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, 20122015

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’sregistrant's principal executive office)


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

Title of Each Class
Name 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 registeredpursuant to Section 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’sregistrant'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"large accelerated filer”filer", “accelerated filer”"accelerated filer" and “smaller"smaller reporting company”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, 2012,2015, the last business day of the registrant’sregistrant's most recently completed second quarter, of the voting stock held by non-affiliates of the registrant was zero.

At March 15, 2013,2016, 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.

FORM 10-K


 
Page
 
PART I
   
Item 1.1
Item 1A.67
Item 1B.1213
Item 2.1213
Item 3.13
Item 4.13
   
   
PART II
   
Item 5.1314
Item 6.1314
Item 7.14
Item 7A.28
Item 8.31
Item 9.31
Item 9A.31
Item 9B.31
   
PART III
   
Item 10.32
Item 11.32
Item 12.32
Item 13.32
Item 14.32
   
   
PART IV
   
Item 15.33


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”("GAAP").  As used in this document, “Holdings”"Holdings" means Everest Reinsurance Holdings, Inc., a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited ("Holdings Ireland"); “Group”"Group" means Everest Re Group, Ltd. (Holdings Ireland's parent); “Holdings Ireland”"Bermuda Re" means Everest Underwriting Group (Ireland) Limited; “Everest Re”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”"Company", “we”"we", “us”"us", and “our”"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”"RE".  Group files an annual report on Form 10-K with the Securities and Exchange Commission (the “SEC”"SEC") with respect to its consolidated operations, including Holdings.

The Company’sCompany'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 2012,2015, of $3.6$5.0 billion, with approximately 71%70% representing reinsurance and 29%30% representing insurance.  Stockholder’sStockholder's equity at December 31, 20122015 was $3.5$4.9 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’scompany's preferred reinsurance purchasing method.  The Company underwrites insurance principallydirectly and through general agent relationships, brokers and surplus lines brokers.  Holdings’Holdings' active operating subsidiaries, excluding Mt. McKinley Insurance Company (“Mt. McKinley”), which is in runoff, are each rated A+ (“Superior”("Superior") by A.M. Best Company (“("A.M. Best”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’sCompany'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”),Re, Everest International Reinsurance, Ltd. (“("Everest International”International"), Mt. Logan Re, Ltd. ("Mt. Logan Re") and Everest Insurance Company of Canada (“("Everest Canada”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, 20122015 Everest Re had statutory surplus of $2.6$3.2 billion.

·Everest National Insurance Company (“("Everest National”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’sNational's business is reinsured by its parent, Everest Re.



·Everest Indemnity Insurance Company (“("Everest Indemnity”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’sIndemnity's business is reinsured by its parent, Everest Re.

·Everest Security Insurance Company (“("Everest Security”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’sSecurity's business is reinsured by its parent, Everest Re.

·Mt. McKinley Insurance Company ("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”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’sarm's length consideration, all of its net insurance exposures and reserves to Bermuda Re.

·Effective July 13, 2015, the Company sold all of the outstanding shares of capital stock in Mt. McKinley to Clearwater Insurance Company.  The operating results of Mt. McKinley through July 13, 2015 are included within the Company's financial statements.

·Heartland Crop Insurance, Inc. (“Heartland”("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.

·Everest International Assurance, Ltd. ("Everest Assurance"), a Bermuda company and a direct subsidiary of Holdings is registered in Bermuda as a Class 3A general business insurer and as a Class C long-term insurer.  Everest Assurance has made a one-time election under section 953(d) of the U.S. Internal Revenue Code to be a U.S. income tax paying "Controlled Foreign Corporation."  By making this election, Everest Assurance will be authorized to write life reinsurance and casualty reinsurance in both Bermuda and the U.S.

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’scompany's financial resources.  Reinsurance does not discharge the ceding company from its liability to policyholders; rather, it reimburses the ceding company for covered losses.

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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.




In pro rata reinsurance, the reinsurer generally pays the ceding company a ceding commission.  The ceding commission generally is based on the ceding company’scompany'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’sCompany'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’sCompany'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’sCompany's products include the full range of property and casualty reinsurance and insurance coverages, including marine, aviation, surety, errors and omissions liability (“("E&O”&O"), directors’directors' and officers’officers' liability (“("D&O”&O"), medical malpractice, other specialty lines, accident and health (“("A&H”&H") and workers’workers' compensation.

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The Company’sCompany'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’sCompany'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’sCompany'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’sCompany'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.


During 2015, the Company initiated a strategic build out of its insurance platform through the investment in key leadership hires which in turn has brought significant underwriting talent and stronger direction in achieving its insurance program strategic goals of increased premium volume and improved underwriting results. Recent growth is coming from highly diversified areas including newly launched lines of business, as well as, product and geographic expansion in existing lines of business. The Company is building a world-class insurance platform capable of offering products across lines and geographies, complementing its leading global reinsurance franchise.
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Capital Transactions.
The Company’sCompany's business operations are in part dependent on its financial strength and financial strength ratings, and the market’smarket's perception of its financial strength.  The Company’s stockholder’sCompany's stockholder's equity was $3,478.6$4,931.2 million and $2,941.4$4,572.7 million at December 31, 20122015 and 2011,2014, 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’sCompany'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”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.

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Financial Strength Ratings.
The following table shows the current financial strength ratings of the Company’sCompany's operating subsidiaries as reported by A.M. Best, Standard & Poor’sPoor's Financial Services, LLC (“("Standard & Poor’s”Poor's") and Moody’sMoody's Investors Services, Inc. (“Moody’s”("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, 2013.8, 2016.

The Company believes that its ratings in general, are important to its operations becauseas they provide the Company’sCompany's customers and its investors with an independent assessment of the Company’s underlyingCompany's 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 RatedA+ (Strong) Not Rated
Everest Security A+ (Superior) Not Rated Not Rated
Mt. McKinleyEverest International AssuranceA+ (Superior) Not RatedNot RatedA (Strong) Not Rated


A.M. Best states that the “A+” (“Superior”"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’sBest's comprehensive quantitative and qualitative evaluation of a company’scompany's balance sheet strength, operating performance and business profile.  A.M. Best affirmed these ratings on September 9, 2015.  Standard & Poor’sPoor's states that the “A+” rating is"A+"/"A" ratings are 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.  Moody’sStandard & Poor's affirmed these ratings on June 16, 2015.  Moody's states that insurancean "A1" rating is assigned to companies rated “Aa” offer excellent financial security.  Together with the “Aaa” rated companies, “Aa” rated companies constitute what are generally known as high-grade companies, with “Aa” rated companies generally having somewhat larger long-term risks. On January 24, 2012, Moody’s affirmed the rating of Everest Re but changed the outlook on the ratings from stable to negative reflectingthat, in their opinion, of
the likely direction of theoffer upper-medium grade security and are subject to low credit risk.  Moody's affirmed these 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.December 21, 2015.

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’ssubsidiary's customers or because of the limited nature of the subsidiary’ssubsidiary'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’sPoor's and Moody’sMoody's of the Holdings’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’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-”"a-" is assigned by A.M. Best where the issuer, in A.M. Best’sBest's opinion, has a strong ability to meet the terms of the obligation.  A.M. Best assigns a debt rating in the “bbb”"bbb" range where the issuer, in A.M. Best’sBest'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’sPoor's assigns a debt rating in the “A”"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”"BBB" range is assigned by Standard & Poor’sPoor'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
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on the obligation.  According to Moody’s,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,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.




The Company competes in the U.S. and international reinsurance and insurance markets with numerous global competitors.  The Company’sOur 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 of London and certain government sponsored risk transfer vehicles.  Some of these competitors have greater financial resources than the Companywe 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 have been other flooding and wind storm events and earthquakes in other parts of the U.S. casualtyworld, the overall 2013, 2014 and 2015 catastrophe losses for the industry were considerably lower than average.  This lower level of losses, combined with increased competition has resulted in downward pressure on insurance and reinsurance rates in certain geographical areas.  These lower catastrophe historic losses are placing downward pressure on worldwide regional catastrophe markets.

However, duringDuring 2015, the fourth quartercompany initiated a strategic build out of 2012,its insurance platform through the industry sustainedinvestment in key leadership hires which in turn has brought significant lossesunderwriting talent and stronger direction in achieving its insurance program strategic goals of increased premium volume and improved underwriting results.  Recent growth is coming from Superstorm Sandy and 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 term impact on market conditions as a result of these events.  While the 2011 events have resulted in meaningful rate increases for catastrophe coverages in some global catastrophe prone regions, particularlyhighly diversified areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for otherincluding newly launched lines of business, remains to be seen.as well as, product and geographic expansion in existing lines of business.  The Company is building a world-class insurance platform capable of offering products across lines and geographies, complementing its leading global reinsurance franchise.
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Overall, the Company believes that current marketplace conditions, particularly for catastrophe coverages, provide profit opportunities for it given itsour size, strong ratings, distribution system, reputation, expertise and expertise.  The Company continuescapital market vehicle activity the current marketplace conditions provide profit opportunities.  We continue to employ itsour strategy of targeting business that offers the greatest profit potential, while maintaining balance and diversification in itsour overall portfolio.

Employees.
As of February 1, 2013,2016, the Company employed 644760 persons.  Management believes that employee relations are good.  None of the Company’sCompany'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’sCompany'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’sCompany'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 is occurring in the energy sector.  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.


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 
(Dollars in millions)  
2015  $31.9 
2014  18.2 
2013  76.6 
2012  235.8 
2011  798.4 
Calendar year: Pre-tax catastrophe losses 
(Dollars in millions)   
2012 $235.8 
2011  798.4 
2010  267.1 
2009  23.9 
2008  202.4 


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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”("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 an increase to our pre-tax net income in 2015 and a decrease to our pre-tax net income in all of the years:2011 through 2014.


Calendar year: Effect on pre-tax net income Effect on pre-tax net income
(Dollars in millions)        
2015  $6.5 increase
2014  39.2 decrease
2013  44.6 decrease
2012 $12.3  decrease  12.3 decrease
2011  14.8  decrease  14.8 decrease
2010  62.8  decrease
2009  70.0  decrease
2008  142.0  decrease




The difficulty in estimating our reserves is significantly more challenging as it relates to reserving for potential asbestos and environmental (“("A&E”&E") liabilities.  At year end 2012, 5.4%December 31, 2015, 5.5% 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’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’insurers' legal liability within the mass tort arena, particularly for A&E exposures discussed above.

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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”"A+" ("Superior") rating from A.M. Best. Everest Re, Everest National and Everest NationalIndemnity hold an “A+” (“Strong”"A+" ("Strong") rating from Standard & Poor’s.Poor's and Everest Assurance holds an "A" ("Strong") rating from this same agency.  Everest Re holds an “Aa3” (“Excellent”"A1" ("upper-medium") rating from Moody’s.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.




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’sRe'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’sRe's rating fell below A.M. Best’sBest's A- rating level.

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.

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If we are unable or choose not to purchase reinsurance and transfer risk to reinsurers,the reinsurance markets, 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 starting in 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 20122015 and entered into a new quota share agreementwhich continue for 20132016 with Bermuda Re.  We believe that the terms, conditions and pricing of the quota share agreements reflect arm’sarm'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 2015 2014 2013 2012 2011
                    
Unaffiliated 6.3% 5.0% 7.4% 6.0% 6.0% 8.2% 9.3% 5.0% 6.3% 5.0%
Affiliated 46.3% 45.8% 41.1% 42.0% 36.2% 49.9% 48.2% 47.3% 46.3% 45.8%


Our affiliated quota share agreements reflect general reinsurance market terms and conditions and are negotiated on an arms’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.




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.Lloyd's of London.

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 $195 billion in 2014 according to data compiled by Standard & Poor's.  The leaders in this market are Swiss Re, Munich Re, Berkshire Hathaway Inc., Hannover Rueckversicherung AG, SCOR SE and syndicates at Lloyd's of London.  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 alternative capital market products and vehicles provide additional sources of reinsurance and insurance risks through capital markets provide additional sources of potential reinsurancecapacity and insurance capacity andincreased 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) and62), Executive Vice President and Chief Financial Officer, Craig Howie (age 52), Executive Vice President and Chief Underwriting Officer of our
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operating subsidiaries, John P. Doucette (age 50) and Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Sanjoy Mukherjee (age 49).  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, 2013.2018 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’sstockholder'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.




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.

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   
(Dollars in millions) December 31, 2015  % of Total 
Mortgage-backed securities    
Commercial $62.4   0.7%
Agency residential  712.3   7.5%
Non-agency residential  0.2   0.0%
Other asset-backed  145.0   1.5%
Total asset-backed  919.9   9.7%
Other fixed income  4,436.6   46.6%
Total fixed income, at market value  5,356.5   56.3%
Fixed maturities, at fair value  2.1   0.0%
Equity securities, at fair value  1,215.4   12.8%
Other invested assets, at market value  450.2   4.7%
Other invested assets, at fair value  1,773.2   18.6%
Cash and short-term investments  718.9   7.6%
Total investments and cash $9,516.3   100.0%
  At    
(Dollars in millions) December 31, 2012  % of Total 
Mortgage-backed securities      
Commercial $52.5   0.6%
Agency residential  683.7   7.5%
Non-agency residential  2.3   0.0%
Other asset-backed  46.5   0.5%
Total asset-backed  785.0   8.6%
Other fixed income  4,746.4   52.3%
Total fixed income, at market value  5,531.4   60.9%
Fixed maturities, at fair value  41.5   0.5%
Equity securities, at fair value  1,199.8   13.2%
Other invested assets, at market value  420.7   4.6%
Other invested assets, at fair value  1,068.7   11.8%
Cash and short-term investments  813.3   9.0%
Total investments and cash $9,075.5   100.0%
         
(Some amounts may not reconcile due to rounding.)        


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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 2012,2015, we wrote approximately 25.1%19.7% of our coverages in non-U.S. currencies; as of December 31, 2012,2015, we maintained approximately 16.4%9.7% of our investment portfolio in investments denominated in non-U.S. currencies. During 2012, 20112015, 2014 and 2010,2013, 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$16.7 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.




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”"extraordinary" transactions.  Such “extraordinary”"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 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’sauthority'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 recentprevious 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.

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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.



None.

ITEM 2.
ITEM 2.PROPERTIES

Everest Re’sRe's corporate offices are located in approximately 230,500 square feet of leased office space in Liberty Corner, New Jersey.  The Company’sCompany's other fourteenseventeen locations occupy a total of approximately 129,435161,664 square feet, all of which are leased.  Management believes that the above described office space is adequate for its current and anticipated needs.




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’sCompany'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.



Not applicable.


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PART II

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

Market Information and Holder of Common Stock.
As of December 31, 2012,2015, all of the Company’sCompany'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, 20112015, 2014 and 2010.2013.  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’sCompany'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$3.2 billion at December 31, 2012,2015, 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’sinsurer's statutory surplus as of the end of the prior calendar year or (2) the insurer’sinsurer'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 20132016 without prior regulatory approval is $359.0$498.5 million.

Recent Sales of Unregistered Securities.

None.
Information for Item 6 is not required pursuant to General Instruction I(2) of Form 10-K.


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


ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONMANAGEMENT’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"Financial Statements and Supplementary Data”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,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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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 of London 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 have been other flooding and wind storm events and earthquakes in other parts of the U.S. casualtyworld , the overall 2013, 2014 and 2015 catastrophe losses for the industry were considerably lower than average.  This lower level of losses, combined with increased competition has resulted in downward pressure on insurance and reinsurance rates in certain geographical areas.  These lower catastrophe historic losses are placing downward pressure on worldwide regional catastrophe markets.

However, duringDuring 2015, we initiated a strategic build out of our insurance platform through the fourth quarterinvestment in key leadership hires which in turn has brought significant underwriting talent and stronger direction in achieving our insurance program strategic goals of 2012, the industry sustained significant lossesincreased volume and improved underwriting results.  Recent growth is coming from Superstorm Sandy and 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 term impact on market conditions as a result of these events.  While the 2011 events have resulted in meaningful rate increases for catastrophe coverages in some global catastrophe prone regions, particularlyhighly diversified areas impacted by these losses, whether the magnitude of these 2012 and 2011 losses is sufficient to increase rates and improve market conditions for otherincluding newly launched lines of business, remains to be seen.as well as, product and geographic expansion in existing lines of business.  We are building a world-class insurance platform capable of offering products across lines and geographies, complementing our leading global reinsurance franchise.

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.



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’sstockholder's equity for the periods indicated:


  Years Ended December 31,  Percentage Increase/(Decrease) 
(Dollars in millions) 2015  2014  2013   2015/2014   2014/2013 
Gross written premiums $4,995.6  $4,965.3  $4,437.5   0.6%  11.9%
Net written premiums  2,093.3   2,107.0   2,117.4   -0.6%  -0.5%
                     
REVENUES:                    
Premiums earned $2,143.8  $2,113.7  $2,006.4   1.4%  5.4%
Net investment income  273.3   290.3   297.0   -5.9%  -2.3%
Net realized capital gains (losses)  50.3   206.7   723.1   -75.6%  -71.4%
Other income (expense)  29.3   (22.3)  (7.7)  -231.3%  188.8%
Total revenues  2,496.6   2,588.4   3,018.8   -3.5%  -14.3%
                     
CLAIMS AND EXPENSES:                    
Incurred losses and loss adjustment expenses  1,319.6   1,354.1   1,272.2   -2.6%  6.4%
Commission, brokerage, taxes and fees  315.1   339.4   293.9   -7.2%  15.5%
Other underwriting expenses  214.8   192.0   193.5   11.9%  -0.8%
Corporate expense  7.2   7.3   8.3   -1.0%  -12.2%
Interest, fee and bond issue cost amortization expense  35.4   38.0   45.5   -6.7%  -16.5%
Total claims and expenses  1,892.1   1,930.7   1,813.3   -2.0%  6.5%
                     
INCOME (LOSS) BEFORE TAXES  604.5   657.7   1,205.5   -8.1%  -45.4%
Income tax expense (benefit)  191.9   203.6   407.2   -5.7%  -50.0%
NET INCOME (LOSS) $412.7  $454.1  $798.3   -9.1%  -43.1%
                     
RATIOS:             Point Change 
Loss ratio  61.6%  64.1%  63.4%  (2.5)  0.7 
Commission and brokerage ratio  14.7%  16.1%  14.6%  (1.4)  1.5 
Other underwriting expense ratio  10.0%  9.0%  9.7%  1.0   (0.7)
Combined ratio  86.3%  89.2%  87.7%  (2.9)  1.5 
                     
                     
  At December 31,  Percentage Increase/ (Decrease) 
(Dollars in millions)  2015   2014   2013   2015/2014   2014/2013 
Balance sheet data:                    
Total investments and cash $9,516.3  $9,572.6  $9,495.1   -0.6%  0.8%
Total assets  16,700.6   16,322.3   15,521.0   2.3%  5.2%
Loss and loss adjustment expense reserves  7,940.7   7,843.9   7,653.2   1.2%  2.5%
Total debt  638.4   638.4   488.3   0.0%  30.7%
Total liabilities  11,769.4   11,749.6   11,330.5   0.2%  3.7%
Stockholder's equity  4,931.2   4,572.7   4,190.5   7.8%  9.1%
                     
(Some amounts may not reconcile due to rounding)                    
  Years Ended December 31,  Percentage Increase/(Decrease) 
(Dollars in millions) 2012  2011  2010   2012/2011   2011/2010 
Gross written premiums $3,569.4  $3,558.5  $3,467.8   0.3%  2.6%
Net written premiums  1,691.6   1,754.0   1,788.7   -3.6%  -1.9%
                     
REVENUES:                    
Premiums earned $1,773.9  $1,793.9  $1,813.8   -1.1%  -1.1%
Net investment income  306.1   312.9   350.3   -2.2%  -10.7%
Net realized capital gains (losses)  391.7   (41.1)  65.3  NM  -163.0%
Other income (expense)  12.1   (11.7)  12.1   -203.3%  -197.3%
Total revenues  2,483.9   2,053.9   2,241.5   20.9%  -8.4%
                     
CLAIMS AND EXPENSES:                    
Incurred losses and loss adjustment expenses  1,249.7   1,877.6   1,477.5   -33.4%  27.1%
Commission, brokerage, taxes and fees  310.7   338.7   335.1   -8.3%  1.1%
Other underwriting expenses  170.6   154.3   139.8   10.5%  10.4%
Corporate expense  8.8   6.1   5.9   44.3%  3.5%
Interest, fee and bond issue cost amortization expense  50.7   50.8   54.6   0.0%  -6.9%
Total claims and expenses  1,790.6   2,427.4   2,012.8   -26.2%  20.6%
                     
INCOME (LOSS) BEFORE TAXES  693.3   (373.5)  228.8  NM NM
Income tax expense (benefit)  173.0   (170.7)  (36.6)  -201.4% NM
NET INCOME (LOSS) $520.3  $(202.8) $265.4  NM  -176.4%
                     
RATIOS:             Point Change 
Loss ratio  70.5%  104.7%  81.5%  (34.2)  23.2 
Commission and brokerage ratio  17.5%  18.9%  18.5%  (1.4)  0.4 
Other underwriting expense ratio  9.6%  8.6%  7.6%  1.0   1.0 
Combined ratio  97.6%  132.2%  107.6%  (34.6)  24.6 
                     
                     
  At December 31,  Percentage Increase/ (Decrease) 
(Dollars in millions)  2012   2011   2010   2012/2011   2011/2010 
Balance sheet data:                    
Total investments and cash $9,075.5  $8,396.3  $8,293.9   8.1%  1.2%
Total assets  15,088.0   14,349.2   13,845.7   5.1%  3.7%
Loss and loss adjustment expense reserves  8,143.1   8,290.6   7,652.3   -1.8%  8.3%
Total debt  818.2   818.1   868.1   0.0%  -5.8%
Total liabilities  11,609.3   11,407.8   10,717.9   1.8%  6.6%
Stockholder's equity  3,478.6   2,941.4   3,127.7   18.3%  -6.0%
                     
(NM, not meaningful)                    
(Some amounts may not reconcile due to rounding)                    



Revenues.
Premiums.  Gross written premiums increased by 0.3%0.6% to $3,569.4$4,995.6 million in 20122015, compared to $3,558.5$4,965.3 million in 2011,2014, reflecting an $80.1a $293.4 million, or 24.9%, increase in our insurance business, partially offset by a $69.2$263.0 million, or 6.9%, decrease in our reinsurance business. The increaserise in insurance premiums was primarily due to increases in most lines of business, as we have focused on expanding the growth in crop and primary A&H medical stop loss insurance partially offset by the termination and runoff of several large casualty programs.operations. The decreasesdecline in reinsurance premiums was primarilywere due mainly to the non-renewal of a large Floridadecreases in treaty casualty business, reductions in quota share reinsurance contractagreements and a $27.7negative impact of approximately $91.9 million decline due tofrom the year over year movement in foreign exchange rates, partially offset by increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.rates.  Net written premiums decreased by 3.6%0.6% to $1,691.6$2,093.3 million in 20122015 compared to $1,754.0$2,107.0 million in 2011.2014. The variancedifference between the changeschange in gross andwritten premiums compared to the change in net written premiums wasis primarily attributabledue to the growth in the crop business, for which the Company uses a higher levelvarying utilization of reinsurance.reinsurance mainly related to quota share contracts.  Premiums earned decreasedincreased by 1.1%1.4% to $1,773.9 million in 2012 compared to
$2,143.8
1516

$1,793.9 million in 2011.2015, compared to $2,113.7 million in 2014.  The fluctuationschange in premiums earned in comparisonrelative to net written premiums were primarily attributable to changes inis the mixresult of business, particularly crop insurance which has a differenttiming; premiums earning pattern.are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 2.6%11.9% to $3,558.5$4,965.3 million in 20112014, compared to $3,467.8$4,437.5 million in 2010,2013, reflecting a $103.7$588.3 million, or 18.4%, increase in our insurancereinsurance business, partially offset by a $12.9$60.4 million, or 4.9%, decrease in our reinsuranceinsurance business.  The year over year 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 the acquisition of Heartland, which provided $169.6 million of newlower 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,premiums, partially offset by our reduced participation on a large casualty program.  The decreasean increase 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.non-standard auto business.  Net written premiums decreased by 1.9%0.5% to $1,754.0$2,107.0 million in 20112014 compared to $1,788.7$2,117.4 million in 2010.2013.  The fluctuationsvariances of the changes in gross written premiums compared to the changes in net written premiums relative to the change in gross written premiums wereis primarily due to a combinationhigher utilization of a higher percentage of premiums ceded under an affiliatedreinsurance related to the new quota share agreement and a lower level of ceded reinsurance in the Insurance segment due to the planned reduction in one casualty program.contracts.  Premiums earned decreased 1.1%increased by 5.4% to $1,793.9$2,113.7 million in 20112014, compared to $1,813.8$2,006.4 million in 2010.2013.  The change in net premiums earned is relatively consistent with the decline inrelative to net written premiums.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.

Net Investment Income.  Net investment income decreased by 2.2%5.9% to $306.1$273.3 million in 20122015, compared with net investment income of $312.9$290.3 million in 2011.2014. Net pre-tax investment income, as a percentage of average invested assets, was 3.7%3.1% in 20122015 compared to 3.9%3.5% in 2011.2014. The decline in income and yield was primarily the result of lower reinvestment rates for theincome on fixed income portfolio, partially offset by additional dividend income from equity investments.securities and a decrease in our limited partnership income.

Net investment income decreased 10.7%by 2.3% to $312.9$290.3 million in 20112014, compared with net investment income of $350.3$297.0 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.2013.  Net pre-tax investment income, as a percentage of average invested assets, was 3.9%3.5% in 20112014 compared to 4.4%3.6% in 2010.2013. The variancedecline in thisincome and yield in 2014 compared to 2013 was primarily the result of fluctuationsa decrease in our limited partnership income.income and lower reinvestment rates for the fixed income portfolios, partially offset by an increase in dividends from shares held of the parent.

Net Realized Capital Gains (Losses). Net realized capital gains were $391.7$50.3 million, net realized capital losses were $41.1$206.7 million and net realized capital gains were $65.3$723.1 million in 2012, 20112015, 2014 and 2010,2013, respectively. OfThe $50.3 million was comprised of a $94.7 million gain on the $391.7 million, there were $364.5sale of a subsidiary and $44.1 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$78.8 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 $16.7and $9.6 million of losses from fair value re-measurements $14.5on equity securities and other invested assets.  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 on our available for sale fixed maturity securities and $9.9$6.2 million of net realized capital losses from sales on our fixed maturity and equity securities.  The net realized capital gains of $65.3$723.1 million in 20102013 were the result of $93.8$687.6 million of gains offrom fair value re-measurements partially offset by $26.4and $35.6 million of net realized capital lossesgains from sales on our fixed maturity and equity securities and $2.1 million of other-than-temporary impairments.securities.

Other Income (Expense).  We recorded other income of $12.1$29.3 million in 2015 and other expense of $11.7$22.3 million and other income of $12.1$7.7 million in 2012, 20112014 and 2010,2013, respectively. 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.
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Claims and Expenses.
Incurred Losses and Loss Adjustment Expenses.  The following table presents our incurred losses and loss adjustment expenses (“LAE”("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
2012                     
2015
                       
Attritional (a) $991.6   55.9%  $22.2   1.3%  $1,013.8   57.2%  $1,282.9   59.8%  $4.7   0.3%  $1,287.6   60.1% 
Catastrophes  245.9   13.9%   (10.1)  -0.6%   235.8   13.3%   43.1   2.0%   (11.2)  -0.5%   31.9   1.5% 
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%  $1,326.0   61.8%  $(6.5)  -0.2%  $1,319.6   61.6% 
                                                               
2011                           
2014
                                   
Attritional (a) $1,073.9   59.9%  $5.3   0.3%  $1,079.2   60.2%  $1,273.1   60.3%  $62.8   2.9%  $1,335.9   63.2% 
Catastrophes  788.9   44.0%   9.5   0.5%   798.4   44.5%   41.8   2.0%   (23.6)  -1.1%   18.2   0.9% 
A&E  -   0.0%   -   0.0%   -   0.0% 
Total $1,862.8   103.9%  $14.8   0.8%  $1,877.6   104.7%  $1,314.9   62.3%  $39.2   1.8%  $1,354.1   64.1% 
                                                               
2010                           
2013
                                   
Attritional (a) $1,144.1   63.1%  $66.2   3.7%  $1,210.4   66.7%  $1,167.6   58.2%  $27.9   1.4%  $1,195.5   59.6% 
Catastrophes  270.5   14.9%   (3.4)  -0.2%   267.1   14.7%   59.9   3.0%   16.7   0.8%   76.6   3.8% 
A&E  -   0.0%   -   0.0%   -   0.0% 
Total $1,414.6   78.0%  $62.8   3.5%  $1,477.5   81.5%  $1,227.5   61.2%  $44.6   2.2%  $1,272.2   63.4% 
                                                               
Variance 2012/2011                           
Variance 2015/2014
                                   
Attritional (a) $(82.3)  (4.0)pts $16.9   1.0 pts $(65.4)  (3.0)pts $9.8   (0.5)pts $(58.1)  (2.6)pts $(48.3)  (3.1)pts
Catastrophes  (543.0)  (30.1)pts  (19.6)  (1.1)pts  (562.6)  (31.2)pts  1.3   - pts  12.4   0.6 pts  13.7   0.6 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 $11.1   (0.5)pts $(45.7)  (2.0)pts $(34.5)  (2.5)pts
                                                               
Variance 2011/2010                           
Variance 2014/2013
                                   
Attritional (a) $(70.2)  (3.2)pts $(60.9)  (3.4)pts $(131.2)  (6.5)pts $105.5   2.1 pts $34.9   1.5 pts $140.4   3.6 pts
Catastrophes  518.4   29.1 pts  12.9   0.7 pts  531.3   29.8 pts  (18.1)  (1.0)pts  (40.3)  (1.9)pts  (58.4)  (2.9)pts
A&E  -   - pts  -   - pts  -   - pts
Total $448.2   25.9 pts $(48.0)  (2.7)pts $400.1   23.2 pts $87.4   1.1 pts $(5.4)  (0.4)pts $81.9   0.7 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 decreased by 33.4%2.6% to $1,249.7$1,319.6 million for the year ended December 31, 2012in 2015 compared to $1,877.6$1,354.1 million in 2011, representing 34.22014, primarily due to a decrease in prior years attritional losses of $58.1 million.  The $4.7 million of prior years losses was comprised of $79.8 million of losses from the insurance segment, partially offset by $75.1 million of favorable development from the reinsurance segments.  This $79.8 million of loss ratio points.development in the insurance segment largely related to umbrella business and construction liability on run-off programs non-renewed by the Company several years ago.  The $75.1 million of favorable development related primarily to casualty and property treaty business and was net of $30.9 million of development in asbestos reserves.  Current year catastrophe losses were lower by $543.0$43.1 million or 30.1 points, period over period.in 2015 and related to the 2015 Chilean earthquake ($17.4 million), Northern Chile storms ($9.6 million), the 2015 US Storms ($8.1 million) and the New South Wales storms ($8.0 million). The $245.9$41.8 million of current year catastrophe losses for 2012the year ended December 31, 2014 represented 2.0 points and related to Superstorm Sandythe Japan snowstorm ($203.413.9 million), U.S. stormsthe 2014 Chilean earthquake ($30.010.4 million), Hurricane Odile ($10.1 million) and Hurricane Isaacthe Brisbane hailstorm ($12.67.5 million).  The $788.9$11.2 million of current year catastrophe losses for 2011favorable development in prior years catastrophes 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.Typhoon Fitow.

Incurred losses and LAE increased by 27.1%6.4% to $1,877.6$1,354.1 million in 2011for the year ended December 31, 2014 compared to $1,477.5$1,272.2 million in 2010.  Currentfor the year catastrophe losses increased $518.4 million (29.1 points), period over period,ended December 31, 2013, primarily due to 2011increases in current year and prior years attritional losses, discussed above.partially offset by a reduction in current year and prior years catastrophe losses. The $270.5increase 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 $59.9 million of current year catastrophe losses for 2010the year ended December 31, 2013 related primarily to the Chile earthquakeU.S. storms ($196.922.4 million), the 2010 New Zealand earthquakeCanadian floods ($36.420.4 million), Typhoon Fitow ($14.6 million) and the 2010 Australia hailstorms andEuropean floods ($33.92.5 million).  Partially offsetting the catastrophe increase was
1718

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 decreased by 8.3%7.2% to $310.7$315.1 million in 20122015 compared to $338.7$339.4 million in 2011.  The 2012 decrease is2014.  These changes were primarily due primarily to an increasethe impact of changes in excessthe 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 effectimpact of the non-renewal of the Floridaaffiliated quota share and the adoption of new accounting standards concerning the accounting for acquisition costs.shares.

Commission, brokerage, taxes and fees increased by 1.1%15.5% to $338.7$339.4 million in 20112014 compared to $335.1$293.9 million in 2010.  The variance was2013.  These changes were primarily due to the resultimpact of fluctuationsthe increase in premiums earned, higher contingent commissions and changes in the mix of business and a change in the affiliated quota share agreement.business.

Other Underwriting Expenses.  Other underwriting expenses were $170.6$214.8 million, $154.3$192.0 million and $139.8$193.5 million in 2012, 20112015, 2014 and 2010,2013, respectively.  The increase in otherfor 2015 compared with 2014 was due to the impact of higher premium earned and higher compensation expenses.  Other underwriting expense was essentially flat for 20122014 compared to 2011 was mainly due to higher employee benefit plan expenses.  The increase in other underwriting expenses for 2011 compared to 2010 was mainly due to expenses of Heartland, which was acquired in January, 2011.2013.

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $8.8$7.2 million, $6.1$7.3 million and $5.9$8.3 million for the years ended December 31, 2012, 20112015, 2014 and 2010,2013, respectively.  These increases were also primarily due to higher employee benefit plan expenses.

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $50.7$35.4 million, $50.8$38.0 million and $54.6$45.5 million in 2012, 20112015, 2014 and 2010,2013, 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 expenses were $191.9 million, $203.6 million and $407.2 million in 2015, 2014 and 2013, respectively.  Income tax expense of $173.0 million and income tax benefits of $170.7 million and $36.6 million in 2012, 2011 and 2010, respectively.  Our income tax 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.  The increases in tax expense were mainly due toincome, including the improvement in taxable income resulting from lowerimpact of catastrophe losses in 2012.and net capital gains (losses), among jurisdictions with different tax rates. The 2012decrease in income tax expense also reflects tax benefits of $17.5 million realizedfor 2015 compared to 2014 was due to corrections of understatementlower realized capital gains in the deferredU.S.  The decrease in income tax asset account and $31.9 million of tax benefits from a reduction in our reserveexpense for uncertain tax positions2014 compared to 2013 is primarily due to lower net realized capital gains in the re-measurementU.S. and the realization of our exposure following the closing of an IRS audit.  Theadditional foreign tax benefit in 2010 resulted primarily from a tax audit settlement.credits.

Net Income (Loss).
Our net income was $520.3$412.7 million, $454.1 million and our net loss was $202.8$798.3 million in 20122015, 2014 and 2011,2013, 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 decreased by 34.62.9 points to 97.6%86.3% in 20122015 compared to 132.2%89.2% in 2011.2014.  The loss ratio component decreased 34.22.5 points in 20122015 over the same period last year, primarily due to the declinedecrease in catastrophe losses in 2012 compared to 2011.prior years attritional losses.  The commission and brokerage ratio componentcomponents decreased slightly1.4 points in 2015 over the same period last year primarily due to changes in the mix of business and the impact of the affiliated quota shares.  The other underwriting expense ratio components increased 1.0 points in 2015 over the same period last year due to an increase in excess of loss business which carries a lower commission than pro rata business, and growth in crop insurancethe additional expenses related to the increased focus on a direct distribution basis, which has lower acquisition costs, partially offset by the one-time effectexpansion of the non-renewal of the Florida quota share and the adoption of new accounting standards concerning the accounting for acquisition costs.  The other underwriting expense ratio component increased slightly from the same period last year due to higher employee benefit costs.insurance business.



Our combined ratio increased by 24.61.5 points to 132.2%89.2% in 20112014 compared to 107.6%87.7% in 2010.2013.  The loss ratio component increased by 23.20.7 points in 2011,2014 over the same period last year, principallyprimarily due to higherincreased current year catastrophe losses as a result of the Japan earthquake, New Zealand earthquake, Thailand floods, U.S. storms and the Australia floods.attritional losses.  The commission and brokerage expense ratio components increased slightly1.5 points in 2014 over the same period last year primarily due to 18.9%higher contingent commissions and changes in 2011 compared to 18.5% in 2010.the mix of business.  The other underwriting expense ratio component increased to 8.6%components decreased 0.7 points in 2011 compared to 7.6% in 2010 due primarily to2014 over the acquisition of Heartland.same period last year.

19


Stockholder's Equity.
Stockholder'sStockholders' equity increased by $537.2$358.5 million to $3,478.6$4,931.2 million at December 31, 20122015 from $2,941.4$4,572.7 million at December 31, 2011,2014, principally as a result of $520.3$412.7 million of net income, $10.0$12.5 million of unrealized appreciation on investments,share-based compensation transactions and $11.9 million of net of tax, $7.0benefit plan obligation adjustments, partially offset by $54.6 million of net foreign currency translation adjustments and $6.8$24.0 million of net unrealized depreciation on investments, net of tax.

Stockholders' equity increased by $382.2 million to $4,572.7 million at December 31, 2014 from $4,190.5 million at December 31, 2013, principally as a result of $454.1 million of net income and $11.2 million of share-based compensation transactions, partially offset by $7.0 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$36.1 million of net benefit plan obligation adjustments, and $0.9$29.2 million of net foreign currency translation adjustments partially offset by $41.1and $17.8 million of net unrealized appreciationdepreciation on investments, net of tax, and $6.4 million of share-based compensation transactions.tax.

Consolidated Investment Results

Net Investment Income.
Net investment income decreased 2.2%by 5.9 % to $306.1$273.3 million in 20122015 compared to $312.9$290.3 million 2014.  These decreases were primarily due to a decrease in 2011.  The decrease wasincome on the fixed income portfolio and income from our limited partnership investments, partially offset by an increase in dividends from Parent's shares and interest income received from the Parent on the affiliated note receivable.

Net investment income decreased 2.3% to $290.3 million in 2014 compared to $297.0 million in 2013 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 $19.5 million in incomedividends from equities due to our expanded public equity portfolio and emerging market debt mutual funds.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  2015  2014  2013 
Fixed maturities $216.8  $232.3  $290.5  $188.3  $207.9  $210.4 
Equity securities  39.3   29.7   10.2   34.4   34.1   36.3 
Short-term investments and cash  1.1   1.1   0.4   1.0   1.2   1.1 
Other invested assets                        
Limited partnerships  39.7   42.3   45.5   19.6   29.7   36.7 
Dividends from Parent's shares  18.7   18.6   14.0   38.9   31.1   21.3 
Other  3.8   2.7   1.3   1.8   3.6   7.3 
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  284.0   307.5   313.1 
Funds held interest income (expense)  5.6   5.4   6.9 
Interest income from Parent  4.3   -   - 
Gross investment income  293.9   313.0   320.1 
Investment expenses  (20.6)  (22.7)  (23.1)
Net investment income $273.3  $290.3  $297.0 
            
(Some amounts may not reconcile due to rounding.)            


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


 201520142013
Imbedded pre-tax yield of cash and invested assets at December 312.9%3.1%3.3%
Imbedded after-tax yield of cash and invested assets at December 312.1%2.2%2.4%
    
Annualized pre-tax yield on average cash and invested assets3.1%3.5%3.6%
Annualized after-tax yield on average cash and invested assets2.2%2.5%2.6%
 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,   2015/2014   2014/2013 
(Dollars in millions) 2012  2011  2010  Variance Variance 2015  2014  2013  Variance  Variance 
Gains (losses) from sales:                               
Fixed maturity securities, market value                               
Gains $14.8  $38.3  $7.6  $(23.5) $30.7  $10.9  $13.5  $14.4  $(2.6) $(0.9)
Losses  (9.1)  (55.0)  (41.0)  45.9   (14.0)  (47.2)  (16.2)  (10.7)  (31.0)  (5.5)
Total  5.7   (16.7)  (33.3)  22.4   16.6   (36.3)  (2.7)  3.8   (33.6)  (6.5)
                                        
Fixed maturity securities, fair value                                        
Gains  6.3   1.1   0.8   5.2   0.3   -   1.3   0.5   (1.3)  0.8 
Losses  (0.6)  (2.0)  -   1.4   (2.0)  -   (4.4)  (0.3)  4.4   (4.1)
Total  5.7   (0.9)  0.8   6.6   (1.7)  -   (3.1)  0.2   3.1   (3.3)
                                        
Equity securities, market value                    
Equity securities, fair value                    
Gains  -   0.2   -   (0.2)  0.2   26.1   17.9   40.5   8.2   (22.6)
Losses  -   (0.2)  -   0.2   (0.2)  (34.1)  (18.3)  (8.9)  (15.8)  (9.4)
Total  -   -   -   -   -   (8.0)  (0.4)  31.6   (7.6)  (32.0)
                                        
Equity securities, fair value                    
Gains  40.8   15.7   11.4   25.1   4.3 
Other invested assets, fair value                    
Gains on exchange  88.4   -   -   88.4   - 
Losses  (18.2)  (8.0)  (5.3)  (10.2)  (2.7)  -   -   -   -   - 
Total  22.6   7.6   6.2   15.0   1.5   88.4   -   -   88.4   - 
                                        
Total net realized gains (losses) from sales                                        
Gains  61.9   55.3   19.9   6.6   35.5   125.4   32.7   55.4   92.7   (22.7)
Losses  (28.0)  (65.2)  (46.3)  37.2   (18.9)  (81.3)  (38.9)  (19.8)  (42.4)  (19.1)
Total  33.9   (9.9)  (26.4)  43.8   16.5   44.1   (6.2)  35.6   50.3   (41.8)
                                        
Other than temporary impairments:  (6.6)  (14.5)  (2.1)  7.9   (12.4)  (78.8)  (38.9)  -   (39.9)  (38.9)
                                        
Gain on sale of subsidiary:
  94.7   -   -   94.7   - 
                    
Gains (losses) from fair value adjustments:                                        
Fixed maturities, fair value  1.9   (15.5)  15.1   17.4   (30.6)  -   (1.5)  0.3   1.5   (1.8)
Equity securities, fair value  111.2   7.2   52.8   104.0   (45.6)  (39.1)  113.1   240.9   (152.2)  (127.8)
Other invested assets, fair value  251.4   (8.4)  25.9   259.8   (34.3)  29.5   140.3   446.3   (110.8)  (306.0)
Total  364.5   (16.7)  93.8   381.2   (110.5)  (9.6)  251.8   687.6   (261.4)  (435.8)
                                        
Total net realized gains (losses) $391.7  $(41.1) $65.3  $432.8  $(106.4) $50.3  $206.7  $723.1  $(156.4) $(516.5)
                                        
(Some amounts may not reconcile due to rounding)                                        


Net realized capital gains were $391.7$50.3 million, $206.7 million and $723.1 million in 2015, 2014 and 2013, respectively.  In 2015, we recorded a $94.7 million gain on the sale of a subsidiary and $44.1 million of net realized capital gains from sales of fixed maturity and equity securities, partially offset by $78.8 million of other-than-temporary impairments and $9.6 million of net realized capital losses were $41.1due to fair value re-measurements on equity securities and other invested assets.  The fixed maturity and equity sales in 2015 related primarily to adjusting the portfolios for overall market changes and individual credit shifts.  In 2014, we recorded $251.8 million andof net realized capital gains were $65.3due to fair value re-measurements on fixed maturity, equity securities and other invested assets, partially offset by $38.9 million in 2012, 2011of other-than-temporary impairments and 2010, respectively.$6.2 million of net realized capital losses from sales of fixed maturity and equity securities.  In 2012,2013, we recorded $364.5$687.6 million of gains due to fair value re-measurements on fixed maturity, equity securities and other invested assets and $33.9$35.6 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 and equity sales in 20122013 related primarily to maintaining a balanced foreign currency exposureadjusting the portfolios for overall market changes 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 asindividual 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.shifts.



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’sRe'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 mainly within the U.S and Canada.U.S.

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 ourmanagement's 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, 2015/2014 2014/2013
(Dollars in millions)  2012   2011   2010   Variance    % Change   Variance    % Change  2015  2014  2013  Variance  % Change  Variance  % Change 
Gross written premiums $1,310.7  $1,346.8  $1,395.4  $(36.1)  -2.7% $(48.6)  -3.5% $2,147.9  $2,154.5  $1,826.0  $(6.6)  -0.3% $328.5   18.0%
Net written premiums  659.7   688.5   773.6   (28.8)  -4.2%  (85.1)  -11.0%  899.9   977.9   909.6   (78.0)  -8.0%  68.3   7.5%
                                                        
Premiums earned $722.4  $697.7  $777.7  $24.6   3.5% $(80.0)  -10.3% $951.5  $988.3  $842.3  $(36.9)  -3.7% $146.0   17.3%
Incurred losses and LAE  582.4   623.1   556.5   (40.7)  -6.5%  66.6   12.0%  413.3   545.9   424.2   (132.6)  -24.3%  121.7   28.7%
Commission and brokerage  168.6   156.0   169.3   12.6   8.1%  (13.3)  -7.9%  199.0   201.9   159.7   (2.9)  -1.4%  42.2   26.4%
Other underwriting expenses  44.8   39.3   42.5   5.5   14.0%  (3.2)  -7.6%  50.1   45.6   47.2   4.5   9.9%  (1.6)  -3.4%
Underwriting gain (loss) $(73.4) $(120.7) $9.3  $47.3   -39.2% $(130.0) NM $289.1  $195.0  $211.2  $94.1   48.3% $(16.3)  -7.7%
                                                        
                 Point Chg      Point Chg                  Point Chg      Point Chg 
Loss ratio  80.6%  89.3%  71.6%      (8.7)      17.7   43.4%  55.2%  50.4%      (11.8)      4.8 
Commission and brokerage ratio  23.3%  22.4%  21.8%      0.9       0.6   20.9%  20.4%  19.0%      0.5       1.4 
Other underwriting expense ratio  6.3%  5.6%  5.4%      0.7       0.2   5.3%  4.7%  5.5%      0.6       (0.8)
Combined ratio  110.2%  117.3%  98.8%      (7.1)      18.5   69.6%  80.3%  74.9%      (10.7)      5.4 
                                                        
(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)                         


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Premiums.  Gross written premiums decreased by 2.7%0.3% to $1,310.7$2,147.9 million in 20122015 from $1,346.8$2,154.5 million in 2011,2014, primarily due to a decline in treaty casualty business resulting from the non-renewalcancellation of some contracts. Net written premiums decreased by 8.0% to $899.9 million in 2015 compared to $977.9 million in 2014.  The difference between the change in gross written premiums compared to the change in net written premiums is primarily due to a large Floridavarying utilization of reinsurance primarily related to affiliated quota share reinsurance contract, partially offsetcontracts.  Premiums earned decreased 3.7% to $951.5 million in 2015 compared to $988.3 million in 2014.  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.

Gross written premiums increased by increased18.0% to $2,154.5 million in 2014 from $1,826.0 million in 2013, primarily due to 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.premiums combined with a higher use of reinsurance for catastrophe exposures.  Premiums earned increased 3.5%17.3% to $722.4$988.3 million in 20122014 compared to $697.7$842.3 million in 2011.2013.  The variance difference betweenchange in premiums earned andrelative to net written premiums is primarily attributable to the non-renewalresult of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the large Florida quota share reinsurance contract, which had a larger negative impact on gross and net written premiums, increases in new business, rate increases on renewals, particularly for catastrophe exposed contracts and changes in the mix of business.coverage period.

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,  
  Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2015
                       
Attritional $473.5   49.8%  $(63.7)  -6.8%  $409.8   43.0% 
Catastrophes  8.4   0.9%   (4.9)  -0.5%   3.5   0.4% 
Total segment $481.9   50.7%  $(68.6)  -7.2%  $413.3   43.4% 
                                     
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% 
                                     
Variance 2015/2014
                                   
Attritional $(22.3)  (0.5)pts $(122.9)  (12.7)pts $(145.2)  (13.2)pts
Catastrophes  2.1   0.3 pts  10.5   1.1 pts  12.6   1.4 pts
Total segment $(20.2)  (0.2)pts $(112.4)  (11.5)pts $(132.6)  (11.8)pts
                                     
Variance 2014/2013
                                   
Attritional $95.3   2.7 pts $80.2   8.4 pts $175.5   11.1 pts
Catastrophes  (19.6)  (2.5)pts  (34.2)  (3.8)pts  (53.8)  (6.3)pts
Total segment $75.7   0.3 pts $46.0   4.6 pts $121.7   4.8 pts
                                     
(Some amounts may not reconcile due to rounding.)                               
Incurred losses decreased by 24.3% to $413.3 million in 2015 compared to $545.9 million in 2014, primarily resulting from favorable development of $122.9 million on prior years attritional losses in 2015 compared to 2014 related to treaty property, treaty casualty and marine lines of business and less year over year development on A&E reserves. In addition, current year attritional losses decreased $22.3 million due primarily to the impact of the decline in earned premiums partially offset by $6.7 million of losses related to the explosion at the Chinese port of Tianjin.  The $8.4 million of current year catastrophe losses in 2015 were mainly due to the 2015 US Storms ($8.2 million).  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).

  Years Ended December 31,  
  Current  Ratio %/ Prior  Ratio %/ Total  Ratio %/
(Dollars in millions) Year  Pt Change Years  Pt Change Incurred  Pt Change
2012                     
Attritional $349.6   48.4%  $1.0   0.1%  $350.5   48.5% 
Catastrophes  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% 
                            
2011                           
Attritional $399.5   57.2%  $37.4   5.4%  $436.9   62.6% 
Catastrophes  176.6   25.3%   9.6   1.4%   186.2   26.7% 
A&E  -   0.0%   -   0.0%   -   0.0% 
Total segment $576.1   82.5%  $47.0   6.8%  $623.1   89.3% 
                            
2010                           
Attritional $469.5   60.4%  $63.3   8.1%  $532.8   68.5% 
Catastrophes  17.5   2.3%   6.2   0.8%   23.7   3.1% 
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
                            
(Some amounts may not reconcile due to rounding.)                        
23



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 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 development in 2012.  The $235.3$25.9 million of current year catastrophe losses for 2012 relatedin 2013 were mainly due to Superstorm SandyU.S. Storms ($193.5 million), U.S. storm losses ($29.9 million) and Hurricane Isaac ($11.9 million).  The $176.6 million of current year catastrophe losses for 2011 related primarily to the Japanese earthquake and tsunami ($48.322.4 million), the 2011 New Zealand earthquake ($42.4 million), U.S. storms ($39.6 million), Hurricane Irene ($18.4 million), the ThailandEuropean floods ($11.42.5 million) and the 2011 Australian floodsCanadian Floods ($3.91.0 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 losses decreased $70.0 million (3.2 points), primarily due to a shift in the mix of business, with a higher level of excess of loss business in the current year, which carries a lower attritional loss ratio, than pro rata business as well as the decline in earned premiums.




Segment Expenses.  Commission and brokerage expenses increased 8.1%decreased by 1.4% to $168.6$199.0 million in 20122015 compared to $156.0$201.9 million in 2011.  These variances were primarily due to the increase in premiums earned and the effect resulting from commissions of the non-renewed Florida quota share contract.  Segment other underwriting expenses increased to $44.8 million in 2012 compared to $39.3 million for the same period in 2011.  These increases were primarily due to higher share-based compensation and employee benefit plan expenses.2014

Commission and brokerage expenses decreased 7.9% to $156.0 million in 2011 compared to $169.3 million in 2010.. This decrease was primarily due to the declineimpact of the decrease in premiums earned.earned and changes related to the affiliated quota share contracts. Segment other underwriting expenses increased to $50.1 million in 2015 from $45.6 million in 2014.  The increase was primarily due to the impact of changes in the mix of business and higher employee benefit costs.

Commission and brokerage increased by 26.4% to $201.9 million in 2014 compared to $159.7 million in 2013.  These variances were due to the impact of the increases in premiums earned, higher contingent commissions and changes in the mix of business.  Segment other underwriting expenses decreased slightly to $39.3$45.6 million in 2011 compared to $42.52014 from $47.2 million for the same period in 2010.  This decline was due to reduced operating costs for the segment.2013.

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


 Years Ended December 31,   2012/2011   2011/2010  Years Ended December 31,  2015/2014  2014/2013 
(Dollars in millions) 2012  2011  2010  Variance  % Change  Variance  % Change  2015  2014  2013  Variance  % Change  Variance  % Change 
Gross written premiums $1,209.5  $1,242.6  $1,207.0  $(33.1)  -2.7% $35.7   3.0% $1,374.0  $1,630.4  $1,370.6  $(256.4)  -15.7% $259.8   19.0%
Net written premiums  550.7   615.1   641.4   (64.3)  -10.5%  (26.3)  -4.1%  562.7   612.2   610.1   (49.6)  -8.1%  2.2   0.4%
                                                        
Premiums earned $572.5  $636.7  $626.3  $(64.2)  -10.1% $10.4   1.7% $581.2  $601.0  $591.7  $(19.8)  -3.3% $9.3   1.6%
Incurred losses and LAE  261.5   856.1   561.9   (594.7)  -69.5%  294.3   52.4%  394.8   358.0   315.9   36.8   10.3%  42.1   13.3%
Commission and brokerage  124.6   142.3   136.2   (17.7)  -12.5%  6.1   4.5%  121.2   119.7   114.3   1.5   1.3%  5.3   4.7%
Other underwriting expenses  29.3   27.3   27.6   2.0   7.3%  (0.3)  -1.2%  34.3   34.6   33.9   (0.3)  -0.9%  0.7   2.0%
Underwriting gain (loss) $157.1  $(389.0) $(99.4) $546.2   -140.4% $(289.6) NM $30.9  $88.7  $127.5  $(57.8)  -65.1% $(38.9)  -30.5%
                                                        
                 Point Chg      Point Chg                  Point Chg      Point Chg 
Loss ratio  45.7%  134.5%  89.7%      (88.8)      44.8   67.9%  59.6%  53.4%      8.3       6.2 
Commission and brokerage ratio  21.8%  22.3%  21.7%      (0.5)      0.6   20.8%  19.9%  19.3%      0.9       0.6 
Other underwriting expense ratio  5.0%  4.3%  4.5%      0.7       (0.2)  6.0%  5.7%  5.7%      0.3       - 
Combined ratio  72.5%  161.1%  115.9%      (88.6)      45.2   94.7%  85.2%  78.4%      9.5       6.8 
                                                        
(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 decreased by 2.7%15.7% to $1,209.5$1,374.0 million in 20122015 compared to $1,242.6$1,630.4 million in 2011, primarily due to a shift 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.  Net written premiums decreased by 10.5% to $550.7 million in 2012 compared to $615.1 million in 2011,2014, primarily due to the decline in Latin American and Asian business, reductions in premiums related to quota share agreements and the negative impact of approximately $86.8 million from the movement of foreign exchange rates.  Net written premiums decreased by 8.1% to $562.7 million in 2015 compared to $612.2 million in 2014.  The difference between the change 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 primarily due to varying utilization of reinsurance related to the quota share contracts.  Premiums earned decreased 3.3% to $581.2 million in 2015 compared to $601.0 million in 2014.  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.

24


Gross written premiums increased by 3.0%19.0% to $1,242.6$1,630.4 million in 20112014 compared to $1,207.0$1,370.6 million in 2010,2013, 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.

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
2015
                       
Attritional $378.1   65.1%  $(11.4)  -2.1%  $366.7   63.0% 
Catastrophes  34.7   6.0%   (6.6)  -1.1%   28.1   4.9% 
Total segment $412.8   71.1%  $(18.0)  -3.2%  $394.8   67.9% 
                                     
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% 
                                     
Variance 2015/2014
                                   
Attritional $39.7   8.7 pts $(3.7)  (0.8)pts $36.0   7.9 pts
Catastrophes  (0.8)  0.1 pts  1.6   0.3 pts  0.8   0.4 pts
Total segment $38.9   8.8 pts $(2.1)  (0.5)pts $36.8   8.3 pts
                                     
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
                                     
(Some amounts may not reconcile due to rounding.)                               
Incurred losses and LAE increased by 10.3% to $394.8 million in 2015 compared to $358.0 million in 2014, primarily due to the effectsincrease in current year attritional losses of foreign exchange.  Eliminating this effect, premiums were essentially flat.  Growth$39.7 million, mainly related to $14.9 million of losses from increased rate levels, particularly in regions recently affected bythe explosion at the Chinese port of Tianjin.  The $34.7 million of current year catastrophe losses in 2015 were due to the 2015 Chilean earthquake ($17.4 million), Northern Chile storms ($9.6 million) and the New South Wales storms ($7.8 million).  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).

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 $33.6 million of current year catastrophe losses for 2013 were due to Canadian floods ($19.0 million) and Typhoon Fitow ($14.6 million).

25


Segment Expenses.  Commission and brokerage increased 1.3% to $121.2 million in 2015 compared to $119.7 million in 2014.  The variances were primarily due to the impact of changes in the mix of business and changes in affiliated quota share agreements.  Segment other underwriting expenses decreased slightly to $34.3 million in 2015 compared to $34.6 million in 2014.

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.

Insurance.
The following table presents the underwriting results and ratios for the Insurance segment for the periods indicated.
  Years Ended December 31,  2015/2014  2014/2013    
(Dollars in millions) 2015  2014  2013  Variance  % Change  Variance  % Change 
Gross written premiums $1,473.8  $1,180.4  $1,240.8  $293.4   24.9% $(60.4)  -4.9%
Net written premiums  630.7   516.9   597.7   113.8   22.0%  (80.9)  -13.5%
                             
Premiums earned $611.1  $524.4  $572.3  $86.7   16.5% $(47.9)  -8.4%
Incurred losses and LAE  511.5   450.2   532.0   61.3   13.6%  (81.9)  -15.4%
Commission and brokerage  (5.1)  17.8   19.8   (22.9)  -128.7%  (2.0)  -10.1%
Other underwriting expenses  130.4   111.8   112.4   18.6   16.6%  (0.6)  -0.5%
Underwriting gain (loss) $(25.7) $(55.4) $(92.0) $29.7   -53.6% $36.6   -39.7%
                             
                  Point Chg      Point Chg 
Loss ratio  83.7%  85.8%  93.0%      (2.1)      (7.2)
Commission and brokerage ratio  -0.8%  3.4%  3.5%      (4.2)      (0.1)
Other underwriting expense ratio  21.3%  21.4%  19.6%      (0.1)      1.8 
Combined ratio  104.2%  110.6%  116.1%      (6.4)      (5.5)
                             
(Some amounts may not reconcile due to rounding)                         
Premiums. Gross written premiums increased by 24.9% to $1,473.8 million in 2015 compared to $1,180.4 million in 2014.  This increase was primarily driven by an increase in various lines of business as the company focused on expanding its insurance operations.  Net written premiums increased by 22.0% to $630.7 million in 2015 compared to $516.9 million in 2014, which is consistent with the change in gross written premiums.  Premiums earned increased 16.5% to $611.1 million in 2015 compared to $524.4 million in 2014. 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 decreased by 4.9% to $1,180.4 million in 2014 compared to $1,240.8 million in 2013.  This decrease was primarily driven by a decline in crop business, partially offset by an increase in the termination of business that did not meet our current pricing targets.non-standard auto business.  Net written premiums decreased by 4.1%13.5% to $615.1$516.9 million in 20112014 compared to $641.4$597.7 million in 2010, primarily due2013.  The variance of the change in gross written premiums compared to the change in our affiliated quota share agreement.net written premiums is due to changes in the utilization of reinsurance, particularly on the crop business.  Premiums earned increased by 1.7%decreased 8.4% to $636.7$524.4 million in 20112014 compared to $626.3$572.3 million in 2010.2013.  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.



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,   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
2012                     
2015
                       
Attritional $371.6   77.5%  $29.6   6.2%  $401.2   83.7%  $431.4   70.6%  $79.8   13.1%  $511.2   83.7% 
Catastrophes  4.6   1.0%   -   0.0%   4.6   1.0%   -   0.0%   0.3   0.0%   0.3   0.0% 
Total segment $376.2   78.4%  $29.6   6.2%  $405.8   84.7%  $431.4   70.6%  $80.1   13.1%  $511.5   83.7% 
                                                               
2011                           
2014
                                   
Attritional $371.7   80.9%  $24.7   5.4%  $396.4   86.3%  $438.8   83.6%  $11.3   2.2%  $450.2   85.8% 
Catastrophes  1.8   0.4%   0.2   0.0%   2.0   0.4%   -   0.0%   -   0.0%   -   0.0% 
Total segment $373.5   81.3%  $24.9   5.4%  $398.4   86.7%  $438.8   83.6%  $11.3   2.2%  $450.2   85.8% 
                                                               
2010                           
2013
                                   
Attritional $329.2   80.3%  $29.9   7.3%  $359.0   87.6%  $459.8   80.4%  $72.9   12.7%  $532.6   93.2% 
Catastrophes  -   0.0%   -   0.0%   -   0.0%   0.5   0.1%   (1.0)  -0.2%   (0.6)  -0.1% 
Total segment $329.2   80.3%  $29.9   7.3%  $359.0   87.6%  $460.2   80.5%  $71.8   12.5%  $532.0   93.0% 
                                                               
Variance 2012/2011                           
Variance 2015/2014
                                   
Attritional $(0.1)  (3.4)pts $4.9   0.8 pts $4.8   (2.6)pts $(7.4)  (13.0)pts $68.5   10.9 pts $61.0   (2.1)pts
Catastrophes  2.8   0.6 pts  (0.2)  - pts  2.6   0.6 pts  -   - pts  0.3   - pts  0.3   - pts
Total segment $2.7   (2.9)pts $4.7   0.8 pts $7.4   (2.0)pts $(7.4)  (13.0)pts $68.8   10.9 pts $61.3   (2.1)pts
                                                               
Variance 2011/2010                           
Variance 2014/2013
                                   
Attritional $42.5   0.6 pts $(5.2)  (1.9)pts $37.3   (1.3)pts $(21.0)  3.2 pts $(61.6)  (10.5)pts $(82.4)  (7.4)pts
Catastrophes  1.8   0.4 pts  0.2   - pts  2.0   0.4 pts  (0.5)  (0.1)pts  1.0   0.2 pts  0.6   0.1 pts
Total segment $44.3   1.0 pts $(5.0)  (1.9)pts $39.3   (0.9)pts $(21.4)  3.1 pts $(60.5)  (10.3)pts $(81.9)  (7.2)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 and LAE increased by 13.6% to $511.5 million in 2015 compared to $450.2 million in 2014, mainly due to an increase of $68.5 million in prior years attritional losses related primarily to run-off umbrella and construction liability business, partially offset by a decline of $7.4 million in current year attritional losses.  There were no current year catastrophe losses for the years ended December 31, 2015 and 2014.

Incurred losses and LAE increaseddecreased by 1.9%15.4% to $405.8$450.2 million in 20122014 compared to $398.4$532.0 million in 2011. This was primarily2013, mainly due to an increasea decrease of $4.8$61.6 million inof prior years attritional losses resulting primarily from higher prior years’ losses in 2012 resulting fromwhich mainly related to development on excess casualtyworkers' compensation, constructions liability and workers’ compensation reservesumbrella business in 2013, which did not recur to the same extent in 2014 and by a $2.8decrease of $21.0 million increase in current year catastrophe losses 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, primarilywhich were mainly related to the decline in the crop book of business.  The $0.5 million of current year catastrophe losses for 2013 were 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.the Canadian floods.

Segment Expenses.  Commission and brokerage expenses decreased 56.5%by 128.7% to $17.5income of $5.1 million in 20122015 compared to $40.4$17.8 million of expense in 2011,2014. The decrease was primarily driven by growth in direct distribution business, which has lower acquisition costs and changes in ourthe mix of business and impacts from affiliated quota share agreements.  Segment other underwriting expenses in 2012 increased to $96.5$130.4 million in 2015 compared to $111.8 million in 2014.  The increase resulted from $87.7 millionthe impact of the increase in 2011.  These increases are primarilypremiums earned and increased focus on the result ofinsurance operations, resulting in increased personnel benefit costs.operating expense, including new hires.

Commission and brokerage expenses increased 36.5%decreased 10.1% to $40.4$17.8 million in 20112014 compared to $29.6$19.8 million in 2010.  These increases were2013.  The decrease for the year was primarily driven by the result of an increasedecline in net premiums earned and changes in distribution, mix of business and ceded reinsurance.earned.  Segment other underwriting expenses in 2011 increaseddecreased slightly to $87.7 million from $69.7$111.8 million in 2010.  These increases were2014 compared to $112.4 million in 2013 due primarily due to the expensesimpact of the newly acquired Heartland.decline in premiums earned.




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”"may", “will”"will", “should”"should", “could”"could", “anticipate”"anticipate", “estimate”"estimate", “expect”"expect", “plan”"plan", “believe”"believe", “predict”"predict", “potential”"potential" and “intend”"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”"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’sSEC'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"market sensitive instruments”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$9.5 billion investment portfolio, at December 31, 2012,2015, 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$774.9 million of mortgage-backed securities in the $5,572.9$5,358.6 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 tablestable below displaydisplays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $465.5$563.5 million of short-term investments) for the periodsperiod 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  Impact of Interest Rate Shift in Basis Points 
 At December 31, 2012  At December 31, 2015 
(Dollars in millions)  -200   -100   0   100   200   -200   -100   0   100   200 
Total Market/Fair Value $6,318.8  $6,179.6  $6,038.4  $5,887.7  $5,727.5  $6,216.3  $6,071.9  $5,922.1  $5,761.5  $5,594.6 
Market/Fair Value Change from Base (%)  4.6%  2.3%  0.0%  -2.5%  -5.2%  5.0%  2.5%  0.0%  -2.7%  -5.5%
Change in Unrealized Appreciation                                        
After-tax from Base ($) $182.2  $91.7  $-  $(98.0) $(202.1) $191.2  $97.4  $-  $(104.4) $(212.9)



 Impact of Interest Rate Shift in Basis Points  Impact of Interest Rate Shift in Basis Points 
 At December 31, 2011  At December 31, 2014 
(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  $6,151.8  $6,006.9  $5,859.3  $5,706.4  $5,549.2 
Market/Fair Value Change from Base (%)  4.8%  2.5%  0.0%  -2.7%  -5.6%  5.0%  2.5%  0.0%  -2.6%  -5.3%
Change in Unrealized Appreciation                                        
After-tax from Base ($) $174.8  $90.0  $-  $(100.0) $(205.9) $190.2  $96.0  $-  $(99.4) $(201.6)


We had $8,143.1$7,940.7 million and $8,290.6$7,843.9 million of gross reserves for losses and LAE as of December 31, 20122015 and December 31, 2011,2014, 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  Impact of Percentage Change in Equity Fair/Market Values 
 At December 31, 2012  At December 31, 2015 
(Dollars in millions)  -20%  -10%  0%  10%  20%  -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  $972.3  $1,093.8  $1,215.4  $1,336.9  $1,458.5 
After-tax Change in Fair/Market Value  (156.0)  (78.0)  -   78.0   156.0   (158.0)  (79.0)  -   79.0   158.0 



 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, 2014 
(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  $1,299.1  $1,429.0  $1,558.9 
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”("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, 2012,2015, there has been no material change in exposure to foreign exchange rates as compared to December 31, 2011.2014.

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 
  At December 31, 2015 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(126.5) $(63.3) $-  $63.3  $126.5 
  Change in Foreign Exchange Rates in Percent 
  At December 31, 2012 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(182.5) $(91.3) $-  $91.3  $182.5 
  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 



  Change in Foreign Exchange Rates in Percent 
  At December 31, 2014 
(Dollars in millions)  -20%  -10%  0%  10%  20%
Total After-tax Foreign Exchange Exposure $(140.3) $(70.2) $-  $70.2  $140.3 


30


Table of ContentsITEM 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.

ITEM 9.                     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.
ITEM 9A.CONTROLS AND PROCEDURES
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’sManagement'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, 2012.2015.  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, 2012,2015, 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’sCompany's registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by the Company’sCompany's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’smanagement's report in this annual report due to the Company’sCompany'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

ITEM 10. ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEDIRECTORS, 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
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.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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

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) 2015  2014 
(1)Audit Fees $2,177.6  $2,172.3 
(2)Audit-Related Fees  72.6   61.4 
(3)Tax Fees  893.7   89.0 
(4)All Other Fees  6.5   6.5 
(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 


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”"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’sGroup'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"Audit and Non-Audit Services Pre-Approval Policy”Policy" (the “Policy”"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’sSEC'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’sCompany'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"All Other Fees”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 20122015 and 2011.2014.


PART IV

ITEM 15.ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULESEXHIBITS 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, 2013.23, 2016.


 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, 201323, 2016
Joseph V. TarantoDominic J. Addesso
     
/S/ CRAIG HOWIE 
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
 March 19, 201323, 2016
Craig Howie
     
/S/ KEITH T. SHOEMAKER Comptroller (Principal Accounting Officer) March 19, 201323, 2016
Keith T. Shoemaker



34

Table of ContentsINDEX TO EXHIBITS

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

 
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
   
4.2Second 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")
   
4.3Amended 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
   
4.4Guarantee 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
   
4.5Expense 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
   
4.6Third 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
   
4.7Fourth 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
   
10.2Credit 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
   
E-1

Table of Contents
*10.3Employment 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
   
*10.4Employment 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
   
*10.5Change 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
   
*10.6Employment agreement between Everest Global Services, Inc., Everest Reinsurance Holdings Inc. and Dominic J. Addesso, dated December 4, 2015, incorporated herein by reference to Exhibit 10.1 to Everest Re Group, Ltd. Form 8-K filed on December 8, 2015.
   
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.


     
 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
     
* Management contract or compensatory plan or arrangement.


 
E-3


EVEREST REINSURANCE HOLDINGS, INC.



 
Pages
 
F-2
   
2014F-3
   
 
 2013F-4
   
 
 2013F-5
   
 
 2013F-6
   
F-7
   
Schedules 
   
I2015S-1
   
IICondensed Financial Information of Registrant: 
   
 2014S-2
   
 2013S-3
   
 2013S-4
   
III      
Noted to Condensed Financial InformationS-5
   
IIISupplementary Insurance Information for the Years Ended
      December 31, 2015, 2014 and 2013S-6
IV2013S-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.





To the Board of Directors and StockholderStockholders
of          0f Everest Reinsurance Holdings, Inc.:


In our opinion, the consolidated financial statements listed in the accompanying indexpresent fairly, in all material respects, the financial position of Everest Reinsurance Holdings, Inc. and its subsidiaries (the “Company”"Company") at December 31, 20122015 and 2011,2014, and the results of their operations and theircash flows for each of the three years in the period ended December 31, 20122015 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 consolidatedfinancial statements.  These financial statements and financial statement schedules are the responsibility of the Company’sCompany'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 YorkNY
March 19, 201323, 2016

EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


 December 31,  December 31, 
(Dollars in thousands, except par value per share) 2012  2011  2015  2014 
          
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 $5,356,477  $5,293,411 
(amortized cost: 2015, $5,335,472; 2014, $5,235,523)        
Fixed maturities - available for sale, at fair value  41,470   113,606   2,102   1,509 
Equity securities - available for sale, at market value (cost: 2012, $15; 2011, $15)  13   10 
Equity securities - available for sale, at market value (cost: 2015, $0; 2014, $15)  -   16 
Equity securities - available for sale, at fair value  1,199,848   1,207,053   1,215,377   1,299,037 
Short-term investments  465,550   423,663   563,536   564,364 
Other invested assets (cost: 2012, $420,744; 2011, $379,342)  420,744   379,342 
Other invested assets (cost: 2015, $450,154; 2014, $435,010)  450,154   435,010 
Other invested assets, at fair value  1,068,711   817,352   1,773,214   1,655,311 
Cash  347,720   348,267   155,429   323,975 
Total investments and cash  9,075,466   8,396,321   9,516,289   9,572,633 
Note receivable - affiliated  250,000   250,000 
Accrued investment income  54,914   55,849   41,727   45,386 
Premiums receivable  1,001,267   856,375   1,129,656   1,086,203 
Reinsurance receivables - unaffiliated  650,261   570,128   716,982   659,303 
Reinsurance receivables - affiliated  2,976,992   2,901,174   3,742,105   3,372,715 
Funds held by reinsureds  161,694   176,156   176,712   182,159 
Deferred acquisition costs  97,522   166,806   92,651   109,262 
Prepaid reinsurance premiums  557,460   625,391   772,686   809,083 
Deferred tax asset  214,175   366,490 
Income taxes recoverable  61,244   39,014 
Other assets  236,955   195,476   261,805   235,576 
TOTAL ASSETS $15,087,950  $14,349,180  $16,700,613  $16,322,320 
                
LIABILITIES:                
Reserve for losses and loss adjustment expenses $8,143,055  $8,290,619  $7,940,720  $7,843,856 
Unearned premium reserve  1,093,822   1,239,705   1,349,799   1,442,122 
Funds held under reinsurance treaties  90,079   123,479   101,531   101,743 
Losses in the course of payment  179,774   11,002   125,592   178,521 
Commission reserves  39,324   40,353   51,873   63,110 
Other net payable to reinsurers  900,794   629,871   1,225,260   1,028,549 
5.4% Senior notes due 10/15/2014  249,907   249,858 
4.868% Senior notes due 6/1/2044  400,000   400,000 
6.6% Long term notes due 5/1/2067  238,357   238,354   238,368   238,364 
Junior subordinated debt securities payable  329,897   329,897 
Accrued interest on debt and borrowings  4,781   4,781   3,537   3,537 
Income taxes  68,024   46,835 
Unsettled securities payable  48,830   8,793   15,040   41,092 
Other liabilities  290,724   241,075   249,658   361,874 
Total liabilities  11,609,344   11,407,787   11,769,402   11,749,603 
                
Commitments and Contingencies (Note 16)        
Commitments and Contingencies (Note 15)        
                
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 (2015 and 2014)  -   - 
Additional paid-in capital  340,223   333,416   374,789   362,293 
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 ($33,458) at 2015 and $2,434 at 2014  (62,136)  4,519 
Retained earnings  2,953,516   2,433,187   4,618,558   4,205,905 
Total stockholder's equity  3,478,606   2,941,393   4,931,211   4,572,717 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $15,087,950  $14,349,180  $16,700,613  $16,322,320 
                
The accompanying notes are an integral part of the consolidated financial statements.                




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  2015  2014  2013 
               
REVENUES:               
Premiums earned $1,773,898  $1,793,855  $1,813,823  $2,143,760  $2,113,726  $2,006,361 
Net investment income  306,145   312,933   350,344   273,253   290,310   296,996 
Net realized capital gains (losses):                        
Other-than-temporary impairments on fixed maturity securities  (6,634)  (14,522)  (2,106)  (78,833)  (38,912)  - 
Other-than-temporary impairments on fixed maturity securities                        
transferred to other comprehensive income (loss)  -   -   -   -   -   - 
Realized gain on sale of subsidiary  94,704   -   - 
Other net realized capital gains (losses)  398,336   (26,594)  67,397   34,464   245,591   723,149 
Total net realized capital gains (losses)  391,702   (41,116)  65,291   50,335   206,679   723,149 
Other income (expense)  12,136   (11,745)  12,074   29,256   (22,278)  (7,714)
Total revenues  2,483,881   2,053,927   2,241,532   2,496,604   2,588,437   3,018,792 
                        
CLAIMS AND EXPENSES:                        
Incurred losses and loss adjustment expenses  1,249,744   1,877,603   1,477,450   1,319,561   1,354,093   1,272,156 
Commission, brokerage, taxes and fees  310,699   338,655   335,061   315,069   339,402   293,922 
Other underwriting expenses  170,604   154,331   139,832   214,819   192,032   193,499 
Corporate expenses  8,764   6,073   5,867   7,179   7,252   8,262 
Interest, fee and bond issue cost amortization expense  50,746   50,763   54,553   35,434   37,970   45,452 
Total claims and expenses  1,790,557   2,427,425   2,012,763   1,892,062   1,930,749   1,813,291 
                        
INCOME (LOSS) BEFORE TAXES  693,324   (373,498)  228,769   604,542   657,688   1,205,501 
Income tax expense (benefit)  172,995   (170,677)  (36,628)  191,889   203,562   407,238 
                        
NET INCOME (LOSS) $520,329  $(202,821) $265,397  $412,653  $454,126  $798,263 
                        
Other comprehensive income (loss), net of tax :            
Other comprehensive income (loss), net of tax:            
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period  9,390   22,049   (51,265)  (23,157)  (44,902)  (99,241)
Less: reclassification adjustment for realized losses (gains) included in net income (loss)  633   20,240   23,029   (817)  27,073   (2,465)
Total URA(D) on securities arising during the period  10,023   42,289   (28,236)  (23,974)  (17,829)  (101,706)
            
Foreign currency translation adjustments  7,030   (2,805)  27,039   (54,578)  (29,210)  (19,128)
Pension adjustments  (6,976)  (29,452)  (1,815)
            
Benefit plan actuarial net gain (loss) for the period  5,681   (39,110)  17,837 
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)  6,216   3,020   5,778 
Total benefit plan net gain (loss) for the period  11,897   (36,090)  23,615 
Total other comprehensive income (loss), net of tax  10,077   10,032   (3,012)  (66,655)  (83,129)  (97,219)
                        
COMPREHENSIVE INCOME (LOSS) $530,406  $(192,789) $262,385  $345,998  $370,997  $701,044 
                        
The accompanying notes are an integral part of the consolidated financial statements.                        




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



 Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands, except share amounts) 2012  2011  2010  2015  2014  2013 
               
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   362,293  $351,051  $340,223 
Share-based compensation plans  6,807   6,441   6,582   12,496   11,242   10,828 
Reclasssification due to sale of subsidiary to related party  -   (792)  - 
Balance, end of period  340,223   333,416   327,767   374,789   362,293   351,051 
                        
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),                        
NET OF DEFERRED INCOME TAXES:                        
Balance, beginning of period  174,790   163,966   166,978   4,519   87,648   184,867 
Reclasssification due to sale of subsidiary to related party  -   792   - 
Net increase (decrease) during the period  10,077   10,032   (3,012)  (66,655)  (83,129)  (97,219)
Balance, end of period  184,867   174,790   163,966   (62,136)  4,519   87,648 
                        
RETAINED EARNINGS:                        
Balance, beginning of period  2,433,187   2,636,008   2,370,611   4,205,905   3,751,779   2,953,516 
Net income (loss)  520,329   (202,821)  265,397   412,653   454,126   798,263 
Balance, end of period  2,953,516   2,433,187   2,636,008   4,618,558   4,205,905   3,751,779 
                        
TOTAL STOCKHOLDER'S EQUITY, END OF PERIOD $3,478,606  $2,941,393  $3,127,741  $4,931,211  $4,572,717  $4,190,478 
                        
The accompanying notes are an integral part of the consolidated financial statements.                        




EVEREST REINSURANCE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS



 Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
               
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net income (loss) $520,329  $(202,821) $265,397  $412,653  $454,126  $798,263 
Adjustments to reconcile net income to net cash provided by operating activities:                        
Decrease (increase) in premiums receivable  (141,501)  (214,581)  131,870   (49,602)  83,362   (175,854)
Decrease (increase) in funds held by reinsureds, net  (17,897)  (62,082)  (8,910)  4,737   2,236   (12,075)
Decrease (increase) in reinsurance receivables  (152,887)  (96,003)  (271,644)  (465,761)  (460,635)  25,665 
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 income taxes  57,487   68,206   351,573 
Decrease (increase) in prepaid reinsurance premiums  68,312   3,655   (66,408)  30,985   (138,010)  (118,173)
Increase (decrease) in reserve for losses and loss adjustment expenses  (206,435)  674,001   318,301   184,845   248,053   (439,560)
Increase (decrease) in unearned premiums  (150,747)  (46,182)  40,729   (82,494)  130,519   228,097 
Increase (decrease) in other net payable to reinsurers  270,776   153,508   22,072   204,526   5,130   127,252 
Increase (decrease) in losses in course of payment  169,698   (3,440)  (29,810)  (51,416)  (171,071)  171,829 
Change in equity adjustments in limited partnerships  (38,579)  (42,047)  (45,463)  (18,144)  (28,249)  (35,721)
Distribution of limited partnership income  45,235   41,064   24,133 
Change in other assets and liabilities, net
  44,032   72,989   (33,463)  7,499   81,388   25,049 
Non-cash compensation expense  6,803   6,166   6,382   8,025   7,911   7,983 
Amortization of bond premium (accrual of bond discount)  19,124   10,125   8,614   18,160   19,086   25,599 
Amortization of underwriting discount on senior notes  52   49   76   4   46   54 
Net realized capital (gains) losses  (391,702)  41,116   (65,291)  (50,335)  (206,679)  (723,149)
Net cash provided by (used in) operating activities  124,117   185,990   287,084   256,404   136,483   280,965 
                        
CASH FLOWS FROM INVESTING ACTIVITIES:                        
Proceeds from fixed maturities matured/called - available for sale, at market value  927,867   695,921   676,822   902,932   1,071,296   1,099,850 
Proceeds from fixed maturities matured/called - available for sale, at fair value  1,300   12,775   -   -   875   7,213 
Proceeds from fixed maturities sold - available for sale, at market value  476,491   1,209,150   953,714   544,955   1,080,276   598,342 
Proceeds from fixed maturities sold - available for sale, at fair value  84,917   65,158   20,237   1,824   36,467   21,572 
Proceeds from equity securities sold - available for sale, at market value  -   27,096   -   16   -   - 
Proceeds from equity securities sold - available for sale, at fair value  546,463   237,849   230,562   567,069   528,958   612,516 
Proceeds from sale of subsidiary to related party  -   61,005   - 
Proceeds from sale of subsidiary (net of cash disposed)  3,934   -   - 
Distributions from other invested assets  48,688   121,176   60,283   51,494   72,323   64,483 
Cost of fixed maturities acquired - available for sale, at market value  (1,784,344)  (1,455,940)  (785,831)  (1,811,463)  (2,406,162)  (1,611,791)
Cost of fixed maturities acquired - available for sale, at fair value  (7,955)  (27,481)  (134,324)  (2,436)  (24,097)  (6,196)
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)  (530,538)  (416,375)  (439,115)
Cost of other invested assets acquired  (51,512)  (53,070)  (33,021)  (93,728)  (134,373)  (17,926)
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)  (6,145)  189,139   (292,751)
Net cost of lending for long term note - affiliated  -   (250,000)  - 
Net change in unsettled securities transactions  35,075   13,467   (11,773)  (23,447)  (4,157)  (3,057)
Net cash provided by (used in) investing activities  (169,088)  122,467   (132,129)  (395,533)  (255,830)  33,140 
                        
CASH FLOWS FROM FINANCING ACTIVITIES:                        
Tax benefit from share-based compensation  4   275   200   4,472   3,331   2,845 
Net cost of junior subordinated debt securities redemption  -   -   (329,897)
Net proceeds from issuance of senior notes  -   400,000   - 
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  4   (49,725)  (149,800)  4,472   153,331   (327,052)
                        
EFFECT OF EXCHANGE RATE CHANGES ON CASH  44,420   (28,557)  5,457   (33,889)  (26,816)  (17,966)
                        
Net increase (decrease) in cash  (547)  230,175   10,612   (168,546)  7,168   (30,913)
Cash, beginning of period  348,267   118,092   107,480   323,975   316,807   347,720 
Cash, end of period $347,720  $348,267  $118,092  $155,429  $323,975  $316,807 
                        
SUPPLEMENTAL CASH FLOW INFORMATION:                        
Income taxes paid (recovered) $38,548  $(62,137) $(51,360) $131,632  $133,057  $51,045 
Interest paid  50,072   50,091   59,921   35,217   38,861   37,725 
                        
Non-cash transaction:            
Net assets acquired and liabilities assumed from business acquisitions  -   19,130   - 
NON-CASH TRANSACTION:            
Exchange of common shares of parent company, held as other invested assets at fair value, $1,773,214  $-  $- 
for preferred shares of an affiliated company, held as other invested assets at fair value            
                        
The accompanying notes are an integral part of the consolidated financial statements.                        



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2012, 20112015, 2014 and 20102013

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Business and Basis of Presentation.
Everest Reinsurance Holdings, Inc. (“Holdings”("Holdings"), a Delaware company and direct subsidiary of Everest Underwriting Group (Ireland) Limited (“("Holdings Ireland”Ireland"), which is a direct subsidiary of Everest Re Group, Ltd. (“Group”("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”"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”("GAAP").  The statements include all of the following domestic and foreign direct and indirect subsidiaries of the Company:  Everest Reinsurance Company (“("Everest Re”Re"), Everest National Insurance Company (“("Everest National”National"), Everest Indemnity Insurance Company (“("Everest Indemnity”Indemnity"), Everest Security Insurance Company (“("Everest Security”Security"), Heartland Crop Insurance, Inc. (“Heartland”("Heartland"), Everest International Assurance, Ltd. ("Everest Assurance"), Specialty Insurance Group, Inc. (“Specialty”("Specialty"), EverestSpecialty Insurance Company of Canada (“Everest Canada”), Premiere Insurance Underwriting Services (“Premiere”Group - Leisure and Entertainment Risk Purchasing Group LLC ("Specialty RPG"), Mt. Whitney Securities, Inc., Everest Reinsurance Company – Escritório de Representação No Brasil Ltda. (“("Everest Brazil”Brazil"), Mt. McKinley Managers, L.L.C., Workcare Southeast, Inc., Workcare Southeast of Georgia, Inc. and Mt. McKinley Insurance Company (“("Mt. McKinley”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.

Effective July 13, 2015, the Company sold all of the outstanding shares of capital stock of a wholly-owned subsidiary entity, Mt. McKinley Insurance Company ("Mt. McKinley"), to Clearwater Insurance Company. The operating results of Mt. McKinley through July 13, 2015 are included within the Company's financial statements.

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’years' amounts to conform to the 20122015 presentation.

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’sstockholder's equity, net of income taxes in “accumulated"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’stockholders' 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 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
F-7


losses since these securities may be sold in the near term depending on financial market conditions.  Other
invested assets, at fair value, areat December 31, 2015 were comprised of convertible preferred stocks of Everest Preferred International Holdings, Ltd. ("Preferred Holdings"), an affiliated entity.  At December 31, 2014, the other invested assets were comprised of common shares of the Company’sCompany'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.  The fair value of the Preferred Holdings convertible preferred stocks represented the December 21, 2015 value of Group's common shares that were exchanged for the preferred stocks.  For other 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’smanagement'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  2015  2014 
Reinsurance recoverable and premium receivables $31,638  $33,430  $22,511  $29,153 


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’sCompany'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) 2015  2014  2013 
Deferred acquisition costs $315,069  $339,402  $293,922 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Deferred acquisition costs $310,699  $338,655  $335,061 


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E.  Reserve for Losses and Loss Adjustment Expenses.
The reserve for losses and loss adjustment expenses (“LAE”("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”("IBNR") based on past experience.  A provision is also included for certain potential liabilities relating to asbestos and environmental (“("A&E”&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’sCompany's loss and LAE reserves represent management’smanagement'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, 20122015 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.
AssetsAs a global entity, the Company transacts business in numerous currencies through business units located around the world.  The base transactional currency for each business unit is determined by the local currency used for most economic activity in that area.  Movements in exchange rates related to assets and liabilities relating to foreign operations are translated into U.S. dollars at the exchange rates in effect atbusiness units between the balance sheet date; revenuesoriginal currency and expenses are translated into U.S. dollars using average exchange rates in effect during the reporting period.  Gains and losses resulting from translating foreignbase 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)., except for currency movements related to available for sale investments, which are excluded from net income (loss) and accumulated in stockholders' equity, net of deferred taxes.

The business units' base currency financial statements are translated to U.S. dollars using the exchange rates at the end of period for the balance sheets and the average exchange rates in effect for the reporting period for the income statements.  Gains and losses resulting from changes intranslating the foreign currency exchange rates on debt securities, available for sale at market value,financial statements, net of deferred income taxes, 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 changed toexcluded from net income (loss) as net realized capital loss.loss and accumulated in stockholder's equity.

J.  Segmentation.
The Company, through its subsidiaries, operates in three segments:  U.S. Reinsurance, International and Insurance.  See also Note 18.17.
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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.Disclosures about Short-Duration Contracts. In September 2011,May 2015, the Financial Accounting Standards Board (“FASB”) amended theFASB issued ASU 2015-09, authoritative guidance forregarding required disclosures associated with short duration insurance contracts.  The new disclosure requirements focus on Goodwill Impairment.  The amendment allows an entity firstinformation about initial claim estimates and subsequent claim estimate adjustment, methodologies in estimating claims and the timing, frequency and severity of claims related 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.short duration insurance contracts. This guidance is effective for annual reporting periods beginning after December 15, 2011.2015 and interim reporting periods beginning after December 15, 2016.  The Company implementedhas decided not to early adopt and will implement this guidance as of January 1, 2012.2016.  The Company is still evaluating the impact of the implementation of this guidance but does not anticipate that it will have a significant impact on its financial statements.

Presentation of Comprehensive Income.Debt Issuance Costs. In June 2011,April 2015, The FASB issued amendments to existingASU 2015–03, authoritative guidance to provide two alternatives foron the presentation of comprehensive income. Components of net income and comprehensive income can eitherdebt issuance costs.  This guidance requires that debt issuance costs be presented within the balance sheet as a single, continuous financial statement or be presented in tworeduction of the carrying value of the debt liability, rather than as a 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.  Theasset.  This guidance is effective for annual reporting periods beginning after December 15, 2011.2015 and interim reporting periods beginning after December 15, 2016.  The Company implementedhas decided not to early adopt and will implement this guidance as of January 1, 2012.2016.  The Company is still evaluating the impact of the implementation of this guidance but does not anticipate that it will have a significant impact on its financial statements.

Common Fair Value Measurement.Consolidation. In May 2011,February 2015, the FASB issued amendments to existingASU 2015-02, authoritative guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards.regarding consolidation of reporting entities.  The amendments change wording used to describe many GAAP fair value measurement requirements and disclosures. FASB does not intend fornew guidance focuses on the amendments to cause a change in applicationrequired evaluation of fair value accounting guidance.  Thewhether certain legal entities should be consolidated.  This guidance is effective for annual and interim reporting periods beginning after December 15, 2011.2015.  The Company implementedhas decided not to early adopt and will implement this guidance prospectively as of January 1, 2012.2016.  The Company is still evaluating the impact of the implementation of this guidance but does not anticipate that it will have a significant impact on its financial statements.

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, 2012  At December 31, 2015 
 Amortized  Unrealized  Unrealized  Market  Amortized  Unrealized  Unrealized  Market  OTTI in AOCI 
(Dollars in thousands) Cost  Appreciation  Depreciation  Value  Cost  Appreciation  Depreciation  Value  (a) 
Fixed maturity securities                      
U.S. Treasury securities and obligations of                      
U.S. government agencies and corporations $77,611  $1,448  $(869) $78,190  $329,281  $2,422  $(718) $330,985  $- 
Obligations of U.S. states and political subdivisions  1,214,990   78,096   (1,123)  1,291,963   669,945   34,020   (890)  703,075   - 
Corporate securities  1,510,186   61,137   (6,471)  1,564,852   2,011,997   27,286   (70,725)  1,968,558   (86)
Asset-backed securities  44,070   2,417   -   46,487   145,755   290   (1,063)  144,982   - 
Mortgage-backed securities                                    
Commercial  45,157   7,534   (67)  52,624   61,527   1,430   (511)  62,446   - 
Agency residential  672,724   12,722   (1,724)  683,722   714,907   3,994   (6,603)  712,298   - 
Non-agency residential  1,933   429   (33)  2,329   126   24   -   150   - 
Foreign government securities  732,277   51,461   (3,735)  780,003   447,244   24,255   (8,425)  463,074   - 
Foreign corporate securities  990,671   46,850   (6,281)  1,031,240   954,690   27,616   (11,397)  970,909   17 
Total fixed maturity securities $5,289,619  $262,094  $(20,303) $5,531,410  $5,335,472  $121,337  $(100,332) $5,356,477  $(69)
Equity securities $15  $-  $(2) $13  $-  $-  $-  $-  $- 



  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, 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(a)Represents the amount of foreign governmentOTTI recognized in AOCI.  Amount includes unrealized gains and losses on impaired 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 heldrelating to changes in the governmentsvalue of France,such securities subsequent to 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.


impairment measurement date.
F-11



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


The amortized cost and market value of fixed maturity securities are shown in the following tabletables 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, 2012  At December 31, 2011  At December 31, 2015  At December 31, 2014 
 Amortized  Market  Amortized  Market  Amortized  Market  Amortized  Market 
(Dollars in thousands) Cost  Value  Cost  Value  Cost  Value  Cost  Value 
Fixed maturity securities – available for sale                    
Due in one year or less $329,474  $330,149  $224,406  $223,507  $330,029  $330,509  $385,721  $384,022 
Due after one year through five years  2,380,093   2,462,430   2,055,299   2,129,437   2,617,079   2,618,056   2,387,533   2,369,917 
Due after five years through ten years  1,008,653   1,064,579   955,253   1,009,893   870,266   856,230   1,025,221   1,029,077 
Due after ten years  807,515   889,090   1,006,307   1,083,532   595,783   631,806   689,140   757,872 
Asset-backed securities  44,070   46,487   44,351   45,103   145,755   144,982   94,470   94,823 
Mortgage-backed securities                                
Commercial  45,157   52,624   41,953   47,874   61,527   62,446   57,027   59,268 
Agency residential  672,724   683,722   528,946   543,393   714,907   712,298   596,140   598,117 
Non-agency residential  1,933   2,329   24,139   24,289   126   150   271   315 
Total fixed maturity securities $5,289,619  $5,531,410  $4,880,654  $5,107,028  $5,335,472  $5,356,477  $5,235,523  $5,293,411 


The changes in net unrealized appreciation (depreciation) for the Company’sCompany'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  2015  2014 
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  $(46,548) $(17,697)
Fixed maturity securities, other-than-temporary impairment  (236)  (188)  9,666   (9,735)
Fixed maturity securities, reclassification due to sale of subsidiary to related party, pre-tax  -   (1,785)
Equity securities  3   (3)  (1)  3 
Other invested assets  -   (1,515)
Change in unrealized appreciation (depreciation), pre-tax  15,420   63,274   (36,883)  (27,429)
Deferred tax benefit (expense)  (5,480)  (22,837)  16,292   6,193 
Deferred tax benefit (expense), other-than-temporary impairment  83   66   (3,383)  3,407 
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  $(23,974) $(17,829)


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’ssecurity'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
F-12

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’sCompany'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’sCompany's consolidated balance sheets.  The Company’sCompany'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.

F-12


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

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


  Duration of Unrealized Loss at December 31, 2015 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 $216,352  $(712) $692  $(6) $217,044  $(718)
Obligations of U.S. states and political subdivisions  6,434   (84)  4,917   (806)  11,351   (890)
Corporate securities  866,715   (49,034)  307,215   (21,691)  1,173,930   (70,725)
Asset-backed securities  102,506   (791)  28,048   (272)  130,554   (1,063)
Mortgage-backed securities                        
Commercial  26,483   (511)  -   -   26,483   (511)
Agency residential  320,285   (3,094)  150,095   (3,509)  470,380   (6,603)
Non-agency residential  -   -   -   -   -   - 
Foreign government securities  61,498   (2,182)  77,911   (6,243)  139,409   (8,425)
Foreign corporate securities  324,904   (6,289)  76,951   (5,108)  401,855   (11,397)
Total fixed maturity securities $1,925,177  $(62,697) $645,829  $(37,635) $2,571,006  $(100,332)
Equity securities  -   -   -   -   -   - 
Total $1,925,177  $(62,697) $645,829  $(37,635) $2,571,006  $(100,332)
  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)



  Duration of Unrealized Loss at December 31, 2015 By Maturity 
  Less than 12 months  Greater than 12 months  Total 
    Gross    Gross    Gross 
    Unrealized    Unrealized    Unrealized 
(Dollars in thousands) Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation 
Fixed maturity securities            
Due in one year or less $21,780  $(1,577) $12,212  $(1,171) $33,992  $(2,748)
Due in one year through five years  1,023,437   (23,255)  347,203   (21,582)  1,370,640   (44,837)
Due in five years through ten years  394,978   (31,423)  99,335   (10,131)  494,313   (41,554)
Due after ten years  35,708   (2,046)  8,936   (970)  44,644   (3,016)
Asset-backed securities  102,506   (791)  28,048   (272)  130,554   (1,063)
Mortgage-backed securities  346,768   (3,605)  150,095   (3,509)  496,863   (7,114)
Total fixed maturity securities $1,925,177  $(62,697) $645,829  $(37,635) $2,571,006  $(100,332)

F-13


  Duration of Unrealized Loss at December 31, 2012 By Maturity 
  Less than 12 months  Greater than 12 months  Total 
     Gross     Gross     Gross 
     Unrealized     Unrealized     Unrealized 
(Dollars in thousands) Market Value  Depreciation  Market Value  Depreciation  Market Value  Depreciation 
Fixed maturity securities                  
Due in one year or less $5,875  $(24) $19,291  $(2,833) $25,166  $(2,857)
Due in one year through five years  103,313   (1,671)  110,161   (10,564)  213,474   (12,235)
Due in five years through ten years  57,225   (678)  16,385   (1,008)  73,610   (1,686)
Due after ten years  61,440   (1,227)  13,849   (474)  75,289   (1,701)
Asset-backed securities  -   -   -   -   -   - 
Mortgage-backed securities  177,336   (1,042)  65,770   (782)  243,106   (1,824)
Total fixed maturity securities $405,189  $(4,642) $225,456  $(15,661) $630,645  $(20,303)


The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 20122015 were $630,658$2,571,006 thousand and $20,305$100,332 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, 2015, did not exceed 0.07% 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$62,697 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 and foreign government securities.  OfThe majority of these unrealized losses $3,281are attributable to unrealized losses in the energy sector, $35,978 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 and unrealized foreign exchange losses, $6,090 thousand, as the U.S. dollar has strengthened against other currencies. The $15,661$37,635 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, as well as foreign government securities and agency residential mortgage-backed securities. OfThe majority of these unrealized losses $14,401are attributable to unrealized foreign exchange losses, $14,807 thousand, were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The non-investment grade securities withas the U.S. dollar has strengthened against other currencies and unrealized losses were mainly comprised of corporate securities,in the energy sector, $6,959 thousand, as falling oil prices disrupted the market values for this sector, particularly for oil exploration, production and servicing companies. The Company did not have any sub-prime or alt-A loans 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, 2015.  In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

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


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, 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, 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)


F-14




 Duration of Unrealized Loss at December 31, 2011 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 $9,583  $(59) $26,204  $(4,486) $35,787  $(4,545) $12,858  $(550) $53,528  $(4,224) $66,386  $(4,774)
Due in one year through five years  213,809   (4,754)  137,972   (9,576)  351,781   (14,330)  622,137   (51,262)  243,192   (6,306)  865,329   (57,568)
Due in five years through ten years  186,061   (5,484)  37,964   (2,391)  224,025   (7,875)  467,187   (18,958)  66,630   (2,018)  533,817   (20,976)
Due after ten years  23,741   (446)  19,753   (4,918)  43,494   (5,364)  36,615   (1,000)  23,752   (995)  60,367   (1,995)
Asset-backed securities  819   (6)  -   -   819   (6)  62,451   (374)  -   -   62,451   (374)
Mortgage-backed securities  161,284   (2,961)  27,892   (387)  189,176   (3,348)  35,972   (110)  267,824   (4,661)  303,796   (4,771)
Total fixed maturity securities $595,297  $(13,710) $249,785  $(21,758) $845,082  $(35,468) $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, 20112014 were $845,092$1,892,146 thousand and $35,473$90,458 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, 2014, did not exceed 0.3% 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$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 generallyprimarily comprised of domestic and foreign corporate securities as well as commercial and agency residential mortgage-backed securities.  OfThe majority of these unrealized losses $5,635are 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 $21,758$18,204 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to agency residential mortgage-backed securities, foreign and domestic and foreign corporate securities and foreign government securities.  Of these unrealized losses, $15,880$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 a large number of short duration, floating interest rate bank loan securities.  The gross unrealized depreciation for mortgage-backed securities included $56 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-15


Other invested assets, at fair value, isas of December 31, 2015, were comprised of commonpreferred shares held in Preferred Holdings, an affiliated company.  As of the Company’s ultimate parent, Group.  At December 31, 2012,2014, other invested assets, at fair value, were comprised of shares held in the Company held 9,719,971 shares of Group representing 15.9% of the total outstanding shares.Parent company.

F-15


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


 Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Fixed maturity securities $216,796  $232,287  $290,454 
Fixed maturities $188,300  $207,861  $210,416 
Equity securities  39,284   29,694   10,190   34,418   34,112   36,274 
Short-term investments and cash  1,051   1,078   407   964   1,190   1,090 
Other invested assets                        
Limited partnerships  39,696   42,349   45,464   19,613   29,653   36,737 
Dividends from Parent's shares  18,663   18,645   14,029   38,880   31,104   21,287 
Other  3,851   2,741   1,274   1,804   3,620   7,328 
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  283,979   307,540   313,132 
Funds held interest income (expense)  5,611   5,429   6,925 
Interest income from Parent  4,300   -   - 
Gross investment income  293,890   312,969   320,057 
Investment expenses  (20,637)  (22,658)  (23,061)
Net investment income $273,253  $290,310  $296,996 
            
(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$321,999 thousand in limited partnerships at December 31, 2012.2015.  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 tabletables below for the periods indicated:


 Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Fixed maturity securities, market value:               
Other-than-temporary impairments $(6,634) $(14,522) $(2,106) $(78,833) $(38,912) $- 
Gains (losses) from sales  5,660   (16,652)  (33,323)  (36,299)  (2,711)  3,792 
Fixed maturity securities, fair value:                        
Gain (losses) from sales  5,675   (905)  775   25   (3,137)  201 
Gains (losses) from fair value adjustments  1,941   (15,518)  15,091   (44)  (1,498)  307 
Equity securities, market value:                        
Gains (losses) from sales  -   37   -   1   -   - 
Equity securities, fair value:                        
Gains (losses) from sales  22,562   7,644   6,153   (8,010)  (385)  31,566 
Gains (losses) from fair value adjustments  111,155   7,200   52,790   (39,119)  113,065   240,927 
Other invested assets, fair value:                        
Gains (losses) from exchange  88,354   -   - 
Gains (losses) from fair value adjustments  251,359   (8,400)  25,912   29,549   140,259   446,341 
Gain on sale of subsidiary  94,704   -   - 
Short-term investment gains (losses)  (16)  -   (1)  7   (2)  15 
Total net realized capital gains (losses) $391,702  $(41,116) $65,291  $50,335  $206,679  $723,149 


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


IndexOn July 13, 2015, the Company sold Mt. McKinley, a wholly-owned subsidiary of the Company to Clearwater Insurance Company, a Delaware domiciled insurance company.  The purchase price of $20,156 thousand was based upon the statutory book value of Mt. McKinley as of the closing date. The Company recognized a pre-tax realized gain of $94,704 thousand on the sale of Mt. McKinley.


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


 Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Proceeds from sales of fixed maturity securities $561,408  $1,274,308  $973,951  $546,779  $1,116,743  $619,914 
Gross gains from sales  21,051   39,363   8,436   10,935   14,782   14,914 
Gross losses from sales  (9,716)  (56,920)  (40,984)  (47,209)  (20,630)  (10,921)
                        
Proceeds from sales of equity secuities $546,463  $264,945  $230,562 
Proceeds from sales of equity securities $567,085  $528,958  $612,516 
Gross gains from sales  40,808   15,875   11,446   26,136   17,921   40,191 
Gross losses from sales  (18,246)  (8,194)  (5,293)  (34,146)  (18,306)  (8,925)


Securities with a carrying value amount of $1,478,079$1,398,874 thousand at December 31, 2012,2015, 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,  At December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Gross reserves at January 1 $8,290,619  $7,652,303  $7,300,139  $7,843,856  $7,653,229  $8,143,055 
Less reinsurance recoverables  (3,374,427)  (3,265,528)  (3,051,704)  (3,702,782)  (3,427,385)  (3,444,970)
Net reserves at January 1  4,916,192   4,386,775   4,248,435   4,141,074   4,225,844   4,698,085 
                        
Incurred related to:                        
Current year  1,237,486   1,862,836   1,414,604   1,326,015   1,314,887   1,227,525 
Prior years  12,258   14,767   62,846   (6,454)  39,206   44,631 
Total incurred losses and LAE  1,249,744   1,877,603   1,477,450   1,319,561   1,354,093   1,272,156 
                        
Paid related to:                        
Current year  365,805   447,182   277,177   357,819   452,662   464,914 
Prior years  1,097,353   894,242   1,086,262   946,337   926,819   1,209,941 
Total paid losses and LAE  1,463,158   1,341,424   1,363,438   1,304,156   1,379,481   1,674,855 
                        
Foreign exchange/translation adjustment  (4,693)  (6,762)  24,328   (90,832)  (59,382)  (69,542)
                        
Net reserves at December 31  4,698,085   4,916,192   4,386,775   4,065,647   4,141,074   4,225,844 
Plus reinsurance recoverables  3,444,970   3,374,427   3,265,528   3,875,073   3,702,782   3,427,385 
Gross reserves at December 31 $8,143,055  $8,290,619  $7,652,303  $7,940,720  $7,843,856  $7,653,229 
            
(Some amounts may not reconcile due to rounding.)            


Prior years’years' reserves decreased by $6,454 thousand, increased by $12,258 thousand, $14,767$39,206 thousand and $62,846increased by $44,631 thousand for the years ended December 31, 2012, 20112015, 2014 and 2010,2013, respectively. The decrease for 2015 was attributable to $86,540 thousand of favorable development in the reinsurance segments related to treaty casualty, treaty property and catastrophe reserves, partially offset by unfavorable development of $80,086 thousand in the insurance segment primarily related to construction liability and umbrella business.

F-17


The increase for 20122014 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 catastrophe reserves.

The increase for 2013 was attributable to a $29,612$71,838 thousand increase in insurance business, primarily related to development on contractors’contractors' liability, and workers compensation, and umbrella reserves, partially offset by the $17,354a $27,207 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’sCompany's reserves include an estimate of the Company’sCompany's ultimate liability for A&E claims.  The Company’sCompany's A&E liabilities emanate from Mt. McKinley, a direct subsidiary of the Company, direct insurance business and Everest Re’sRe'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’sCompany'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,  At December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Gross basis:               
Beginning of period reserves $499,911  $554,790  $638,674  $476,205  $402,461  $442,821 
Incurred losses  132   753   -   40,000   142,233   5,598 
Paid losses  (57,222)  (55,632)  (83,884)  (83,088)  (68,490)  (45,958)
End of period reserves $442,821  $499,911  $554,790  $433,117  $476,205  $402,461 
                        
Net basis:                        
Beginning of period reserves $341,251  $382,507  $430,421  $304,286  $269,370  $305,469 
Incurred losses  17   (30)  (300)  30,879   87,362   3,965 
Paid losses  (35,799)  (41,226)  (47,614)  (58,625)  (52,446)  (40,064)
End of period reserves $305,469  $341,251  $382,507  $276,540  $304,286  $269,370 


On July 13, 2015, the Company closed its agreement to sell all of the outstanding shares of capital stock of Mt. McKinley, a Delaware domiciled insurance company and wholly-owned subsidiary of the Company to Clearwater Insurance Company, a Delaware domiciled insurance company.  The purchase price of $20,156 thousand was based upon the statutory book value of Mt. McKinley as of the closing date. The Company recognized a pre-tax realized gain of $94,704 thousand on the sale of Mt. McKinley.

Reinsurance Receivables.  Reinsurance receivables for both paid and unpaid losses totaled $4,459,087 thousand and $4,032,018 thousand at December 31, 2015 and 2014, 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 $422,8492015, $3,643,252 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-18



4.  FAIR VALUE

GAAP guidance regarding fair value measurements address how companies should measure fair value when they are required to use fair value measures for recognition or disclosure purposes under GAAP and provides a common definition of fair value to be used throughout GAAP.  It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly fashion between market participants at the measurement date.  In addition, it establishes a three-level valuation hierarchy for the disclosure of fair value measurements.  The Company’svaluation hierarchy is based on the transparency of inputs to the valuation of an asset or liability.  The level in the hierarchy within which a given fair value measurement falls is determined based on the lowest level input that is significant to the measurement, with Level 1 being the highest priority and Level 3 being the lowest priority.

The levels in the hierarchy are defined as follows:

Level 1:Inputs to the valuation methodology are observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in an active market;

Level 2:Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;

Level 3:Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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.  TheDue to the unavailability of prices for two private placement security, the Company valued the securities at $3,593 thousand at December 31, 2015 and made no such adjustments at December 31, 2012 and 2011.2014.

The Company internally manages a small public equity portfolio which had a fair value at December 31, 20122015 and December 31, 2014 of $61,893$131,219 thousand and $96,890 thousand, respectively, and all prices were obtained from publically published sources.

Equity securities denominated in U.S. denominated currency with quoted prices in active markets for identical assets are categorized as Levellevel 1 Quoted Prices in Active Markets for Identical Assets, since the securities are actively traded on an exchange andquoted prices are based on quoted prices from the exchange.directly observable.  Equity securities traded on foreign exchanges are categorized as Levellevel 2 due to potentialthe added input of a foreign exchange adjustmentsconversion rate to determine fair or market value.  The Company uses foreign currency exchange rates published by nationally recognized sources.

Fixed
F-19


All categories of fixed maturity securities listed in the tables below are generally categorized as Levellevel 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 thatFor foreign government securities and foreign corporate securities, the fair values provided by the third party pricing services in local currencies, and where applicable, are derivedconverted to U.S. dollars using currency exchange rates from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk) arenationally recognized sources.

The fixed maturities with fair values categorized as Levellevel 3 Significant Unobservable Inputs.  Theseresult when prices are not available from the nationally recognized pricing services.  The asset managers will then obtain non-binding price quotes for the securities include broker priced securities.

At December 31, 2012 and 2011, 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.from brokers. 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.  If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources. In limited circumstances when broker prices are not available for private placements the Company will value the securities using comparable market information.  Historically, most of the level 3 fixed maturities have resulted from new issuances and the third party prices services have not yet included the issuance in their data base.  Generally, in subsequent measurement periods, the issuances will be included in the data base and the fair value will transfer to level 2.

The composition and valuation inputs for the presented fixed maturities categories are as follows:

·U.S. Treasury securities and obligations of U.S. government agencies and corporations are primarily comprised of U.S. Treasury bonds and the fair value is based on observable market inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields;

·Obligations of U.S. states and political subdivisions are comprised of state and municipal bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

·Corporate securities are primarily comprised of U.S. corporate and public utility bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities, benchmark yields and credit spreads;

·Asset-backed and mortgage-backed securities fair values are based on observable inputs such as quoted prices, reported trades, quoted prices for similar issuances or benchmark yields and cash flow models using observable inputs such as prepayment speeds, collateral performance and default spreads;

·Foreign government securities are comprised of global non-U.S. sovereign bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source;

·Foreign corporate securities are comprised of global non-U.S. corporate bond issuances and the fair values are based on observable market inputs such as quoted market prices, quoted prices for similar securities and models with observable inputs such as benchmark yields and credit spreads and then, where applicable, converted to U.S. dollars using an exchange rate from a nationally recognized source.

Other invested assets, at fair value, arewas categorized as Level 3 at December 31, 2015 since it represented a privately placed convertible preferred stock issued by an affiliate.  The stock was received in exchange for shares of the Company's parent, which were valued on a public securities exchange on December 21, 2015.  The fair value of the stock at December 31, 2015 represented this exchange value.  The other invested assets, at fair value, at December 31, 2014, was categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are shares of the Company’sCompany's parent, which are actively traded on an exchange and the price is based on a quoted price.


F-19F-20



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:    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, 2015  (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  $-  $330,985  $-  $330,985  $- 
Obligations of U.S. States and political subdivisions  1,291,963   -   1,291,963   -   703,075   -   703,075   - 
Corporate securities  1,564,852   -   1,564,852   -   1,968,558   -   1,964,625   3,933 
Asset-backed securities  46,487   -   41,638   4,849   144,982   -   144,982   - 
Mortgage-backed securities                                
Commercial  52,624   -   52,624   -   62,446   -   62,446   - 
Agency residential  683,722   -   654,324   29,398   712,298   -   712,298   - 
Non-agency residential  2,329   -   2,324   5   150   -   150   - 
Foreign government securities  780,003   -   780,003   -   463,074   -   463,074   - 
Foreign corporate securities  1,031,240   -   1,019,819   11,421   970,909   -   969,316   1,593 
Total fixed maturities, market value  5,531,410   -   5,485,737   45,673   5,356,477   -   5,350,951   5,526 
                                
Fixed maturities, fair value  41,470   -   41,470   -   2,102   -   2,102   - 
Equity securities, market value  13   13   -   -   -   -   -   - 
Equity securities, fair value  1,199,848   1,059,288   140,560   -   1,215,377   1,153,310   62,067   - 
Other invested assets, fair value  1,068,711   1,068,711   -   -   1,773,214   -   -   1,773,214 


There were no transfers between Level 1 and Level 2 for the twelve months ended December 31, 2012.2015.


F-20



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   -   - 
     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   -   - 


F-21


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, 2015  December 31, 2014 
  Corporate  Asset-backed    Foreign    Corporate  Asset-backed    Foreign  Non-agency   
(Dollars in thousands) Securities  Securities  CMBS  Corporate  Total  Securities  Securities  CMBS  Corporate  RMBS  Total 
Beginning balance 
$
-
  
$
-
  
$
8,597
  
$
7,166
  
$
15,763
  
$
-
  
$
3,533
  
$
-
  
$
481
  
$
4
  
$
4,018
 
Total gains or (losses) (realized/unrealized)                                            
Included in earnings  
6
   
-
   
-
   
(9,480
)
  
(9,474
)
  
-
   
1,291
   
-
   
73
   
2
   
1,366
 
Included in other comprehensive income (loss)  
(52
)
  
-
   
-
   
3,908
   
3,856
   
42
   
(192
)
  
(426
)
  
(5,208
)
  
(3
)
  
(5,787
)
Purchases, issuances and settlements  
3,625
   
-
   
-
   
-
   
3,625
   
1,274
   
16,744
   
9,023
   
3,135
   
(3
)
  
30,173
 
Transfers in and/or (out) of Level 3  
354
   
-
   
(8,597
)
  
(1
)
  
(8,244
)
  
(1,316
)
  
(21,376
)
  
-
   
8,685
   
-
   
(14,007
)
Ending balance 
$
3,933
  
$
-
  
$
-
  
$
1,593
  
$
5,526
  
$
-
  
$
-
  
$
8,597
  
$
7,166
  
$
-
  
$
15,763
 
                                             
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 
$
-
  
$
-
  
$
-
  
$
9,721
  
$
9,721
  
$
-
  
$
-
  
$
-
  
$
-
  
$
-
  
$
-
 
                                             
(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 $8,244 thousand and $14,007 thousand of investments during 2015 and 2014, 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.

The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs by other invested assets, for the periods indicated:


  Years Ended December 31, 
(Dollars in thousands) 2015  2014 
Other invested assets, fair value:    
Beginning balance $-  $- 
Total gains or (losses) (realized/unrealized)        
Included in earnings  -   - 
Included in other comprehensive income (loss)  -   - 
Purchases, issuances and settlements  1,773,214   - 
Transfers in and/or (out) of Level 3  -   - 
Ending balance $1,773,214  $- 
         
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.)        

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"Holdings Credit Facility”.  Citibank N.A. is the administrative agent for the Holdings Credit Facility.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.

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
Bank Commitment  In Use Date of LoanMaturity/Expiry Date Commitment  In Use Date of LoanMaturity/Expiry Date
Citibank Holdings Credit Facility $150,000  $-    $150,000  $-   
Total revolving credit borrowings      -         -   
Total letters of credit      1,551  12/31/2013      5,020  12/31/2012
                     
Total Citibank Holdings Credit Facility $150,000  $1,551    $150,000  $5,020   

expiration.

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) 2015  2014  2013 
Credit facility fees incurred $-  $97  $299 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Credit facility fees incurred $582  $476  $457 


F-22


6.  SENIOR NOTES

The table below displays Holdings’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, 2015  December 31, 2014 
       Consolidated Balance    Consolidated Balance   
(Dollars in thousands)Date Issued Date Due Principal Amounts  Sheet Amount  Market Value  Sheet Amount  Market Value 
4.868% Senior notes06/05/2014 06/01/2044  400,000  $400,000  $381,204  $400,000  $404,892 
5.40% Senior notes10/12/2004 10/15/2014  250,000   -   -   -   - 
        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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Interest expense incurred $13,548  $13,546  $17,219  $19,472  $21,818  $13,551 


F-22



7.  LONG TERM SUBORDINATED NOTES

The table below displays Holdings’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, 2015  December 31, 2014 
  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 $238,368  $208,978  $238,364  $246,312 


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’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’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, 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.
F-23


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, 
(Dollars in thousands) 2012  2011  2010 
Interest expense incurred $15,748  $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 subsidiary 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.
  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Interest expense incurred $15,749  $15,749  $15,748 


        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% of their principal amount plus accrued interest as of the date 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 of the occurrence and continuation of a determination that the Trust may become subject to tax or the Investment Company Act.

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


  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Interest expense incurred $20,454  $20,454  $20,454 


Holdings considers that the mechanisms and obligations relating to the trust preferred securities, taken together, constitute 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.

9.8.  REINSURANCE AND TRUST AGREEMENTS

A subsidiary of the Company, Everest Re, has established a trust agreement, which effectively uses Everest Re’sRe's investments as collateral, as security for assumed losses payable to a non-affiliated ceding company.  At December 31, 2012,2015, the total amount on deposit in the trust account was $139,921$347,105 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.

On December 1, 2015 the Company entered into two collateralized reinsurance agreements with Kilimanjaro Re to provide the Company with catastrophe reinsurance coverage.  These agreements are multi-year reinsurance contracts which cover named storm and earthquake events.  The first agreement provides up to $300,000 thousand of reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada.  The second agreement provides up to $325,000 thousand of reinsurance coverage from named storms and earthquakes in the United States, Puerto Rico and Canada.

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 notes ("Series 2014-1 Notes").  On November 18, 2014, Kilimanjaro issued $500,000 thousand of notes ("Series 2014-2 Notes"). On December 1, 2015, Kilimanjaro issued $625,000 thousand of notes ("Series 2015-1 Notes).  The proceeds from the issuance of the Series 2014-1 Notes, the Series 2014-2 Notes and the Series 2015-1 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.

F-24



10.9.  OPERATING LEASE AGREEMENTS

The future minimum rental commitments, exclusive of cost escalation clauses, at December 31, 2012,2015, for all of the Company’sCompany'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 
2016  11,162  $13,239 
2017  10,526   12,889 
2018  13,111 
2019  12,929 
2020  12,594 
Thereafter  36,365   16,511 
Net commitments $89,622  $81,273 
    
(Some amounts may not recconcile due to rounding.)    


All of these leases, the expiration terms of which range from 20172018 to 2024,2027, are for the rental of office space.  Rental expense was $12,232$14,145 thousand, $12,656$13,028 thousand and $11,769$12,405 thousand for the years ended December 31, 2012, 20112015, 2014 and 2010,2013, respectively.

11.10.  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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Current tax expense (benefit):               
U.S. $18,498  $660  $(73,747) $52,347  $104,327  $86,345 
Foreign  10,545   19,227   9,797   30,373   33,171   7,909 
Total current tax expense (benefit)  29,043   19,887   (63,950)  82,720   137,498   94,254 
Total deferred U.S. tax expense (benefit)  143,952   (190,564)  27,322   109,169   66,064   312,984 
Total income tax expense (benefit) $172,995  $(170,677) $(36,628) $191,889  $203,562  $407,238 


A reconciliation of the total income tax provision using the statutory U.S. Federal incomeIncome tax rate to company's effectivethe Company's total income tax rateprovision is as follows for the periodsperiod indicated:


 Years Ended December 31, Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Expected income tax provision at the U.S. statutory tax rate $242,664   35.0% $(130,724)  35.0% $80,069   35.0% $211,588  $230,190  $421,924 
Increase (reduction) in taxes resulting from:                                    
Tax exempt income  (20,623)  -3.0%  (33,672)  9.0%  (56,457)  -24.7%  (10,004)  (12,231)  (15,038)
Dividend received deduction  (7,924)  -1.1%  (6,517)  1.7%  (2,535)  -1.1%  (4,851)  (5,428)  (7,328)
Proration  3,138   0.5%  5,080   -1.4%  8,510   3.7%  2,160   1,835   2,274 
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%  (7,005)  (10,804)  5,406 
Total income tax provision and effective tax rate $172,995   25.0% $(170,677)  45.7% $(36,628)  -16.0%
Total income tax provision $191,889  $203,562  $407,238 
            
(Some amounts may not reconcile due to rounding.)            



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’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 remeasure its exposure and take down its reserve for uncertain tax positions by $31,912 thousand and related interest by $2,154 thousand, resulting in an income tax benefit of $34,067 thousand.

The Company identified net understatements in its Deferredhas no reserve for uncertain tax asset account of $17,520 thousand during 2012.  positions.

The understatements resultedCompany's U.S. Corporation Income Tax Returns from differences between filed2009 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 income tax 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 adjustmentssubsequent are immaterialopen to these financial statements and to all prior periods.  As such, the Company has not restated any prior period amounts.IRS audit.

F-25


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,  At December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
Deferred tax assets:          
Loss reserve $159,320  $183,883  $169,771  $153,978 
Unearned premium reserve  40,624   44,582 
Net unrecognized losses on benefit plans  33,971   40,377 
Investment impairments  23,481   13,841 
Benefit plan liabilities  18,747   9,873 
Foreign tax credits  90,941   74,253   11,836   64,902 
Net operating loss carryforward  64,353   167,089 
Alternative minimum tax credits  64,088   21,438   7,604   44,954 
Uncollectible reinsurance reserve  5,534   5,237 
Deferred expenses  40,200   19,351   3,182   3,076 
Unearned premium reserve  37,558   43,020 
Unfunded pension liability  33,660   29,903 
Deferred gain on reinsurance  30,265   31,464   -   35,231 
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   13,402   17,357 
Total deferred tax assets  546,405   605,514   328,152   433,408 
                
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 
Net fair value income  401,305   403,731 
Deferred acquisition costs  33,969   58,571   33,227   38,636 
Gain on tender of debt  27,395   27,395   16,437   21,916 
Net unrealized investment gains  6,811   25,516 
Bond market discount  3,050   2,902   2,674   3,043 
Other liabilities  761   6,877   13,569   13,158 
Total deferred tax liabilities  332,230   239,024   474,023   506,000 
                
Net deferred tax assets $214,175  $366,490 
Net deferred tax assets/(liabilities) $(145,871) $(72,592)



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 
Balance at January 1 $31,912  $23,773  $29,010 
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)  -   - 
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 remeasure 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 were 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 authorities 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 recognizes accrued interest related to 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.

For U.S. income tax purposes at December 31, 2015, the Company has foreign tax credit carry forwards of $90,941$11,836 thousand that begin to expire in 2017 and net operating loss carryforwards of $183,866 thousand that begin to expire in 2031.2021.  In addition, for U.S. income tax purposes the Company has $64,088$7,604 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 20122015 and 20112014, respectively, of $2$4,469 thousand and $(11)$3,333 thousand into additional paid-in capital onin the shareholders' equity section of the consolidated balance sheets.Consolidated Balance Sheets.

F-27F-26



12.11.  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 companyCompany of its obligations to the policyholders.underlying obligations.  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 3.8.

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


  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Written premiums:      
Direct $1,511,217  $1,179,034  $1,240,761 
Assumed  3,484,414   3,786,260   3,196,707 
Ceded  (2,902,348)  (2,858,320)  (2,320,091)
Net written premiums $2,093,283  $2,106,974  $2,117,377 
             
Premiums earned:            
Direct $1,439,795  $1,148,297  $1,183,542 
Assumed  3,637,484   3,685,784   3,024,825 
Ceded  (2,933,519)  (2,720,355)  (2,202,006)
Net premiums earned $2,143,760  $2,113,726  $2,006,361 
             
Incurred losses and LAE:            
Direct $1,235,012  $1,073,485  $1,153,004 
Assumed  1,728,661   1,855,057   1,473,297 
Ceded  (1,644,112)  (1,574,449)  (1,354,145)
Net incurred losses and LAE $1,319,561  $1,354,093  $1,272,156 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Written premiums:         
Direct $1,050,248  $808,526  $823,305 
Assumed  2,519,142   2,749,993   2,644,451 
Ceded  (1,877,789)  (1,804,508)  (1,679,045)
Net written premiums $1,691,601  $1,754,011  $1,788,711 
             
Premiums earned:            
Direct $1,032,576  $867,340  $823,734 
Assumed  2,687,521   2,734,765   2,602,704 
Ceded  (1,946,199)  (1,808,250)  (1,612,615)
Net premiums earned $1,773,898  $1,793,855  $1,813,823 
             
Incurred losses and LAE:            
Direct $910,136  $738,823  $703,229 
Assumed  1,630,386   2,491,002   1,946,124 
Ceded  (1,290,778)  (1,352,222)  (1,171,903)
Net incurred losses and LAE $1,249,744  $1,877,603  $1,477,450 


The Company engages in reinsurance transactions with Bermuda Re, Everest International Reinsurance, Ltd. (“("Everest International”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-27



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  
                     
01/01/2012-12/31/2014 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)
 
(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.
                
01/01/2012Everest Canada80.0%Everest Re- Canadian Branchproperty 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.

F-29F-28


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’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 


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


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
(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


On July 13, 2015, the Company sold Mt. McKinley to Clearwater Insurance Company, a Delaware domiciled insurance company. As of that date, Mt. McKinley is no longer deemed an affiliated company or related party.

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) 2015  2014  2013 
Ceded written premiums $2,283,815  $2,273,222  $2,097,812 
Ceded earned premiums  2,316,096   2,208,084   1,986,421 
Ceded losses and LAE (a)  1,293,997   1,196,118   1,148,841 
Bermuda Re Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Ceded written premiums $1,649,473  $1,627,298  $1,375,778 
Ceded earned premiums  1,701,811   1,565,561   1,282,720 
Ceded losses and LAE (a)  1,095,331   1,226,832   923,123 
             
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 International
 Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Ceded written premiums $395  $286  $691 
Ceded earned premiums  522   563   1,105 
Ceded losses and LAE  673   (2,356)  (3,180)



Everest Canada
 Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Assumed written premiums $39,819  $37,436  $20,419 
Assumed earned premiums  35,988   25,925   17,447 
Assumed losses and LAE  20,345   15,401   12,014 
(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, aamortization of deferred gain on retroactive reinsurance is reflected in other expensesincome on the consolidated statements of operations and comprehensive income (loss). Upon the sale of Mt. McKinley, the value of the remaining deferred gain on retroactive reinsurance was included in the calculation of the realized gain on sale of subsidiary.

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.


F-30F-29


IndexEffective 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.

13.
Mt. Logan Re
 Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Ceded written premiums $209,162  $122,203  $19,066 
Ceded earned premiums  201,416   122,979   18,001 
Ceded losses and LAE  40,753   28,844   4,171 
             
Assumed written premiums  15,421   13,889   1,735 
Assumed earned premiums  15,421   13,889   1,735 
Assumed losses and LAE  -   -   - 


12.  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, 
  2015  2014  2013 
(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 $(43,777) $14,337  $(29,440) $(59,318) $20,744  $(38,574) $(152,280) $53,298  $(98,982)
URA(D) on securities - OTTI  9,666   (3,383)  6,283   (9,735)  3,407   (6,328)  (399)  140   (259)
Reclassification of net realized losses (gains) included in net income (loss)  (2,772)  1,955   (817)  41,624   (14,551)  27,073   (3,792)  1,327   (2,465)
Foreign currency translation adjustments  (83,966)  29,388   (54,578)  (44,938)  15,728   (29,210)  (29,428)  10,300   (19,128)
Benefit plan actuarial net gain (loss)  8,740   (3,059)  5,681   (60,169)  21,059   (39,110)  27,442   (9,605)  17,837 
Reclassification of amortization of net gain (loss) included in net income (loss)  9,563   (3,347)  6,216   4,647   (1,627)  3,020   8,889   (3,111)  5,778 
Total other comprehensive income (loss) $(102,546) $35,891  $(66,655) $(127,890) $44,761  $(83,129) $(149,568) $52,349  $(97,219)
                                     
(Some amounts may not reconcile due to rounding)                                    

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 2015  2014  operations and comprehensive income (loss)
(Dollars in thousands)        
URA(D) on securities $(2,772) $41,624  Other net realized capital gains (losses)
   1,955   (14,551) Income tax expense (benefit)
  $(817) $27,073  Net income (loss)
              
Benefit plan net gain (loss) $9,563  $4,647  Other underwriting expenses
   (3,347)  (1,627) Income tax expense (benefit)
  $6,216  $3,020  Net income (loss)
              
(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 


F-30


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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
          
Beginning balance of URA (D) on securities $147,140  $106,009  $37,628  $55,457 
Current period change in URA (D) of investments - temporary  10,177   42,413   (30,257)  (11,501)
Current period change in URA (D) of investments - non-credit OTTI  (154)  (122)  6,283   (6,328)
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   13,654   37,628 
                
Beginning balance of foreign currency translation adjustments  83,185   84,040   41,877   71,087 
Current period change in foreign currency translation adjustments  7,030   (2,807)  (54,578)  (29,210)
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   (12,701)  41,877 
                
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)
Beginning balance of benefit plan net gain (loss)  (74,986)  (38,896)
Current period change in benefit plan net gain (loss)  11,897   (36,090)
Ending balance of benefit plan net gain (loss)  (63,089)  (74,986)
                
Ending balance of accumulated other comprehensive income (loss) $184,867  $174,790  $(62,136) $4,519 



F-31



14.13.  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’sCompany'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’sCompany'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  2015  2014  2013 
Company contributions $267  $3,223  $6,759  $5,949  $16,484  $22,536 


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


  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Pension expense $22,682  $18,543  $19,348 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Pension expense $16,542  $10,874  $10,783 


F-31


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  2015  2014 
Change in projected benefit obligation:          
Benefit obligation at beginning of year $175,364  $138,392  $270,065  $214,059 
Service cost  9,370   7,548   12,511   10,015 
Interest cost  7,971   7,702   10,759   10,474 
Actuarial loss  21,786   26,802 
Actuarial (gain) / loss  (18,595)  55,107 
Benefits paid  (2,332)  (5,080)  (20,718)  (19,588)
Projected benefit obligation at end of year  212,159   175,364   254,022   270,065 
                
Change in plan assets:                
Fair value of plan assets at beginning of year  101,304   114,470   157,090   152,446 
Actual return on plan assets  15,568   (11,309)  (7,234)  7,747 
Actual contributions during the year  267   3,223   5,949   16,484 
Benefits paid  (2,332)  (5,080)  (20,718)  (19,588)
Fair value of plan assets at end of year  114,807   101,304   135,087   157,090 
                
Funded status at end of year $(97,352) $(74,060) $(118,936) $(112,976)
        
(Some amounts may not reconcile due to rounding.)        


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


 At December 31,  At December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
Other assets (due beyond one year) $-  $-  $-  $- 
Other liabilities (due within one year)  (5,497)  (3,497)  (1,869)  (5,469)
Other liabilities (due beyond one year)  (91,855)  (70,563)  (117,067)  (107,507)
Net amount recognized in the consolidated balance sheets $(97,352) $(74,060) $(118,936) $(112,976)



F-32



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  2015  2014 
Prior service cost $(119) $(168) $-  $(21)
Accumulated income (loss)  (85,820)  (78,755)  (91,920)  (102,671)
Accumulated other comprehensive income (loss) $(85,939) $(78,923) $(91,920) $(102,692)
        
(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, 
(Dollars in thousands) 2015  2014 
Other comprehensive income (loss) at December 31, prior year $(102,692) $(53,387)
Net gain (loss) arising during period  (259)  (58,647)
Recognition of amortizations in net periodic benefit cost:        
Prior service cost  21   49 
Actuarial loss  11,011   9,294 
Other comprehensive income (loss) at December 31, current year $(91,920) $(102,692)
  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
Other comprehensive income (loss) at December 31, prior year $(78,923) $(36,436)
Net gain (loss) arising during period  (13,961)  (47,177)
Recognition of amortizations in net periodic benefit cost:        
Prior service cost  49   49 
Actuarial loss  6,896   4,641 
Other comprehensive income (loss) at December 31, current year $(85,939) $(78,923)


F-32


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  2015  2014  2013 
Service cost $9,370  $7,548  $6,944  $12,511  $10,015  $11,182 
Interest cost  7,971   7,702   7,052   10,759   10,474   8,511 
Expected return on assets  (7,743)  (9,067)  (7,971)  (11,620)  (11,288)  (8,495)
Amortization of actuarial loss from earlier periods  6,896   3,367   2,467   9,243   4,341   8,101 
Amortization of unrecognized prior service cost  49   49   49   21   49   49 
Settlement  -   1,275   2,242   1,768   4,953   - 
Net periodic benefit cost $16,542  $10,874  $10,783  $22,682  $18,543  $19,348 
                        
Other changes recognized in other comprehensive income (loss):                        
Other comprehensive income (loss) attributable to change from prior year  7,017   42,487       (10,773)  49,305     
                        
Total recognized in net periodic benefit cost and other                        
comprehensive income (loss) $23,559  $53,361      $11,909  $67,847     
                        
(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$8,055 thousand and $49$0 thousand, respectively.

The weighted average discount rates used to determine net periodic benefit cost for 2012, 20112015, 2014 and 20102013 were 4.60%4.00%, 5.60%5.00% and 6.10%4.00%, respectively.  The rate of compensation increase used to determine the net periodic benefit cost for 2012, 20112015, 2014 and 20102013 was 4.0%. The expected long-term rate of return on plan assets for 2012, 20112015, 2014 and 20102013 was 7.75%, 8.0% and 8.0%, respectively,7.50% 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, 20112015, 2014 and 20102013 were 4.00%4.38%, 4.60%4.00% and 5.60%5.00%, respectively.


F-33



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


 At December 31,  At December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
Qualified Plan $148,107  $118,981  $188,702  $200,205 
Non-qualified Plan  25,579   21,231   17,756   19,167 
Total $173,686  $140,212  $206,458  $219,371 


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


  At December 31, 
(Dollars in thousands) 2015  2014 
Qualified Plan    
Projected benefit obligation $229,719  $243,525 
Fair value of plan assets  135,087   157,090 
Non-qualified Plan        
Projected benefit obligation $24,303  $26,540 
Fair value of plan assets  -   - 
  At December 31, 
(Dollars in thousands) 2012  2011 
Qualified Plan      
Projected benefit obligation $181,617  $146,350 
Fair value of plan assets  114,807   101,304 
Non-qualified Plan        
Projected benefit obligation $30,542  $29,014 
Fair value of plan assets  -   - 


F-33


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  2015  2014 
Qualified Plan          
Accumulated benefit obligation $148,107  $118,981  $188,702  $200,205 
Fair value of plan assets  114,807   101,304   135,087   157,090 
Non-qualified Plan                
Accumulated benefit obligation $25,579  $21,231  $17,756  $19,167 
Fair value of plan assets  -   -   -   - 
        


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


(Dollars in thousands)     
2013 $8,567 
2014  7,233 
2015  6,582 
2016  6,759  $6,709 
2017  7,299   7,779 
2018  9,607 
2019  12,139 
2020  10,660 
Next 5 years  48,914   67,416 


Plan assets consist of shares in investment trusts with approximately 68%80%, 29%17% and 3% 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.


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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, 2015  (Level 1)  (Level 2)  (Level 3) 
Assets:                    
Cash $-  $-  $-  $-  $-  $-  $-  $- 
Short-term investments, which approximates fair value (a)  3,343   3,343   -   -   4,034   4,034   -   - 
Mutual funds, fair value                                
Fixed income (b)  33,783   33,783   -   -   22,537   22,537   -   - 
Equities (c)  63,065   63,065   -   -   86,505   86,505   -   - 
Multi-strategy equity fund, fair value (d)  9,092   -   -   9,092   10,673   -   -   10,673 
Private equity limited partnership (e)  5,524   -   -   5,524 
Private equity limited partnerships (e)  11,338   -   -   11,338 
Total $114,807  $100,191  $-  $14,616  $135,087  $113,076  $-  $22,011 
                
(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.

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    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, 2014  (Level 1)  (Level 2)  (Level 3) 
Assets:                    
Cash $317  $317  $-  $-  $-  $-  $-  $- 
Short-term investments, which approximates fair value (a)  3,109   3,109   -   -   14,328   14,328   -   - 
Mutual funds, fair value                                
Fixed income (b)  33,573   33,573   -   -   23,948   23,948   -   - 
Equities (c)  55,423   55,423   -   -   96,762   96,762   -   - 
Multi-strategy equity fund, fair value (d)  7,891   -   -   7,891   10,629   -   -   10,629 
Private equity limited partnership (e)  991   -   -   991 
Private equity limited partnerships (e)  11,423   -   -   11,423 
Total $101,304  $92,422  $-  $8,882  $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 a private equity limited partnership.partnerships.


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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  2015  2014 
Assets:          
Balance, beginning of period $8,882  $10,259  $22,053  $19,921 
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  84   75 
Unrealized gains (losses) relating to assets still held at the reporting date  601   331 
Purchases and capital contributions  5,955   1,200   1,719   3,390 
Investment income earned on assets  118   (95)  -   - 
Sales and capital distributions  (1,314)  (123)  (2,445)  (1,664)
Transfers in and/or (out) of Level 3  -   -   -   - 
Balance, end of period $14,616  $8,882  $22,011  $22,053 
                
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) $517  $256 
                
(Some amounts may not reconcile due to rounding.)                


The Company does not expect to make any contributions to the qualified plan in 2013.2016.
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Defined Contribution Plans.
The Company also maintains both qualified and non-qualified defined contribution plans (“("Savings Plan”Plan" and “Non-Qualified"Non-Qualified Savings Plan”Plan", respectively) covering U.S. employees.  Under the plans, the Company contributes up to a maximum 3% of the participants’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’semployee's earnings for each payroll period based on the employee’semployee's age.  These contributions will be 100% vested after three years.

The following table presents the Company’sCompany'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  2015  2014  2013 
Incurred expenses $3,209  $2,062  $1,801  $5,468  $4,676  $3,903 


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%6.1% to 9.2%9.7%.  The contributions are generally used to purchase pension benefits from local insurance providers.  The following table presents the Company’sCompany'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  2015  2014  2013 
Incurred expenses $412  $419  $377  $447  $479  $462 



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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’semployee's service.

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%7.0% in 20122015 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%6.2% in 20122015 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) $706  $(537)
b. Effect on accumulated post-retirement benefit obligation  5,905   (4,611)  6,504   (5,064)


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


  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Post-retirement benefit expenses $3,280  $3,196  $3,801 
  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Post-retirement benefit expenses $3,141  $2,258  $1,947 


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


 At December 31,  At December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
Change in projected benefit obligation:          
Benefit obligation at beginning of year $21,462  $16,754  $36,506  $27,594 
Service cost  1,677   1,165   1,794   1,619 
Interest cost  1,033   934   1,187   1,320 
Actuarial loss  4,136   2,930   (7,231)  6,475 
Excise tax cost  11   53 
Benefits paid  (381)  (374)  (568)  (502)
Benefit obligation at end of year  27,938   21,462   31,687   36,506 
                
Change in plan assets:                
Fair value of plan assets at beginning of year  -   -   -   - 
Employer contributions  381   374   568   502 
Benefits paid  (381)  (374)  (568)  (502)
Fair value of plan assets at end of year  -   -   -   - 
                
Funded status at end of year $(27,938) $(21,462) $(31,687) $(36,506)


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


  At December 31, 
(Dollars in thousands) 2015  2014 
Other liabilities (due within one year) $(654) $(639)
Other liabilities (due beyond one year)  (31,033)  (35,867)
Net amount recognized in the consolidated balance sheets $(31,687) $(36,506)
         
(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,  At December 31, 
(Dollars in thousands) 2012  2011  2015  2014 
Accumulated income (loss) $(10,231) $(6,516) $(5,139) $(12,670)
Accumulated other comprehensive income (loss) $(10,231) $(6,516) $(5,139) $(12,670)


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


  Years Ended December 31, 
(Dollars in thousands) 2015  2014 
Other comprehensive income (loss) at December 31, prior year $(12,670) $(6,452)
Net gain (loss) arising during period  7,231   (6,475)
Recognition of amortizations in net periodic benefit cost:        
Actuarial loss (gain)  300   257 
Other comprehensive income (loss) at December 31, current year $(5,139) $(12,670)
  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
Other comprehensive income (loss) at December 31, prior year $(6,516) $(3,692)
Net gain (loss) arising during period  (4,147)  (2,983)
Recognition of amortizations in net periodic benefit cost:        
Actuarial loss (gain)  432   159 
Other comprehensive income (loss) at December 31, current year $(10,231) $(6,516)


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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  2015  2014  2013 
Service cost $1,677  $1,165  $1,017  $1,794  $1,619  $1,899 
Interest cost  1,033   934   849   1,187   1,320   1,164 
Net loss recognition  432   159   81   300   257   739 
Net periodic cost $3,142  $2,258  $1,947  $3,280  $3,196  $3,801 
                        
Other changes recognized in other comprehensive income (loss):                        
Other comprehensive gain (loss) attributable to change from prior year  3,715   2,823       (7,531)  6,218     
                        
Total recognized in net periodic benefit cost and                        
other comprehensive income (loss) $6,857  $5,081      $(4,251) $9,414     
            
(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$193 thousand and $0 thousand, respectively.

The weighted average discount rates used to determine net periodic benefit cost for 2012, 20112015, 2014 and 20102013 were 4.60%, 5.60%4.00 %, 5.00% and 6.10%4.00%, respectively.

The weighted average discount rates used to determine the actuarial present value of the projected benefit obligation at year end 2012, 20112015, 2014 and 20102013 were 4.38 %, 4.00%, 4.60% and 5.60%5.00%, respectively.

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


(Dollars in thousands)     
2013 $472 
2014  538 
2015  672 
2016  760  $654 
2017  820   717 
2018  844 
2019  972 
2020  1,141 
Next 5 years  6,403   8,157 



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15.14.  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.

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’syear's statutory annual statement.  In addition, no dividend may be paid in excess of unassigned earned surplus.  At December 31, 2012,2015, Everest Re has $359,026$498,455 thousand available for payment of dividends in 20132016 without the need for prior regulatory approval.
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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$3,210,891 thousand and $2,322,115$2,892,999 thousand at December 31, 20122015 and 2011,2014, respectively.  The statutory net income of Everest Re was $359,816$498,455 thousand, $357,298 thousand and net loss was $326,400$540,020 thousand for the years ended December 31, 20122015, 2014 and 2011 and the statutory net income of Everest Re was $218,452 thousand for the year ended December 31, 2010,2013, respectively.

16.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.

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 capital for Everest Re is as follows:


  
Everest Re (1)
 
  At December 31, 
(Dollars in thousands) 2015  2014 
Regulatory targeted capital $1,355,668  $1,209,601 
Actual capital $3,210,891  $2,892,999 


(1)   Regulatory targeted capital represents 200% of the RBC authorized control level calculation for the applicable year.

15.  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’sCompany'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, theThe Company had a business arrangementhas entered into separate annuity agreements with The Prudential Insurance Company of America (“("The Prudential”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.
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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 



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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:
  At December 31, 
(Dollars in thousands) 2015  2014 
The Prudential $142,427  $142,653 
Unaffiliated life insurance company $33,062  $31,964 


  Years Ended December 31, 
(Dollars in thousands) 2012  2011 
  $29,132  $27,634 


17.16.  RELATED-PARTY TRANSACTIONS

Parent

Group’sGroup 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.  Interest income in the amount of $4,300 thousand was recorded by Holdings for the year ended December 31, 2015

Group's Board of Directors approved an amended share repurchase program authorizing Group and/or its subsidiary Holdings to purchase Group’sGroup'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 ofThrough December, 31, 2012,2015, Holdings had purchased and held 9,719,971 common sharesCommon Shares of Group, which it hadwere 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 

In December, 2015, Holdings transferred the 9,719,971 Common Shares of Group, which it held as other invested assets, at fair value, valued at $1,773,214 thousand, to Preferred Holdings, an affiliated entity and subsidiary of Group, in exchange for 1,773.214 preferred shares of Preferred Holdings with a $1,000 thousand par value and 1.75% annual dividend rate.  After the exchange, Holdings no longer holds any shares or has any ownership interest in Group.

Holdings reports these purchasesreported both its Parent Shares and preferred shares in Preferred Holdings, 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 commonthe Parent 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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Dividends received $18,663  $18,645  $14,029  $38,880  $31,104  $21,287 


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.


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IndexAffiliated Companies


Everest Global Services, Inc. (“("Global Services”Services"), an affiliate of Holdings, provides centralized management and home office services, through a management agreement, to Holdings and other affiliated companies within Holdings’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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Expenses incurred $78,398  $61,108  $62,740  $81,122  $77,322  $84,675 


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.

18.17.  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’sRe'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 mainly 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-41


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.

F-41


U.S. Reinsurance Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
Gross written premiums $1,310,683  $1,346,830  $1,395,433 
Net written premiums  659,692   688,524   773,615 
             
Premiums earned $722,384  $697,737  $777,704 
Incurred losses and LAE  582,436   623,113   556,529 
Commission and brokerage  168,606   156,026   169,327 
Other underwriting expenses  44,776   39,290   42,510 
Underwriting gain (loss) $(73,434) $(120,692) $9,338 
The following tables present the underwriting results for the operating segments for the periods indicated:


U.S. Reinsurance
 Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
Gross written premiums $2,147,893  $2,154,529  $1,826,044 
Net written premiums  899,918   977,858   909,557 
             
Premiums earned $951,457  $988,315  $842,341 
Incurred losses and LAE  413,292   545,862   424,184 
Commission and brokerage  198,983   201,912   159,747 
Other underwriting expenses  50,089   45,583   47,177 
Underwriting gain (loss) $289,093  $194,958  $211,233 


International Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Gross written premiums $1,209,523  $1,242,609  $1,206,953  $1,373,978  $1,630,381  $1,370,615 
Net written premiums  550,732   615,064   641,359   562,691   612,243   610,084 
                        
Premiums earned $572,466  $636,681  $626,295  $581,216  $600,964  $591,695 
Incurred losses and LAE  261,473   856,131   561,872   394,819   358,038   315,923 
Commission and brokerage  124,552   142,273   136,166   121,158   119,655   114,331 
Other underwriting expenses  29,294   27,307   27,646   34,303   34,603   33,910 
Underwriting gain (loss) $157,147  $(389,030) $(99,389) $30,936  $88,668  $127,531 



Insurance Years Ended December 31,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Gross written premiums $1,049,184  $969,079  $865,371  $1,473,760  $1,180,384  $1,240,809 
Net written premiums  481,177   450,423   373,737   630,674   516,873   597,736 
                        
Premiums earned $479,048  $459,437  $409,824  $611,087  $524,447  $572,325 
Incurred losses and LAE  405,835   398,359   359,049   511,450   450,193   532,049 
Commission and brokerage  17,541   40,356   29,568   (5,072)  17,835   19,844 
Other underwriting expenses  96,534   87,734   69,676   130,427   111,846   112,412 
Underwriting gain (loss) $(40,862) $(67,012) $(48,469) $(25,718) $(55,427) $(91,980)


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,  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010  2015  2014  2013 
Underwriting gain (loss) $42,851  $(576,734) $(138,520) $294,311  $228,199  $246,784 
Net investment income  306,145   312,933   350,344   273,253   290,310   296,996 
Net realized capital gains (losses)  391,702   (41,116)  65,291   50,335   206,679   723,149 
Corporate expense  (8,764)  (6,073)  (5,867)  (7,179)  (7,252)  (8,262)
Interest, fee and bond issue cost amortization expense  (50,746)  (50,763)  (54,553)  (35,434)  (37,970)  (45,452)
Other income (expense)  12,136   (11,745)  12,074   29,256   (22,278)  (7,714)
Income (loss) before taxes $693,324  $(373,498) $228,769  $604,542  $657,688  $1,205,501 



F-42



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’sCompany'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  2015  2014  2013 
Canada $148,529  $185,184  $186,861 
Canada gross written premiums $114,859  $159,451  $169,148 


Approximately 21.1%, 29.9% and 27.0%No other country represented more than 5% of the Company’sCompany's revenues.

Approximately 16.3%, 17.6% and 19.6% of the Company's gross written premiums in 2012, 20112015, 2014 and 2010,2013, respectively, were sourced through the Company’sCompany'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.18.DISPOSITIONS

On January 28, 2011,July 13, 2015, the Company acquiredclosed its agreement to sell all of the entire businessoutstanding shares of capital stock of Mt. McKinley, a Delaware domiciled insurance company and operationswholly-owned subsidiary 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 acquiredto Clearwater Insurance Company, a Delaware domiciled insurance company.  The purchase price of $20,156 thousand was based upon the renewal rights and operationsstatutory book value of Mt. McKinley as 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.

closing date. The Company subsequently sold both Premiere and the financial linesrecognized a pre-tax realized gain of business of Executive Risk to an affiliated company, Holdings Ireland in the fourth quarter of 2011.

Overall, the Company recorded $46,215$94,704 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 ofon 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.Mt. McKinley.

20.19.  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:


  2012 
(Dollars in thousands) 1st Quarter  2nd Quarter  3rd Quarter  4th Quarter 
             
Operating data:            
Gross written premiums $857,191  $732,879  $1,010,883  $968,437 
Net written premiums  427,379   339,432   458,866   465,924 
                 
Premiums earned  433,711   438,470   427,112   474,605 
Net investment income  81,242   74,206   76,342   74,355 
Net realized capital gains (losses)  176,141   82,589   95,943   37,029 
Total claims and underwriting expenses  377,402   428,041   359,279   566,325 
Net income (loss)  214,724   125,653   155,985   23,967 
 2011  2015 
(Dollars in thousands) 1st Quarter  2nd Quarter  3rd Quarter  4th Quarter  1st Quarter  2nd Quarter  3rd Quarter  4th Quarter 
                    
Operating data:                    
Gross written premiums $886,399  $811,508  $923,180  $937,431  $1,226,763  $1,089,441  $1,448,711  $1,230,716 
Net written premiums  460,083   410,002   439,835   444,093   508,427   472,464   599,073   513,319 
                                
Premiums earned  459,393   452,050   442,862   439,550   521,062   521,424   546,050   555,224 
Net investment income  87,132   84,459   78,325   63,017   72,581   70,925   63,363   66,384 
Net realized capital gains (losses)  40,476   (68,184)  (179,036)  165,628   21,296   51,225   (121,695)  99,509 
Total claims and underwriting expenses  679,757   432,337   435,649   822,846   453,954   447,405   499,858   448,232 
Net income (loss)  (97,533)  8,807   261   (114,356)  115,944   133,766   (4,659)  167,602 



  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 



F-44F-43


SCHEDULE I – SUMMARY OF INVESTMENTS -
OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 20122015


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  $329,281  $330,985  $330,985 
State, municipalities and political subdivisions  1,214,990   1,291,963   1,291,963   669,945   703,075   703,075 
Foreign government securities  732,277   780,003   780,003   447,244   463,074   463,074 
Foreign corporate securities  990,671   1,031,240   1,031,240   954,690   970,909   970,909 
Public utilities  79,235   84,266   84,266   62,451   62,695   62,695 
All other corporate bonds  1,447,997   1,499,221   1,499,221   2,071,915   2,026,648   2,026,648 
Mortgage - backed securities                        
Commercial  45,157   52,624   52,624   61,527   62,446   62,446 
Agency residential  672,724   683,722   683,722   714,907   712,298   712,298 
Non-agency residential  1,933   2,329   2,329   126   150   150 
Redeemable preferred stock  27,024   27,852   27,852   23,386   24,197   24,197 
Total fixed maturities-available for sale  5,289,619   5,531,410   5,531,410   5,335,472   5,356,477   5,356,477 
Fixed maturities - available for sale, at fair value(1)
  41,068   41,470   41,470   2,202   2,102   2,102 
Equity securities - available for sale, at market value  15   13   13   -   -   - 
Equity securities - available for sale, at fair value(1)
  1,035,179   1,199,848   1,199,848   1,006,535   1,215,377   1,215,377 
Short-term investments  465,550   465,550   465,550   563,536   563,536   563,536 
Other invested assets  420,744   420,744   420,744   450,154   450,154   450,154 
Other invested assets, at fair value (1)
  835,371   1,068,711   1,068,711   1,773,214   1,773,214   1,773,214 
Cash  347,720   347,720   347,720   155,429   155,429   155,429 
                        
Total investments and cash $8,435,266  $9,075,466  $9,075,466  $9,286,542  $9,516,289  $9,516,289 
 
(1) Original cost does not reflect adjustments, which have been realized through the statements of operations and comprehensive income.




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) 2015  2014 
ASSETS:    
Fixed maturities - available for sale, at market value $65,441  $9,040 
(amortized cost: 2015, $66,016; 2014, $9,008)        
Equity securities - available for sale, at fair value  131,219   96,890 
Other invested assets  3,047   3,047 
Other invested assets, at fair value  1,773,214   1,655,311 
Short-term investments  37,802   92,390 
Cash  6,232   6,206 
Total investments and cash  2,016,955   1,862,884 
Investment in subsidiaries, at equity in the underlying net assets  3,534,552   3,276,082 
Note receivable - affiliated  250,000   250,000 
Accrued investment income  438   92 
Advances to affiliates  109,775   130,018 
Other assets  18,097   18,340 
TOTAL ASSETS $5,929,817  $5,537,416 
         
LIABILITIES:        
4.868% Senior notes due 6/1/2044 $400,000  $400,000 
6.6% Long term notes due 5/1/2067  238,368   238,364 
Accrued interest on debt and borrowings  3,537   3,537 
Income taxes  354,312   317,991 
Due to affiliates  1,049   932 
Other liabilities  1,340   3,875 
Total liabilities  998,606   964,699 
         
STOCKHOLDER'S EQUITY:        
Common stock, par value:  $0.01; 3,000 shares authorized;        
1,000 shares issued and outstanding (2015 and 2014)  -   - 
Additional paid-in capital  374,789   362,293 
Accumulated other comprehensive income (loss), net of deferred income        
tax expense (benefit) of ($33,458) at 2015 and $2,434 at 2014  (62,136)  4,519 
Retained earnings  4,618,558   4,205,905 
Total stockholder's equity  4,931,211   4,572,717 
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $5,929,817  $5,537,416 
         
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.        





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



  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
REVENUES:      
Net investment income $40,441  $32,774  $23,451 
Net investment income - Affiliated  4,300   -   - 
Net realized capital gains (losses)  119,075   149,932   467,999 
Realized gain of sale of subsidiary  94,704   -   - 
Other income (expense)  (263  (309)  (420)
Net income (loss) of subsidiaries  274,625   364,869   511,976 
Total revenues  532,882   547,266   1,003,006 
             
EXPENSES:            
Interest expense  35,434   37,970   45,452 
Corporate expense  5,251   5,070   6,065 
Total expenses  40,685   43,040   51,517 
             
INCOME (LOSS) BEFORE TAXES  492,197   504,226   951,489 
Income tax expense (benefit)  79,544   50,100   153,226 
             
NET INCOME (LOSS) $412,653  $454,126  $798,263 
             
Other comprehensive income (loss), net of tax :            
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period  (23,157)  (44,902)  (99,241)
Less: reclassification adjustment for realized losses (gains) included in net income (loss)  (817)  27,073   (2,465)
Total URA(D) on securities arising during the period  (23,974)  (17,829)  (101,706)
             
Foreign currency translation adjustments  (54,578)  (29,210)  (19,128)
             
Benefit plan actuarial net gain (loss) for the period  5,681   (39,110)  17,837 
Reclassification adjustment for amortization of net (gain) loss included in net income (loss)  6,216   3,020   5,778 
Total benefit plan net gain (loss) for the period  11,897   (36,090)  23,615 
Total other comprehensive income (loss), net of tax  (66,655)  (83,129)  (97,219)
             
COMPREHENSIVE INCOME (LOSS) $345,998  $370,997  $701,044 
             
See notes to consolidated financial statements.            

  Years Ended December 31, 
(Dollars in thousands) 2012  2011  2010 
REVENUES:         
Net investment income $21,526  $21,619  $15,436 
Net realized capital gains (losses)  254,680   (1,789)  25,070 
Other income (expense)  (371)  (191)  (227)
Net income (loss) of subsidiaries  377,963   (181,912)  245,753 
Total revenues  653,798   (162,273)  286,032 
             
EXPENSES:            
Interest expense  50,685   50,736   54,496 
Corporate expense  7,108   3,353   3,462 
Total expenses  57,793   54,089   57,958 
             
INCOME (LOSS) BEFORE TAXES  596,005   (216,362)  228,074 
Income tax expense (benefit)  75,676   (13,541)  (37,323)
             
NET INCOME (LOSS) $520,329  $(202,821) $265,397 
             
Other comprehensive income (loss), net of tax :            
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period  9,390   22,049   (51,265)
Less: reclassification adjustment for realized losses (gains) included in net income (loss)  633   20,240   23,029 
Total URA(D) on securities arising during the period  10,023   42,289   (28,236)
Foreign currency translation adjustments  7,030   (2,805)  27,039 
Pension adjustments  (6,976)  (29,452)  (1,815)
Total other comprehensive income (loss), net of tax  10,077   10,032   (3,012)
             
COMPREHENSIVE INCOME (LOSS) $530,406  $(192,789) $262,385 
             
See notes to consolidated financial statements.            





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

  Years Ended December 31, 
(Dollars in thousands) 2015  2014  2013 
       
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income (loss) $412,653  $454,126  $798,263 
Adjustments to reconcile net income to net cash provided by operating activities:            
Equity in (earnings) deficit of subsidiaries  (274,625)  (364,869)  (511,976)
Dividends received from subsidiaries  -   155,000   359,000 
Decrease (increase) in advances to affiliates  20,243   (66,019)  (26,298)
Decrease (increase) in income taxes  1,082   191,840   104,724 
Change in other assets and liabilities, net  (6,876)  (48,486)  46,916 
Amortization of bond premium (accrual of bond discount)  259   139   280 
Amortization of underwriting discount on senior notes  4   46   54 
Net realized capital losses (gains)  (119,075)  (149,932)  (467,999)
Net cash provided by (used in) operating activities  33,665   171,845   302,964 
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Additional investment in subsidiaries  (2,837  (1,342)  (1,102)
Proceeds from fixed maturities matured/called - available for sale, at market value  2,972   1,631   1,993 
Proceeds from fixed maturities sold - available for sale, at market value  -   300,049   - 
Proceeds from equity maturities sold - available for sale, at fair value  43,402   14,655   24,750 
Proceeds from other invested assets sold  -   -   9,897 
Proceeds from sale of subdisidiary (net of cash disposed)  3,934   -   - 
Cost of fixed maturities acquired - available for sale, at market value  (60,240)  (300,007)  - 
Cost of equity securities acquired - available for sale, at fair value  (76,559)  (13,575)  (29,537)
Net change in short-term investments  54,588   (67,209)  20,802 
Net cost of lending for long term note - affiliated  -   (250,000)  - 
Net change in unsettled securities transaction  1,101   -   - 
Net cash provided by (used in) investing activities  (33,639  (315,798)  26,803 
             
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  -   (250,000)  - 
Net cash provided by (used in) financing activities  -   150,000   (329,897)
             
Net increase (decrease) in cash  26   6,047   (130)
Cash, beginning of period  6,206   159   289 
Cash, end of period $6,232  $6,206  $159 
             
Non-cash financing transaction:            
Non-cash contribution from parent $12,497  $11,242  $10,828 
Non-cash contribution to subsidiaries  (12,497)  (11,242)  (10,828)
             
             
NON-CASH TRANSACTION:            
Exchange of common shares of parent company, held as other invested assets at fair value, $1,773,214  $-  $- 
for preferred shares of an affiliated company, held as other invested assets at fair value            
             
See notes to 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:            
Equity in (earnings) deficit of subsidiaries  (377,963)  181,912   (245,753)
Dividends received from subsidiaries  100,000   75,000   590,000 
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 
Change in other assets and liabilities, net  (13,486)  (27,391)  5,232 
Amortization of bond premium (accrual of bond discount)  303   80   571 
Amortization of underwriting discount on senior notes  52   49   76 
Net realized capital losses (gains)  (254,680)  1,789   (25,070)
Net cash provided by (used in) operating activities  25,484   65,064   563,338 
             
CASH FLOWS FROM INVESTING ACTIVITIES:            
Additional investment in subsidiaries  (11,102)  (19,051)  - 
Proceeds from fixed maturities matured/called - available for sale, at market value  1,749   394   7,581 
Proceeds from fixed maturities sold - available for sale, at market value  -   -   124,957 
Proceeds from equity maturities sold - available for sale, at fair value  13,659   32,323   20,842 
Cost of fixed maturities acquired - available for sale, at market value  -   (14,777)  (800)
Cost of equity securities acquired - available for sale, at fair value  (28,334)  -   (71,161)
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)
Net cash provided by (used in) investing activities  (25,522)  (16,106)  (413,228)
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
Net cost of senior notes maturing  -   -   (200,000)
Revolving credit borrowings  -   (50,000)  50,000 
Net cash provided by (used in) financing activities  - �� (50,000)  (150,000)
             
Net increase (decrease) in cash  (38)  (1,042)  110 
Cash, beginning of period  327   1,369   1,259 
Cash, end of period $289  $327  $1,369 
             
Non-cash financing transaction:
            
Non-cash contribution from parent $6,807  $5,650  $6,582 
Non-cash contribution to subsidiaries  (6,807)  (5,650)  (6,582)
             
See notes to consolidated financial statements.            




S-4

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT
IndexNOTES 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.

4)In December, 2015, Holdings transferred the 9,719,971 Common Shares of Group, which it held as other invested assets, at fair value, valued at $1,773,214 thousand, to Preferred Holdings, an affiliated entity and subsidiary of Group, in exchange for 1,773.214 preferred shares of Preferred Holdings with a $1,000 thousand par value and 1.75% annual dividend rate.  After the exchange, Holdings no longer holds any shares or has any ownership interest in Group.


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, 2015                  
Domestic $68,055  $6,033,374  $1,059,530  $1,562,544  $239,072  $924,742  $193,911  $180,516  $1,530,592 
International  24,596   1,907,346   290,269   581,216   34,181   394,819   121,158   34,303   562,691 
Total $92,651  $7,940,720  $1,349,799  $2,143,760  $273,253  $1,319,561  $315,069  $214,819  $2,093,283 
                                     
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 


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 






SCHEDULE IV – REINSURANCE


Column A Column B  Column C  Column D  Column E  Column F 
     Ceded to  Assumed       
  Gross  Other  from Other  Net  Assumed 
(Dollars in thousands) Amount  Companies  Companies  Amount  to Net 
                
December 31, 2012               
Total property and liability               
insurance premiums earned $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%



S-6

SCHEDULE IV – REINSURANCE


Column A Column B  Column C  Column D  Column E  Column F 
    Ceded to  Assumed     
  Gross  Other  from Other  Net  Assumed 
(Dollars in thousands) Amount  Companies  Companies  Amount  to Net 
           
December 31, 2015          
Total property and liability          
insurance premiums earned $1,439,795  $2,933,519  $3,637,484  $2,143,760   169.7%
                     
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%
 

S-7