentage of premium ceded under an affiliated quota share agreement.  Premiums earned decreased 10.3% to $697.7 million in 2011 compared to $777.7 million in 2010, primarily due to the decline in net written premiums.



Incurred Losses and LAE. The following table presents the incurred losses and LAE for the U.S. Reinsurance segment for the periods indicated.


 Years Ended December 31,   Years Ended December 31,
 Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/ Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change Year  Pt Change Years  Pt Change Incurred  Pt Change
2014                     
Attritional $495.8   50.3%  $59.2   5.9%  $555.0   56.2% 
Catastrophes  6.3   0.6%   (15.4)  -1.6%   (9.1)  -1.0% 
Total segment $502.1   50.9%  $43.8   4.3%  $545.9   55.2% 
                           
2013                           
Attritional $400.5   47.6%  $(21.0)  -2.5%  $379.5   45.1% 
Catastrophes  25.9   3.1%   18.8   2.2%   44.7   5.3% 
Total segment $426.4   50.6%  $(2.2)  -0.3%  $424.2   50.4% 
                           
2012                                                
Attritional $349.6   48.4%  $1.0   0.1%  $350.5   48.5%  $349.6   48.4%  $1.1   0.1%  $350.6   48.5% 
Catastrophes  235.3   32.6%   (3.6)  -0.5%   231.7   32.1%   235.3   32.6%   (3.6)  -0.5%   231.7   32.1% 
A&E  -   0.0%   0.1   0.0%   0.1   0.0% 
Total segment $584.9   81.0%  $(2.5)  -0.4%  $582.4   80.6%  $584.9   81.0%  $(2.5)  -0.4%  $582.4   80.6% 
                                                      
2011                           
Variance 2014/2013                           
Attritional $399.5   57.2%  $37.4   5.4%  $436.9   62.6%  $95.3   2.7 pts $80.2   8.4 pts $175.5   11.1 pts
Catastrophes  176.6   25.3%   9.6   1.4%   186.2   26.7%   (19.6)  (2.5)pts  (34.2)  (3.8)pts  (53.8)  (6.3)pts
A&E  -   0.0%   -   0.0%   -   0.0% 
Total segment $576.1   82.5%  $47.0   6.8%  $623.1   89.3%  $75.7   0.3 pts $46.0   4.6 pts $121.7   4.8 pts
                                                      
2010                           
Variance 2013/2012                           
Attritional $469.5   60.4%  $63.3   8.1%  $532.8   68.5%  $50.9   (0.8)pts $(22.1)  (2.6)pts $28.9   (3.4)pts
Catastrophes  17.5   2.3%   6.2   0.8%   23.7   3.1%   (209.4)  (29.5)pts  22.4   2.7 pts  (187.0)  (26.8)pts
A&E  -   0.0%   -   0.0%   -   0.0% 
Total segment $487.0   62.7%  $69.5   8.9%  $556.5   71.6% 
                           
Variance 2012/2011                           
Attritional $(49.9)  (8.8)pts $(36.4)  (5.3)pts $(86.4)  (14.1)pts
Catastrophes  58.7   7.3 pts  (13.2)  (1.9)pts  45.5   5.4 pts
A&E  -   - pts  0.1   - pts  0.1   - pts
Total segment $8.8   (1.5)pts $(49.5)  (7.2)pts $(40.7)  (8.7)pts
                           
Variance 2011/2010                           
Attritional $(70.0)  (3.2)pts $(25.9)  (2.7)pts $(95.9)  (5.9)pts
Catastrophes  159.1   23.0 pts  3.4   0.6 pts  162.5   23.6 pts
A&E  -   - pts  -   - pts  -   - pts
Total segment $89.1   19.8 pts $(22.5)  (2.1)pts $66.6   17.7 pts $(158.5)  (30.5)pts $0.3   0.1 pts $(158.3)  (30.2)pts
                                                      
(Some amounts may not reconcile due to rounding.)(Some amounts may not reconcile due to rounding.)                        (Some amounts may not reconcile due to rounding.)                        

Incurred losses decreased 6.5%increased by 28.7% to $582.4$545.9 million in 20122014 compared to $623.1$424.2 million in 2011,2013, primarily due to a decreasethe increase in current year attritional losses of $86.4$95.3 million (14.1 points)resulting primarily from the impact of the increase in premiums earned and less favorable development of $80.2 million on prior years’ attritional losses in 2014 compared to 2013, mainly related to an increase in A&E reserves.  This increase was partially offset by the $58.7a favorable development of $34.2 million (7.3 points) increaseon prior year catastrophe losses in 2014 compared to 2013, mainly related to Superstorm Sandy, and a decrease of $19.6 million in current year catastrophe losses.  The $6.3 million of current year catastrophe losses in 2014 related to the Japan snowstorm ($3.9 million) and Hurricane Odile ($2.4 million).  The $25.9 million of current year catastrophe losses in 2013 were mainly due to U.S. Storms ($22.4 million), the European floods ($2.5 million) and the Canadian Floods ($1.0 million).

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Incurred losses decreased by 27.2% to $424.2 million in 2013 compared to $582.4 million in 2012, primarily due to the decrease in current year catastrophe losses, partially offset by an increase of $50.9 million in current year attritional losses decreased $49.9 million due primarily to a shift in business to excess of loss contracts which generally have lower attritional losses than pro rata contracts and prior years’ attritional losses decreased by $36.4 million due to less reserve developmentthe impact of the increase in 2012.premiums earned.  Current year 2013 catastrophe losses (discussed above) were lower by $209.4 million, or 29.5 points, period over period.  The $235.3 million of current year catastrophe losses for 2012 related to Superstorm Sandy ($193.5 million), U.S. storm lossesstorms ($29.9 million) and Hurricane Isaac ($11.9 million).  The $176.6 million ofDespite the increase in current year catastropheattritional losses, for 2011 related primarily to the Japanese earthquake and tsunami ($48.3 million), the 2011 New Zealand earthquake ($42.4 million), U.S. storms ($39.6 million), Hurricane Irene ($18.4 million), the Thailand floods ($11.4 million) and the 2011 Australian floods ($3.9 million).

Incurred losses were $66.6 million (17.7 points) higher at $623.1 million in 2011 compared to $556.5 million in 2010, primarily as a result of the $159.1 million (23.0 points) increase in 2011 current year catastrophe losses discussed above. The $17.5 million of current year catastrophe losses for 2010 related primarily to the Chile earthquake ($9.0 million) and the 2010 New Zealand earthquake ($8.4 million).   Partially offsetting this increase, the current year attritional lossesloss ratio decreased $70.0 million (3.2 points), primarily0.8 points due to athe continued shift in the mix of business with a higher level ofto excess of loss business in the current year,contracts which carries agenerally have lower attritional loss ratio,losses than pro rata business as well as the decline in earned premiums.


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Segment Expenses.  Commission and brokerage expenses increased 8.1%by 26.4% to $168.6$201.9 million in 20122014 compared to $156.0$159.7 million in 2011.2013.  These variances were primarily due to the increaseimpact of the increases in premiums earned, higher contingent commissions and changes in the effect resulting from commissionsmix of the non-renewed Florida quota share contract.business.  Segment other underwriting expenses increaseddecreased slightly to $44.8$45.6 million in 2012 compared to $39.32014 from $47.2 million for the same period in 2011.  These increases were primarily due to higher share-based compensation and employee benefit plan expenses.2013.

Commission and brokerage expenses decreased 7.9%5.3% to $156.0$159.7 million in 20112013 compared to $169.3$168.6 million in 2010.  This decrease2012.  The year over year change was primarily due to the declineimpact from the large Florida quota share reinsurance contract as well as the adoption of new accounting standards concerning the accounting for acquisition costs, which increased expenses in 2012, partially offset by the impact of the increase in premiums earned.  Segment other underwriting expenses decreasedincreased to $39.3$47.2 million in 2011 compared to $42.52013 from $44.8 million for the same period in 2010.  This decline was2012, primarily due to reduced operating costs for the segment.increased compensation expenses and higher premiums earned.

International.
The following table presents the underwriting results and ratios for the International segment for the periods indicated.

  
Years Ended December 31,
 2014/2013 2013/2012
(Dollars in millions)  2014  2013  2012  Variance  % Change  Variance  % Change
Gross written premiums $1,630.4  $1,370.6  $1,209.5  $259.8   19.0% $161.1   13.3%
Net written premiums  612.2   610.1   550.7   2.2   0.4%  59.4   10.8%
                             
Premiums earned $601.0  $591.7  $572.5  $9.3   1.6% $19.2   3.4%
Incurred losses and LAE  358.0   315.9   261.5   42.1   13.3%  54.5   20.8%
Commission and brokerage  119.7   114.3   124.6   5.3   4.7%  (10.2)  -8.2%
Other underwriting expenses  34.6   33.9   29.3   0.7   2.0%  4.6   15.8%
Underwriting gain (loss) $88.7  $127.5  $157.1  $(38.9)  -30.5% $(29.6)  -18.8%
                             
                  Point Chg      Point Chg 
Loss ratio  59.6%  53.4%  45.7%      6.2       7.7 
Commission and brokerage ratio  19.9%  19.3%  21.8%      0.6       (2.5)
Other underwriting expense ratio  5.7%  5.7%  5.0%      -       0.7 
Combined ratio  85.2%  78.4%  72.5%      6.8       5.9 
                             
(Some amounts may not reconcile due to rounding)                         

  Years Ended December 31,   2012/2011   2011/2010 
(Dollars in millions) 2012  2011  2010  Variance  % Change  Variance  % Change 
Gross written premiums $1,209.5  $1,242.6  $1,207.0  $(33.1)  -2.7% $35.7   3.0%
Net written premiums  550.7   615.1   641.4   (64.3)  -10.5%  (26.3)  -4.1%
                             
Premiums earned $572.5  $636.7  $626.3  $(64.2)  -10.1% $10.4   1.7%
Incurred losses and LAE  261.5   856.1   561.9   (594.7)  -69.5%  294.3   52.4%
Commission and brokerage  124.6   142.3   136.2   (17.7)  -12.5%  6.1   4.5%
Other underwriting expenses  29.3   27.3   27.6   2.0   7.3%  (0.3)  -1.2%
Underwriting gain (loss) $157.1  $(389.0) $(99.4) $546.2   -140.4% $(289.6) NM
                             
                  Point Chg      Point Chg 
Loss ratio  45.7%  134.5%  89.7%      (88.8)      44.8 
Commission and brokerage ratio  21.8%  22.3%  21.7%      (0.5)      0.6 
Other underwriting expense ratio  5.0%  4.3%  4.5%      0.7       (0.2)
Combined ratio  72.5%  161.1%  115.9%      (88.6)      45.2 
                             
(Some amounts may not reconcile due to rounding)                         
Premiums. Gross written premiums increased by 19.0% to $1,630.4 million in 2014 compared to $1,370.6 million in 2013, primarily due to new quota share contracts, partially offset by the negative impact of approximately $47.9 million from the movement of foreign exchange rates.  Net written premiums increased by 0.4% to $612.2 million in 2014 compared to $610.1 million in 2013.  The variance of the change in gross written premiums compared to the change in net written premiums is due to a higher utilization of reinsurance related to the new quota share contracts.  Premiums earned increased 1.6% to $601.0 million in 2014 compared to $591.7 million in 2013.  The change in premiums earned relative to net written premiums is primarily the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

23

Gross written premiums increased by 13.3% to $1,370.6 million in 2013 compared to $1,209.5 million in 2012, primarily due to growth in Latin and South America business.  Net written premiums increased by 10.8% to $610.1 million in 2013 compared to $550.7 million in 2012, which is consistent with the increase in gross written premiums.  Premiums earned increased 3.4% to $591.7 million in 2013 compared to $572.5 million in 2012.  The change in premiums earned relative to net written premiums is primarily the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Incurred Losses and LAE. The following table presents the incurred losses and LAE for the International segment for the periods indicated.

  Years Ended December 31,
  Current  Ratio %/   Prior  Ratio %/   Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2014                     
Attritional $338.4   56.4%  $(7.7)  -1.3%  $330.7   55.1% 
Catastrophes  35.5   5.9%   (8.2)  -1.4%   27.3   4.5% 
Total segment $373.9   62.3%  $(15.9)  -2.7%  $358.0   59.6% 
                            
2013                           
Attritional $307.3   51.9%  $(23.9)  -4.0%  $283.4   47.9% 
Catastrophes  33.6   5.7%   (1.1)  -0.2%   32.5   5.5% 
Total segment $340.9   57.6%  $(25.0)  -4.2%  $315.9   53.4% 
                            
2012                           
Attritional $270.4   47.3%  $(8.4)  -1.5%  $262.0   45.9% 
Catastrophes  6.0   1.0%   (6.5)  -1.1%   (0.5)  -0.1% 
Total segment $276.4   48.4%  $(14.9)  -2.6%  $261.5   45.7% 
                            
Variance 2014/2013                           
Attritional $31.1   4.5 pts $16.2   2.7 pts $47.3   7.2 pts
Catastrophes  1.9   0.2 pts  (7.1)  (1.2)pts  (5.2)  (1.0)pts
Total segment $33.0   4.7 pts $9.1   1.5 pts $42.1   6.2 pts
                            
Variance 2013/2012                           
Attritional $36.9   4.6 pts $(15.5)  (2.5)pts $21.4   2.0 pts
Catastrophes  27.6   4.7 pts  5.4   0.9 pts  33.0   5.6 pts
Total segment $64.5   9.2 pts $(10.1)  (1.6)pts $54.5   7.7 pts
                            
(Some amounts may not reconcile due to rounding.)                        

Incurred losses and LAE increased by 13.3% to $358.0 million in 2014 compared to $315.9 million in 2013, primarily due to an increase of $31.1 million in current year attritional losses, related to additional losses in the Middle East, Africa and Latin America. The $35.5 million of current year catastrophe losses for 2014 were due to the Chilean earthquake ($10.4 million), Japan snowstorm ($10.0 million), Hurricane Odile ($7.7 million) and Brisbane hailstorm ($7.5 million).  The $33.6 million of current year catastrophe losses for 2013 were due to Canadian floods ($19.0 million) and Typhoon Fitow ($14.6 million).

Incurred losses and LAE increased by 20.8% to $315.9 million in 2013 compared to $261.5 million in 2012, representing 7.7 loss ratio points, due to increases in current year attritional losses and current year catastrophe losses in 2013 (discussed above).  The current year catastrophe losses of $6.0 million in 2012 related primarily to Superstorm Sandy ($5.9 million).  The current year attritional losses increased by $36.9 million primarily due to the impact of the increase in premiums earned.

Segment Expenses. Commission and brokerage increased 4.7% to $119.7 million in 2014 compared to $114.3 million in 2013. This increase was primarily due to the impact of the increase in premiums earned.  Segment other underwriting expenses slightly increased to $34.6 million in 2014 compared to $33.9 million in 2013.

24

Commission and brokerage decreased 8.2% to $114.3 million in 2013 compared to $124.6 million in 2012.  This decrease was primarily due to the shift in the mix of business towards property catastrophe and excess of loss business, which have lower commission rates, partially offset by the impact of the increase in premiums earned.  Segment other underwriting expenses increased to $33.9 million in 2013 compared to $29.3 million in 2012.  These increases related primarily to the impact of higher premiums earned and higher compensation costs

Insurance.
The following table presents the underwriting results and ratios for the Insurance segment for the periods indicated.

  
Years Ended December 31,
 2014/2013 2013/2012
(Dollars in millions) 2014 2013 2012 Variance % Change Variance % Change
Gross written premiums $1,180.4  $1,240.8  $1,049.2  $(60.4)  -4.9% $191.6   18.3%
Net written premiums  516.9   597.7   481.2   (80.9)  -13.5%  116.6   24.2%
                             
Premiums earned $524.4  $572.3  $479.0  $(47.9)  -8.4% $93.3   19.5%
Incurred losses and LAE  450.2   532.0   405.8   (81.9)  -15.4%  126.2   31.1%
Commission and brokerage  17.8   19.8   17.5   (2.0)  -10.1%  2.3   13.1%
Other underwriting expenses  111.8   112.4   96.5   (0.6)  -0.5%  15.9   16.4%
Underwriting gain (loss) $(55.4) $(92.0) $(40.9) $36.6   -39.7% $(51.1)  125.1%
                             
                  Point Chg      Point Chg 
Loss ratio  85.8%  93.0%  84.7%      (7.2)      8.3 
Commission and brokerage ratio  3.4%  3.5%  3.7%      (0.1)      (0.2)
Other underwriting expense ratio  21.4%  19.6%  20.1%      1.8       (0.5)
Combined ratio  110.6%  116.1%  108.5%      (5.5)      7.6 
                             
(Some amounts may not reconcile due to rounding)                         

Premiums. Gross written premiums decreased by 2.7%4.9% to $1,209.5$1,180.4 million in 20122014 compared to $1,242.6$1,240.8 million in 2011,2013.  This decrease was primarily due todriven by a shiftdecline in crop business, partially offset by an increase in the mix of business towards excess of loss business, which generates a lower premium rate commensurate with lower loss exposure, a $25.0 million decline due to the impact of foreign exchange rate movement and a lower level of reinstatement premiums in 2012.non-standard auto business.  Net written premiums decreased by 10.5%13.5% to $550.7$516.9 million in 20122014 compared to $615.1$597.7 million in 2011, primarily due to2013.  The variance of the declinechange in gross written premiums and the impact of changes in our affiliated quota share agreements.  Premiums earned decreased by 10.1% to $572.5 million in 2012 compared to $636.7 million in 2011.  The change in premiums earned is comparable to the change in net written premiums.premiums is due to changes in the utilization of reinsurance, particularly on the crop business.  Premiums earned decreased 8.4% to $524.4 million in 2014 compared to $572.3 million in 2013.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 3.0%18.3% to $1,242.6$1,240.8 million in 20112013 compared to $1,207.0$1,049.2 million in 2010,2012.  This increase was primarily due to the effects of foreign exchange.  Eliminating this effect, premiums were essentially flat.  Growth from increased rate levels, particularly in regions recently affecteddriven by catastrophe losses was offset by the termination of business that did not meet our current pricing targets.California workers’ compensation, crop and non-standard auto business.  Net written premiums decreasedincreased by 4.1%24.2% to $615.1$597.7 million in 20112013 compared to $641.4$481.2 million in 2010, primarily2012.  The larger increase in net written premiums compared to gross written premiums is mainly due to less use of reinsurance, particularly on the change in our affiliated quota share agreement.crop business.  Premiums earned increased by 1.7%19.5% to $636.7$572.3 million in 20112013 compared to $626.3$479.0 million in 2010.2012.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.



Incurred Losses and LAE. The following table presents the incurred losses and LAE for the International segment for the periods indicated.


  Years Ended December 31,  
  Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2012                     
Attritional $270.4   47.3%  $(8.4)  -1.5%  $262.0   45.9% 
Catastrophes  6.0   1.0%   (6.5)  -1.1%   (0.5)  -0.1% 
Total segment $276.4   48.4%  $(14.9)  -2.6%  $261.5   45.7% 
                            
2011                           
Attritional $302.8   47.6%  $(56.8)  -8.9%  $246.0   38.7% 
Catastrophes  610.5   95.9%   (0.3)  -0.1%   610.2   95.8% 
Total segment $913.3   143.5%  $(57.1)  -9.0%  $856.1   134.5% 
                            
2010                           
Attritional $345.4   55.1%  $(26.9)  -4.3%  $318.5   50.8% 
Catastrophes  253.0   40.4%   (9.6)  -1.5%   243.4   38.9% 
Total segment $598.4   95.5%  $(36.5)  -5.8%  $561.9   89.7% 
                            
Variance 2012/2011                           
Attritional $(32.4)  (0.3)pts $48.4   7.4 pts $16.0   7.2 pts
Catastrophes  (604.5)  (94.9)pts  (6.2)  (1.0)pts  (610.7)  (95.9)pts
Total segment $(636.9)  (95.1)pts $42.2   6.4 pts $(594.6)  (88.8)pts
                            
Variance 2011/2010                           
Attritional $(42.6)  (7.5)pts $(29.9)  (4.6)pts $(72.5)  (12.1)pts
Catastrophes  357.5   55.5 pts  9.3   1.4 pts  366.8   56.9 pts
Total segment $314.9   48.0 pts $(20.6)  (3.2)pts $294.2   44.8 pts
                            
(Some amounts may not reconcile due to rounding.)                        


Incurred losses and LAE decreased 69.5% to $261.5 million in 2012 compared to $856.1 million in 2011, representing 88.8 loss ratio points.  The decrease was principally due to a $604.5 million (94.9 points) decrease in current year catastrophes.  The $6.0 million of 2012 current year catastrophes related primarily to Superstorm Sandy ($5.9 million).  The $610.5 million of 2011 current year catastrophes related primarily to the Japanese earthquake and tsunami ($295.8 million), the 2011 New Zealand earthquake ($124.4 million), the Thailand floods ($119.8 million) and the 2011 Australian flood ($33.2 million).  Attritional losses increased by $16.0 million (7.2 points) primarily due to less favorable reserve development in 2012 than in 2011.

Incurred losses and LAE increased 52.4% to $856.1 million in 2011 compared to $561.9 million in 2010.  The increase was principally due to a $357.5 million (55.5 points) increase in 2011 current year catastrophes as discussed above.  The $253.0 million of current year catastrophe losses for 2010 related primarily to the Chile earthquake ($187.8 million), the 2010 Australian hailstorms and floods ($33.8 million) and the 2010 New Zealand earthquake ($28.0 million).  Current year attritional losses decreased by $42.6 million (7.5 points), primarily due to a shift in the mix of business towards property, catastrophe and excess of loss business, which generally carries a lower loss ratio.  Prior years’ attritional losses decreased by $29.9 million (4.6 points) due to favorable development on non-catastrophe property business in Singapore and other international markets.

Segment Expenses. Commission and brokerage expenses decreased 12.5% to $124.6 million in 2012 compared to $142.3 million in 2011.  This is consistent with the reduction in earned premium and a shift in the mix of business towards property catastrophe and excess of loss business which have lower commission rates.  Segment other underwriting expenses increased to $29.3 million in 2012 compared to $27.3 million in 2011.  The increases relate to higher personnel benefit costs.




Commission and brokerage expenses increased 4.5% to $142.3 million in 2011 compared to $136.2 million in 2010.  These variances were due to the changes in premiums and the mix of business.  Segment other underwriting expenses decreased slightly to $27.3 million in 2011 compared to $27.6 million in 2010.

Insurance.
The following table presents the underwriting results and ratios for the Insurance segment for the periods indicated.


  Years Ended December 31,    2012/2011   2011/2010 
(Dollars in millions) 2012  2011  2010  Variance  % Change  Variance  % Change 
Gross written premiums $1,049.2  $969.1  $865.4  $80.1   8.3% $103.7   12.0%
Net written premiums  481.2   450.4   373.7   30.8   6.8%  76.6   20.5%
                             
Premiums earned $479.0  $459.4  $409.8  $19.6   4.3% $49.6   12.1%
Incurred losses and LAE  405.8   398.4   359.0   7.5   1.9%  39.3   10.9%
Commission and brokerage  17.5   40.4   29.6   (22.8)  -56.5%  10.8   36.5%
Other underwriting expenses  96.5   87.7   69.7   8.8   10.0%  18.1   25.9%
Underwriting gain (loss) $(40.9) $(67.0) $(48.5) $26.2   -39.0% $(18.5)  38.3%
                             
                  Point Chg      Point Chg 
Loss ratio  84.7%  86.7%  87.6%      (2.0)      (0.9)
Commission and brokerage ratio  3.7%  8.8%  7.2%      (5.1)      1.6 
Other underwriting expense ratio  20.1%  19.1%  17.0%      1.0       2.1 
Combined ratio  108.5%  114.6%  111.8%      (6.1)      2.8 
                             
(Some amounts may not reconcile due to rounding)                         


Premiums. Gross written premiums increased by 8.3% to $1,049.2 million in 2012 compared to $969.1 million in 2011.  This increase was primarily driven by crop and primary A&H medical stop loss business, partially offset by the termination and runoff of several large casualty programs.  Net written premiums increased 6.8% to $481.2 million in 2012 compared to $450.4 million for 2011.  The lower increase in net written premiums in comparison to gross written premiums is primarily attributable to a higher level of reinsurance employed for the crop business.  Premiums earned increased 4.3% to $479.0 million in 2012 compared to $459.4 million in 2011.  The change in premiums earned is relatively consistent with the increase in net written premiums.

Gross written premiums increased by 12.0% to $969.1 million in 2011 compared to $865.4 million in 2010.  This was due to strategic portfolio changes with growth in short-tail business, primarily driven by the acquisition of Heartland, which provided $169.6 million of new crop insurance premium in 2011 and $54.0 million growth in A&H primary business, partially offset by the reduction of a large casualty program.  Net written premiums increased 20.5% to $450.4 million in 2011 compared to $373.7 million for the same period in 2010 due to higher gross premiums and reduced levels of ceded reinsurance, primarily due to the reduction of the large casualty program.  Premiums earned increased 12.1% to $459.4 million in 2011 compared to $409.8 million in 2010.  The change in premiums earned is consistent with the change in net written premiums.



Incurred Losses and LAE. The following table presents the incurred losses and LAE for the Insurance segment for the periods indicated.

  Years Ended December 31,
  Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2014                     
Attritional $438.8   83.6%  $11.3   2.2%  $450.2   85.8% 
Catastrophes  -   0.0%   -   0.0%   -   0.0% 
Total segment $438.8   83.6%  $11.3   2.2%  $450.2   85.8% 
                            
2013                           
Attritional $459.8   80.4%  $72.9   12.7%  $532.6   93.2% 
Catastrophes  0.5   0.1%   (1.0)  -0.2%   (0.6)  -0.1% 
Total segment $460.2   80.5%  $71.8   12.5%  $532.0   93.0% 
                            
2012                           
Attritional $371.6   77.5%  $29.6   6.2%  $401.2   83.7% 
Catastrophes  4.6   1.0%   -   0.0%   4.6   1.0% 
Total segment $376.2   78.4%  $29.6   6.2%  $405.8   84.7% 
                            
Variance 2014/2013                           
Attritional $(21.0)  3.2 pts $(61.6)  (10.5)pts $(82.4)  (7.4)pts
Catastrophes  (0.5)  (0.1)pts  1.0   0.2 pts  0.6   0.1 pts
Total segment $(21.4)  3.1 pts $(60.5)  (10.3)pts $(81.9)  (7.2)pts
                            
Variance 2013/2012                           
Attritional $88.2   2.9 pts $43.3   6.5 pts $131.4   9.5 pts
Catastrophes  (4.1)  (0.9)pts  (1.0)  (0.2)pts  (5.2)  (1.1)pts
Total segment $84.0   2.1 pts $42.2   6.3 pts $126.2   8.3 pts
                            
(Some amounts may not reconcile due to rounding.)                        

  Years Ended December 31,  
  Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2012                     
Attritional $371.6   77.5%  $29.6   6.2%  $401.2   83.7% 
Catastrophes  4.6   1.0%   -   0.0%   4.6   1.0% 
Total segment $376.2   78.4%  $29.6   6.2%  $405.8   84.7% 
                            
2011                           
Attritional $371.7   80.9%  $24.7   5.4%  $396.4   86.3% 
Catastrophes  1.8   0.4%   0.2   0.0%   2.0   0.4% 
Total segment $373.5   81.3%  $24.9   5.4%  $398.4   86.7% 
                            
2010                           
Attritional $329.2   80.3%  $29.9   7.3%  $359.0   87.6% 
Catastrophes  -   0.0%   -   0.0%   -   0.0% 
Total segment $329.2   80.3%  $29.9   7.3%  $359.0   87.6% 
                            
Variance 2012/2011                           
Attritional $(0.1)  (3.4)pts $4.9   0.8 pts $4.8   (2.6)pts
Catastrophes  2.8   0.6 pts  (0.2)  - pts  2.6   0.6 pts
Total segment $2.7   (2.9)pts $4.7   0.8 pts $7.4   (2.0)pts
                            
Variance 2011/2010                           
Attritional $42.5   0.6 pts $(5.2)  (1.9)pts $37.3   (1.3)pts
Catastrophes  1.8   0.4 pts  0.2   - pts  2.0   0.4 pts
Total segment $44.3   1.0 pts $(5.0)  (1.9)pts $39.3   (0.9)pts
                            
(Some amounts may not reconcile due to rounding.)                        

Incurred losses and LAE decreased by 15.4% to $450.2 million in 2014 compared to $532.0 million in 2013, mainly due to a decrease of $61.6 million of prior years’ attritional losses which mainly related to development on workers’ compensation, constructions liability and umbrella business in 2013, which did not recur to the same extent in 2014 and by a decrease of $21.0 million in current year attritional losses, which were mainly related to the decline in the crop book of business.  There were no current year catastrophe losses in 2014.  The $0.5 million of current year catastrophe losses for 2013 were due to the Canadian floods.

Incurred losses and LAE increased by 1.9%31.1% to $532.0 million in 2013 compared to $405.8 million in 2012 mainly due to increases in current year attritional losses and higher unfavorable prior year development on attritional losses in 2013 compared to $398.42012.  The current year attritional losses increased by $88.2 million in 2011. This was primarily due to an increasethe impact of $4.8higher premiums earned and a higher current year attritional loss ratio on the crop book, which was impacted by a decline in corn commodity prices and lower yields in several of our key states.  The prior year development on attritional losses was primarily related to workers’ compensation, construction liability and umbrella business. The construction liability and umbrella development related to programs that were discontinued several years ago.  Current year catastrophe losses were $0.5 million in attritional losses resulting primarily from higher prior years’ losses in 2012 resulting from development on excess casualty and workers’ compensation reserves and a $2.82013, due to Canadian floods.  The $4.6 million increase inof current year catastrophe losses for 2012 were primarily due primarily to Superstorm Sandy ($4.0 million).

Incurred losses and LAE increased by 10.9% to $398.4 million in 2011 compared to $359.0 million in 2010.  This increase was primarily due to an increase of $42.5 million (0.6 points) in current year attritional losses primarily due to higher net premiums earned.  The $24.7 million of prior years’ development was primarily attributable to excess casualty and California workers’ compensation reserves.

Segment Expenses. Commission and brokerage expenses decreased 56.5%10.1% to $17.5$17.8 million in 20122014 compared to $40.4$19.8 million in 2011,2013.  The decrease for the year was primarily driven by growththe decline in direct distribution business, which has lower acquisition costs and changes in our affiliated quota share agreements.premiums earned.  Segment other underwriting expenses in 2012 increaseddecreased slightly to $96.5 million from $87.7$111.8 million in 2011.  These increases are2014 compared to $112.4 million in 2013 due primarily to the resultimpact of increased personnel benefit costs.the decline in premiums earned.

Commission and brokerage increased 13.1% to $19.8 million in 2013 compared to $17.5 million in 2012.  The increase was primarily due to the impact of higher premiums earned, partially offset by the impact of the adoption of new accounting standards concerning the accounting for acquisition costs, which had the impact of increasing expenses in 2012.  Segment other underwriting expenses increased 36.5% to $40.4$112.4 million in 20112013 compared to $29.6$96.5 million in 2010.2012.  These increases were primarily the result of an increase in netincreased premiums earned and changes in distribution, mix of business and ceded reinsurance.  Segment other underwriting expenses in 2011 increased to $87.7 million from $69.7 million in 2010.  These increases were primarily due to the expenses of the newly acquired Heartland.

higher compensation costs.



SAFE HARBOR DISCLOSURE
This report contains forward-looking statements within the meaning of the U.S. federal securities laws.  We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the federal securities laws.  In some cases, these statements can be identified by the use of forward-looking words such as “may”, “will”, “should”, “could”, “anticipate”, “estimate”, “expect”, “plan”, “believe”, “predict”, “potential” and “intend”.  Forward-looking statements contained in this report include information regarding our reserves for losses and LAE, the adequacy of our provision for uncollectible balances, estimates of our catastrophe exposure, the effects of catastrophic events on our financial statements and the ability of our subsidiaries to pay dividends.  Forward-looking statements only reflect our expectations and are not guarantees of performance.  These statements involve risks, uncertainties and assumptions.  Actual events or results may differ materially from our expectations.  Important factors that could cause our actual events or results to be materially different from our expectations include those discussed under the caption ITEM 1A, “Risk Factors”.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 7A.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Sensitive Instruments.
The SEC’s Financial Reporting Release #48 requires registrants to clarify and expand upon the existing financial statement disclosure requirements for derivative financial instruments, derivative commodity instruments and other financial instruments (collectively, “market sensitive instruments”).  We do not generally enter into market sensitive instruments for trading purposes.

Our current investment strategy seeks to maximize after-tax income through a high quality, diversified, taxable and tax-preferenced fixed maturity portfolio, while maintaining an adequate level of liquidity.  Our mix of taxable and tax-preferenced investments is adjusted periodically, consistent with our current and projected operating results, market conditions and our tax position.  The fixed maturity securities in the investment portfolio are comprised of non-trading available for sale securities.  Additionally, we have invested in equity securities.

The overall investment strategy considers the scope of present and anticipated Company operations.  In particular, estimates of the financial impact resulting from non-investment asset and liability transactions, together with our capital structure and other factors, are used to develop a net liability analysis.  This analysis includes estimated payout characteristics for which our investments provide liquidity.  This analysis is considered in the development of specific investment strategies for asset allocation, duration and credit quality.  The change in overall market sensitive risk exposure principally reflects the asset changes that took place during the period.

Interest Rate Risk.  Our $9.1$9.6 billion investment portfolio, at December 31, 2012,2014, is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk.  The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio, including short-term investments, from a change in market interest rates.  In a declining interest rate environment, it includes prepayment risk on the $738.5$657.7 million of mortgage-backed securities in the $5,572.9$5,294.9 million fixed maturity portfolio.  Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.




The tables below display the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $465.5$564.4 million of short-term investments) for the periods indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates.  For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually.  To generate appropriate price estimates for mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account.  For legal entities with non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

  Impact of Interest Rate Shift in Basis Points
  At December 31, 2014
(Dollars in millions)  -200  -100  0  100  200
Total Market/Fair Value $6,151.8  $6,006.9  $5,859.3  $5,706.4  $5,549.2 
Market/Fair Value Change from Base (%)  5.0%  2.5%  0.0%  -2.6%  -5.3%
Change in Unrealized Appreciation                    
After-tax from Base ($) $190.2  $96.0  $-  $(99.4) $(201.6)


  Impact of Interest Rate Shift in Basis Points 
  At December 31, 2012 
(Dollars in millions)  -200   -100   0   100   200 
Total Market/Fair Value $6,318.8  $6,179.6  $6,038.4  $5,887.7  $5,727.5 
Market/Fair Value Change from Base (%)  4.6%  2.3%  0.0%  -2.5%  -5.2%
Change in Unrealized Appreciation                    
After-tax from Base ($) $182.2  $91.7  $-  $(98.0) $(202.1)



 Impact of Interest Rate Shift in Basis Points  Impact of Interest Rate Shift in Basis Points
 At December 31, 2011  At December 31, 2013
(Dollars in millions)  -200   -100   0   100   200   -200  -100  0  100  200
Total Market/Fair Value $5,913.2  $5,782.7  $5,644.3  $5,490.5  $5,327.6  $6,264.3  $6,127.1  $5,978.5  $5,821.9  $5,664.0 
Market/Fair Value Change from Base (%)  4.8%  2.5%  0.0%  -2.7%  -5.6%  4.8%  2.5%  0.0%  -2.6%  -5.3%
Change in Unrealized Appreciation                                        
After-tax from Base ($) $174.8  $90.0  $-  $(100.0) $(205.9) $185.8  $96.6  $-  $(101.8) $(204.4)

We had $8,143.1$7,843.9 million and $8,290.6$7,653.2 million of gross reserves for losses and LAE as of December 31, 20122014 and December 31, 2011,2013, respectively.  These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money.  Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value.  As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases.  These movements are the opposite of the interest rate impacts on the fair value of investments.  While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid.  Our loss and loss reserve obligations have an expected duration that is reasonably consistent with our fixed income portfolio.

Equity Risk.  Equity risk is the potential change in fair and/or market value of the common stock and preferred stock portfolios arising from changing prices.  Our equity investments consist of a diversified portfolio of individual securities.  The primary objective of the equity portfolio is to obtain greater total return relative to bonds over time through market appreciation and income.



The tables below displaydisplays the impact on fair/market value and after-tax change in fair/market value of a 10% and 20% change in equity prices up and down for the periods indicated.

  Impact of Percentage Change in Equity Fair/Market Values 
  At December 31, 2014 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Fair/Market Value of the Equity Portfolio $1,039.2  $1,169.1  $1,299.1  $1,429.0  $1,558.9 
After-tax Change in Fair/Market Value  (168.9)  (84.4)  -   84.4   168.9 


  Impact of Percentage Change in Equity Fair/Market Values 
  At December 31, 2012 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Fair/Market Value of the Equity Portfolio $959.9  $1,079.9  $1,199.9  $1,319.8  $1,439.8 
After-tax Change in Fair/Market Value  (156.0)  (78.0)  -   78.0   156.0 



 Impact of Percentage Change in Equity Fair/Market Values  Impact of Percentage Change in Equity Fair/Market Values 
 At December 31, 2011  At December 31, 2013 
(Dollars in millions)  -20%  -10%  0%  10%  20%  -20%  -10%  0%  10%  20%
Fair/Market Value of the Equity Portfolio $965.7  $1,086.4  $1,207.1  $1,327.8  $1,448.5  $1,039.2  $1,169.1  $1,299.0  $1,428.8  $1,558.7 
After-tax Change in Fair/Market Value  (156.9)  (78.5)  -   78.5   156.9   (168.9)  (84.4)  -   84.4   168.9 

Foreign Exchange Risk.  Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates.  Each of our non-U.S. (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines.  Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates.  The primary foreign currency exposures for these foreign operations are the Singapore and Canadian Dollars.  We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities.  In accordance with FASB guidance, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar.  This translation amount is reported as a component of other comprehensive income.  As of December 31, 2012,2014, there has been no material change in exposure to foreign exchange rates as compared to December 31, 2011.2013.

The tables below display the potential impact of a parallel and immediate 10% and 20% increase and decrease in foreign exchange rates on the valuation of invested assets subject to foreign currency exposure for the periods indicated.  This analysis includes the after-tax impact of translation from transactional currency to functional currency as well as the after-tax impact of translation from functional currency to the U.S. dollar reporting currency.


 Change in Foreign Exchange Rates in Percent  Change in Foreign Exchange Rates in Percent
 At December 31, 2012  At December 31, 2014
(Dollars in millions)  -20%  -10%  0%  10%  20%  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(182.5) $(91.3) $-  $91.3  $182.5  $(140.3) $(70.2) $-  $70.2  $140.3 
 
 
  Change in Foreign Exchange Rates in Percent
  At December 31, 2013
(Dollars in millions)  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(152.3) $(76.1) $-  $76.1  $152.3 
  Change in Foreign Exchange Rates in Percent 
  At December 31, 2011 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(175.7) $(87.8) $-  $87.8  $175.7 



ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page F-1 are filed as part of this report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.ITEM 9A.          CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal controls over financial reporting.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012.2014.  In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. (2013)  Based on our assessment we concluded that, as of December 31, 2012,2014, our internal control over financial reporting is effective based on those criteria.

Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report due to the Company’s status as a non-accelerated filer.

Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal control over financial reporting to determine whether any changes occurred during the fourth fiscal quarter covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, there has been no such change during the fourth quarter.

ITEM 9B.ITEM 9B.          OTHER INFORMATION

None.


PART III

PART IIIITEM 10.          DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information for Item 10 is not required pursuant to General Instruction I(2) of Form 10-K.

ITEM 11.ITEM 11.          EXECUTIVE COMPENSATION

Information for Item 11 is not required pursuant to General Instruction I(2) of Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information for Item 12 is not required pursuant to General Instruction I(2) of Form 10-K.

ITEM 13.ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information for Item 13 is not required pursuant to General Instruction I(2) of Form 10-K.

ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

The PricewaterhouseCoopers LLP (and its worldwide affiliates) fees incurred are as follows for the periods indicated:


(Dollars in thousands) 2012  2011 
 (1)Audit Fees $2,154.6  $2,319.2 
 (2)Audit-Related Fees  83.6   78.9 
 (3)Tax Fees  88.5   119.6 
 (4)All Other Fees  2.8   2.8 

(Dollars in thousands) 2014  2013 
(1) Audit Fees $1,945.7  $1,909.1 
(2) Audit-Related Fees  61.4   61.4 
(3) Tax Fees  89.0   138.7 
(4) All Other Fees  6.5   6.5 

Audit fees include the annual audit and quarterly financial statement reviews, subsidiary audits, and procedures required to be performed by the independent auditor to be able to form an opinion on our consolidated financial statements.  These other procedures include information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control, and consultations relating to the audit or quarterly review.  Audit fees may also include statutory audits or financial audits for our subsidiaries or affiliates and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings.

Audit-related fees include assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including due diligence services pertaining to potential business acquisitions/dispositions, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rule making authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters and assistance with internal control reporting requirements.

Tax fees include tax compliance, tax planning and tax advice and is granted general pre-approval by Group’s Audit Committee.

All other fees represent an accounting research subscription and software.

PricewaterhouseCoopers LLP used no leased employees on the Company’s audit engagement.



Under its Charter and the “Audit and Non-Audit Services Pre-Approval Policy” (the “Policy”), the Audit Committee is required to pre-approve the audit and non-audit services to be performed by the independent auditors.  The Policy mandates specific approval by the Audit Committee for any service that has not received a general pre-approval or that exceeds pre-approved cost levels or budgeted amounts. For both specific and general pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s rules on auditor independence.  The Audit Committee also considers whether the independent auditors are best positioned to provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.  The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services.  It may determine, for each fiscal year, the appropriate ratio between the total amount of  audit, audit-related and tax fees and a total amount of fees for certain permissible non-audit services classified below as “All Other Fees”.  All such factors are considered as a whole, and no one factor is determinative. The Audit Committee further considered whether the performance by PricewaterhouseCoopers LLP of the non-audit related services disclosed below is compatible with maintaining their independence.  The Audit Committee approved all of the audit-related fees, tax fees and all other fees for 20122014 and 2011.2013.

PART IV

ITEM 15.ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits
The exhibits listed on the accompanying Index to Exhibits on page E-1 are filed as part of this report except that the certifications in Exhibit 32 are being furnished to the SEC, rather than filed with the SEC, as permitted under applicable SEC rules.

Financial Statements and Schedules.
The financial statements and schedules listed in the accompanying Index to Financial Statements and Schedules on page F-1 are filed as part of this report.



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 19, 2013.26, 2015.


 EVEREST REINSURANCE HOLDINGS, INC. 
    
    
 By:/S/ JOSEPH V. TARANTODOMINIC J. ADDESSO 
  
Joseph V. TarantoDominic J. Addesso
(Chairman, President and
    Chief Executive Officer)
 




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date
     
/S/ JOSEPH V. TARANTODOMINIC J. ADDESSO 
Chairman, President and Chief Executive Officer and
DirectorOfficer (Principal Executive Officer)
 March 19, 201326, 2015
Joseph V. TarantoDominic J. Addesso
     
/S/ CRAIG HOWIE 
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
 March 19, 201326, 2015
Craig Howie
     
/S/ KEITH T. SHOEMAKER Comptroller (Principal Accounting Officer) March 19, 201326, 2015
Keith T. Shoemaker




INDEX TO EXHIBITS
 
Exhibit No.
     
 2.1 Agreement and Plan of Merger among Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd. and Everest Re Merger Corporation, incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (No. 333-87361)
     
 3.1 Certificate of Incorporation of Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (No. 333-05771)
     
 3.2 By-Laws of Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 3.2 to the Everest Reinsurance Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
     
 4.1 Indenture, dated March 14, 2000, between Everest Reinsurance Holdings, Inc. and The Chase Manhattan Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 15, 2000
     
 4.2 Second Supplemental Indenture relating to the 8.75% Senior Notes due March 15, 2010, dated March 14, 2000, between Everest Reinsurance Holdings, Inc. and The Chase Manhattan Bank, as Trustee, incorporated herein by reference to Exhibit 4.3 to the Everest Reinsurance Holdings, Inc. Form 8-K filed on March 15, 2000
     
 4.3 Junior Subordinated Indenture, dated November 14, 2002, between Everest Reinsurance Holdings, Inc. and JPMorgan Chase Bank as Trustee, incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (No. 333-106595)
     
 4.4 Second Supplemental Indenture relating to Holdings 6.20% Junior Subordinated Debt Securities due March 29, 2034, dated as of March 29, 2004, among Holdings, Group and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 30, 2004 (the “March 30, 2004 8-K”)
     
 4.5 Amended and Restated Trust Agreement of Everest Re Capital Trust II, dated as of March 29, 2004, incorporated herein by reference to Exhibit 4.2 to the March 30, 2004 8-K
     
 4.6 Guarantee Agreement, dated as of March 29, 2004, between Holdings and JPMorgan Chase Bank, incorporated herein by reference to Exhibit 4.3 to the March 30, 2004 8-K
     
 4.7 Expense Agreement, dated as of March 29, 2004, between Holdings and Everest Re Capital Trust II, incorporated herein by reference to Exhibit 4.4 to the March 30, 2004 8-K
     
 4.8 Third Supplemental Indenture relating to Holdings 5.40% Senior Notes due October 15, 2014, dated as of October 12, 2004, among Holdings and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on October 12, 2004
     
 10.1 Credit Agreement, dated August 23, 2006, between Everest Reinsurance Holdings, Inc., the lenders named therein and Citibank N.A., as administrative agent, providing for $150.0 million five year senior revolving credit facility, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.  This new agreement replaces the October 10, 2003 three year senior revolving credit facility which expired on October 10, 2006
INDEX TO EXHIBITS
Exhibit No.
      2.1Agreement and Plan of Merger among Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd. and Everest Re Merger Corporation, incorporated herein by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (No. 333-87361)
      3.1Certificate of Incorporation of Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-8 (No. 333-05771)
      3.2By-Laws of Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 3.2 to the Everest Reinsurance Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
      4.1Indenture, dated March 14, 2000, between Everest Reinsurance Holdings, Inc. and The Chase Manhattan Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 15, 2000
      4.2Junior Subordinated Indenture, dated November 14, 2002, between Everest Reinsurance Holdings, Inc. and JPMorgan Chase Bank as Trustee, incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 (No. 333-106595)
      4.3Second Supplemental Indenture relating to Holdings 6.20% Junior Subordinated Debt Securities due March 29, 2034, dated as of March 29, 2004, among Holdings, Group and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on March 30, 2004 (the “March 30, 2004 8-K”)
      4.4Amended and Restated Trust Agreement of Everest Re Capital Trust II, dated as of March 29, 2004, incorporated herein by reference to Exhibit 4.2 to the March 30, 2004 8-K
      4.5Guarantee Agreement, dated as of March 29, 2004, between Holdings and JPMorgan Chase Bank, incorporated herein by reference to Exhibit 4.3 to the March 30, 2004 8-K
      4.6Expense Agreement, dated as of March 29, 2004, between Holdings and Everest Re Capital Trust II, incorporated herein by reference to Exhibit 4.4 to the March 30, 2004 8-K
      4.7Third Supplemental Indenture relating to Holdings 5.40% Senior Notes due October 15, 2014, dated as of October 12, 2004, among Holdings and JPMorgan Chase Bank, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on October 12, 2004
      4.8Fourth Supplemental Indenture relating to Holdings $400.0 million 4.868% Senior Notes due June 1, 2044, dated June 5 2014, between Holdings and the Bank of New York Mellon, as Trustee, incorporated herein by reference to Exhibit 4.1 to Everest Reinsurance Holdings, Inc. Form 8-K filed on June 5, 2014
   10.1
Completion of Tender Offer relating to Everest Reinsurance Holdings, Inc. 6.60% Fixed to Floating Rate Long Term Subordinated Notes (LoTSSM) dated March 19, 2009, incorporated herein by reference to Exhibit 99.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2009



     
 10.2 
Completion of Tender Offer relating to Everest Reinsurance Holdings, Inc. 6.60% Fixed to Floating Rate Long Term Subordinated Notes (LoTSSM) dated March 19, 2009, incorporated herein by reference to Exhibit 99.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2009
     
  *10.3 Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated January 1, 2011, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2011
     
  *10.4 Change of Control Agreement between and among Everest Reinsurance Company, Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd., Everest Global Services, Inc. and Joseph V. Taranto, dated January 1, 2011, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on March 31, 2011
     
  *10.5 Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated June 16, 2011, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011
     
  *10.6 Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated January 1, 2011, This employment supersedes the prior agreement between registrant and Joseph V. Taranto dated March 25, 2011.  This new agreement dated January 1, 2011, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011
     
  10.7 Credit Agreement, dated August 15, 2011, between Everest Reinsurance Holdings, Inc., the lenders named therein and Citibank, National Association, as administrative agent, providing for a $150.0 million three year revolving credit facility, incorporated herein by reference to Exhibit 10.30 to Everest Re Group, Ltd. Form 10K filed on February 29, 2012.  This new agreement replaces the August 23, 2006 five year senior revolving credit facility
     
  *10.8 Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated July 1, 2012, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012
     
  *10.9 Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated July 1, 2012, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012
     
  *10.10 Change of Control Agreement between and among Everest Reinsurance Company, Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd., Everest Global Services, Inc. and Joseph V. Taranto, dated January 1, 2012, incorporated herein by reference to Exhibit 10.3 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012




     
 23.1 Consent of PricewaterhouseCoopers LLP, filed herewith
     
  31.1 Section 302 Certification of Joseph V. Taranto, filed herewith
     
  31.2 Section 302 Certification of Craig Howie, filed herewith
     
  32.1 Section 906 Certification of Joseph V. Taranto and Craig Howie, filed herewith
     
  101.INS XBRL Instance Document
     
  101.SCH XBRL Taxonomy Extension Schema
     
  101.CAL XBRL Taxonomy Extension Calculation Linkbase
     
  101.DEF XBRL Taxonomy Extension Definition Linkbase
     
  101.LAB XBRL Taxonomy Extension Label Linkbase
     
  101.PRE XBRL Taxonomy Extension Presentation Linkbase
     
 *10.2Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated June 16, 2011, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011
 *10.3Employment Agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated January 1, 2011, This employment supersedes the prior agreement between registrant and Joseph V. Taranto dated March 25, 2011.  This new agreement dated January 1, 2011, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on June 20, 2011
   10.4Credit Agreement, dated August 15, 2011, between Everest Reinsurance Holdings, Inc., the lenders named therein and Citibank, National Association, as administrative agent, providing for a $150.0 million three year revolving credit facility, incorporated herein by reference to Exhibit 10.30 to Everest Re Group, Ltd. Form 10K filed on February 29, 2012.  This new agreement replaces the August 23, 2006 five year senior revolving credit facility
 *10.5Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Dominic J. Addesso, dated July 1, 2012, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012
 *10.6Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings, Inc. and Joseph V. Taranto, dated July 1, 2012, incorporated herein by reference to Exhibit 10.2 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012
 *10.7Change of Control Agreement between and among Everest Reinsurance Company, Everest Reinsurance Holdings, Inc., Everest Re Group, Ltd., Everest Global Services, Inc. and Joseph V. Taranto, dated January 1, 2012, incorporated herein by reference to Exhibit 10.3 to Everest Re Group, Ltd. Form 8-K filed on July 20, 2012
   23.1Consent of PricewaterhouseCoopers LLP, filed herewith
   31.1Section 302 Certification of Dominic J. Addesso, filed herewith
   31.2Section 302 Certification of Craig Howie, filed herewith
   32.1Section 906 Certification of Dominic J. Addesso and Craig Howie, filed herewith
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase
* Management contract or compensatory plan or arrangement.


 
E-3E-2

 

EVEREST REINSURANCE HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


 Pages
 
F-2
   
2013F-3
   
 
 2012F-4
   
 
 2012F-5
   
 
 2012F-6
   
F-7
   
Schedules 
   
I2014S-1
   
IICondensed Financial Information of Registrant: 
   
 2013S-2
   
 2012S-3
   
 2012S-4
   
III      
Noted to Condensed Financial InformationS-5
   
IIISupplementary Insurance Information for the Years Ended
      December 31, 2014, 2013 and 2012S-6
IV2012S-6S-7

Schedules other than those listed above are omitted for the reason that they are not applicable or the information is
otherwise contained in the Financial Statements.


 
F-1




To the Board of Directors and Stockholder
of Everest Reinsurance Holdings, Inc.:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Everest Reinsurance Holdings, Inc. and its subsidiaries (the “Company”) at December 31, 20122014 and 2011,2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20122014 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedules listed in the accompanying index present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  These financial statements and financial statement schedules are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





PricewaterhouseCoopers LLP
New York, New York
March 19, 201326, 2015



 
F-2


EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


 December 31,  December 31,
(Dollars in thousands, except par value per share) 2012  2011  2014 2013
            
ASSETS:            
Fixed maturities - available for sale, at market value
 $5,531,410  $5,107,028 
(amortized cost: 2012, $5,289,619; 2011, $4,880,654)        
Fixed maturities - available for sale, at market value $5,293,411  $5,201,921 
(amortized cost: 2014, $5,235,523; 2013, $5,116,600)        
Fixed maturities - available for sale, at fair value  41,470   113,606   1,509   19,388 
Equity securities - available for sale, at market value (cost: 2012, $15; 2011, $15)  13   10 
Equity securities - available for sale, at market value (cost: 2014, $15; 2013, $15)  16   13 
Equity securities - available for sale, at fair value  1,199,848   1,207,053   1,299,037   1,298,940 
Short-term investments  465,550   423,663   564,364   757,162 
Other invested assets (cost: 2012, $420,744; 2011, $379,342)  420,744   379,342 
Other invested assets (cost: 2014, $435,010; 2013, $385,776)  435,010   385,776 
Other invested assets, at fair value  1,068,711   817,352   1,655,311   1,515,052 
Cash  347,720   348,267   323,975   316,807 
Total investments and cash  9,075,466   8,396,321   9,572,633   9,495,059 
Note receivable - affiliated  250,000   - 
Accrued investment income  54,914   55,849   45,386   50,306 
Premiums receivable  1,001,267   856,375   1,086,203   1,173,780 
Reinsurance receivables - unaffiliated  650,261   570,128   659,303   530,158 
Reinsurance receivables - affiliated  2,976,992   2,901,174   3,372,715   3,062,884 
Funds held by reinsureds  161,694   176,156   182,159   175,526 
Deferred acquisition costs  97,522   166,806   109,262   112,024 
Prepaid reinsurance premiums  557,460   625,391   809,083   673,753 
Deferred tax asset  214,175   366,490 
Income taxes recoverable  61,244   39,014 
Other assets  236,955   195,476   235,576   247,505 
TOTAL ASSETS $15,087,950  $14,349,180  $16,322,320  $15,520,995 
                
LIABILITIES:                
Reserve for losses and loss adjustment expenses $8,143,055  $8,290,619  $7,843,856  $7,653,229 
Unearned premium reserve  1,093,822   1,239,705   1,442,122   1,317,147 
Funds held under reinsurance treaties  90,079   123,479   101,743   92,514 
Losses in the course of payment  179,774   11,002   178,521   350,820 
Commission reserves  39,324   40,353   63,110   47,226 
Other net payable to reinsurers  900,794   629,871   1,028,549   1,026,292 
4.868% Senior notes due 6/1/2044  400,000   - 
5.4% Senior notes due 10/15/2014  249,907   249,858   -   249,958 
6.6% Long term notes due 5/1/2067  238,357   238,354   238,364   238,361 
Junior subordinated debt securities payable  329,897   329,897 
Accrued interest on debt and borrowings  4,781   4,781   3,537   4,781 
Income taxes  46,835   23,949 
Unsettled securities payable  48,830   8,793   41,092   53,772 
Other liabilities  290,724   241,075   361,874   272,468 
Total liabilities  11,609,344   11,407,787   11,749,603   11,330,517 
                
Commitments and Contingencies (Note 16)                
                
STOCKHOLDER'S EQUITY:                
Common stock, par value: $0.01; 3,000 shares authorized;                
1,000 shares issued and outstanding (2012 and 2011)  -   - 
1,000 shares issued and outstanding (2014 and 2013)  -   - 
Additional paid-in capital  340,223   333,416   362,293   351,051 
Accumulated other comprehensive income (loss), net of deferred income tax expense                
(benefit) of $99,544 at 2012 and $94,118 at 2011  184,867   174,790 
(benefit) of $2,434 at 2014 and $47,195 at 2013  4,519   87,648 
Retained earnings  2,953,516   2,433,187   4,205,905   3,751,779 
Total stockholder's equity  3,478,606   2,941,393   4,572,717   4,190,478 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $15,087,950  $14,349,180  $16,322,320  $15,520,995 
                
The accompanying notes are an integral part of the consolidated financial statements.                


 
F-3


EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)



 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
                  
REVENUES:                  
Premiums earned $1,773,898  $1,793,855  $1,813,823  $2,113,726  $2,006,361  $1,773,898 
Net investment income  306,145   312,933   350,344   290,310   296,996   306,145 
Net realized capital gains (losses):                        
Other-than-temporary impairments on fixed maturity securities  (6,634)  (14,522)  (2,106)  (38,912)  -   (6,634)
Other-than-temporary impairments on fixed maturity securities                        
transferred to other comprehensive income (loss)  -   -   -   -   -   - 
Other net realized capital gains (losses)  398,336   (26,594)  67,397   245,591   723,149   398,336 
Total net realized capital gains (losses)  391,702   (41,116)  65,291   206,679   723,149   391,702 
Other income (expense)  12,136   (11,745)  12,074   (22,278)  (7,714)  12,136 
Total revenues  2,483,881   2,053,927   2,241,532   2,588,437   3,018,792   2,483,881 
                        
CLAIMS AND EXPENSES:                        
Incurred losses and loss adjustment expenses  1,249,744   1,877,603   1,477,450   1,354,093   1,272,156   1,249,744 
Commission, brokerage, taxes and fees  310,699   338,655   335,061   339,402   293,922   310,699 
Other underwriting expenses  170,604   154,331   139,832   192,032   193,499   170,604 
Corporate expenses  8,764   6,073   5,867   7,252   8,262   8,764 
Interest, fee and bond issue cost amortization expense  50,746   50,763   54,553   37,970   45,452   50,746 
Total claims and expenses  1,790,557   2,427,425   2,012,763   1,930,749   1,813,291   1,790,557 
                        
INCOME (LOSS) BEFORE TAXES  693,324   (373,498)  228,769   657,688   1,205,501   693,324 
Income tax expense (benefit)  172,995   (170,677)  (36,628)  203,562   407,238   172,995 
                        
NET INCOME (LOSS) $520,329  $(202,821) $265,397  $454,126  $798,263  $520,329 
                        
Other comprehensive income (loss), net of tax :                        
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period  9,390   22,049   (51,265)  (44,902)  (99,241)  9,390 
Less: reclassification adjustment for realized losses (gains) included in net income (loss)  633   20,240   23,029   27,073   (2,465)  633 
Total URA(D) on securities arising during the period  10,023   42,289   (28,236)  (17,829)  (101,706)  10,023 
            
Foreign currency translation adjustments  7,030   (2,805)  27,039   (29,210)  (19,128)  7,030 
Pension adjustments  (6,976)  (29,452)  (1,815)
            
Benefit plan actuarial net gain (loss) for the period  (39,110)  17,837   (11,771)
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)  3,020   5,778   4,795 
Total benefit plan net gain (loss) for the period  (36,090)  23,615   (6,976)
Total other comprehensive income (loss), net of tax  10,077   10,032   (3,012)  (83,129)  (97,219)  10,077 
                        
COMPREHENSIVE INCOME (LOSS) $530,406  $(192,789) $262,385  $370,997  $701,044  $530,406 
                        
The accompanying notes are an integral part of the consolidated financial statements.                        



 
F-4


EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF
CHANGES IN STOCKHOLDER’S EQUITY



 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands, except share amounts) 2012  2011  2010  2014 2013 2012
                  
COMMON STOCK (shares outstanding):                  
Balance, beginning of period  1,000   1,000   1,000   1,000   1,000   1,000 
Balance, end of period  1,000   1,000   1,000   1,000   1,000   1,000 
                        
ADDITIONAL PAID-IN CAPITAL:                        
Balance, beginning of period $333,416  $327,767  $321,185  $351,051  $340,223  $333,416 
Share-based compensation plans  6,807   6,441   6,582   11,242   10,828   6,807 
Reclasssification due to sale of subsidiary to related party  -   (792)  - 
Balance, end of period  340,223   333,416   327,767   362,293   351,051   340,223 
                        
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),                        
NET OF DEFERRED INCOME TAXES:                        
Balance, beginning of period  174,790   163,966   166,978   87,648   184,867   174,790 
Reclasssification due to sale of subsidiary to related party  -   792   - 
Net increase (decrease) during the period  10,077   10,032   (3,012)  (83,129)  (97,219)  10,077 
Balance, end of period  184,867   174,790   163,966   4,519   87,648   184,867 
                        
RETAINED EARNINGS:                        
Balance, beginning of period  2,433,187   2,636,008   2,370,611   3,751,779   2,953,516   2,433,187 
Net income (loss)  520,329   (202,821)  265,397   454,126   798,263   520,329 
Balance, end of period  2,953,516   2,433,187   2,636,008   4,205,905   3,751,779   2,953,516 
                        
TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD $3,478,606  $2,941,393  $3,127,741  $4,572,717  $4,190,478  $3,478,606 
                        
The accompanying notes are an integral part of the consolidated financial statements.                        



 
F-5


EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS


  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
          
CASH FLOWS FROM OPERATING ACTIVITIES:         
Net income (loss) $454,126  $798,263  $520,329 
Adjustments to reconcile net income to net cash provided by operating activities:            
Decrease (increase) in premiums receivable  83,362   (175,854)  (141,501)
Decrease (increase) in funds held by reinsureds, net  2,236   (12,075)  (17,897)
Decrease (increase) in reinsurance receivables  (460,635)  25,665   (152,887)
Decrease (increase) in income taxes  68,206   351,573   124,739 
Decrease (increase) in prepaid reinsurance premiums  (138,010)  (118,173)  68,312 
Increase (decrease) in reserve for losses and loss adjustment expenses  248,053   (439,560)  (206,435)
Increase (decrease) in unearned premiums  130,519   228,097   (150,747)
Increase (decrease) in other net payable to reinsurers  5,130   127,252   270,776 
Increase (decrease) in losses in course of payment  (171,071)  171,829   169,698 
Change in equity adjustments in limited partnerships  (28,249)  (35,721)  (38,579)
Distribution of limited partnership income  41,064   24,133   19,490 
Change in other assets and liabilities, net  81,388   25,049   44,032 
Non-cash compensation expense  7,911   7,983   6,803 
Amortization of bond premium (accrual of bond discount)  19,086   25,599   19,124 
Amortization of underwriting discount on senior notes  46   54   52 
Net realized capital (gains) losses  (206,679)  (723,149)  (391,702)
Net cash provided by (used in) operating activities  136,483   280,965   143,607 
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Proceeds from fixed maturities matured/called - available for sale, at market value  1,071,296   1,099,850   927,867 
Proceeds from fixed maturities matured/called - available for sale, at fair value  875   7,213   1,300 
Proceeds from fixed maturities sold - available for sale, at market value  1,080,276   598,342   476,491 
Proceeds from fixed maturities sold - available for sale, at fair value  36,467   21,572   84,917 
Proceeds from equity securities sold - available for sale, at fair value  528,958   612,516   546,463 
Distributions from other invested assets  72,323   64,483   29,198 
Cost of fixed maturities acquired - available for sale, at market value  (2,406,162)  (1,611,791)  (1,784,344)
Cost of fixed maturities acquired - available for sale, at fair value  (24,097)  (6,196)  (7,955)
Cost of equity securities acquired - available for sale, at fair value  (416,375)  (439,115)  (404,051)
Cost of other invested assets acquired  (134,373)  (17,926)  (51,512)
Net change in short-term investments  189,139   (292,751)  (42,027)
Net cost of lending for long term note - affiliated  (250,000  -   - 
Net change in unsettled securities transactions  (4,157)  (3,057)  35,075 
Net cash provided by (used in) investing activities  (255,830)  33,140   (188,578)
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
Tax benefit from share-based compensation  3,331   2,845   4 
Net cost of junior subordinated debt securities redemption  -   (329,897)  - 
Proceeds from issuance of senior notes  400,000   -   - 
Net cost of senior notes maturing  (250,000)  -   - 
Net cash provided by (used in) financing activities  153,331   (327,052)  4 
             
EFFECT OF EXCHANGE RATE CHANGES ON CASH  (26,816)  (17,966)  44,420 
             
Net increase (decrease) in cash  7,168   (30,913)  (547)
Cash, beginning of period  316,807   347,720   348,267 
Cash, end of period $323,975  $316,807  $347,720 
             
SUPPLEMENTAL CASH FLOW INFORMATION:            
Income taxes paid (recovered) $133,057  $51,045  $38,548 
Interest paid  38,861   37,725   50,072 
             
The accompanying notes are an integral part of the consolidated financial statements.            

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
          
CASH FLOWS FROM OPERATING ACTIVITIES:         
Net income (loss) $520,329  $(202,821) $265,397 
Adjustments to reconcile net income to net cash provided by operating activities:            
Decrease (increase) in premiums receivable  (141,501)  (214,581)  131,870 
Decrease (increase) in funds held by reinsureds, net  (17,897)  (62,082)  (8,910)
Decrease (increase) in reinsurance receivables  (152,887)  (96,003)  (271,644)
Decrease (increase) in current income taxes  (22,149)  79,504   (13,560)
Decrease (increase) in deferred tax asset  146,888   (187,967)  28,192 
Decrease (increase) in prepaid reinsurance premiums  68,312   3,655   (66,408)
Increase (decrease) in reserve for losses and loss adjustment expenses  (206,435)  674,001   318,301 
Increase (decrease) in unearned premiums  (150,747)  (46,182)  40,729 
Increase (decrease) in other net payable to reinsurers  270,776   153,508   22,072 
Increase (decrease) in losses in course of payment  169,698   (3,440)  (29,810)
Change in equity adjustments in limited partnerships  (38,579)  (42,047)  (45,463)
Change in other assets and liabilities, net
  44,032   72,989   (33,463)
Non-cash compensation expense  6,803   6,166   6,382 
Amortization of bond premium (accrual of bond discount)  19,124   10,125   8,614 
Amortization of underwriting discount on senior notes  52   49   76 
Net realized capital (gains) losses  (391,702)  41,116   (65,291)
Net cash provided by (used in) operating activities  124,117   185,990   287,084 
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Proceeds from fixed maturities matured/called - available for sale, at market value  927,867   695,921   676,822 
Proceeds from fixed maturities matured/called - available for sale, at fair value  1,300   12,775   - 
Proceeds from fixed maturities sold - available for sale, at market value  476,491   1,209,150   953,714 
Proceeds from fixed maturities sold - available for sale, at fair value  84,917   65,158   20,237 
Proceeds from equity securities sold - available for sale, at market value  -   27,096   - 
Proceeds from equity securities sold - available for sale, at fair value  546,463   237,849   230,562 
Proceeds from sale of subsidiary to related party  -   61,005   - 
Distributions from other invested assets  48,688   121,176   60,283 
Cost of fixed maturities acquired - available for sale, at market value  (1,784,344)  (1,455,940)  (785,831)
Cost of fixed maturities acquired - available for sale, at fair value  (7,955)  (27,481)  (134,324)
Cost of equity securities acquired - available for sale, at market value  -   (27,059)  - 
Cost of equity securities acquired - available for sale, at fair value  (404,051)  (746,604)  (475,047)
Cost of other invested assets acquired  (51,512)  (53,070)  (33,021)
Cost of other invested assets acquired, at fair value  -   (37,611)  (379,591)
Cost of businesses acquired  -   (63,100)  - 
Net change in short-term investments  (42,027)  89,735   (254,160)
Net change in unsettled securities transactions  35,075   13,467   (11,773)
Net cash provided by (used in) investing activities  (169,088)  122,467   (132,129)
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
Tax benefit from share-based compensation  4   275   200 
Net cost of senior notes maturing  -   -   (200,000)
Revolving credit borrowings  -   (50,000)  50,000 
Net cash provided by (used in) financing activities  4   (49,725)  (149,800)
             
EFFECT OF EXCHANGE RATE CHANGES ON CASH  44,420   (28,557)  5,457 
             
Net increase (decrease) in cash  (547)  230,175   10,612 
Cash, beginning of period  348,267   118,092   107,480 
Cash, end of period $347,720  $348,267  $118,092 
             
SUPPLEMENTAL CASH FLOW INFORMATION:            
Income taxes paid (recovered) $38,548  $(62,137) $(51,360)
Interest paid  50,072   50,091   59,921 
             
Non-cash transaction:            
Net assets acquired and liabilities assumed from business acquisitions  -   19,130   - 
             
The accompanying notes are an integral part of the consolidated financial statements.            


 
F-6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2012, 20112014, 2013 and 20102012

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Business and Basis of Presentation.
Everest Reinsurance Holdings, Inc. (“Holdings”), a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited (“Holdings Ireland”), which is a direct subsidiary of Everest Re Group, Ltd. (“Group”), through its subsidiaries, principally provides property and casualty reinsurance and insurance in the United States of America and internationally.  As used in this document, “Company” means Holdings and its subsidiaries.  On December 30, 2008, Group contributed the Company to its Irish holding company, Holdings Ireland.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  The statements include all of the following domestic and foreign direct and indirect subsidiaries of the Company:  Everest Reinsurance Company (“Everest Re”), Everest National Insurance Company (“Everest National”), Everest Indemnity Insurance Company (“Everest Indemnity”), Everest Security Insurance Company (“Everest Security”), Heartland Crop Insurance, Inc. (“Heartland”), Specialty Insurance Group, Inc. (“Specialty”), EverestSpecialty Insurance Company of CanadaGroup - Leisure and Entertainment Risk Purchasing Group LLC (“Everest Canada”), Premiere Insurance Underwriting Services (“Premiere”Specialty RPG”), Mt. Whitney Securities, Inc., Everest Reinsurance Company – Escritório de Representação No Brasil Ltda. (“Everest Brazil”), Mt. McKinley Managers, L.L.C., Workcare Southeast, Inc., Workcare Southeast of Georgia, Inc., and Mt. McKinley Insurance Company (“Mt. McKinley”).  The Company sold Everest Canada and Premiere to Holdings Ireland, an affiliated company, during the fourth quarter of 2011.  All amounts are reported in U.S. dollars.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Ultimate actual results could differ, possibly materially, from those estimates.

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 year ended December 31, 2012, presentation.$19,490 thousand was 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 determined that this error was not material to the financial statements of any prior period.

B.  Investments.
Fixed maturity and equity security investments available for sale, at market value, reflect unrealized appreciation and depreciation, as a result of temporary changes in market value during the period, in stockholder’s equity, net of income taxes in “accumulated other comprehensive income (loss)” in the consolidated balance sheets.  Fixed maturity, equity securities and other invested assets carried at fair value reflect fair value re-measurements as net realized capital gains and losses in the consolidated statements of operations and comprehensive income (loss).  The Company records changes in fair value for its fixed maturities-available for sale, at market value through shareholders’ equity, net of taxes in accumulated other comprehensive income (loss) since cash flows from these investments will be primarily used to settle its reserve for losses and loss adjustment expense liabilities.  The Company anticipates holding these investments for an extended period as the cash flow from interest and maturities will fund the projected payout of these liabilities.  Fixed maturities carried at fair value represent a portfolio of convertible bond securities, which have characteristics similar to equity securities and at times, designated foreign
F-7

denominated fixed maturity securities, which will be used to settle loss and loss adjustment reserves in the same currency.  The Company carries all of its equity securities at fair value except for mutual fund investments whose underlying investments are comprised of fixed maturity securities. For equity securities, available for sale, at fair value, the Company reflects changes in value as net realized capital gains and losses since these securities may be sold in the near term depending on financial market conditions.  Other
F-7

invested assets, at fair value, are comprised of common shares of the Company’s ultimate parent, Everest Re Group, Ltd.  Interest income on all fixed maturities and dividend income on all equity securities are included as part of net investment income in the consolidated statements of operations and comprehensive income (loss).  Unrealized losses on fixed maturities, which are deemed other-than-temporary and related to the credit quality of a security, are charged to net income (loss) as net realized capital losses.  Short-term investments are stated at cost, which approximates market value.  Realized gains or losses on sales of investments are determined on the basis of identified cost.  For non-publicly traded securities, market prices are determined through the use of pricing models that evaluate securities relative to the U.S. Treasury yield curve, taking into account the issue type, credit quality, and cash flow characteristics of each security.  For publicly traded securities, market value is based on quoted market prices or valuation models that use observable market inputs.  When a sector of the financial markets is inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value.  Retrospective adjustments are employed to recalculate the values of asset-backed securities.  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 to effect the calculation of projected and prepayments for pass-through security types.  Other invested assets include limited partnerships and rabbi trusts and an affiliated entity.trusts.  Limited partnerships and the affiliated entity are accounted for under the equity method of accounting, which can be recorded on a monthly or quarterly lag.

C.  Uncollectible Receivable Balances.
The Company provides reserves for uncollectible reinsurance recoverable and premium receivable balances based on management’s assessment of the collectability of the outstanding balances.  Such reserves are presented in the table below for the periods indicated.


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2014 2013
Reinsurance recoverable and premium receivables $31,638  $33,430  $29,153  $29,516 


D.  Deferred Acquisition Costs.
Acquisition costs, consisting principally of commissions and brokerage expenses and certain premium taxes and fees incurred at the time a contract or policy is issued and that vary with and are directly related to the Company’s reinsurance and insurance business, are deferred and amortized over the period in which the related premiums are earned.  Deferred acquisition costs are limited to their estimated realizable value by line of business based on the related unearned premiums, anticipated claims and claim expenses and anticipated investment income.  Deferred acquisition costs amortized to income are presented in the table below for the periods indicated.

  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Deferred acquisition costs $339,402  $293,922  $310,699 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Deferred acquisition costs $310,699  $338,655  $335,061 
F-8



E.  Reserve for Losses and Loss Adjustment Expenses.
The reserve for losses and loss adjustment expenses (“LAE”) is based on individual case estimates and reports received from ceding companies.  A provision is included for losses and LAE incurred but not reported (“IBNR”) based on past experience.  A provision is also included for certain potential liabilities relating to asbestos and environmental (“A&E”) exposures, which liabilities cannot be estimated using traditional reserving techniques.  See also Note 3.  The reserves are reviewed periodically and any changes in estimates are reflected in earnings in the period the adjustment is made. The Company’s loss and LAE reserves represent management’s best estimate of the ultimate liability.  Loss and LAE reserves are presented gross of reinsurance receivables and incurred losses and LAE are presented net of reinsurance.




Accruals for commissions are established for reinsurance contracts that provide for the stated commission percentage to increase or decrease based on the loss experience of the contract.  Changes in estimates for such arrangements are recorded as commission expense.  Commission accruals for contracts with adjustable features are estimated based on expected loss and LAE.

F.  Premium Revenues.Revenues.
Written premiums are earned ratably over the periods of the related insurance and reinsurance contracts.  Written premiums related to crop insurance are earned on a seasonal pattern, which is based upon the planting and harvesting periods of each crop season.  Unearned premium reserves are established relative to the unexpired contract period.  Such reserves are established based upon reports received from ceding companies or estimated using pro rata methods based on statistical data. Reinstatement premiums represent additional premium received on reinsurance coverages, most prevalently catastrophe related, when limits have been depleted under the original reinsurance contract and additional coverage is granted.  Written and earned premiums and the related costs, which have not yet been reported to the Company, are estimated and accrued.  Premiums are net of ceded reinsurance.

G.  Prepaid Reinsurance Premiums.
Prepaid reinsurance premiums represent unearned premium reserves ceded to other reinsurers.  Prepaid reinsurance premiums for any foreign reinsurers comprising more than 10% of the outstanding balance at December 31, 20122014 were collateralized either through acollateralized trust arrangementarrangements, rights of offset or letters of credit, thereby limiting the credit risk to the Company.

H.  Income Taxes.
The Company and its wholly-owned subsidiaries file a consolidated U.S. federal income tax return.  Foreign branches of subsidiaries file local tax returns as required.  Deferred income taxes have been recorded to recognize the tax effect of temporary differences between the financial reporting and income tax bases of assets and liabilities, which arise because of differences between GAAP and income tax accounting rules.

I.  Foreign Currency.
Assets and liabilities relating to foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date; revenues and expenses are translated into U.S. dollars using average exchange rates in effect during the reporting period.  Gains and losses resulting from translating foreign currency financial statements, net of deferred income taxes, are excluded from net income (loss) and accumulated in stockholder’s equity.  Gains and losses resulting from foreign currency transactions, other than debt securities available for sale, are recorded through the consolidated statements of operations and comprehensive income (loss) in other income (expense).  Gains and losses resulting from changes in the foreign currency exchange rates on debt securities, available for sale at market value, are recorded in the consolidated balance sheets in accumulated other comprehensive income (loss) as unrealized appreciation (depreciation) and any losses which are deemed other-than-temporary are changedcharged to net income (loss) as net realized capital loss.

J.  Segmentation.
The Company, through its subsidiaries, operates in three segments:  U.S. Reinsurance, International and Insurance.  See also Note 18.

F-9

K.  Retroactive Reinsurance.
Premiums on ceded retroactive contracts are earned when written with a corresponding reinsurance recoverable established for the amount of reserves ceded.  The initial gain, if applicable, is deferred and amortized into income over an actuarially determined expected payout period.  Any future loss is recognized immediately and charged against earnings.




L. Application of Recently Issued Accounting Standard Changes.
Intangibles-Goodwill or Other.  In September 2011, the Financial Accounting Standards Board (“FASB”) amended the authoritative guidance for disclosures on Goodwill Impairment.  The amendment allows an entity first to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis in determining whether it is necessary to perform the two-step goodwill impairment test.  This guidance is effective for periods beginning after December 15, 2011.  The Company implemented this guidance as of January 1, 2012.

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.

Common Fair Value Measurement.  In May 2011,February, 2013, the FASB issued amendments to existing guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. The amendments change wording used to describe many GAAP fair value measurement requirements and disclosures. FASB does not intendan additional amendment for the amendments to cause a change in applicationpresentation of fair value accounting guidance.  The guidance is effective for reporting periods beginning after December 15, 2011.amounts reclassified out of accumulated other comprehensive income by component.  The Company implemented thisthe proposed guidance prospectively as of January 1, 2012.2013.

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 $7,215 thousand of previously deferrable acquisition costs willwould be expensed, during 2012 and the first quarter of 2013, including $5,818 thousand of previously deferrable acquisition costsand $1,397 thousand expensed in 2012.  If the guidance had been applicable for the prior periods, the Company would have expensed $7,462 thousand of deferrable acquisition costs during 2011.

Improving Disclosures About Fair Value Measurements.  In January 2010, the FASB amended the authoritative guidance for disclosures on fair value measurements.  Effective for interimyears ended December 31, 2012 and annual reporting periods beginning after December 15, 2009, the guidance requires a new separate disclosure for:  significant transfers in and out of Level 1 and 2 and the reasons for the transfers; and provided clarification on existing disclosures2013, respectively.  No additional expense will be incurred related to include:  fair value measurement disclosures by class of assets and liabilities and disclosure on valuation techniques and inputs used to measure fair value that fall in either Level 2 or Level 3.  The Company implemented this guidance effective January 1, 2010.  Effective for interim and annual reporting periods beginning after December 15, 2010, the guidance requires another new separate disclosureimplementation in regards to Level 3 fair value measurements in that, the period activity will present separately information about purchases, sales, issuances and settlements.  Comparative disclosures shall be required only for periods ending after initial adoption.  The Company implemented this guidance beginning with the third quarter of 2010.future periods.


F-10



2.  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 and other-than-temporary impairments (“OTTI”) in accumulated other comprehensive income (“AOCI”) are as follows for the periods indicated:


  At December 31, 2014
  Amortized  Unrealized  Unrealized  Market  OTTI in AOCI 
(Dollars in thousands) Cost  Appreciation  Depreciation  Value  (a) 
Fixed maturity securities               
U.S. Treasury securities and obligations of               
U.S. government agencies and corporations $135,724  $1,416  $(304) $136,836  $- 
Obligations of U.S. states and political subdivisions  783,129   41,969   (626)  824,472   - 
Corporate securities  1,992,200   39,954   (53,219)  1,978,935   (9,735)
Asset-backed securities  94,470   727   (374)  94,823   - 
Mortgage-backed securities                    
Commercial  57,027   2,292   (51)  59,268   - 
Agency residential  596,140   6,697   (4,720)  598,117   - 
Non-agency residential  271   44   -   315   - 
Foreign government securities  515,016   27,415   (5,344)  537,087   - 
Foreign corporate securities  1,061,546   27,832   (25,820)  1,063,558   - 
Total fixed maturity securities $5,235,523  $148,346  $(90,458) $5,293,411  $(9,735)
Equity securities $15  $1  $-  $16  $- 
  At December 31, 2012 
  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 $77,611  $1,448  $(869) $78,190 
Obligations of U.S. states and political subdivisions  1,214,990   78,096   (1,123)  1,291,963 
Corporate securities  1,510,186   61,137   (6,471)  1,564,852 
Asset-backed securities  44,070   2,417   -   46,487 
Mortgage-backed securities                
Commercial  45,157   7,534   (67)  52,624 
Agency residential  672,724   12,722   (1,724)  683,722 
Non-agency residential  1,933   429   (33)  2,329 
Foreign government securities  732,277   51,461   (3,735)  780,003 
Foreign corporate securities  990,671   46,850   (6,281)  1,031,240 
Total fixed maturity securities $5,289,619  $262,094  $(20,303) $5,531,410 
Equity securities $15  $-  $(2) $13 



  At December 31, 2011 
  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 $77,351  $2,475  $(287) $79,539 
Obligations of U.S. states and political subdivisions  1,558,615   102,815   (525)  1,660,905 
Corporate securities  1,200,941   45,070   (17,776)  1,228,235 
Asset-backed securities  44,351   758   (6)  45,103 
Mortgage-backed securities                
Commercial  41,953   7,187   (1,266)  47,874 
Agency residential  528,946   16,209   (1,762)  543,393 
Non-agency residential  24,139   470   (320)  24,289 
Foreign government securities  733,814   57,437   (2,602)  788,649 
Foreign corporate securities  670,544   29,421   (10,924)  689,041 
Total fixed maturity securities $4,880,654  $261,842  $(35,468) $5,107,028 
Equity securities $15  $-  $(5) $10 


The $780,003 thousand of foreign government securities at December 31, 2012 included $90,169 thousand of European sovereign securities.  Approximately 48.9%, 15.8%, 11.6%, 7.3% and 5.4% of European Sovereign Securities represented securities held in the governments of France, the United Kingdom, Sweden, the Netherlands and Austria, 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 December 31, 2012.


 
F-11F-10



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:

  At December 31, 2013
  Amortized  Unrealized  Unrealized  Market  OTTI in AOCI 
(Dollars in thousands) Cost  Appreciation  Depreciation  Value  (a) 
Fixed maturity securities               
U.S. Treasury securities and obligations of               
U.S. government agencies and corporations $72,211  $420  $(946) $71,685  $- 
Obligations of U.S. states and political subdivisions  970,735   40,815   (9,022)  1,002,528   - 
Corporate securities  1,669,553   45,355   (12,493)  1,702,415   - 
Asset-backed securities  38,544   1,065   -   39,609   - 
Mortgage-backed securities                    
Commercial  34,855   3,811   -   38,666   - 
Agency residential  709,589   6,331   (18,521)  697,399   - 
Non-agency residential  859   113   (33)  939   - 
Foreign government securities  654,029   28,739   (7,941)  674,827   - 
Foreign corporate securities  966,225   23,227   (15,599)  973,853   - 
Total fixed maturity securities $5,116,600  $149,876  $(64,555) $5,201,921  $- 
Equity securities $15  $-  $(2) $13  $- 

  At December 31, 
(Dollars in thousands) 2012  2011 
Pre-tax cumulative unrealized appreciation (depreciation) $399  $635 

(a)
    Represents the amount of OTTI recognized in AOCI.  Amount includes unrealized gains and losses on impaired securities relating to changes in the value of such securities subsequent to the impairment measurement date.

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 December 31, 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 $385,721  $384,022  $462,133  $463,674 
    Due after one year through five years  2,387,533   2,369,917   2,251,169   2,300,475 
    Due after five years through ten years  1,025,221   1,029,077   988,896   1,000,053 
    Due after ten years  689,140   757,872   630,555   661,106 
Asset-backed securities  94,470   94,823   38,544   39,609 
Mortgage-backed securities                
Commercial  57,027   59,268   34,855   38,666 
Agency residential  596,140   598,117   709,589   697,399 
Non-agency residential  271   315   859   939 
Total fixed maturity securities $5,235,523  $5,293,411  $5,116,600  $5,201,921 

  At December 31, 2012  At December 31, 2011 
  Amortized  Market  Amortized  Market 
(Dollars in thousands) Cost  Value  Cost  Value 
Fixed maturity securities – available for sale            
    Due in one year or less $329,474  $330,149  $224,406  $223,507 
    Due after one year through five years  2,380,093   2,462,430   2,055,299   2,129,437 
    Due after five years through ten years  1,008,653   1,064,579   955,253   1,009,893 
    Due after ten years  807,515   889,090   1,006,307   1,083,532 
Asset-backed securities  44,070   46,487   44,351   45,103 
Mortgage-backed securities                
Commercial  45,157   52,624   41,953   47,874 
Agency residential  672,724   683,722   528,946   543,393 
Non-agency residential  1,933   2,329   24,139   24,289 
Total fixed maturity securities $5,289,619  $5,531,410  $4,880,654  $5,107,028 
F-11



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


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  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 $15,653  $66,765  $(17,697) $(156,072)
Fixed maturity securities, other-than-temporary impairment  (236)  (188)  (9,735)  (399)
Fixed maturity securities, reclassification due to sale of subsidiary to related party, pre-tax  -   (1,785)
Equity securities  3   (3)  3   - 
Other invested assets  -   (1,515)
Change in unrealized appreciation (depreciation), pre-tax  15,420   63,274   (27,429)  (156,471)
Deferred tax benefit (expense)  (5,480)  (22,837)  6,193   54,625 
Deferred tax benefit (expense), other-than-temporary impairment  83   66   3,407   140 
Deferred tax benefit (expense), reclassification due to sale of subsidiary to related party  -   625 
Change in unrealized appreciation (depreciation),                
net of deferred taxes, included in stockholder's equity $10,023  $41,128  $(17,829) $(101,706)

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
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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.

F-12

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 December 31, 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 $13,187  $(20) $26,897  $(284) $40,084  $(304)
Obligations of U.S. states and political subdivisions  20,428   (242)  18,199   (384)  38,627   (626)
Corporate securities  830,928   (48,891)  171,207   (4,328)  1,002,135   (53,219)
Asset-backed securities  62,451   (374)  -   -   62,451   (374)
Mortgage-backed securities                        
Commercial  11,742   (51)  -   -   11,742   (51)
Agency residential  24,230   (59)  267,824   (4,661)  292,054   (4,720)
Non-agency residential  -   -   -   -   -   - 
Foreign government securities  45,521   (913)  53,086   (4,431)  98,607   (5,344)
Foreign corporate securities  228,733   (21,704)  117,713   (4,116)  346,446   (25,820)
Total fixed maturity securities $1,237,220  $(72,254) $654,926  $(18,204) $1,892,146  $(90,458)
Equity securities  -   -   -   -   -   - 
Total $1,237,220  $(72,254) $654,926  $(18,204) $1,892,146  $(90,458)


  Duration of Unrealized Loss at December 31, 2012 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 $8,058  $(292) $3,386  $(577) $11,444  $(869)
Obligations of U.S. states and political subdivisions  38,754   (1,072)  5,781   (51)  44,535   (1,123)
Corporate securities  122,138   (1,566)  62,492   (4,905)  184,630   (6,471)
Asset-backed securities  -   -   -   -   -   - 
Mortgage-backed securities                        
Commercial  -   -   10,729   (67)  10,729   (67)
Agency residential  177,336   (1,042)  54,595   (682)  231,931   (1,724)
Non-agency residential  -   -   446   (33)  446   (33)
Foreign government securities  13,958   (105)  34,355   (3,630)  48,313   (3,735)
Foreign corporate securities  44,945   (565)  53,672   (5,716)  98,617   (6,281)
Total fixed maturity securities $405,189  $(4,642) $225,456  $(15,661) $630,645  $(20,303)
Equity securities  -   -   13   (2)  13   (2)
Total $405,189  $(4,642) $225,469  $(15,663) $630,658  $(20,305)


F-13


 Duration of Unrealized Loss at December 31, 2012 By Maturity  Duration of Unrealized Loss at December 31, 2014 By Maturity
 Less than 12 months  Greater than 12 months  Total  Less than 12 months  Greater than 12 months  Total 
    Gross     Gross     Gross     Gross     Gross     Gross 
    Unrealized     Unrealized     Unrealized     Unrealized     Unrealized     Unrealized 
(Dollars in thousands) Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation 
Fixed maturity securities                                    
Due in one year or less $5,875  $(24) $19,291  $(2,833) $25,166  $(2,857) $12,858  $(550) $53,528  $(4,224) $66,386  $(4,774)
Due in one year through five years  103,313   (1,671)  110,161   (10,564)  213,474   (12,235)  622,137   (51,262)  243,192   (6,306)  865,329   (57,568)
Due in five years through ten years  57,225   (678)  16,385   (1,008)  73,610   (1,686)  467,187   (18,958)  66,630   (2,018)  533,817   (20,976)
Due after ten years  61,440   (1,227)  13,849   (474)  75,289   (1,701)  36,615   (1,000)  23,752   (995)  60,367   (1,995)
Asset-backed securities  -   -   -   -   -   -   62,451   (374)  -   -   62,451   (374)
Mortgage-backed securities  177,336   (1,042)  65,770   (782)  243,106   (1,824)  35,972   (110)  267,824   (4,661)  303,796   (4,771)
Total fixed maturity securities $405,189  $(4,642) $225,456  $(15,661) $630,645  $(20,303) $1,237,220  $(72,254) $654,926  $(18,204) $1,892,146  $(90,458)

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 20122014 were $630,658$1,892,146 thousand and $20,305$90,458 thousand, respectively.  There were no unrealized losses on aThe market value of securities for the single issuer that exceeded 0.02%whose securities comprised the largest unrealized loss position at December 31, 2014, did not exceed 0.3% of the overall market value of the Company’s fixed maturity securities at December 31, 2012.securities.  In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector.  The $4,642$72,254 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were primarily comprised of domestic and foreign corporate securities, state and municipal securities as well as agency residential mortgage-backed securities.  OfThe majority of these unrealized losses $3,281are attributable to unrealized losses in the energy sector, $53,772 thousand, were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.as falling oil prices disrupted the market values for this sector, particularly for oil exploration, production and servicing companies during the fourth quarter of 2014 and unrealized foreign exchange losses, $7,298 thousand, as the U.S. dollar has strengthened against other currencies. The $15,661$18,204 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domesticagency residential mortgage-backed securities, foreign and foreigndomestic corporate securities as well asand foreign government securities.  Of these unrealized losses, $14,401$16,680 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The non-investment grade securitiesCompany did not have any sub-prime or alt-A loans with unrealized losses were mainly comprised of corporate securities, with the majority representing floating interest rate bank loan securities.  The gross unrealized depreciation for mortgage-backed securities included $33 thousand related to sub-prime and alt-A loans.at December 31, 2014.  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.


F-13

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.


F-14



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 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 $39,274  $(302) $8,751  $(644) $48,025  $(946)
Obligations of U.S. states and political subdivisions  92,760   (4,852)  39,689   (4,170)  132,449   (9,022)
Corporate securities  388,721   (8,981)  56,156   (3,512)  444,877   (12,493)
Asset-backed securities  -   -   -   -   -   - 
Mortgage-backed securities                        
Commercial  -   -   -   -   -   - 
Agency residential  381,149   (14,084)  131,504   (4,437)  512,653   (18,521)
Non-agency residential  -   -   202   (33)  202   (33)
Foreign government securities  100,984   (5,255)  29,174   (2,686)  130,158   (7,941)
Foreign corporate securities  321,933   (11,394)  66,715   (4,205)  388,648   (15,599)
Total fixed maturity securities $1,324,821  $(44,868) $332,191  $(19,687) $1,657,012  $(64,555)
Equity securities  13   (2)  -   -   13   (2)
Total $1,324,834  $(44,870) $332,191  $(19,687) $1,657,025  $(64,557)

  Duration of Unrealized Loss at December 31, 2011 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 $-  $-  $3,452  $(287) $3,452  $(287)
Obligations of U.S. states and political subdivisions  -   -   7,518   (525)  7,518   (525)
Corporate securities  342,959   (8,449)  75,998   (9,327)  418,957   (17,776)
Asset-backed securities  819   (6)  -   -   819   (6)
Mortgage-backed securities                        
Commercial  9,292   (1,266)  -   -   9,292   (1,266)
Agency residential  151,951   (1,695)  7,199   (67)  159,150   (1,762)
Non-agency residential  41   -   20,693   (320)  20,734   (320)
Foreign government securities  12,777   (269)  40,743   (2,333)  53,520   (2,602)
Foreign corporate securities  77,458   (2,025)  94,182   (8,899)  171,640   (10,924)
Total fixed maturity securities $595,297  $(13,710) $249,785  $(21,758) $845,082  $(35,468)
Equity securities  -   -   10   (5)  10   (5)
Total $595,297  $(13,710) $249,795  $(21,763) $845,092  $(35,473)



 Duration of Unrealized Loss at December 31, 2011 By Maturity  Duration of Unrealized Loss at December 31, 2013 By Maturity
 Less than 12 months  Greater than 12 months  Total  Less than 12 months  Greater than 12 months  Total 
    Gross     Gross     Gross     Gross     Gross     Gross 
    Unrealized     Unrealized     Unrealized     Unrealized     Unrealized     Unrealized 
(Dollars in thousands) Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation 
Fixed maturity securities                                    
Due in one year or less $9,583  $(59) $26,204  $(4,486) $35,787  $(4,545) $17,315  $(1,273) $31,679  $(4,132) $48,994  $(5,405)
Due in one year through five years  213,809   (4,754)  137,972   (9,576)  351,781   (14,330)  425,627   (8,982)  111,150   (5,647)  536,777   (14,629)
Due in five years through ten years  186,061   (5,484)  37,964   (2,391)  224,025   (7,875)  312,341   (10,408)  14,865   (663)  327,206   (11,071)
Due after ten years  23,741   (446)  19,753   (4,918)  43,494   (5,364)  188,389   (10,121)  42,791   (4,775)  231,180   (14,896)
Asset-backed securities  819   (6)  -   -   819   (6)  -   -   -   -   -   - 
Mortgage-backed securities  161,284   (2,961)  27,892   (387)  189,176   (3,348)  381,149   (14,084)  131,706   (4,470)  512,855   (18,554)
Total fixed maturity securities $595,297  $(13,710) $249,785  $(21,758) $845,082  $(35,468) $1,324,821  $(44,868) $332,191  $(19,687) $1,657,012  $(64,555)


The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 20112013 were $845,092$1,657,025 thousand and $35,473$64,557 thousand, respectively.  There were no unrealized losses on aThe market value of securities for the single issuer that exceeded 0.09%whose securities comprised the largest unrealized loss position at December 31, 2013, did not exceed 0.9% of the overall market value of the Company’s fixed maturity securities at December 31, 2011.securities.  In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector.  The $13,710$44,868 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generallyprimarily comprised of domestic and foreign corporate securities, foreign government securities, agency residential mortgage-backed securities as well as commercialstate and agency residential mortgage-backedmunicipal securities.  Of these unrealized losses, $5,635$38,527 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The $21,758$19,687 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 andsecurities, foreign government securities, agency residential mortgage-backed securities as well as state and municipal securities.  Of these unrealized losses, $15,880$18,867 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The non-investment grade securities with unrealized losses were mainly comprised of corporate securities, with the majority representing a large number of short duration, floating interest rate bank loan securities.  The gross unrealized depreciation for mortgage-backed securities included $56$33 thousand related to sub-prime
F-14

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.
F-15


Other invested assets, at fair value, isare comprised of common shares of the Company’s ultimate parent, Group.  At December 31, 2012,2014, the Company held 9,719,971 shares of Group representing 15.9%17.9% of the total outstanding shares.

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


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Fixed maturity securities $216,796  $232,287  $290,454 
Fixed maturities $207,861  $210,416  $216,796 
Equity securities  39,284   29,694   10,190   34,112   36,274   39,284 
Short-term investments and cash  1,051   1,078   407   1,190   1,090   1,051 
Other invested assets                        
Limited partnerships  39,696   42,349   45,464   29,653   36,737   39,696 
Dividends from Parent's shares  18,663   18,645   14,029   31,104   21,287   18,663 
Other  3,851   2,741   1,274   3,620   7,328   3,851 
Total gross investment income  319,341   326,794   361,818 
Interest debited (credited) and other investment expense  (13,196)  (13,861)  (11,474)
Total net investment income $306,145  $312,933  $350,344 
Gross investment income before adjustments  307,540   313,132   319,341 
Funds held interest income (expense)  5,429   6,925   4,408 
Gross investment income  312,969   320,057   323,749 
Investment expenses  (22,658)  (23,061)  (17,604)
Net investment income $290,310  $296,996  $306,145 
            
(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 $67,980$261,709 thousand in limited partnerships at December 31, 2012.2014.  These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2016.2020.

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

  
Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Fixed maturity securities, market value:         
Other-than-temporary impairments $(38,912) $-  $(6,634)
Gains (losses) from sales  (2,711)  3,792   5,660 
Fixed maturity securities, fair value:            
Gain (losses) from sales  (3,137)  201   5,675 
Gains (losses) from fair value adjustments  (1,498)  307   1,941 
Equity securities, fair value:            
Gains (losses) from sales  (385)  31,566   22,562 
Gains (losses) from fair value adjustments  113,065   240,927   111,155 
Other invested assets, fair value:            
Gains (losses) from fair value adjustments  140,259   446,341   251,359 
Short-term investment gains (losses)  (2)  15   (16)
Total net realized capital gains (losses) $206,679  $723,149  $391,702 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Fixed maturity securities, market value:         
Other-than-temporary impairments $(6,634) $(14,522) $(2,106)
Gains (losses) from sales  5,660   (16,652)  (33,323)
Fixed maturity securities, fair value:            
Gain (losses) from sales  5,675   (905)  775 
Gains (losses) from fair value adjustments  1,941   (15,518)  15,091 
Equity securities, market value:            
Gains (losses) from sales  -   37   - 
Equity securities, fair value:            
Gains (losses) from sales  22,562   7,644   6,153 
Gains (losses) from fair value adjustments  111,155   7,200   52,790 
Other invested assets, fair value:            
Gains (losses) from fair value adjustments  251,359   (8,400)  25,912 
Short-term investment gains (losses)  (16)  -   (1)
Total net realized capital gains (losses) $391,702  $(41,116) $65,291 
F-15



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.

F-16



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:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Proceeds from sales of fixed maturity securities $561,408  $1,274,308  $973,951  $1,116,743  $619,914  $561,408 
Gross gains from sales  21,051   39,363   8,436   14,782   14,914   21,051 
Gross losses from sales  (9,716)  (56,920)  (40,984)  (20,630)  (10,921)  (9,716)
                        
Proceeds from sales of equity secuities $546,463  $264,945  $230,562 
Proceeds from sales of equity securities $528,958  $612,516  $546,463 
Gross gains from sales  40,808   15,875   11,446   17,921   40,191   40,808 
Gross losses from sales  (18,246)  (8,194)  (5,293)  (18,306)  (8,925)  (18,246)


Securities with a carrying value amount of $1,478,079$1,434,105 thousand at December 31, 2012,2014, were on deposit with various state or governmental insurance departments in compliance with insurance laws.

3.  RESERVES FOR LOSSES AND LAE

Reserves for losses and LAE.
Activity in the reserve for losses and LAE is summarized for the periods indicated:

  At December 31,
(Dollars in thousands) 2014 2013 2012
Gross reserves at January 1 $7,653,229  $8,143,055  $8,290,619 
Less reinsurance recoverables  (3,427,385)  (3,444,970)  (3,374,427)
Net reserves at January 1  4,225,844   4,698,085   4,916,192 
             
Incurred related to:            
Current year  1,314,887   1,227,525   1,237,486 
Prior years  39,206   44,631   12,258 
Total incurred losses and LAE  1,354,093   1,272,156   1,249,744 
             
Paid related to:            
Current year  452,662   464,914   365,805 
Prior years  926,819   1,209,941   1,097,353 
Total paid losses and LAE  1,379,481   1,674,855   1,463,158 
             
Foreign exchange/translation adjustment  (59,382)  (69,542)  (4,693)
             
Net reserves at December 31  4,141,074   4,225,844   4,698,085 
Plus reinsurance recoverables  3,702,782   3,427,385   3,444,970 
Gross reserves at December 31 $7,843,856  $7,653,229  $8,143,055 

  At December 31, 
(Dollars in thousands) 2012  2011  2010 
Gross reserves at January 1 $8,290,619  $7,652,303  $7,300,139 
Less reinsurance recoverables  (3,374,427)  (3,265,528)  (3,051,704)
Net reserves at January 1  4,916,192   4,386,775   4,248,435 
             
Incurred related to:            
Current year  1,237,486   1,862,836   1,414,604 
Prior years  12,258   14,767   62,846 
Total incurred losses and LAE  1,249,744   1,877,603   1,477,450 
             
Paid related to:            
Current year  365,805   447,182   277,177 
Prior years  1,097,353   894,242   1,086,262 
Total paid losses and LAE  1,463,158   1,341,424   1,363,438 
             
Foreign exchange/translation adjustment  (4,693)  (6,762)  24,328 
             
Net reserves at December 31  4,698,085   4,916,192   4,386,775 
Plus reinsurance recoverables  3,444,970   3,374,427   3,265,528 
Gross reserves at December 31 $8,143,055  $8,290,619  $7,652,303 
             
(Some amounts may not reconcile due to rounding.)            


Prior years’ reserves increased by $12,258$39,206 thousand, $14,767$44,631 thousand and $62,846$12,258 thousand for the years ended December 31, 2014, 2013 and 2012, 2011respectively.  The increase for 2014 was attributable to an increase of $87,362 thousand in A&E reserves along with unfavorable development of $11,352 thousand in the insurance segment, partially offset by $59,509 thousand of favorable development in the reinsurance segments related to treaty casualty, treaty property and 2010, respectively.  catastrophe reserves.
F-16

The increase for 2013 was attributable to a $71,838 thousand increase in insurance business, primarily related to development on contractors’ liability, workers compensation, and umbrella reserves, partially offset by a $27,207 thousand decrease in reinsurance business, primarily related to favorable development on treaty property reserves.

The increase for 2012 was attributable to a $29,612 thousand increase in insurance business, primarily related to development on contractors’ liability and workers compensation reserves, partially offset by the $17,354 thousand decrease in reinsurance business, primarily related to favorable development on treaty casualty reserves.

The increase for 2011 was attributable to a $71,896 thousand increase in insurance and U.S. reinsurance business, primarily related to development on contractors’ liability, excess casualty and California workers compensation reserves, partially offset by the $57,129 thousand decrease in non-US reinsurance business, primarily related to favorable development on non-catastrophe property reserves.


F-17



Prior years’ reserve development for 2010 was the result of $29,884 thousand increase in insurance reserves, primarily due to reserve strengthening on several terminated programs and $32,962 thousand increase in reinsurance reserves, as a result of losses from contractors’ liability exposure.

Reinsurance Receivables.  Reinsurance receivables for both paid and unpaid losses totaled $3,627,253 thousand and $3,471,302 thousand at December 31, 2012 and 2011, respectively. At December 31, 2012, $2,881,060 thousand, or 79.4%, was receivable from Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and $181,535 thousand, or 5.0%, was receivable from C.V. Starr (Bermuda).  Bermuda Re and CV Starr (Bermuda) receivables are fully collateralized by trust agreements.  No other retrocessionaire accounted for more than 5% of reinsurance receivables.

The Company continues to receive claims under expired insurance and reinsurance contracts asserting injuries and/or damages relating to or resulting from environmental pollution and hazardous substances, including asbestos.  Environmental claims typically assert liability for (a) the mitigation or remediation of environmental contamination or (b) bodily injury or property damage caused by the release of hazardous substances into the land, air or water.  Asbestos claims typically assert liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos.

The Company’s reserves include an estimate of the Company’s ultimate liability for A&E claims.  The Company’s A&E liabilities emanate from Mt. McKinley, a direct subsidiary of the Company, direct insurance business and Everest Re’s assumed reinsurance business.  All of the contracts of insurance and reinsurance under which the Company has received claims during the past three years, expired more than 20 years ago.  There are significant uncertainties surrounding the Company’s reserves for its A&E losses.

A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes incurred losses with respect to A&E reserves on both a gross and net of reinsurance basis for the periods indicated:

  At December 31,
(Dollars in thousands) 2014 2013 2012
Gross basis:         
Beginning of period reserves $402,461  $442,821  $499,911 
Incurred losses  142,233   5,598   132 
Paid losses  (68,490)  (45,958)  (57,222)
End of period reserves $476,205  $402,461  $442,821 
             
Net basis:            
Beginning of period reserves $269,370  $305,469  $341,251 
Incurred losses  87,362   3,965   17 
Paid losses  (52,446)  (40,064)  (35,799)
End of period reserves $304,286  $269,370  $305,469 

  At December 31, 
(Dollars in thousands) 2012  2011  2010 
Gross basis:         
Beginning of period reserves $499,911  $554,790  $638,674 
Incurred losses  132   753   - 
Paid losses  (57,222)  (55,632)  (83,884)
End of period reserves $442,821  $499,911  $554,790 
             
Net basis:            
Beginning of period reserves $341,251  $382,507  $430,421 
Incurred losses  17   (30)  (300)
Paid losses  (35,799)  (41,226)  (47,614)
End of period reserves $305,469  $341,251  $382,507 


Reinsurance Receivables.  Reinsurance receivables for both paid and unpaid losses totaled $4,032,018 thousand and $3,593,042 thousand at December 31, 2014 and 2013, respectively. At December 31, 2012, the gross reserves for A&E losses were comprised of $138,449 thousand representing case reserves reported by ceding companies, $90,637 thousand representing additional case reserves established by the Company on assumed reinsurance claims, $36,667 thousand representing case reserves established by the Company on direct excess insurance claims, including Mt. McKinley and $177,068 thousand representing IBNR reserves.

With respect to asbestos only, at December 31, 2012, the Company had gross asbestos loss reserves of $422,8492014, $3,293,436 thousand, or 95.5%81.7%, was receivable from Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and is fully collateralized by a trust agreement.  No other retrocessionaire accounted for more than 5% of total A&E reserves, of which $339,654 thousand was for assumed business and $83,195 thousand was for direct business.reinsurance receivables.


 
F-18F-17



4.  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 December 31, 20122014 and 2011.2013.

The Company internally manages a small public equity portfolio which had a fair value at December 31, 20122014 and 2013, of $61,893$96,890 thousand and $88,338 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.

AtAs of December 31, 20122014 and 2011,2013, 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.

Other invested assets, at fair value, are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are shares of the Company’s parent, which are actively traded on an exchange and the price is based on a quoted price.


 
F-19F-18

The following table presents the fair value measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period 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, 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 $136,836  $-  $136,836  $- 
Obligations of U.S. States and political subdivisions  824,472   -   824,472   - 
Corporate securities  1,978,935   -   1,978,935   - 
Asset-backed securities  94,823   -   94,823   - 
Mortgage-backed securities                
Commercial  59,268   -   50,671   8,597 
Agency residential  598,117   -   598,117   - 
Non-agency residential  315   -   315   - 
Foreign government securities  537,087   -   537,087   - 
Foreign corporate securities  1,063,558   -   1,056,392   7,166 
Total fixed maturities, market value  5,293,411   -   5,277,648   15,763 
                 
Fixed maturities, fair value  1,509   -   1,509   - 
Equity securities, market value  16   16   -   - 
Equity securities, fair value  1,299,037   1,188,613   110,424   - 
Other invested assets, fair value  1,655,311   1,655,311   -   - 

There were no transfers between Level 1 and Level 2 for the twelve months ended December 31, 2014.

The following table presents the fair value measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period 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 $71,685  $-  $71,685  $- 
Obligations of U.S. States and political subdivisions  1,002,528   -   1,002,528   - 
Corporate securities  1,702,415   -   1,702,415   - 
Asset-backed securities  39,609   -   36,076   3,533 
Mortgage-backed securities                
Commercial  38,666   -   38,666   - 
Agency residential  697,399   -   697,399   - 
Non-agency residential  939   -   935   4 
Foreign government securities  674,827   -   674,827   - 
Foreign corporate securities  973,853   -   973,372   481 
Total fixed maturities, market value  5,201,921   -   5,197,903   4,018 
                 
Fixed maturities, fair value  19,388   -   19,388   - 
Equity securities, market value  13   13   -   - 
Equity securities, fair value  1,298,940   1,179,139   119,801   - 
Other invested assets, fair value  1,515,052   1,515,052   -   - 
     Fair Value Measurement Using: 
     Quoted Prices       
     in Active  Significant    
     Markets for  Other  Significant 
     Identical  Observable  Unobservable 
     Assets  Inputs  Inputs 
(Dollars in thousands) December 31, 2012  (Level 1)  (Level 2)  (Level 3) 
Assets:            
Fixed maturities, market value            
U.S. Treasury securities and obligations of            
U.S. government agencies and corporations $78,190  $-  $78,190  $- 
Obligations of U.S. States and political subdivisions  1,291,963   -   1,291,963   - 
Corporate securities  1,564,852   -   1,564,852   - 
Asset-backed securities  46,487   -   41,638   4,849 
Mortgage-backed securities                
Commercial  52,624   -   52,624   - 
Agency residential  683,722   -   654,324   29,398 
Non-agency residential  2,329   -   2,324   5 
Foreign government securities  780,003   -   780,003   - 
Foreign corporate securities  1,031,240   -   1,019,819   11,421 
Total fixed maturities, market value  5,531,410   -   5,485,737   45,673 
                 
Fixed maturities, fair value  41,470   -   41,470   - 
Equity securities, market value  13   13   -   - 
Equity securities, fair value  1,199,848   1,059,288   140,560   - 
Other invested assets, fair value  1,068,711   1,068,711   -   - 


There were no transfers between Level 1 and Level 2 for the twelve months ended December 31, 2012.


 
F-20F-19



The following table presents the fair value measurement levels for all assets, which the Company has recorded at fair value (fair and market value) as of the period 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, 2011  (Level 1)  (Level 2)  (Level 3) 
Assets:            
Fixed maturities, market value            
U.S. Treasury securities and obligations of            
U.S. government agencies and corporations $79,539  $-  $79,539  $- 
Obligations of U.S. States and political subdivisions  1,660,905   -   1,660,905   - 
Corporate securities  1,228,235   -   1,228,235   - 
Asset-backed securities  45,103   -   29,057   16,046 
Mortgage-backed securities                
Commercial  47,874   -   47,874   - 
Agency residential  543,393   -   543,393   - 
Non-agency residential
  24,289   -   24,282   7 
Foreign government securities  788,649   -   788,649   - 
Foreign corporate securities  689,041   -   686,505   2,536 
Total fixed maturities, market value  5,107,028   -   5,088,439   18,589 
                 
Fixed maturities, fair value  113,606   -   113,606   - 
Equity securities, market value  10   10   -   - 
Equity securities, fair value  1,207,053   1,090,959   116,094   - 
Other invested assets, fair value  817,352   817,352   -   - 


The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs by asset type, for the periods indicated:
 December 31, 2014 December 31, 2013
 Corporate Asset-backed   Foreign Non-agency   Asset-backed Foreign Non-agency Agency  
(Dollars in thousands)Securities Securities CMBS Corporate RMBS Total Securities Corporate RMBS RMBS Total
Beginning balance$-  $3,533  $-  $481  $4  $4,018  $4,849  $11,421  $5  $29,398  $45,673 
Total gains or (losses) (realized/unrealized)                                           
Included in earnings -   1,291   -   73   2   1,366   258   (654)  3   -   (393)
Included in other comprehensive income (loss) 42   (192)  (426)  (5,208)  (3)  (5,787)  (594)  (367)  (25)  -   (986)
Purchases, issuances and settlements 1,274   16,744   9,023   3,135   (3)  30,173   (1,296)  1,080   (73)  -   (289)
Transfers in and/or (out) of Level 3 (1,316)  (21,376)  -   8,685   -   (14,007)  316   (10,999)  94   (29,398)  (39,987)
Ending balance$-  $-  $8,597  $7,166  $-  $15,763  $3,533  $481  $4  $-  $4,018 
                                            
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.)                                           


  December 31, 2012  December 31, 2011 
  Asset-backed  Foreign  Non-agency  Agency     Asset-backed  Foreign  Non-agency    
(Dollars in thousands) Securities  Corporate  RMBS  RMBS  Total  Securities  Corporate  RMBS  Total 
Beginning balance $16,046  $2,536  $7  $-  $18,589  $961  $3,635  $458  $5,054 
Total gains or (losses) (realized/unrealized)                                    
Included in earnings  114   (33)  3   (3)  81   194   (7)  11   198 
Included in other comprehensive income (loss)  696   144   (1)  (164)  675   (659)  (66)  54   (671)
Purchases, issuances and settlements  4,411   18,057   (4)  29,565   52,029   15,550   2,609   (168)  17,991 
Transfers in and/or (out) of Level 3  (16,418)  (9,283)  -   -   (25,701)  -   (3,635)  (348)  (3,983)
Ending balance $4,849  $11,421  $5  $29,398  $45,673  $16,046  $2,536  $7  $18,589 
                                     
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 net transfers from level 3, fair value measurements using significant unobservable inputs, of $14,007 thousand and $39,987 thousand of investments during 2014 and 2013, respectively, primarily relate to securities that were priced using single non-binding broker quotes and were subsequently priced using a recognized pricing service and were then classified as level 2.



F-21


5.  CREDIT FACILITY - EXPIRED

Effective August 15, 2011, the Company entered into a new three year, $150,000 thousand unsecured revolving credit facility, with a syndicate of lenders, replacing the August 23, 2006 five year senior revolving credit facility.  Both the August 15, 2011 and August 23, 2006 revolving credit agreements, which have similar terms, are referred to as the “Holdings Credit Facility”.  Citibank N.A. is the administrative agent for the Holdings Credit Facility., which expired on August 15, 2014.  The Holdings Credit Facility may be used for liquidity and general corporate purposes.  The Holdings Credit Facility provides for the borrowing of upCompany decided not 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 forrenew 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 December 31, 2012, was $1,990,497 thousand.  As of December 31, 2012, the Company was in compliance with all Holdings Credit Facility covenants.expiration.

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


(Dollars in thousands) At December 31, 2012 At December 31, 2011 At December 31, 2014 At December 31, 2013
Bank Commitment  In Use Date of LoanMaturity/Expiry Date Commitment  In Use Date of LoanMaturity/Expiry Date Commitment  In Use Date of LoanMaturity/Expiry Date Commitment  In Use Date of LoanMaturity/Expiry Date
Citibank Holdings Credit Facility $150,000  $-    $150,000  $-    $-  $-    $150,000  $-   
Total revolving credit borrowings      -         -         -         -   
Total letters of credit      1,551  12/31/2013      5,020  12/31/2012      -         851  12/31/2014
                                        
Total Citibank Holdings Credit Facility $150,000  $1,551    $150,000  $5,020    $-  $-    $150,000  $851   


The following table presents the costs incurred in connection with the Holdings Credit Facility for the periods indicated:


  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Credit facility fees incurred $97  $299  $582 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Credit facility fees incurred $582  $476  $457 


F-20

6.  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.
        December 31, 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 notes10/12/2004 10/15/2014 $250,000  $-  $-  $249,958  $259,130 
4.868% Senior notes06/05/2014 06/01/2044  400,000   400,000   404,892   -   - 


        December 31, 2012  December 31, 2011 
        Consolidated Balance     Consolidated Balance    
(Dollars in thousands)Date Issued Date Due Principal Amounts  Sheet Amount  Market Value  Sheet Amount  Market Value 
5.40% Senior notes10/12/2004 10/15/2014 $250,000  $249,907  $266,390  $249,858  $251,370 
8.75% Senior notes (matured and paid on March 15, 2010)03/14/2000 03/15/2010 $200,000  $-  $-  $-  $- 

On June 5, 2014, Holdings issued $400,000 thousand of 30 year senior notes at 4.868%, which will mature on June 1, 2044. Interest will be paid semi-annually on June 1 and December 1 of each year.  The proceeds from the issuance have been used in part to pay off the $250,000 thousand of 5.40% senior notes which matured on October 15, 2014.

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

  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Interest expense incurred $21,818  $13,551  $13,548 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Interest expense incurred $13,548  $13,546  $17,219 


F-22



7.  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 December 31, 2012  December 31, 2011     Maturity Date December 31, 2014 December 31, 2013
  Original     Consolidated Balance     Consolidated Balance      Original     Consolidated Balance     Consolidated Balance    
(Dollars in thousands)Date Issued Principal Amount Scheduled Final Sheet Amount  Market Value  Sheet Amount  Market Value Date Issued Principal Amount Scheduled Final Sheet Amount  Market Value  Sheet Amount  Market Value 
6.6% Long term subordinated notes04/26/2007 $400,000 05/15/2037 05/01/2067 $238,357  $242,138  $238,354  $210,195 04/26/2007 $400,000 05/15/2037 05/01/2067 $238,364  $246,312  $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.  Effective upon the maturity of the Company’s 5.40% senior notes on October 15, 2014,
F-21

the Company’s 4.868% senior notes, due on June 1, 2044, have become the Company’s long term indebtedness that ranks senior to the long term 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:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Interest expense incurred $15,748  $15,748  $15,748  $15,749  $15,748  $15,748 



F-23


8.  JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

The following table displays Holdings’ outstanding junior subordinated debt securities due to Everest Re Capital Trust II (“Capital Trust II”), a wholly owned finance subsidiaryIn accordance with the provisions of Holdings.  Fair value is primarily based on the quoted market price of the related trust preferred securities, and as such, these securities are considered Level 2 under the fair value hierarchy.


        December 31, 2012  December 31, 2011 
        Consolidated Balance     Consolidated Balance    
(Dollars in thousands)Date Issued Date Due Amount Issued  Sheet Amount  Fair Value  Sheet Amount  Fair Value 
6.20% Junior subordinated debt securities03/29/2004 03/29/2034 $329,897  $329,897  $333,225  $329,897  $326,313 


Holdings may redeem the junior subordinated debt securities before their maturity at 100%which were issued on March 29, 2004, Holdings elected to redeem the $329,897 thousand of their principal amount plus accrued interest as6.2% junior subordinated debt securities outstanding on May 24, 2013.  As a result of the dateearly redemption, the Company incurred pre-tax expense of redemption.  The securities may be redeemed, in whole or in part, on one or more occasions at any time on or after March 30, 2009; or at any time, in whole, but not in part, within 90 days$7,282 thousand related to the immediate amortization of the occurrence and continuation of a determination thatremaining capitalized issuance costs on the Trust may become subject to tax or the Investment Company Act.trust preferred securities.

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


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Interest expense incurred $20,454  $20,454  $20,454  $-  $8,181  $20,454 


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

Capital Trust II will redeem all of the outstanding trust preferred securities when the junior subordinated debt securities are paid at maturity on March 29, 2034.  The Company may elect to redeem the junior subordinated debt securities, in whole or in part, at any time on or after March 30, 2009.  If such an early redemption occurs, the outstanding trust preferred securities would also be proportionately redeemed.

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.  In addition, the terms of Holdings Credit Facility (discussed in Note 5) require Everest Re, Holdings’ principal insurance subsidiary, to maintain a certain statutory surplus level as measured at the end of each fiscal year.  At December 31, 2012, $2,272,346 thousand of the $3,068,916 thousand in net assets of Holdings’ consolidated subsidiaries were subject to the foregoing regulatory restrictions.

9.  REINSURANCE AND TRUST AGREEMENTS

A subsidiary of the Company, Everest Re, has established a trust agreement, which effectively uses Everest Re’s investments as collateral, as security for assumed losses payable to a non-affiliated ceding company.  At December 31, 2012,2014, the total amount on deposit in the trust account was $139,921$252,084 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.

On November 18, 2014, the Company entered into a collateralized reinsurance agreement with Kilimanjaro Re to provide the Company with catastrophe reinsurance coverage.  This agreement is a multi-year reinsurance contract which covers specified earthquake events.  The agreement provides up to $500,000 thousand of reinsurance coverage from earthquakes in the United States, Puerto Rico and Canada.

 
F-24F-22

Kilimanjaro has financed the various property catastrophe reinsurance coverage by issuing catastrophe bonds to unrelated, external investors. On April, 24, 2014, Kilimanjaro issued $450,000 thousand of variable rate notes (“Series 2014-1 Notes”).  On November 18, 2014, Kilimanjaro issued $500,000 thousand of variable rate notes (“Series 2014-2 Notes”). The proceeds from the issuance of the Series 2014-1 Notes and the Series 2014-2 Notes are held in reinsurance trust throughout the duration of the applicable reinsurance agreements and invested solely in US government money market funds with a rating of at least “AAAm” by Standard & Poor’s.

10.  OPERATING LEASE AGREEMENTS

The future minimum rental commitments, exclusive of cost escalation clauses, at December 31, 2012,2014, for all of the Company’s operating leases with remaining non-cancelable terms in excess of one year are as follows:


(Dollars in thousands)      
2013 $10,305 
2014  10,192 
2015  11,072  $12,144 
2016  11,162   12,760 
2017  10,526   12,109 
2018  12,209 
2019  12,027 
Thereafter  36,365   20,646 
Net commitments $89,622  $81,895 
    
(Some amounts may not recconcile due to rounding.)    


All of these leases, the expiration terms of which range from 20172016 to 2024, are for the rental of office space.  Rental expense was $12,232$13,028 thousand, $12,656$12,405 thousand and $11,769$12,232 thousand for the years ended December 31, 2012, 20112014, 2013 and 2010,2012, respectively.

11.  INCOME TAXES

All of the income of Holdings'Holdings U.S. subsidiaries is subject to the applicable federal, foreign, state and local taxes on corporations.  Additionally, the income of foreign branches of the Company's insurance operating companies is subject to various income taxes.  The provision for income taxes in the consolidated statementConsolidated Statement of operationsOperations and comprehensive income (loss)Comprehensive Income (Loss) has been determined in accordance with the individual income of each entity and the respective applicable tax laws.  The provision reflects the permanent differences between financial and taxable income relevant to each entity.  The significant components of the provision are as follows for the periods indicated:

  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Current tax expense (benefit):         
U.S. $104,327  $86,345  $18,498 
Foreign  33,171   7,909   10,545 
Total current tax expense (benefit)  137,498   94,254   29,043 
Total deferred U.S. tax expense (benefit)  66,064   312,984   143,952 
Total income tax expense (benefit) $203,562  $407,238  $172,995 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Current tax expense (benefit):         
U.S. $18,498  $660  $(73,747)
Foreign  10,545   19,227   9,797 
Total current tax expense (benefit)  29,043   19,887   (63,950)
Total deferred U.S. tax expense (benefit)  143,952   (190,564)  27,322 
Total income tax expense (benefit) $172,995  $(170,677) $(36,628)
F-23



A reconciliation of the expected income tax provision at the U.S. Federal income tax rate to company's effectivethe Company's total income tax rateprovision is as follows for the periods indicated:
  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Expected income tax provision at the U.S. statutory tax rate $230,190  $421,924  $242,664 
Increase (reduction) in taxes resulting from:            
Tax exempt income  (12,231)  (15,038)  (20,623)
Dividend received deduction  (5,428)  (7,328)  (7,924)
Proration  1,835   2,274   3,138 
Tax audit settlement  -   -   (2,508)
Uncertain tax positions  -   -   (31,912)
Other, net  (10,804)  5,406   (9,840)
Total income tax provision $203,562  $407,238  $172,995 
             
(Some amounts may not reconcile due to rounding)            


  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010 
Expected income tax provision at the U.S. statutory tax rate $242,664   35.0% $(130,724)  35.0% $80,069   35.0%
Increase (reduction) in taxes resulting from:                        
Tax exempt income  (20,623)  -3.0%  (33,672)  9.0%  (56,457)  -24.7%
Dividend received deduction  (7,924)  -1.1%  (6,517)  1.7%  (2,535)  -1.1%
Proration  3,138   0.5%  5,080   -1.4%  8,510   3.7%
Tax audit settlement  (2,508)  -0.4%  (710)  0.2%  (48,867)  -21.4%
Uncertain tax positions  (31,912)  -4.6%  8,139   -2.2%  (5,237)  -2.3%
Other, net  (9,840)  -1.4%  (12,273)  3.3%  (12,111)  -5.3%
Total income tax provision and effective tax rate $172,995   25.0% $(170,677)  45.7% $(36,628)  -16.0%



F-25



During 2012, the Internal Revenue Service ("IRS") completed its audit of the Company for the 2007 and 2008 tax years.  At the conclusion of the audit, the Company paid additional federal income taxes of $12,747 thousand plus interest of $1,702 thousand.  The additional tax liability resulted primarily from adjustments to the timing of the Company’sCompany's utilization of foreign tax credits and, therefore, including interest but net of a permanent benefit from previously unrecorded tax exempt income, this resulted in a $354 thousand income tax benefit.  Also as a result of closing the IRS audit, the Company was able to remeasurere-measure its exposure and take down its reserve for uncertain tax positions by $31,912 thousand and related interest byof $2,154 thousand, resulting in an income tax benefit of $34,067 thousand.

The Company identified net understatements in its Deferred tax asset account of $17,520 thousand during 2012.  The understatements resulted from differences between filed and recorded amounts that had accumulated over several prior periods.  The Company corrected these understatements, resulting in a $17,520 thousand income tax benefit included in the incomeIncome tax expense (benefit)expense(benefit) caption in the Consolidated Statements of Operations and Comprehensive Income (Loss) and increased net income for the same amount.  The Company also increased its Deferred tax asset in its Consolidated Balance Sheets by $17,520 thousand.  The Company believes that the out of period adjustments are immaterial to these financial statements and to all prior periods.  As such, the Company has not restated any prior period amounts.

F-24

Deferred income taxes reflect the tax effect of the temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by the U.S. tax laws and regulations.  The principal items making up the net deferred income tax assets are as follows for the periods indicated:
  At December 31,
(Dollars in thousands) 2014 2013
Deferred tax assets:      
Loss reserve $153,978  $146,781 
Foreign tax credits  64,902   74,255 
Alternative minimum tax credits  44,954   93,336 
Unearned premium reserve  44,582   45,368 
Net unrecognized losses on benefit plans  40,377   20,944 
Deferred gain on reinsurance  35,231   29,965 
Investment impairments  13,841   2,344 
Benefit plan liabilities  9,873   7,968 
Uncollectible reinsurance reserve  5,237   5,534 
Deferred expenses  3,076   2,695 
Other assets  17,357   12,579 
Total deferred tax assets  433,408   441,769 
         
Deferred tax liabilities:        
Net fair value income  403,731   350,747 
Deferred acquisition costs  38,636   39,344 
Net unrealized investment gains  25,516   38,750 
Net unrealized foreign currency gains  -   27,735 
Gain on tender of debt  21,916   27,395 
Bond market discount  3,043   1,629 
Other liabilities  13,158   7,458 
Total deferred tax liabilities  506,000   493,058 
         
Net deferred tax assets/(liabilities) $(72,592) $(51,289)

  At December 31, 
(Dollars in thousands) 2012  2011 
Deferred tax assets:      
Loss reserve $159,320  $183,883 
Foreign tax credits  90,941   74,253 
Net operating loss carryforward  64,353   167,089 
Alternative minimum tax credits  64,088   21,438 
Deferred expenses  40,200   19,351 
Unearned premium reserve  37,558   43,020 
Unfunded pension liability  33,660   29,903 
Deferred gain on reinsurance  30,265   31,464 
Deferred compensation  6,690   7,243 
Uncollectible reinsurance reserve  5,675   5,675 
Investment impairments  3,009   4,478 
Other assets  10,646   17,717 
Total deferred tax assets  546,405   605,514 
         
Deferred tax liabilities:        
Net unrealized fair value income  139,374   20,990 
Net unrealized investment gains  84,934   76,452 
Net unrealized foreign currency gains  42,747   45,837 
Deferred acquisition costs  33,969   58,571 
Gain on tender of debt  27,395   27,395 
Bond market discount  3,050   2,902 
Other liabilities  761   6,877 
Total deferred tax liabilities  332,230   239,024 
         
Net deferred tax assets $214,175  $366,490 



F-26



A reconciliation of the beginning and ending amount of unrecognized tax benefits for the periods indicated is as follows:


(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Balance at January 1 $31,912  $23,773  $29,010  $-  $-  $31,912 
Additions based on tax positions related to the current year  -   8,139   7,119   -   -   - 
Additions for tax positions of prior years  -   -   -   -   -   - 
Reductions for tax positions of prior years  (31,912)  -   -   -   -   (31,912)
Settlements with taxing authorities  -   -   (12,356)  -   -   - 
Lapses of applicable statutes of limitations  -   -   -   -   -   - 
Balance at December 31 $-  $31,912  $23,773  $-  $-  $- 


As a result of closing the 2007 and 2008 IRS audit during 2012, the Company was able to remeasurere-measure its exposure and take down its reserve for uncertain tax positions by $31,912 thousand and accrued interest of $2,154 thousand.  Thus, the entire amount of unrecognized tax benefits at December 31, 2011 and 2010 wereJanuary 1, 2012 was recognized and beneficially affected the effective tax rate in 2012.  The Company is no longer subject to U.S federal, state and local or foreign income tax examinations by tax authoritiesIRS audit for years before 2009.

In 2010, the Company favorably settled a 2003 and 2004 IRS audit. During the years ended December 31, 2011 and 2010, the Company recorded a net overall tax benefit including accrued interest of $710 thousand and $25,920 thousand respectively. In addition, in 2010, the Company was able to take down a $12,356 thousand reserve for uncertain tax positions that had been established with respect to 2003 and 2004.

The Company recognizesrecognized accrued interest related to the net unrecognized tax benefits and penalties in income taxes.  During the year ended December 31, 2012, 2011 and 2010 the Company accrued and recognized a net expense/(benefit) of approximately $(2,154) thousand, $957 thousand and $(9,938) thousand, respectively, in interest and penalties.  Included within the 2010 net expense (benefit) of $(9,938) thousand is $(10,591) thousand of accrued interest related to the 2003 and 2004 IRS audit.

F-25

For U.S. income tax purposes at December 31, 2014, the Company has foreign tax credit carry forwards of $90,941$64,902 thousand that begin to expire in 2017 and net operating loss carryforwards of $183,866 thousand that begin to expire in 2031.2017.  In addition, for U.S. income tax purposes the Company has $64,088$44,954 thousand of Alternative Minimum Tax creditsCredits that do not expire.  Management believes that it is more likely than not that the Company will realize the benefits of the majority of its net deferred tax assets, and accordingly, no valuation allowance has been recorded for the periods presented.

The Company has recorded tax benefits related to share-based compensation deductions for dividends on restricted stock, vestings of restricted stock and exercised stock options in 20122014 and 20112013, respectively, of $2$3,333 thousand and $(11)$2,839 thousand into additional paid-in capital onin the shareholders' equity section of the consolidated balance sheets.Consolidated Balance Sheets.

F-27



12.  REINSURANCE

The Company utilizes reinsurance agreements to reduce its exposure to large claims and catastrophic loss occurrences.  These agreements provide for recovery from reinsurers of a portion of losses and LAE under certain circumstances without relieving the ceding company of its obligations to the policyholders.  Losses and LAE incurred and premiums earned are reported after deduction for reinsurance.  In the event that one or more of the reinsurers were unable to meet their obligations under these reinsurance agreements, the Company would not realize the full value of the reinsurance recoverable balances.  The Company may hold partial collateral, including letters of credit, trust accounts and funds held, under these agreements.  See also Note 1C, Note 3 and Note 3.9.

Premiums written and earned and incurred losses and LAE are comprised of the following for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Written premiums:                  
Direct $1,050,248  $808,526  $823,305  $1,179,034  $1,240,761  $1,050,248 
Assumed  2,519,142   2,749,993   2,644,451   3,786,260   3,196,707   2,519,142 
Ceded  (1,877,789)  (1,804,508)  (1,679,045)  (2,858,320)  (2,320,091)  (1,877,789)
Net written premiums $1,691,601  $1,754,011  $1,788,711  $2,106,974  $2,117,377  $1,691,601 
                        
Premiums earned:                        
Direct $1,032,576  $867,340  $823,734  $1,148,297  $1,183,542  $1,032,576 
Assumed  2,687,521   2,734,765   2,602,704   3,685,784   3,024,825   2,687,521 
Ceded  (1,946,199)  (1,808,250)  (1,612,615)  (2,720,355)  (2,202,006)  (1,946,199)
Net premiums earned $1,773,898  $1,793,855  $1,813,823  $2,113,726  $2,006,361  $1,773,898 
                        
Incurred losses and LAE:                        
Direct $910,136  $738,823  $703,229  $1,073,485  $1,153,004  $910,136 
Assumed  1,630,386   2,491,002   1,946,124   1,855,057   1,473,297   1,630,386 
Ceded  (1,290,778)  (1,352,222)  (1,171,903)  (1,574,449)  (1,354,145)  (1,290,778)
Net incurred losses and LAE $1,249,744  $1,877,603  $1,477,450  $1,354,093  $1,272,156  $1,249,744 

The Company engages in reinsurance transactions with Bermuda Re, Everest International Reinsurance, Ltd. (“Everest International”), Mt. Logan Re, Ltd. (“Mt. Logan Re”) and Everest Insurance Company of Canada (“Everest Canada”), which are affiliated companies primarily driven by enterprise risk and capital management considerations under which business is ceded at market rates and terms.


 
F-28F-26



The table below represents affiliated quota share reinsurance agreements ("whole account quota share") for all new and renewal business for the indicated coverage period:
 
(Dollars in thousands)
               
    Percent  Assuming   Single  Aggregate 
Coverage Period  Ceding Company Ceded  Company Type of Business Occurrence Limit  Limit 
                
01/01/2002-12/31/2002 Everest Re  20.0% Bermuda Re property / casualty business $-  $- 
                   
01/01/2003-12/31/2003 Everest Re  25.0% Bermuda Re property / casualty business  -   - 
                   
01/01/2004-12/31/2005 Everest Re  22.5% Bermuda Re property / casualty business  -   - 
  Everest Re  2.5% Everest International property / casualty business  -   - 
                   
01/01/2006-12/31/2006 Everest Re  18.0% Bermuda Re property business  125,000(1)  - 
  Everest Re  2.0% Everest International property business  -   - 
                   
01/01/2006-12/31/2007 Everest Re  31.5% Bermuda Re casualty business  -   - 
  Everest Re  3.5% Everest International casualty business  -   - 
                   
01/01/2007-12/31/2007 Everest Re  22.5% Bermuda Re property business  130,000(1)  - 
  Everest Re  2.5% Everest International property business  -   - 
                   
01/01/2008-12/31/2008 Everest Re  36.0% Bermuda Re property / casualty business  130,000(1)  275,000(2)
  Everest Re  4.0% Everest International property / casualty business  -   - 
                   
01/01/2009-12/31/2009 Everest Re  36.0% Bermuda Re property / casualty business  150,000(1)  325,000(2)
  Everest Re  8.0% Everest International property / casualty business  -   - 
                   
01/01/2010-12/31/2010 Everest Re  44.0% Bermuda Re property / casualty business  150,000   325,000 
                   
01/01/2011-12/31/2011 Everest Re  50.0% Bermuda Re property / casualty business  150,000   300,000 
                   
01/01/2012 Everest Re  50.0% Bermuda Re property / casualty business  100,000   200,000 
                   
01/01/2003-12/31/2006 Everest Re- Canadian Branch  50.0% Bermuda Re property business  -   - 
01/01/2007-12/31/2009 Everest Re- Canadian Branch  60.0% Bermuda Re property business  -   - 
01/01/2010-12/31/2010 Everest Re- Canadian Branch  60.0% Bermuda Re property business  350,000(3)  - 
01/01/2011-12/31/2011 Everest Re- Canadian Branch  60.0% Bermuda Re property business  350,000(3)  - 
01/01/2012-12/31/2012 Everest Re- Canadian Branch  75.0% Bermuda Re property / casualty business  206,250(3)  412,500(3)
01/01/2013 Everest Re- Canadian Branch  75.0% Bermuda Re property / casualty business  150,000(3)  412,500(3)
                   
01/01/2012 Everest Canada  80.0% Everest Re- Canadian Branch property business  -   - 
                   
(1) The single occurance limit is applied before the loss cessions to either Bermuda Re or Everest International.
          
(2) The aggregate limit is applied before the loss cessions to either Bermuda Re or Everest International.
          
(3) Amounts shown are Canadian dollars.
                


(Dollars in thousands)                 
    Percent  Assuming   Single   Aggregate  
Coverage Period Ceding Company Ceded  Company Type of Business Occurrence Limit   Limit  
                  
01/01/2002-12/31/2002
 Everest Re  20.0% Bermuda Re property / casualty business $-   $-  
                     
01/01/2003-12/31/2003 Everest Re  25.0% Bermuda Re property / casualty business  -    -  
                     
01/01/2004-12/31/2005 Everest Re  22.5% Bermuda Re property / casualty business  -    -  
  Everest Re  2.5% Everest International property / casualty business  -    -  
                     
01/01/2006-12/31/2006 Everest Re  18.0% Bermuda Re property business  125,000 (1)  -  
  Everest Re  2.0% Everest International property business  -    -  
                     
01/01/2006-12/31/2007 Everest Re  31.5% Bermuda Re casualty business  -    -  
  Everest Re  3.5% Everest International casualty business  -    -  
                     
01/01/2007-12/31/2007 Everest Re  22.5% Bermuda Re property business  130,000 (1)  -  
  Everest Re  2.5% Everest International property business  -    -  
                     
01/01/2008-12/31/2008 Everest Re  36.0% Bermuda Re property / casualty business  130,000 (1)  275,000 (2)
  Everest Re  4.0% Everest International property / casualty business  -    -  
                     
01/01/2009-12/31/2009 Everest Re  36.0% Bermuda Re property / casualty business  150,000 (1)  325,000 (2)
  Everest Re  8.0% Everest International property / casualty business  -    -  
                     
01/01/2010-12/31/2010 Everest Re  44.0% Bermuda Re property / casualty business  150,000    325,000  
                     
01/01/2011-12/31/2011 Everest Re  50.0% Bermuda Re property / casualty business  150,000    300,000  
                     
01/01/2012-12/31/2014
 Everest Re  50.0% Bermuda Re property / casualty business  100,000    200,000  
                     
01/01/2015 Everest Re  50.0% Bermuda Re property / casualty business  162,500    325,000  
                     
01/01/2003-12/31/2006 Everest Re- Canadian Branch  50.0% Bermuda Re property business  -    -  
01/01/2007-12/31/2009 Everest Re- Canadian Branch  60.0% Bermuda Re property business  -    -  
01/01/2010-12/31/2010 Everest Re- Canadian Branch  60.0% Bermuda Re property business  350,000 (3)  -  
01/01/2011-12/31/2011
 Everest Re- Canadian Branch  60.0% Bermuda Re property business  350,000 (3)  -  
01/01/2012-12/31/2012 Everest Re- Canadian Branch  75.0% Bermuda Re property / casualty business  206,250 (3)  412,500 (3)
01/01/2013-12/31/2013 Everest Re- Canadian Branch  75.0% Bermuda Re property / casualty business  150,000 (3)  412,500 (3)
01/01/2014  Everest Re- Canadian Branch  75.0% Bermuda Re property / casualty business   262,500 (3)  412,500 (3)
 
01/01/2012Everest Canada80.0%Everest Re- Canadian Branchproperty business--
F-29

(1) The single occurance limit is applied before the loss cessions to either Bermuda Re or Everest International.
(2) The aggregate limit is applied before the loss cessions to either Bermuda Re or Everest International.
(3) Amounts shown are Canadian dollars.

For premiums earned and losses incurred for the period January 1, 2002 through December 31, 2002, Everest Re, Everest National Insurance Company and Everest Security Insurance Company entered into an Excess of Loss Reinsurance Agreement with Bermuda Re, covering workers’ compensation losses occurring on and after January 1, 2002, as respect to new, renewal and in force policies effective on that date through December 31, 2002.  This agreement was commuted as of September 30, 2013.  The table below represents Bermuda Re's liability limits for any losses per one occurrence.


  Liability Limits
(Dollars in thousands) Exceeding Not to Exceed
Losses per one occurrence $100,000  $150,000 


F-27

The table below represents loss portfolio transfer reinsurance agreements whereby net insurance exposures and reserves were transferred to an affiliate.


(Dollars in thousands)         
          
Effective Transferring Assuming % of Business or  Covered Period
Date Company Company Amount of Transfer  of Transfer
          
09/19/2000 Mt. McKinley Bermuda Re  100% All years
10/01/2001 Everest Re  (Belgium Branch) Bermuda Re  100% All years
10/01/2008 Everest Re Bermuda Re $747,022  01/01/2002-12/31/2007


The following tables summarize the premiums and losses ceded by the Company to Bermuda Re and Everest International, respectively, and premiums and losses assumed by the Company from Everest Canada for the periods indicated:

Bermuda Re Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Ceded written premiums $2,273,222  $2,097,812  $1,649,473 
Ceded earned premiums  2,208,084   1,986,421   1,701,811 
Ceded losses and LAE (a)  1,196,118   1,148,841   1,095,331 

Bermuda Re Years Ended December 31, 
Everest International Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Ceded written premiums $1,649,473  $1,627,298  $1,375,778  $286  $691  $1,828 
Ceded earned premiums  1,701,811   1,565,561   1,282,720   563   1,105   3,535 
Ceded losses and LAE (a)  1,095,331   1,226,832   923,123   (2,356)  (3,180)  (2,815)
            
Everest International Years Ended December 31, 
(Dollars in thousands)  2012   2011   2010 
Ceded written premiums $1,828  $885  $48,128 
Ceded earned premiums  3,535   18,238   99,731 
Ceded losses and LAE  (2,815)  5,084   93,648 
            
            
Everest Canada Years Ended December 31, 
(Dollars in thousands)  2012   2011   2010 
Assumed written premiums $17,216  $388  $- 
Assumed earned premiums  15,455   94   - 
Assumed losses and LAE  9,489   57   - 

Everest Canada Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Assumed written premiums $37,436  $20,419  $17,216 
Assumed earned premiums  25,925   17,447   15,455 
Assumed losses and LAE  15,401   12,014   9,489 

(a) Ceded losses and LAE include the Mt. McKinley loss portfolio transfer that constitutes losses ceded under retroactive reinsurance and therefore, in accordance with FASB guidance, a deferred gain on retroactive reinsurance is reflected in other expenses on the consolidated statements of operations and comprehensive income (loss).

Everest Re sold net assets of its UK branch to Bermuda Re and provided Bermuda Re with a reserve indemnity agreement allowing for indemnity payments of up to 90% of ₤25.0 million of the excess of 2002 and prior reserves, provided that any recognition of profit from the reserves for 2002 and prior underwriting years is taken into account.  The limit available under this agreement was fully exhausted at December 31, 2004.
Effective February 27, 2013, Group established a new subsidiary, Mt. Logan Re, which is a Class 3 insurer based in Bermuda.  Effective July 1, 2013, Mt. Logan Re established separate segregated accounts for its business activity, which will invest in a diversified set of catastrophe exposures.

The following table summarizes the premiums and losses that are ceded by the Company to Mt. Logan Re and assumed by the Company from Mt. Logan Re.
Mt. Logan Re Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Ceded written premiums $122,203  $19,066  $- 
Ceded earned premiums  122,979   18,001   - 
Ceded losses and LAE  28,844   4,171   - 
             
Assumed written premiums  13,889   1,735   - 
Assumed earned premiums  13,889   1,735   - 
Assumed losses and LAE  -   -   - 

 
F-30F-28


13.  COMPREHENSIVE INCOME (LOSS)

The following table presents the components of comprehensive income (loss) in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:
  Years Ended December 31, 
  2014 2013 2012
(Dollars in thousands) Before Tax  Tax Effect  Net of Tax  Before Tax  Tax Effect  Net of Tax  Before Tax  Tax Effect  Net of Tax 
Unrealized appreciation (depreciation) ("URA(D)") on securities - temporary $(59,318) $20,744  $(38,574) $(152,280) $53,298  $(98,982) $14,682  $(5,139) $9,544 
URA(D) on securities - OTTI  (9,735)  3,407   (6,328)  (399)  140   (259)  (236)  83   (154)
Reclassification of net realized losses (gains) included in net income (loss)  41,624   (14,551)  27,073   (3,792)  1,327   (2,465)  974   (341)  633 
Foreign currency translation adjustments  (44,938)  15,728   (29,210)  (29,428)  10,300   (19,128)  10,815   (3,786)  7,030 
Benefit plan actuarial net gain (loss)  (60,169)  21,059   (39,110)  27,442   (9,605)  17,837   (18,109)  6,338   (11,771)
Reclassification of amortization of net gain (loss) included in net income (loss)  4,647   (1,627)  3,020   8,889   (3,111)  5,778   7,377   (2,582)  4,795 
Total other comprehensive income (loss) $(127,890) $44,761  $(83,129) $(149,568) $52,349  $(97,219) $15,504  $(5,427) $10,077 
                                     
(Some amounts may not reconcile due to rounding)                                    


  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
          
Net income (loss) $520,329  $(202,821) $265,397 
Other comprehensive income (loss), before tax:            
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period            
URA(D) of investments - temporary  14,682   34,109   (81,731)
URA(D) of investments - non-credit OTTI  (236)  (188)  2,862 
URA(D) on securities arising during the period  14,446   33,921   (78,869)
Less:  reclassification adjustment for realized losses (gains) included in net income (loss)  974   31,138   35,429 
Total URA(D) on securities arising during the period  15,420   65,059   (43,440)
Foreign currency translation adjustments  10,815   (4,316)  41,597 
Pension adjustments  (10,732)  (45,310)  (2,792)
Total other comprehensive income (loss), before tax  15,504   15,434   (4,635)
             
Income tax benefit (expense) related to items of other comprehensive income (loss):            
Tax benefit (expense) on URA(D) arising during the period            
Tax benefit (expense) on URA(D) of investments - temporary  (5,139)  (11,939)  28,606 
Tax benefit (expense) on URA(D) of investments - non-credit OTTI  83   66   (1,002)
Tax benefit (expense) on URA(D) on securities arising during the period  (5,056)  (11,873)  27,604 
Less:  reclassification of tax expense (benefit) on realized losses (gains) included in net income (loss)  (341)  (10,898)  (12,400)
Total tax benefit (expense) from URA(D) arising during the period  (5,397)  (22,771)  15,204 
Tax benefit (expense) from foreign currency translation  (3,786)  1,511   (14,558)
Tax benefit (expense) on pension  3,756   15,858   977 
Total income tax benefit (expense) related to items of other comprehensive income (loss):  (5,427)  (5,402)  1,623 
Other comprehensive income (loss), net of tax  10,077   10,032   (3,012)
Comprehensive income (loss) $530,406  $(192,789) $262,385 
The following table presents details of the amounts reclassified from AOCI for the periods indicated:
  Years Ended December 31, Affected line item within the statements of
AOCI component 2014 2013 operations and comprehensive income (loss)
(Dollars in thousands)        
URA(D) on securities $41,624  $(3,792) Other net realized capital gains (losses)
   (14,551)  1,327  Income tax expense (benefit)
  $27,073  $(2,465) Net income (loss)
           
Benefit plan net gain (loss) $4,647  $8,889  Other underwriting expenses
   (1,627)  (3,111) Income tax expense (benefit)
  $3,020  $5,778  Net income (loss)
           
(Some amounts may not reconcile due to rounding)       


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


  Years Ended December 31,
(Dollars in thousands) 2014 2013
       
Beginning balance of URA (D) on securities $55,457  $157,163 
Current period change in URA (D) of investments - temporary  (11,501)  (101,447)
Current period change in URA (D) of investments - non-credit OTTI  (6,328)  (259)
Ending balance of URA (D) on securities  37,628   55,457 
         
Beginning balance of foreign currency translation adjustments  71,087   90,215 
Current period change in foreign currency translation adjustments  (29,210)  (19,128)
Ending balance of foreign currency translation adjustments  41,877   71,087 
         
Beginning balance of benefit plan net gain (loss)  (38,896)  (62,511)
Current period change in benefit plan net gain (loss)  (36,090)  23,615 
Ending balance of benefit plan net gain (loss)  (74,986)  (38,896)
         
Ending balance of accumulated other comprehensive income (loss) $4,519  $87,648 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
       
Beginning balance of URA (D) on securities $147,140  $106,009 
Current period change in URA (D) of investments - temporary  10,177   42,413 
Current period change in URA (D) of investments - non-credit OTTI  (154)  (122)
Current period change in URA (D) of investments - reclassification due to sale of subsidiary to related party  -   (1,160)
Ending balance of URA (D) on securities  157,163   147,140 
         
Beginning balance of foreign currency translation adjustments  83,185   84,040 
Current period change in foreign currency translation adjustments  7,030   (2,807)
Current period change in foreign currency translation adjustments - reclassification due to sale of subsidiary to related party  -   1,952 
Ending balance of foreign currency translation adjustments  90,215   83,185 
         
Beginning balance of pension  (55,535)  (26,083)
Current period change in pension  (6,976)  (29,452)
Ending balance of pension  (62,511)  (55,535)
         
Ending balance of accumulated other comprehensive income (loss) $184,867  $174,790 



 
F-31F-29



14.  EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans.
The Company maintains both qualified and non-qualified defined benefit pension plans for its U.S. employees employed prior to April 1, 2010.  Generally, the Company computes the benefits based on average earnings over a period prescribed by the plans and credited length of service.  The Company’s non-qualified defined benefit pension plan, affected in October 1995, provides compensating pension benefits for participants whose benefits have been curtailed under the qualified plan due to Internal Revenue Code limitations.

Although not required to make contributions under IRS regulations, the following table summarizes the Company’s contributions to the defined benefit pension plans for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Company contributions $267  $3,223  $6,759  $16,484  $22,536  $267 


The following table summarizes the Company’s pension expense for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Pension expense $16,542  $10,874  $10,783  $18,543  $19,348  $16,542 


The following table summarizes the status of these defined benefit plans for U.S. employees for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2014 2013
Change in projected benefit obligation:            
Benefit obligation at beginning of year $175,364  $138,392  $214,059  $212,159 
Service cost  9,370   7,548   10,015   11,182 
Interest cost  7,971   7,702   10,474   8,511 
Actuarial loss  21,786   26,802 
Actuarial (gain) / loss  55,107   (12,742)
Benefits paid  (2,332)  (5,080)  (19,588)  (5,052)
Projected benefit obligation at end of year  212,159   175,364   270,065   214,059 
                
Change in plan assets:                
Fair value of plan assets at beginning of year  101,304   114,470   152,446   114,807 
Actual return on plan assets  15,568   (11,309)  7,747   20,155 
Actual contributions during the year  267   3,223   16,484   22,536 
Benefits paid  (2,332)  (5,080)  (19,588)  (5,052)
Fair value of plan assets at end of year  114,807   101,304   157,090   152,446 
                
Funded status at end of year $(97,352) $(74,060) $(112,976) $(61,613)
        
(Some amounts may not reconcile due to rounding.)        


Amounts recognized in the consolidated balance sheets for the periods indicated:


  At December 31,
(Dollars in thousands) 2014 2013
Other assets (due beyond one year) $-  $- 
Other liabilities (due within one year)  (5,469)  (17,000)
Other liabilities (due beyond one year)  (107,507)  (44,613)
Net amount recognized in the consolidated balance sheets $(112,976) $(61,613)
  At December 31, 
(Dollars in thousands) 2012  2011 
Other assets (due beyond one year) $-  $- 
Other liabilities (due within one year)  (5,497)  (3,497)
Other liabilities (due beyond one year)  (91,855)  (70,563)
Net amount recognized in the consolidated balance sheets $(97,352) $(74,060)



 
F-32F-30



Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) for the periods indicated:


 At December 31,  At December 31,
(Dollars in thousands) 2012  2011  2014 2013
Prior service cost $(119) $(168) $(21) $(70)
Accumulated income (loss)  (85,820)  (78,755)  (102,671)  (53,318)
Accumulated other comprehensive income (loss) $(85,939) $(78,923) $(102,692) $(53,387)
        
(Some amounts may not reconcile due to rounding.)        


Other changes in other comprehensive income (loss) for the periods indicated are as follows:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2014 2013
Other comprehensive income (loss) at December 31, prior year $(78,923) $(36,436) $(53,387) $(85,939)
Net gain (loss) arising during period  (13,961)  (47,177)  (58,647)  24,402 
Recognition of amortizations in net periodic benefit cost:                
Prior service cost  49   49   49   49 
Actuarial loss  6,896   4,641   9,294   8,101 
Other comprehensive income (loss) at December 31, current year $(85,939) $(78,923) $(102,692) $(53,387)


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


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Service cost $9,370  $7,548  $6,944  $10,015  $11,182  $9,370 
Interest cost  7,971   7,702   7,052   10,474   8,511   7,971 
Expected return on assets  (7,743)  (9,067)  (7,971)  (11,288)  (8,495)  (7,743)
Amortization of actuarial loss from earlier periods  6,896   3,367   2,467   4,341   8,101   6,896 
Amortization of unrecognized prior service cost  49   49   49   49   49   49 
Settlement  -   1,275   2,242   4,953   -   - 
Net periodic benefit cost $16,542  $10,874  $10,783  $18,543  $19,348  $16,542 
                        
Other changes recognized in other comprehensive income (loss):                        
Other comprehensive income (loss) attributable to change from prior year  7,017   42,487       49,305   (32,552)    
                        
Total recognized in net periodic benefit cost and other                        
comprehensive income (loss) $23,559  $53,361      $67,847  $(13,204)    
                        
(Some amounts may not reconcile due to rounding.)                        


The estimated transition obligation, actuarial loss and prior service cost that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year are $0 thousand, $7,415$9,005 thousand and $49$21 thousand, respectively.

The weighted average discount rates used to determine net periodic benefit cost for 2014, 2013 and 2012 2011were 5.00%, 4.00% and 2010 were 4.60%, 5.60% and 6.10%, respectively.  The rate of compensation increase used to determine the net periodic benefit cost for 2012, 20112014, 2013 and 20102012 was 4.0%. The expected long-term rate of return on plan assets for 2014, 2013 and 2012 2011was 7.50%, 7.50% and 2010 was 7.75%, 8.0% and 8.0%, respectively, and was based on expected portfolio returns and allocations.

The weighted average discount rates used to determine the actuarial present value of the projected benefit obligation for yearyears end 2012, 20112014, 2013 and 20102012 were 4.00%, 4.60%5.00% and 5.60%4.00%, respectively.


 
F-33F-31



The following table summarizes the accumulated benefit obligation for the periods indicated:


 At December 31,  At December 31,
(Dollars in thousands) 2012  2011  2014 2013
Qualified Plan $148,107  $118,981  $200,205  $147,803 
Non-qualified Plan  25,579   21,231   19,167   29,774 
Total $173,686  $140,212  $219,371  $177,577 


The following table displays the plans with projected benefit obligations in excess of plan assets for the periods indicated:


 At December 31,  At December 31,
(Dollars in thousands) 2012  2011  2014 2013
Qualified Plan            
Projected benefit obligation $181,617  $146,350  $243,525  $179,512 
Fair value of plan assets  114,807   101,304   157,090   152,446 
Non-qualified Plan                
Projected benefit obligation $30,542  $29,014  $26,540  $34,547 
Fair value of plan assets  -   -   -   - 


The following table displays the plans with accumulated benefit obligations in excess of plan assets for the periods indicated:


 At December 31,  At December 31,
(Dollars in thousands) 2012  2011  2014 2013
Qualified Plan            
Accumulated benefit obligation $148,107  $118,981  $200,205   N/A 
Fair value of plan assets  114,807   101,304   157,090   N/A 
Non-qualified Plan                
Accumulated benefit obligation $25,579  $21,231  $19,167  $29,774 
Fair value of plan assets  -   -   -   - 
        
(N/A, not applicable)        


The following table displays the expected benefit payments in the periods indicated:


(Dollars in thousands)      
2013 $8,567 
2014  7,233 
2015  6,582  $9,683 
2016  6,759   6,297 
2017  7,299   7,619 
2018  9,120 
2019  11,350 
Next 5 years  48,914   63,370 


Plan assets consist of shares in investment trusts with approximately 68%76%, 29%15% and 3%9% of the underlying assets consisting of equity securities, fixed maturities and cash, respectively.  The Company manages the qualified plan investments for U.S. employees.  The assets in the plan consist of debt and equity mutual funds.  Due to the long term nature of the plan, the target asset allocation has historically been 70% equities and 30% bonds.


 
F-34F-32



The following tables present the fair value measurement levels for the qualified plan assets at fair value for the periods indicated:


    Fair Value Measurement Using:     Fair Value Measurement Using:
    Quoted Prices           Quoted Prices       
    in Active  Significant        in Active  Significant    
    Markets for  Other  Significant     Markets for  Other  Significant 
    Identical  Observable  Unobservable     Identical  Observable  Unobservable 
    Assets  Inputs  Inputs     Assets  Inputs  Inputs 
(Dollars in thousands) December 31, 2012  (Level 1)  (Level 2)  (Level 3)  December 31, 2014 (Level 1)  (Level 2)  (Level 3) 
Assets:                        
Cash $-  $-  $-  $-  $-  $-  $-  $- 
Short-term investments, which approximates fair value (a)  3,343   3,343   -   -   14,328   14,328   -   - 
Mutual funds, fair value                                
Fixed income (b)  33,783   33,783   -   -   23,948   23,948   -   - 
Equities (c)  63,065   63,065   -   -   96,762   96,762   -   - 
Multi-strategy equity fund, fair value (d)  9,092   -   -   9,092   10,629   -   -   10,629 
Private equity limited partnership (e)  5,524   -   -   5,524 
Private equity limited partnerships (e)  11,423   -   -   11,423 
Total $114,807  $100,191  $-  $14,616  $157,090  $135,037  $-  $22,053 
                
(Some amounts may not reconcile due to rounding.)                
 
(a)  This category includes high quality, short-term money market instruments, which are issued and payable in U.S. dollars.
(b)  This category includes three fixed income funds, which invest in investment grade securities of corporations, governments and government agencies with approximately half50% in U.S. securities and half50% in international securities.
(c)  This category includes eight funds, which invest in small, mid and multi-cap equity securities including common stocks, securities convertible into common stock and securities with common stock characteristics, such as rights and warrants, with approximately three-fourths90% in U.S. equities and one-fourth10% in international equities.
(d)  This category consists of a privately held fund of U.S. and international equity funds and may include currency hedges for the foreign funds. The fair value is provided by the external investment manager.
(e)  This category consists of two private equity limited partnerships.


    Fair Value Measurement Using:     Fair Value Measurement Using:
    Quoted Prices           Quoted Prices       
    in Active  Significant        in Active  Significant    
    Markets for  Other  Significant     Markets for  Other  Significant 
    Identical  Observable  Unobservable     Identical  Observable  Unobservable 
    Assets  Inputs  Inputs     Assets  Inputs  Inputs 
(Dollars in thousands) December 31, 2011  (Level 1)  (Level 2)  (Level 3)  December 31, 2013 (Level 1)  (Level 2)  (Level 3) 
Assets:                        
Cash $317  $317  $-  $-  $-  $-  $-  $- 
Short-term investments, which approximates fair value (a)  3,109   3,109   -   -   10,590   10,590   -   - 
Mutual funds, fair value                                
Fixed income (b)  33,573   33,573   -   -   24,630   24,630   -   - 
Equities (c)  55,423   55,423   -   -   97,305   97,305   -   - 
Multi-strategy equity fund, fair value (d)  7,891   -   -   7,891   10,765   -   -   10,765 
Private equity limited partnership (e)  991   -   -   991 
Private equity limited partnerships (e)  9,156   -   -   9,156 
Total $101,304  $92,422  $-  $8,882  $152,446  $132,525  $-  $19,921 
                
(Some amounts may not reconcile due to rounding.)                
 
(a)  This category includes high quality, short-term money market instruments, which are issued and payable in U.S. dollars.
(b)  This category includes three fixed income funds, which invest in investment grade securities of corporations, governments and government agencies with approximately half50% in U.S. securities and half50% in international securities.
(c)  This category includes eight funds, which invest in small, mid and multi-cap equity securities including common stocks, securities convertible into common stock and securities with common stock characteristics, such as rights and warrants, with approximately three-fourths90% in U.S. equities and one-fourth10% in international equities.
(d)  This category consists of a privately held fund of U.S. and international equity funds and may include currency hedges for the foreign funds. The fair value is provided by the external investment manager.
(e)  This category consists of a private equity limited partnership.partnerships.


 
F-35F-33



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


 Years Ended December 31,  Year Ended December 31,
(Dollars in thousands) 2012  2011  2014 2013
Assets:            
Balance, beginning of period $8,882  $10,259  $19,921  $14,616 
Actual return on plan assets:                
Realized gains (losses)  (22)  21 
Unrealized gains (losses)  997   (2,380)
Realized gains (losses) relating to assets sold during the period  75   7 
Unrealized gains (losses) relating to assets still held at the reporting date  331   2,589 
Purchases and capital contributions  5,955   1,200   3,390   2,951 
Investment income earned on assets  118   (95)  -   - 
Sales and capital distributions  (1,314)  (123)  (1,664)  (242)
Transfers in and/or (out) of Level 3  -   -   -   - 
Balance, end of period $14,616  $8,882  $22,053  $19,921 
                
The amount of total gains (losses) for the period included in changes in                
net assets attributable to the change in unrealized gains (losses)                
relating to assets still held at the reporting date $1,019  $(2,401) $256  $2,582 
                
(Some amounts may not reconcile due to rounding.)                


The Company does not expect to make any contributions to the qualified plan in 2013.2015.

Defined Contribution Plans.
The Company also maintains both qualified and non-qualified defined contribution plans (“Savings Plan” and “Non-Qualified Savings Plan”, respectively) covering U.S. employees.  Under the plans, the Company contributes up to a maximum 3% of the participants’ compensation based on the contribution percentage of the employee.  The Non-Qualified Savings Plan provides compensating savings plan benefits for participants whose benefits have been curtailed under the Savings Plan due to Internal Revenue Code limitations.  In addition, effective for new hires (and rehires) on or after April 1, 2010, the Company will contribute between 3% and 8% of an employee’s earnings for each payroll period based on the employee’s age.  These contributions will be 100% vested after three years.

The following table presents the Company’s incurred expenses related to these plans for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Incurred expenses $3,209  $2,062  $1,801  $4,676  $3,903  $3,209 


In addition, the Company maintains several defined contribution pension plans covering non-U.S. employees.  Each non-U.S. office (Brazil, Canada and Singapore) maintains a separate plan for the non-U.S. employees working in that location.  The Company contributes various amounts based on salary, age and/or years of service.  The contributions as a percentage of salary for the branch offices range from 6.7%5.7% to 9.2%8.4%.  The contributions are generally used to purchase pension benefits from local insurance providers.  The following table presents the Company’s incurred expenses related to these plans for the periods indicated:

  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Incurred expenses $479  $462  $412 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Incurred expenses $412  $419  $377 



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Post-Retirement Plan.
The Company sponsors a Retiree Health Plan for employees employed prior to April 1, 2010.  This plan provides healthcare benefits for eligible retired employees (and their eligible dependants), who have elected coverage.  The Company anticipates that most covered employees will become eligible for these benefits if they retire while working for the Company.  The cost of these benefits is shared with the retiree.  The Company accrues the post-retirement benefit expense during the period of the employee’s service.


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The following medical cost trend rates were used to determine net cost and benefit obligations:  a healthcare inflation rate for pre-Medicare claims of 7.7%7.2% in 20122014 was assumed to decrease gradually to 4.5% in 2027 and then remain at that level; and a healthcare inflation rate for post-Medicare claims of 6.3% in 20122014 was assumed to decrease gradually to 4.5% in 2027 and then remain at that level.

Changes in the assumed healthcare cost trend can have a significant effect on the amounts reported for the healthcare plans.  A one percent change in the rate would have the following effects on:


 Percentage  Percentage  Percentage Percentage
 Point Increase Point Decrease  Point Increase Point Decrease
(Dollars in thousands) ($ Impact)  ($ Impact)  ($ Impact) ($ Impact)
a. Effect on total service and interest cost components $617  $(478) $674  $(518)
b. Effect on accumulated post-retirement benefit obligation  5,905   (4,611)  8,442   (6,426)


The following table presents the post-retirement benefit expenses for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Post-retirement benefit expenses $3,141  $2,258  $1,947  $3,196  $3,801  $3,141 


The following table summarizes the status of this plan for the periods indicated:


 At December 31,  At December 31,
(Dollars in thousands) 2012  2011  2014 2013
Change in projected benefit obligation:            
Benefit obligation at beginning of year $21,462  $16,754  $27,594  $27,938 
Service cost  1,677   1,165   1,619   1,899 
Interest cost  1,033   934   1,320   1,164 
Actuarial loss  4,136   2,930   6,475   (3,040)
Excise tax cost  11   53 
Benefits paid  (381)  (374)  (502)  (366)
Benefit obligation at end of year  27,938   21,462   36,506   27,594 
                
Change in plan assets:                
Fair value of plan assets at beginning of year  -   -   -   - 
Employer contributions  381   374   502   366 
Benefits paid  (381)  (374)  (502)  (366)
Fair value of plan assets at end of year  -   -   -   - 
                
Funded status at end of year $(27,938) $(21,462) $(36,506) $(27,594)


Amounts recognized in the consolidated balance sheets for the periods indicated:

  At December 31,
(Dollars in thousands) 2014 2013
Other liabilities (due within one year) $(639) $(463)
Other liabilities (due beyond one year)  (35,867)  (27,130)
Net amount recognized in the consolidated balance sheets $(36,506) $(27,594)
         
(Some amounts may not reconcile due to rounding.)        

  At December 31, 
(Dollars in thousands) 2012  2011 
Other liabilities (due within one year) $(472) $(470)
Other liabilities (due beyond one year)  (27,466)  (20,992)
Net amount recognized in the consolidated balance sheets $(27,938) $(21,462)
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Amounts not yet reflected in net periodic benefit cost and included in accumulated other comprehensive income (loss) for the periods indicated:

  At December 31,
(Dollars in thousands) 2014 2013
Accumulated income (loss) $(12,670) $(6,452)
Accumulated other comprehensive income (loss) $(12,670) $(6,452)

  At December 31, 
(Dollars in thousands) 2012  2011 
Accumulated income (loss) $(10,231) $(6,516)
Accumulated other comprehensive income (loss) $(10,231) $(6,516)
F-35



Other changes in other comprehensive income (loss) for the periods indicated are as follows:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2014 2013
Other comprehensive income (loss) at December 31, prior year $(6,516) $(3,692) $(6,452) $(10,231)
Net gain (loss) arising during period  (4,147)  (2,983)  (6,475)  3,040 
Recognition of amortizations in net periodic benefit cost:                
Actuarial loss (gain)  432   159   257   739 
Other comprehensive income (loss) at December 31, current year $(10,231) $(6,516) $(12,670) $(6,452)


Net periodic benefit cost included the following components for the periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Service cost $1,677  $1,165  $1,017  $1,619  $1,899  $1,677 
Interest cost  1,033   934   849   1,320   1,164   1,033 
Net loss recognition  432   159   81   257   739   432 
Net periodic cost $3,142  $2,258  $1,947  $3,196  $3,801  $3,142 
                        
Other changes recognized in other comprehensive income (loss):                        
Other comprehensive gain (loss) attributable to change from prior year  3,715   2,823       6,218   (3,779)    
                        
Total recognized in net periodic benefit cost and                        
other comprehensive income (loss) $6,857  $5,081      $9,414  $22     
            
(Some amounts may not reconcile due to rounding.)            


The estimated transition obligation, actuarial loss and prior service cost that will be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost over the next fiscal year are $0 thousand, $614$843 thousand and $0 thousand, respectively.

The weighted average discount rates used to determine net periodic benefit cost for 2014, 2013 and 2012 2011were 5.00%, 4.00% and 2010 were 4.60%, 5.60% and 6.10%, respectively.

The weighted average discount rates used to determine the actuarial present value of the projected benefit obligation at year end 2012, 20112014, 2013 and 20102012 were 4.00%, 4.60%5.00% and 5.60%4.00%, respectively.

The following table displays the expected benefit payments in the years indicated:

(Dollars in thousands)   
2015 $639 
2016  738 
2017  794 
2018  926 
2019  1,054 
Next 5 years  7,802 

(Dollars in thousands)   
2013 $472 
2014  538 
2015  672 
2016  760 
2017  820 
Next 5 years  6,403 



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15.  DIVIDEND RESTRICTIONS AND STATUTORY FINANCIAL INFORMATION

Holdings and its operating subsidiaries are subject to various regulatory restrictions, including the amount of dividends that may be paid and the level of capital that the operating entities must maintain.  These regulatory restrictions are based upon statutory capital as opposed to GAAP basis equity or net assets.  Holdings’ primary operating subsidiary, Everest Re, is regulated by Delaware law and is subject to the Risk-Based Capital Model (“RBC”) developed by the National Association of Insurance Commissioners (“NAIC”).  This model represents the aggregate regulatory restrictions on net assets and statutory capital and surplus.

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Dividend Restrictions.
Delaware law provides that an insurance company which is a member of an insurance holding company system and is domiciled in the state shall not pay dividends without giving prior notice to the Insurance Commissioner of Delaware and may not pay dividends without the approval of the Insurance Commissioner if the value of the proposed dividend, together with all other dividends and distributions made in the preceding twelve months, exceeds the greater of (1) 10% of statutory surplus or (2) net income, not including realized capital gains, each as reported in the prior year’s statutory annual statement.  In addition, no dividend may be paid in excess of unassigned earned surplus.  At December 31, 2012,2014, Everest Re has $359,026$357,297 thousand available for payment of dividends in 20132015 without the need for prior regulatory approval.

Statutory Financial Information.
Everest Re prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the National Association of Insurance Commissioners (“NAIC”)NAIC and the Delaware Insurance Department.  Prescribed statutory accounting practices are set forth in the NAIC Accounting Practices and Procedures Manual.  The capital and statutory surplus of Everest Re was $2,612,995$2,892,999 thousand and $2,322,115$2,814,337 thousand at December 31, 20122014 and 2011,2013, respectively.  The statutory net income of Everest Re was $359,816$357,298 thousand, $540,020 thousand and net loss was $326,400$359,816 thousand for the years ended December 31, 2014, 2013 and 2012, respectively.

There are certain regulatory and 2011contractual 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.

Capital Restrictions.
In the United States, Everest Re is subject to the RBC developed by the NAIC which determines an authorized control level risk-based capital.  As long as the total adjusted capital is 200% or more of the authorized control level capital, no action is required by the Company.

The regulatory targeted capital and the actual statutory net income ofcapital for Everest Re was $218,452 thousandis as follows:
  
Everest Re (1)
  At December 31,
(Dollars in thousands) 2014 2013
Regulatory targeted capital $1,209,601  $1,094,605 
Actual capital $2,892,999  $2,814,337 
(1)   Regulatory targeted capital represents 200% of the RBC authorized control level calculation for the year ended December 31, 2010, respectively.applicable year.

16.  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
F-37

The Company had a business arrangementhas entered into separate annuity agreements with The Prudential Insurance Company of America (“The Prudential”) wherein, for a fee,and an additional unaffiliated life insurance company in which the Company accepted settledhas either purchased annuity contracts or become the assignee of annuity proceeds that are meant to settle claim payment obligations of certain property and casualty insurers, and, concurrently, becamein 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.future. In these circumstances,both instances, the Company would bebecome contingently liable if either The Prudential which has an A+ (Superior) financial strength rating from A.M. Best Company (“A.M. Best”), wasor the unaffiliated life insurance company were unable to make payments related to the respective annuity payments.  contact.

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


  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
  $144,628  $143,447 



F-39



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:


  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
  $29,132  $27,634 
  At December 31,
(Dollars in thousands) 2014 2013
The Prudential $142,653  $144,734 
Unaffiliated life insurance company $31,964  $30,664 


17.  RELATED-PARTY TRANSACTIONS

Parent

Group entered into a $250,000 thousand long term promissory note agreement with Holdings as of December 31, 2014. The note will mature on December 31, 2023 and has an interest rate of 1.72% that will be paid annually, on December 15th of each year. This transaction is presented as a Note Receivable – Affiliated in the Consolidated Balance Sheets of Holdings.

Group’s Board of Directors approved an amended share repurchase program authorizing Group and/or its subsidiary Holdings to purchase Group’s common shares through open market transactions, privately negotiated transactions or both.  The table below represents the amendments to the share repurchase program for the common shares approved for repurchase.


  Common Shares 
  Authorized for 
Amendment Date Repurchase 
(Dollars in thousands)   
    
09/21/2004 $5,000,000 
07/21/2008  5,000,000 
02/24/2010  5,000,000 
02/22/2012  5,000,000 
  $20,000,000 
 Common Shares
 Authorized for
Amendment Date Repurchase
(Dollars in thousands)
09/21/2004 5,000,000
07/21/2008 5,000,000
02/24/2010 5,000,000
02/22/2012 5,000,000
05/15/2013 5,000,000
11/19/2014 5,000,000
 30,000,000


As of December 31, 2012,2014, Holdings held 9,719,971 common shares of Group, which it had purchased in the open market between February 1, 2007 and March 8, 2011.  The table below represents the total purchase price for these common shares purchased.


(Dollars in thousands)   
Total purchase price $835,371 


Holdings reports these purchases as other invested assets, fair value, in the consolidated balance sheets with changes in fair value re-measurement recorded in net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss).  The following table presents the dividends received on these common shares that are reported as net investment income in the consolidated statements of operations and comprehensive income (loss) for the period indicated.
  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Dividends received $31,104  $21,287  $18,663 

F-38

Outside Directors


  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Dividends received $18,663  $18,645  $14,029 

During the normal course of business, the Company, through its affiliates, engages in insurance and brokerage and commission business transactions, with companies controlled by or affiliated with one or more of Group’s outside directors.  Such transactions, individually and in the aggregate, are not material to the Company’s financial condition, results of operation and cash flows.  See also Note 12.

Affiliated Companies

During the fourth quarter of 2011, the Company sold its subsidiaries, Everest Canada and Premiere, to an affiliated company, Holdings Ireland.  Holdings Ireland is a direct subsidiary of Group, the Company’s ultimate parent.  The Company sold the subsidiaries to Holdings Ireland for $61,005 thousand, which was the book value of the subsidiaries as of September 30, 2011.


F-40



Everest Global Services, Inc. (“Global Services”), an affiliate of Holdings, provides centralized management and home office services, through a management agreement, to Holdings and other affiliated companies within Holdings’ consolidated structure.  Services provided by Everest Global include executive managerial services, legal services, actuarial services, accounting services, information technology services and others.

The following table presents the expenses incurred by Holdings from services provided by Everest Global for the periods indicated.

  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Expenses incurred $77,322  $84,675  $77,463 

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Expenses incurred $78,398  $61,108  $62,740 


Outside Directors

During the normal course of business, the Company, through its affiliates, engages in insurance and brokerage and commission business transactions, with companies controlled by or affiliated with one or more of Group’s outside directors.  Such transactions, individually and in the aggregate, are not material to the Company’s financial condition, results of operation and cash flows.  See also Note 12.

18.  SEGMENT REPORTING

During the quarter ended September 30, 2011, the Company realigned its reporting segments to reflect recent changes in the type and volume of business written. The Company previously reported the results of Marine & Aviation, Surety, Accident and Health (“A&H”) Reinsurance and A&H Primary operations as a separate segment—Specialty Underwriting.  The A&H primary business, which is a relatively new line of business for the Company, has increased significantly, representing approximately 2% of premiums earned and is projected to continue to grow.  The A&H primary business is better aligned with the Insurance reporting segment based on the similarities of this business with those businesses already reflected in the Insurance segment.  The other operating units included in the Specialty Underwriting segment would have encompassed less than 8% of the Company’s premiums earned and their volume is projected to remain approximately 8%.  As a result of the size of these remaining operating units and their similarity to the business reported within U.S. Reinsurance, they have been reclassified to the U.S. Reinsurance segment.  There has been no change to the International reporting segment.  The Company has restated all segment information for prior years to conform to the new reporting segment structure.

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&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, Singapore and through offices in Brazil, Miami and New Jersey.  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.

These segments 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.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses.  Underwriting results are measured 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.

 
F-41F-39


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.


U.S. Reinsurance Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Gross written premiums $1,310,683  $1,346,830  $1,395,433  $2,154,529  $1,826,044  $1,310,683 
Net written premiums  659,692   688,524   773,615   977,858   909,557   659,692 
                        
Premiums earned $722,384  $697,737  $777,704  $988,315  $842,341  $722,384 
Incurred losses and LAE  582,436   623,113   556,529   545,862   424,184   582,436 
Commission and brokerage  168,606   156,026   169,327   201,912   159,747   168,606 
Other underwriting expenses  44,776   39,290   42,510   45,583   47,177   44,776 
Underwriting gain (loss) $(73,434) $(120,692) $9,338  $194,958  $211,233  $(73,434)
 

International Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Gross written premiums $1,630,381  $1,370,615  $1,209,523 
Net written premiums  612,243   610,084   550,732 
             
Premiums earned $600,964  $591,695  $572,466 
Incurred losses and LAE  358,038   315,923   261,473 
Commission and brokerage  119,655   114,331   124,552 
Other underwriting expenses  34,603   33,910   29,294 
Underwriting gain (loss) $88,668  $127,531  $157,147 

 
International Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Gross written premiums $1,209,523  $1,242,609  $1,206,953 
Net written premiums  550,732   615,064   641,359 
             
Premiums earned $572,466  $636,681  $626,295 
Incurred losses and LAE  261,473   856,131   561,872 
Commission and brokerage  124,552   142,273   136,166 
Other underwriting expenses  29,294   27,307   27,646 
Underwriting gain (loss) $157,147  $(389,030) $(99,389)
Insurance Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Gross written premiums $1,049,184  $969,079  $865,371  $1,180,384  $1,240,809  $1,049,184 
Net written premiums  481,177   450,423   373,737   516,873   597,736   481,177 
                        
Premiums earned $479,048  $459,437  $409,824  $524,447  $572,325  $479,048 
Incurred losses and LAE  405,835   398,359   359,049   450,193   532,049   405,835 
Commission and brokerage  17,541   40,356   29,568   17,835   19,844   17,541 
Other underwriting expenses  96,534   87,734   69,676   111,846   112,412   96,534 
Underwriting gain (loss) $(40,862) $(67,012) $(48,469) $(55,427) $(91,980) $(40,862)


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


  Years Ended December 31,
(Dollars in thousands) 2014 2013 2012
Underwriting gain (loss) $228,199  $246,784  $42,851 
Net investment income  290,310   296,996   306,145 
Net realized capital gains (losses)  206,679   723,149   391,702 
Corporate expense  (7,252)  (8,262)  (8,764)
Interest, fee and bond issue cost amortization expense  (37,970)  (45,452)  (50,746)
Other income (expense)  (22,278)  (7,714)  12,136 
Income (loss) before taxes $657,688  $1,205,501  $693,324 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Underwriting gain (loss) $42,851  $(576,734) $(138,520)
Net investment income  306,145   312,933   350,344 
Net realized capital gains (losses)  391,702   (41,116)  65,291 
Corporate expense  (8,764)  (6,073)  (5,867)
Interest, fee and bond issue cost amortization expense  (50,746)  (50,763)  (54,553)
Other income (expense)  12,136   (11,745)  12,074 
Income (loss) before taxes $693,324  $(373,498) $228,769 



 
F-42F-40



The Company produces business in the U.S. and internationally.  The net income deriving from 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 periods indicated:


 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
Canada $148,529  $185,184  $186,861  $159,451  $169,148  $148,529 


Approximately 21.1%17.6%, 29.9%19.6% and 27.0%20.3% of the Company’s gross written premiums in 2012, 20112014, 2013 and 2010,2012, respectively, were sourced through the Company’s largest intermediary.

19.  ACQUISITIONS

During the first quarter of 2011, the Company made several acquisitions to expand its domestic and Canadian insurance operations.  Below are descriptions of the transactions.

On January 2, 2011, the Company acquired the entire business and operations of Heartland Crop Insurance, Inc. (“Heartland”) of Topeka, Kansas for $55,000 thousand in cash, plus contingent payments in future periods based upon achievement of performance targets. Heartland is a managing general agent specializing in crop insurance.

On January 28, 2011, the Company acquired the entire business and operations of Premiere of Toronto, Canada.  Premiere is a managing general agent specializing in entertainment and sports and leisure risks.  On January 31, 2011, the Company acquired the renewal rights and operations of the financial lines business of Executive Risk Insurance Services, Ltd. (“Executive Risk”) of Toronto, Canada. The financial lines business of Executive Risk mainly underwrites Directors and Officers Liability, Fidelity, and Errors and Omissions Liability.

The Company subsequently sold both Premiere and the financial lines of business of Executive Risk to an affiliated company, Holdings Ireland in the fourth quarter of 2011.

Overall, the Company recorded $46,215 thousand of goodwill and $26,903 thousand of intangible assets related to these acquisitions, which are reported as part of other assets within the consolidated balance sheets.  Intangible assets of $7,417 thousand related to these acquisitions were subsequently sold as part of the sale of Premiere and the financial lines of business of Executive Risk to Holdings Ireland.  All remaining intangible assets recorded as part of these acquisitions will be amortized on a straight line basis over seven years, subject to recoverability tests.

20.  SUBSEQUENT EVENTS

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


F-43



21.20. UNAUDITED QUARTERLY FINANCIAL DATA

Summarized quarterly financial data for the periods indicated:

  2014
(Dollars in thousands) 1st Quarter  2nd Quarter  3rd Quarter  4th Quarter 
             
Operating data:            
Gross written premiums $1,084,455  $1,224,820  $1,453,394  $1,202,625 
Net written premiums  499,704   492,727   611,916   502,627 
                 
Premiums earned  470,445   520,736   569,597   552,948 
Net investment income  63,787   68,636   83,446   74,441 
Net realized capital gains (losses)  (4,050)  125,114   (160)  85,775 
Total claims and underwriting expenses  393,391   453,997   510,371   527,768 
Net income (loss)  86,466   158,174   100,141   109,345 

 2012  2013
(Dollars in thousands) 1st Quarter  2nd Quarter  3rd Quarter  4th Quarter  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter 
                        
Operating data:                        
Gross written premiums $857,191  $732,879  $1,010,883  $968,437  $983,746  $1,080,305  $1,239,528  $1,133,889 
Net written premiums  427,379   339,432   458,866   465,924   476,167   531,610   585,262   524,338 
                                
Premiums earned  433,711   438,470   427,112   474,605   448,006   490,022   523,521   544,812 
Net investment income  81,242   74,206   76,342   74,355   76,869   81,736   68,828   69,563 
Net realized capital gains (losses)  176,141   82,589   95,943   37,029   309,806   15,526   208,426   189,391 
Total claims and underwriting expenses  377,402   428,041   359,279   566,325   380,285   453,548   427,626   498,118 
Net income (loss)  214,724   125,653   155,985   23,967   285,651   85,262   243,753   183,597 
  2011 
(Dollars in thousands) 1st Quarter  2nd Quarter  3rd Quarter  4th Quarter 
             
Operating data:            
Gross written premiums $886,399  $811,508  $923,180  $937,431 
Net written premiums  460,083   410,002   439,835   444,093 
                 
Premiums earned  459,393   452,050   442,862   439,550 
Net investment income  87,132   84,459   78,325   63,017 
Net realized capital gains (losses)  40,476   (68,184)  (179,036)  165,628 
Total claims and underwriting expenses  679,757   432,337   435,649   822,846 
Net income (loss)  (97,533)  8,807   261   (114,356)




 
F-44F-41


SCHEDULE I – SUMMARY OF INVESTMENTS -
OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 20122014


Column A Column B  Column C  Column D  Column B  Column C  Column D 
       Amount        Amount 
       Shown in        Shown in 
    Market  Balance     Market  Balance 
(Dollars in thousands) Cost  Value  Sheet  Cost  Value  Sheet 
Fixed maturities-available for sale                  
Bonds:                  
U.S. government and government agencies $77,611  $78,190  $78,190  $135,724  $136,836  $136,836 
State, municipalities and political subdivisions  1,214,990   1,291,963   1,291,963   783,129   824,472   824,472 
Foreign government securities  732,277   780,003   780,003   515,016   537,087   537,087 
Foreign corporate securities  990,671   1,031,240   1,031,240   1,061,546   1,063,558   1,063,558 
Public utilities  79,235   84,266   84,266   60,100   61,271   61,271 
All other corporate bonds  1,447,997   1,499,221   1,499,221   2,002,575   1,987,515   1,987,515 
Mortgage - backed securities                        
Commercial  45,157   52,624   52,624   57,027   59,268   59,268 
Agency residential  672,724   683,722   683,722   596,140   598,117   598,117 
Non-agency residential  1,933   2,329   2,329   271   315   315 
Redeemable preferred stock  27,024   27,852   27,852   23,995   24,972   24,972 
Total fixed maturities-available for sale  5,289,619   5,531,410   5,531,410   5,235,523   5,293,411   5,293,411 
Fixed maturities - available for sale, at fair value(1)
  41,068   41,470   41,470   2,143   1,509   1,509 
Equity securities - available for sale, at market value  15   13   13   15   16   16 
Equity securities - available for sale, at fair value(1)
  1,035,179   1,199,848   1,199,848   964,825   1,299,037   1,299,037 
Short-term investments  465,550   465,550   465,550   564,364   564,364   564,364 
Other invested assets  420,744   420,744   420,744   435,010   435,010   435,010 
Other invested assets, at fair value (1)
  835,371   1,068,711   1,068,711   835,371   1,655,311   1,655,311 
Cash  347,720   347,720   347,720   323,975   323,975   323,975 
                        
Total investments and cash $8,435,266  $9,075,466  $9,075,466  $8,361,226  $9,572,633  $9,572,633 
 
(1) Original cost does not reflect adjustments, which have been realized through the statements of operations and comprehensive income.



 
S-1


SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED BALANCE SHEETS




  At December 31,
(Dollars and share amounts in thousands, except par value per share) 2014 2013
ASSETS:      
Fixed maturities - available for sale, at market value $9,040  $10,776 
(amortized cost: 2014, $9,008; 2013, $10,778)        
Equity securities - available for sale, at fair value  96,890   88,338 
Other invested assets  3,047   3,046 
Other invested assets, at fair value  1,655,311   1,515,052 
Short-term investments  92,390   25,181 
Cash  6,206   159 
Total investments and cash  1,862,884   1,642,552 
Investment in subsidiaries, at equity in the underlying net assets  3,276,082   3,136,782 
Note receivable - affiliated  250,000   - 
Accrued investment income  92   97 
Advances to affiliates  130,018   63,999 
Other assets  18,340   17,487 
TOTAL ASSETS $5,537,416  $4,860,917 
         
LIABILITIES:        
4.868% Senior notes due 6/1/2044 $400,000  $- 
5.4% Senior notes due 10/15/2014  -   249,958 
6.6% Long term notes due 5/1/2067  238,364   238,361 
Accrued interest on debt and borrowings  3,537   4,781 
Income taxes  317,991   126,140 
Due to affiliates  932   42,456 
Other liabilities  3,875   8,743 
Total liabilities  964,699   670,439 
         
STOCKHOLDER'S EQUITY:        
Common stock, par value:  $0.01; 3,000 shares authorized;        
1,000 shares issued and outstanding (2014 and 2013)  -   - 
Additional paid-in capital  362,293   351,051 
Accumulated other comprehensive income (loss), net of deferred income        
tax expense (benefit) of $2,434 at 2014 and $47,195 at 2013  4,519   87,648 
Retained earnings  4,205,905   3,751,779 
Total stockholder's equity  4,572,717   4,190,478 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $5,537,416  $4,860,917 
         
See notes to consolidated financial statements.        
  At December 31, 
(Dollars and share amounts in thousands, except par value per share) 2012  2011 
ASSETS:      
Fixed maturities - available for sale, at market value $13,327  $15,065 
(amortized cost: 2012, $13,051; 2011, $15,103)        
Equity securities - available for sale, at fair value  61,893   43,896 
Other invested assets, at market value  12,943   12,943 
Other invested assets, at fair value  1,068,711   817,352 
Short-term investments  45,983   44,489 
Cash  289   327 
Total investments and cash  1,203,146   934,072 
Investment in subsidiaries, at equity in the underlying net assets  3,068,916   2,763,172 
Accrued investment income  165   244 
Advances to affiliates  37,700   12,000 
Income taxes recoverable  99,614   43,381 
Other assets  25,908   28,617 
TOTAL ASSETS $4,435,449  $3,781,486 
         
LIABILITIES:        
5.4% Senior notes due 10/15/2014 $249,907  $249,858 
6.6% Long term notes due 5/1/2067  238,357   238,354 
Junior subordinated debt securities payable  329,897   329,897 
Accrued interest on debt and borrowings  4,781   4,781 
Deferred tax liability  121,127   13,855 
Due to subsidiaries  1,084   914 
Other liabilities  11,690   2,434 
Total liabilities  956,843   840,093 
         
STOCKHOLDER'S EQUITY:        
Common stock, par value:  $0.01; 3,000 shares authorized;        
1,000 shares issued and outstanding (2012 and 2011)  -   - 
Additional paid-in capital  340,223   333,416 
Accumulated other comprehensive income (loss), net of deferred income        
tax expense (benefit) of $99,544 at 2012 and $94,118 at 2011  184,867   174,790 
Retained earnings  2,953,516   2,433,187 
Total stockholder's equity  3,478,606   2,941,393 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $4,435,449  $3,781,486 
         
See notes to consolidated financial statements.        




 
S-2


SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS




 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
REVENUES:                  
Net investment income $21,526  $21,619  $15,436  $32,774  $23,451  $21,526 
Net realized capital gains (losses)  254,680   (1,789)  25,070   149,932   467,999   254,680 
Other income (expense)  (371)  (191)  (227)  (309)  (420)  (371)
Net income (loss) of subsidiaries  377,963   (181,912)  245,753   364,869   511,976   377,963 
Total revenues  653,798   (162,273)  286,032   547,266   1,003,006   653,798 
                        
EXPENSES:                        
Interest expense  50,685   50,736   54,496   37,970   45,452   50,685 
Corporate expense  7,108   3,353   3,462   5,070   6,065   7,108 
Total expenses  57,793   54,089   57,958   43,040   51,517   57,793 
                        
INCOME (LOSS) BEFORE TAXES  596,005   (216,362)  228,074   504,226   951,489   596,005 
Income tax expense (benefit)  75,676   (13,541)  (37,323)  50,100   153,226   75,676 
                        
NET INCOME (LOSS) $520,329  $(202,821) $265,397  $454,126  $798,263  $520,329 
                        
Other comprehensive income (loss), net of tax :                        
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period  9,390   22,049   (51,265)  (44,902)  (99,241)  9,390 
Less: reclassification adjustment for realized losses (gains) included in net income (loss)  633   20,240   23,029   27,073   (2,465)  633 
Total URA(D) on securities arising during the period  10,023   42,289   (28,236)  (17,829)  (101,706)  10,023 
            
Foreign currency translation adjustments  7,030   (2,805)  27,039   (29,210)  (19,128)  7,030 
Pension adjustments  (6,976)  (29,452)  (1,815)
            
Benefit plan actuarial net gain (loss) for the period  (39,110)  17,837   (11,771)
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)  3,020   5,778   4,795 
Total benefit plan net gain (loss) for the period  (36,090)  23,615   (6,976)
Total other comprehensive income (loss), net of tax  10,077   10,032   (3,012)  (83,129)  (97,219)  10,077 
                        
COMPREHENSIVE INCOME (LOSS) $530,406  $(192,789) $262,385  $370,997  $701,044  $530,406 
                        
See notes to consolidated financial statements.                        




 
S-3


SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS




 Years Ended December 31,  Years Ended December 31,
(Dollars in thousands) 2012  2011  2010  2014 2013 2012
                  
CASH FLOWS FROM OPERATING ACTIVITIES:                  
Net income (loss) $520,329  $(202,821) $265,397  $454,126  $798,263  $520,329 
Adjustments to reconcile net income to net cash provided by operating activities:                        
Equity in (earnings) deficit of subsidiaries  (377,963)  181,912   (245,753)  (364,869)  (511,976)  (377,963)
Dividends received from subsidiaries  100,000   75,000   590,000   155,000   359,000   100,000 
Increase (decrease) in accrued interest on debt and borrowings  -   (13)  (5,091)
Decrease (increase) in federal income tax recoverable  (56,234)  46,765   (26,913)
Decrease (increase) in deferred tax asset  107,163   (10,306)  4,889 
Decrease (increase) in advances to affiliates  (66,019)  (26,298)  (37,701)
Decrease (increase) in income taxes  191,840   104,724   50,929 
Change in other assets and liabilities, net  (13,486)  (27,391)  5,232   (48,486)  46,916   24,215 
Amortization of bond premium (accrual of bond discount)  303   80   571   139   280   303 
Amortization of underwriting discount on senior notes  52   49   76   46   54   52 
Net realized capital losses (gains)  (254,680)  1,789   (25,070)  (149,932)  (467,999)  (254,680)
Net cash provided by (used in) operating activities  25,484   65,064   563,338   171,845   302,964   25,484 
                        
CASH FLOWS FROM INVESTING ACTIVITIES:                        
Additional investment in subsidiaries  (11,102)  (19,051)  -   (1,342)  (1,102)  (11,102)
Proceeds from fixed maturities matured/called - available for sale, at market value  1,749   394   7,581   1,631   1,993   1,749 
Proceeds from fixed maturities sold - available for sale, at market value  -   -   124,957   300,049   -   - 
Proceeds from equity maturities sold - available for sale, at fair value  13,659   32,323   20,842   14,655   24,750   13,659 
Proceeds from other invested assets sold  -   9,897   - 
Cost of fixed maturities acquired - available for sale, at market value  -   (14,777)  (800)  (300,007)  -   - 
Cost of equity securities acquired - available for sale, at fair value  (28,334)  -   (71,161)  (13,575)  (29,537)  (28,334)
Cost of other invested assets acquired, at fair value  -   (37,611)  (379,591)
Cost of business acquired  -   (55,000)  - 
Net change in short-term investments  (1,494)  77,616   (115,056)  (67,209)  20,802   (1,494)
Net cost of lending for long term note - affiliated  (250,000  -   - 
Net cash provided by (used in) investing activities  (25,522)  (16,106)  (413,228)  (315,798)  26,803   (25,522)
                        
CASH FLOWS FROM FINANCING ACTIVITIES:                        
Proceeds from issuance of senior notes  400,000   -   - 
Net cost of junior subordinated notes redemption  -   (329,897)  - 
Net cost of senior notes maturing  -   -   (200,000)  (250,000)  -   - 
Revolving credit borrowings  -   (50,000)  50,000 
Net cash provided by (used in) financing activities  - �� (50,000)  (150,000)  150,000   (329,897)  - 
                        
Net increase (decrease) in cash  (38)  (1,042)  110   6,047   (130)  (38)
Cash, beginning of period  327   1,369   1,259   159   289   327 
Cash, end of period $289  $327  $1,369  $6,206  $159  $289 
                        
Non-cash financing transaction:
                        
Non-cash contribution from parent $6,807  $5,650  $6,582  $11,242  $10,828  $6,807 
Non-cash contribution to subsidiaries  (6,807)  (5,650)  (6,582)  (11,242)  (10,828)  (6,807)
                        
See notes to consolidated financial statements.                        




 
S-4

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
NOTES TO CONDENSED FINANCIAL INFORMATION



1)  The accompanying condensed financial information should be read in conjunction with the Consolidated Financial Statements and related Notes of Everest Reinsurance Holdings, Inc. and its Subsidiaries.

2)  The Senior Notes and Long-Term Subordinated Notes presented in Notes 6 and 7 are direct obligations of the Registrant.

3)  
Everest Re Group, Ltd., the parent company, entered into a $250,000 thousand long term promissory note agreement with Everest Reinsurance Holdings, Inc. as of December 31, 2014. The note will mature on December 31, 2023 and has an interest rate of 1.72% that will be paid annually, on December 15th of each year. This transaction is presented as a Note Receivable – Affiliated in the Condensed Balance Sheets of Everest Reinsurance Holdings, Inc.






S-5

SCHEDULE III – SUPPLEMENTARY INSURANCE INFORMATION


Column A Column B  Column C  Column D  Column E  Column F  Column G  Column H  Column I  Column J 
     Reserve           Incurred          
 Geographic Area    for Losses           Loss and  Amortization       
  Deferred  and Loss  Unearned     Net  Loss  of Deferred  Other  Net 
  Acquisition  Adjustment  Premium  Premiums  Investment  Adjustment  Acquisition  Operating  Written 
 (Dollars in thousands) Costs  Expenses  Reserves  Earned  Income  Expenses  Costs  Expenses  Premium 
December 31, 2012                           
Domestic $35,272  $6,263,961  $854,151  $1,201,432  $258,469  $988,271  $186,147  $141,310  $1,140,869 
International  62,250   1,879,094   239,671   572,466   47,676   261,473   124,552   29,294   550,732 
Total $97,522  $8,143,055  $1,093,822  $1,773,898  $306,145  $1,249,744  $310,699  $170,604  $1,691,601 
                                     
December 31, 2011                                    
Domestic $93,950  $6,099,606  $976,332  $1,157,174  $260,923  $1,021,472  $196,382  $127,024  $1,138,947 
International  72,856   2,191,013   263,373   636,681   52,010   856,131   142,273   27,307   615,064 
Total $166,806  $8,290,619  $1,239,705  $1,793,855  $312,933  $1,877,603  $338,655  $154,331  $1,754,011 
                                     
December 31, 2010                                    
Domestic $104,862  $5,944,708  $998,755  $1,187,528  $306,256  $915,578  $198,895  $112,186  $1,147,352 
International  79,385   1,707,595   288,721   626,295   44,088   561,872   136,166   27,646   641,359 
Total $184,247  $7,652,303  $1,287,476  $1,813,823  $350,344  $1,477,450  $335,061  $139,832  $1,788,711 



Column A Column B  Column C  Column D  Column E  Column F  Column G  Column H  Column I  Column J 
     Reserve           Incurred          
 Geographic Area    for Losses           Loss and  Amortization       
  Deferred  and Loss  Unearned     Net  Loss  of Deferred  Other  Net 
  Acquisition  Adjustment  Premium  Premiums  Investment  Adjustment  Acquisition  Operating  Written 
 (Dollars in thousands) Costs  Expenses  Reserves  Earned  Income  Expenses  Costs  Expenses  Premium 
December 31, 2014                           
Domestic $79,674  $6,005,952  $1,078,384  $1,512,762  $250,048  $996,055  $219,747  $157,429  $1,494,731 
International  29,588   1,837,904   363,738   600,964   40,262   358,038   119,655   34,603   612,243 
Total $109,262  $7,843,856  $1,442,122  $2,113,726  $290,310  $1,354,093  $339,402  $192,032  $2,106,974 
                                     
December 31, 2013                                    
Domestic $85,098  $5,908,051  $1,041,653  $1,414,666  $252,671  $956,233  $179,591  $159,589  $1,507,293 
International  26,926   1,745,178   275,494   591,695   44,325   315,923   114,331   33,910   610,084 
Total $112,024  $7,653,229  $1,317,147  $2,006,361  $296,996  $1,272,156  $293,922  $193,499  $2,117,377 
                                     
December 31, 2012                                    
Domestic $74,540  $6,263,961  $854,151  $1,201,432  $258,469  $988,271  $186,147  $141,310  $1,140,869 
International  22,982   1,879,094   239,671   572,466   47,676   261,473   124,552   29,294   550,732 
Total $97,522  $8,143,055  $1,093,822  $1,773,898  $306,145  $1,249,744  $310,699  $170,604  $1,691,601 


 
S-5S-6


SCHEDULE IV – REINSURANCE


Column A Column B  Column C  Column D  Column E  Column F  Column B  Column C  Column D  Column E  Column F 
    Ceded to  Assumed           Ceded to  Assumed       
 Gross  Other  from Other  Net  Assumed  Gross  Other  from Other  Net  Assumed 
(Dollars in thousands) Amount  Companies  Companies  Amount  to Net  Amount  Companies  Companies  Amount  to Net 
                              
December 31, 2014               
Total property and liability               
insurance premiums earned $1,148,297  $2,720,355  $3,685,784  $2,113,726   174.4%
                    
December 31, 2013                    
Total property and liability                    
insurance premiums earned $1,183,542  $2,202,006  $3,024,825  $2,006,361   150.8%
                    
December 31, 2012                                   
Total property and liability                                   
insurance premiums earned $1,032,576  $1,946,199  $2,687,521  $1,773,898   151.5% $1,032,576  $1,946,199  $2,687,521  $1,773,898   151.5%
                    
December 31, 2011                    
Total property and liability                    
insurance premiums earned $867,340  $1,808,250  $2,734,765  $1,793,855   152.5%
                    
December 31, 2010                    
Total property and liability                    
insurance premiums earned $823,734  $1,612,615  $2,602,704  $1,813,823   143.5%

 
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