Via Facsimile and U.S. Mail
Mail Stop 6010
September 6, 2005
Mr. William E. Hitselberger
Executive Vice President and Chief Financial Officer
PMA Capital Corporation
380 Sentry Parkway
Blue Bell, PA 19422-2357
Re: PMA Capital Corporation
Form 10-K for the fiscal year ended December 31, 2004
Forms 10-Q for the periods ended March 31, 2005 and June
30, 2005
File No. 000-22761
Dear Mr. Hitselberger:
We have limited our review of your filings to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we ask
you
to provide us with supplemental information so we may better
understand your disclosure.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results ..., page 18
Liquidity and Capital Resources, page 48
1. Please include in MD&A a more robust discussion of the expected
effect that cash used in operating activities will have on future
financial position, operations and liquidity. In the disclosure,
also include a discussion of your asset/liability management
process
including the change to the duration of your investment portfolio
described on page 36. Disclose whether there are any significant
variations between the premiums collected (or to be collected),
the
maturities of your investments and the expected payment of your
loss
reserves. Include a discussion of the impact of selling
securities
before anticipated or the use of credit facilities to pay for
policy
liabilities will have on your future financial position,
operations
and liquidity.
Critical Accounting Estimates
Unpaid losses and loss adjustment expense, page 55
2. We believe your disclosure in Management`s Discussion and
Analysis
regarding the reserve for loss and loss adjustment expenses could
be
improved to better explain the judgments and uncertainties
surrounding this estimate and the potential impact on your
financial
statements. We believe that disclosures explaining the likelihood
that materially different amounts would be reported under
different
conditions or using different assumptions is consistent with the
objective of Management`s Discussion and Analysis. Accordingly,
please revise MD&A to include the following information for each
of
your lines of business within each of your segments.
* Please disclose the reserves accrued as of the latest balance
sheet
date presented. The total of theses amounts should agree to the
amount presented on the balance sheet.
* Please disclose the range of loss reserve estimates as
determined
by your actuaries. Discuss the key assumptions used to arrive at
management`s best estimate of loss reserves within that range and
what specific factors led management to believe this amount rather
than any other amount within the range represented the best
estimate
of incurred losses.
* Because IBNR reserve estimates are more imprecise, please
disclose
the amount of IBNR separately from case reserves for all lines of
business.
* For each line of your longer tail business with claims for
asbestos-related illnesses, environmental remediation, product
liability and other highly uncertain exposures, please provide
more
precise insight into the existence and effects on future
operations
and financial condition of known trends, events and uncertainties.
Disclosure you should consider, but not be limited to, includes
the
following information:
* the number of claims pending at each balance sheet date;
* the number of claims reported for each period presented;
* the number of claims dismissed, settled, or otherwise resolved
for
each period;
* the nature of the claims including relevant characteristics of
the
claimant population (e.g., involves a large number of relatively
small individual claims of a similar type);
* the total settlement amount for each period;
* the cost of administering the claims;
* emerging trends that may result in future reserve adjustments;
and
* if management is unable to estimate the possible loss or range
of
loss, a statement to that effect.
3. Since you have significantly revised your estimate of loss
reserves recorded in each year presented, please expand your
disclosures in Management`s Discussion and Analysis explaining the
reasons for your change in estimate. For each line of business
within each of your segments, include the following disclosures:
* Identify the years to which the change in estimate relates and
disclose the amount of the related loss reserve as of the
beginning
of the year that was re-estimated. Discuss and quantify
offsetting
changes in estimates that increase and decrease the loss reserve.
* Identify the changes in the key assumptions you made to estimate
the reserve since the last reporting date.
* Identify the nature and timing of the change in estimate,
explicitly identifying and describing in reasonable specificity
the
new events that occurred or additional information acquired since
the
last reporting date that led to the change in estimate.
* Ensure your disclosure clearly explains why recognition occurred
in
the periods that it did and why recognition was not required in
earlier periods.
* Disclose trends such as, the number of claims incurred, average
settlement amounts, number of claims outstanding at period ends
along
with average per claim outstanding, and any other trends,
necessary
to understand the change in estimate. Please explain the rationale
for a change in estimate that does not correlate with trends.
4. Regarding the downgrading of your financial strength ratings in
2003, disclose the chronology of events that lead to the
downgrading
by the rating agencies. Disclose the nature of any known
uncertainties regarding the downgrading and when you first became
aware of these uncertainties. Quantify the amount of the changes
in
estimates that were reasonably likely to your loss reserves as of
December 31, 2002 and each quarter through September 30, 2003 and
the
extent that the reasonably likely changes in estimates would have
triggered a downgrading at those dates. Provide disclosure as to
whether similar downgrades are reasonably likely assuming
reasonably
likely changes in your estimates in your loss reserves and the
expected effects on your future financial position, operations and
cash flows.
5. We note that you set your claim reserves for assumed
reinsurance
operations based upon information received from the cedant and
that
you disclose that you disclose on page 56 that this poses a
potential
for a higher degree of uncertainty in establishing the estimate of
assumed loss reserves as compared to direct loss reserves. Please
expand this disclosure to explain the risks associated with making
this estimate and the effects and expected effects this
uncertainty
has on management`s judgments and assumptions in establishing the
assumed loss reserve. Also please consider the following items
which could help describe the uncertainty:
a. The nature and extent of the information received from the
cedants
related to policies, claims, unearned premiums and loss reserves;
b. The time lag from when claims are reported to the cedant to
when
the cedant reports them to the company and whether, how, and to
what
extent this time lag effects the loss reserve estimate;
c. How management uses the information received from the cedants
in
its determination of its assumed loss reserves, whether
reinsurance
intermediaries are used to transact and service reinsurance
policies,
and how that impacts the loss reserving methodology;
d. The amount of any backlog related to the processing of assumed
reinsurance information, whether the backlog has been reserved for
in
the financial statements and, if applicable, when the backlog will
be
resolved;
e. What process management performs to determine the accuracy and
completeness of the information received from the cedants;
f. How management resolves disputes with cedants, how often
disputes
occur, and the magnitude of any current, material disputes; and
g. Whether management uses historical loss information to validate
its existing reserves and/or as a means of noticing unusual trends
in
the information received from the cedants.
Reinsurance Receivables, page 57
6. Disclose the nature and amount of known disputes or collection
issues as of December 31, 2004 and why you have not fully reserved
for these amounts.
Consolidated Financial Statements
Note 4. Unpaid Losses and Loss Adjustment Expenses, page 73
7. It is not clear to us in view of the summary of the effects on
your balance sheet why the 2004 commutations and novations did not
have a material effect on your income statement. Please tell us
more
about the 2004 commutations and novations to help us understand
the
effects they had on your balance sheet, income statement and
statement of cash flows by providing us, for each commutation and
novation, a summary of the terms including cash paid/received,
the
business purpose and the effects on your financial statements.
Note 5. Reinsurance, page 77
8. It would appear that 2004 transaction described under first
table
would require you to have recorded loss according to paragraph 23
of
FAS 113 since the amount paid exceeded the liabilities ceded.
Please
tell us how your accounting treatment complies with FAS 113. In
your
response clarify whether the additional premiums are included in
the
$146.5 million in cash paid.
* * * *
As appropriate, please amend your Form 10-K for the year
ended
December 31, 2004 and Forms 10-Q for the quarters ended March 31
and
June 30, 2005 and respond to these comments within 10 business
days
or tell us when you will respond. You may wish to provide us with
marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. You should file the
letter on EDGAR under the form type label CORRESP. Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in your letter, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.
You may contact Ibolya Ignat, Staff Accountant, at (202)
551-
3656 if you have questions regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact me, at (202) 551-3679 with any other questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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William E. Hitselberger
PMA Capital Corporation
September 6, 2005
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