================================================================================ 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, 1997 Commission file number 1-13816 EVEREST REINSURANCE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 22-3263609 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 477 Martinsville Road Post Office Box 830 Liberty Corner, New Jersey 07938-0830 (908) 604-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) -------------- Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered ------------------- --------------------- Common Stock, $.01 par value per share New York Stock Exchange -------------- Securities registered pursuant to Section 12(g) of the Act: None -------------- Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate by check mark 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 registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value on March 3, 1998 of the voting stock held by non-affiliates of the registrant was $1,841 million. At March 3, 1998, the number of shares outstanding of the registrant's common stock was 50,482,326. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Items 10, 11, 12, and 13 of Form 10-K is incorporated by reference into Part III hereof from the registrant's proxy statement for the 1998 Annual Meeting, which will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant's fiscal year ended December 31, 1997. ================================================================================ TABLE OF CONTENTS Item Page - ---- ---- PART I 1. Business .................................................... 1 2. Properties .................................................. 21 3. Legal Proceedings ........................................... 21 4. Submission of Matters to a Vote of Security Holders .................................................... 21 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters ........................................ 21 6. Selected Financial Data ..................................... 22 7. Management's Discussion and Analysis of Financial Condition and Results of Operation ......................... 24 7A. Quantitative and Qualitative Disclosures About Market Risk ................................................ 32 8. Financial Statements and Supplementary Data ................. 32 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........................ 33 PART III 10. Directors and Executive Officers of the Registrant .......... 33 11. Executive Compensation ...................................... 33 12. Security Ownership of Certain Beneficial Owners and Management ............................................. 33 13. Certain Relationships and Related Transactions .............. 33 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........................................ 33 PART I UNLESS OTHERWISE INDICATED, (I) ALL FINANCIAL DATA IN THIS DOCUMENT HAVE BEEN PREPARED USING GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP"), AND (II) ALL STATUTORY FINANCIAL DATA REFERRED TO IN THIS DOCUMENT REFER TO STATUTORY FINANCIAL DATA OF EVEREST RE. AS USED IN THIS DOCUMENT, "EVEREST RE" MEANS EVEREST REINSURANCE COMPANY (FORMERLY PRUDENTIAL REINSURANCE COMPANY) AND ITS SUBSIDIARIES (UNLESS THE CONTEXT OTHERWISE REQUIRES); "HOLDINGS" MEANS EVEREST REINSURANCE HOLDINGS, INC. (FORMERLY PRUDENTIAL REINSURANCE HOLDINGS, INC.); AND THE "COMPANY" MEANS HOLDINGS AND ITS SUBSIDIARIES. ITEM 1. BUSINESS THE COMPANY Everest Reinsurance Holdings, Inc., a Delaware corporation, was established in 1993 to serve as the parent holding company of Everest Reinsurance Company (formed in 1973), a property and casualty reinsurance operation. Until October 6, 1995, the Company was an indirect wholly-owned subsidiary of The Prudential Insurance Company of America ("The Prudential"). On October 6, 1995, The Prudential sold its entire interest in Holdings' shares of common stock in an initial public offering (the "IPO"). Holdings, through its wholly-owned subsidiary, Everest Re, underwrites property and casualty reinsurance on a treaty and facultative basis for insurance and reinsurance companies in the United States and selected international markets. Everest Re writes reinsurance both through brokers and directly with ceding insurance companies, giving it the flexibility to pursue business regardless of the ceding company's preferred reinsurance purchasing method. The Company had gross premiums written in 1997 of $1,075.0 million and stockholders' equity at December 31, 1997 of $1,307.5 million and Everest Re had statutory surplus at December 31, 1997 of $908.8 million. Based on industry data at December 31, 1997 published by the Reinsurance Association of America ("RAA"), Everest Re is the sixth largest reinsurance company in the United States, ranked by statutory surplus, and is rated "A+" ("Superior") by A.M. Best, an independent insurance industry rating organization which rates insurance companies on factors of concern to policyholders. Everest Re has four subsidiaries: Everest Re Ltd. ("Everest Ltd.", formerly Everest Reinsurance Ltd. and Le Rocher Reinsurance Ltd.), Everest National Insurance Company ("Everest National", formerly Prudential National Insurance Company), Everest Insurance Company of Canada ("Everest Canada") and Everest Indemnity Insurance Company ("Everest Indemnity"). Everest Ltd., a United Kingdom company, was authorized to engage in the reinsurance business in the United Kingdom and, prior to January 1, 1997, it reinsured risks worldwide. In 1996, Everest Re obtained authorization to engage in the reinsurance business in the United Kingdom, and the operations of Everest Ltd. were converted to branch operations of Everest Re, effective January 1, 1997. Everest National, an Arizona insurance company, is licensed in 39 states and the District of Columbia and writes primary insurance on an admitted basis. On December 31, 1996, Everest Re acquired Everest Canada (formerly OTIP/RAEO Insurance Company Inc.) from a subsidiary of The Prudential. All liabilities incurred before the acquisition date, including insurance obligations under expired and in-force business, were assumed by Prudential of America General Insurance Company (Canada), a subsidiary of The Prudential which was subsequently sold to Liberty Mutual Insurance Company, whereupon it was renamed Liberty Insurance Company of Canada. Everest Canada is federally licensed to write primary insurance under the Insurance Companies Act of Canada and licensed in all Canadian provinces and territories. In 1997, Everest Re formed Everest Indemnity, a Delaware insurance company, to engage in the excess and surplus lines primary insurance business in the United States. Everest Indemnity is licensed in Delaware and is in the process of obtaining eligibility to write business in all states on a non-admitted basis. In 1997, Holdings formed Mt. McKinley Managers, L.L.C. ("Mt. McKinley"), a New Jersey limited liability corporation, which is licensed as an insurance producer, including surplus lines authority, in New Jersey. REINSURANCE INDUSTRY OVERVIEW Reinsurance is an arrangement in which an insurance company, the reinsurer, agrees to indemnify another insurance 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 net liability on individual risks, catastrophe protection from large or multiple losses and assistance in maintaining acceptable financial ratios. Reinsurance also provides a ceding company with additional underwriting capacity by permitting it to accept larger risks and write more business than would be possible without a concomitant increase in capital and surplus. Reinsurance, however, does not discharge the ceding company from its liability to policyholders. There are two basic types of reinsurance arrangements: treaty and facultative reinsurance. In treaty reinsurance, the ceding company is obligated to cede and the reinsurer is obligated to assume a specified portion of a type or category of risks insured by the ceding company. Treaty reinsurers, including Everest Re, do not separately evaluate each of the individual risks assumed under their treaties and, consequently, after a review of the ceding company's underwriting practices, are largely dependent on the original risk underwriting decisions made by the ceding company. Such dependence subjects reinsurers in general, including Everest Re, to the possibility that the ceding companies have not adequately evaluated the risks to be reinsured and, therefore, that the premiums ceded in connection therewith may not adequately compensate the reinsurer for the risk assumed. The reinsurer's evaluation of the ceding company's risk management and underwriting practices, therefore, will usually impact the pricing of the treaty. 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 normally is purchased by ceding companies for individual risks not covered by their reinsurance treaties, for amounts in excess of the dollar limits of their reinsurance treaties and for unusual risks. Underwriting expenses and, in particular, personnel costs, are higher on facultative business because each risk is individually underwritten and administered. The ability to separately evaluate each risk reinsured, however, increases the probability that the reinsurer can price the contract to more accurately reflect the risks involved. Both treaty and facultative reinsurance can be written on either a pro rata basis or an excess of loss basis. With respect to pro rata reinsurance, the ceding company and the reinsurer share the premiums as well as the losses and expenses in an agreed proportion. In the case of reinsurance written on an excess of loss basis, 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. Premiums payable 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. In contrast, premiums that the ceding company pays to the reinsurer for pro rata reinsurance are proportional to the premiums that the ceding company receives, consistent with the proportional sharing of risk. In addition, in pro rata reinsurance the reinsurer generally pays the ceding company a ceding commission. The ceding commission generally is based on the ceding company's cost of acquiring the business being reinsured (commissions, premium taxes, assessments and miscellaneous administrative expense) and also may include a profit factor for producing the business. Reinsurers typically 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 primary insurers to purchase reinsurance: to reduce net liability on individual risks, protect against catastrophic losses, stabilize financial ratios and obtain additional underwriting capacity. Reinsurance can be written through professional reinsurance brokers or directly for ceding companies. From a ceding company's perspective, both the broker market and the direct market have advantages and disadvantages. A ceding company's decision to select one market over the other will be influenced by its perception of such advantages and disadvantages relative to the reinsurance coverage being placed. BUSINESS STRATEGY The Company's business strategies include effective management of the underwriting cycle, management of catastrophe exposures and retrocessional cost and expense control. The underwriting strategies seek to capitalize on the Company's staff resources and its flexibility to offer multiple products through multiple production sources in a cost efficient manner. The Company's products include the full range of property and casualty coverages, including marine, aviation, surety, errors & omissions liability ("E&O"), directors' & officers' liability ("D&O"), medical malpractice, other specialty lines, accident and health, workers compensation, non-standard auto and loss portfolios. The Company's distribution sources include both the direct and broker reinsurance markets, international and domestic markets, reinsurance, both treaty and facultative, and insurance, both admitted and non-admitted. The Company's underwriting strategy emphasizes underwriting profitability rather than premium volume, writing specialized risks and integration of underwriting expertise across all underwriting units. Key elements of this strategy are prudent risk selection, appropriate pricing through strict underwriting discipline and adjusting the Company's business mix to respond to changing market conditions. Management intends to focus 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 the Company's profitability objectives. 2 The Company's underwriting strategy also emphasizes flexibility and responsiveness to changing market conditions, such as increased demand or favorable pricing trends. Management believes that Everest Re's existing strengths, including its broad underwriting expertise, international presence and substantial capital, will facilitate adjustments to its mix of business geographically, by line of business and by type of coverage, allowing it to capitalize on those market opportunities that provide the greatest potential for underwriting profitability. The Company's primary insurance infrastructure will facilitate this strategy by allowing the Company to develop business that requires the Company to issue primary insurance policies. The Company will also continue to carefully monitor its mix of business to avoid inappropriate concentrations of geographic or other risk. The Company's underwriting guidelines seek to limit the accumulation of known risks in exposed areas, to require that business which is exposed to catastrophe losses be written with greater geographic spread and to maintain a cost-effective retrocession program. The Company's underwriting guidelines also seek to better reflect the relationship between premiums and risk assumed while maintaining the Company's probable maximum loss at appropriate levels. Efforts to control expenses and to operate in a more cost-efficient manner continue to be a focus of the Company. These efforts have resulted in a 45.7% reduction in employees to 377 at December 31, 1997 from 694 at June 30, 1994, the restructuring of the Company's facultative operations in 1995 and changes in certain vendor relationships. These changes were implemented to improve efficiency and eliminate redundant positions. Additionally, the Company is in the process of implementing a plan to improve the cost effectiveness of its information systems. MARKETING The Company writes its business on a worldwide basis for many different customers and for many lines of property and casualty business. Its products provide a broad array of coverages. The Company is not materially dependent on any single customer, small group of customers, line of business or geographical area. For the 1997 underwriting year, no single customer generated more than 3.6% of the Company's gross premiums written. The Company does not believe that the reduction of business assumed from any one customer will have a materially adverse effect on its future financial condition or results of operations due to the Company's competitive position in the market place and the continuing availability of other sources of business. Approximately 64.8% and 35.2% of Everest Re's 1997 gross premiums written were written in the broker and direct market, respectively. Everest Re's ability to write reinsurance both through brokers and directly with ceding companies gives it the flexibility to pursue business regardless of the ceding company's preferred reinsurance purchasing method. The reinsurance broker market consists of several substantial national and international brokers and a number of smaller specialized brokers. Brokers do not have the authority to bind Everest Re with respect to reinsurance agreements, nor does Everest Re commit in advance to accept any portion of the business that brokers submit to it. Reinsurance business from any ceding company, whether new or renewal, is subject to acceptance by Everest Re. Brokerage fees generally are paid by reinsurers. The Company's largest ten brokers accounted for an aggregate of approximately 51.3% of gross premiums written in 1997 with the two largest brokers accounting for approximately 19.3% and 8.3%, respectively, of gross premiums written. The Company does not believe that the reduction of business assumed from any one broker will have a materially adverse effect on the Company due to its competitive position in the market place, relationships with ceding companies and the continuing availability of other sources of business. The direct market remains an important distribution system for reinsurance business written by Everest Re and primary insurance written through Everest National and Everest Indemnity in the United States and Everest Canada in Canada. Direct placement of reinsurance enables Everest Re to access clients who prefer to place their reinsurance directly with their reinsurers based upon the reinsurer's in-depth understanding of the ceding company's needs. The Company's primary insurance business is written principally through general agency relationships. The Company evaluates each business relationship, including the underwriting expertise and experience of each distribution channel selected, performs an analysis to evaluate financial security and monitors performance. UNDERWRITING UNITS The following table presents the distribution of Everest Re's gross premiums written by its U.S. broker treaty, U.S. direct treaty reinsurance and insurance, marine, aviation and surety, U.S. facultative and international operations for the years ended December 31, 1997, 1996, 1995, 1994 and 1993, classified according to whether such premium is derived from property or casualty business and whether it represents pro rata or excess of loss business: 3 GROSS PREMIUMS WRITTEN BY UNDERWRITING UNIT Years Ended December 31, ----------------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 ----------------------------------------------------------------------------------------- (Dollars in millions) $ % $ % $ % $ % $ % ----------------------------------------------------------------------------------------- U.S. Broker Treaty Property Pro Rata(1) $ 62.8 5.8% $ 45.4 4.4% $ 51.7 5.4% $ 59.7 6.3% $ 80.3 8.7% Excess 53.3 5.0 60.4 5.8 59.0 6.2 53.9 5.7 88.8 9.7 Casualty Pro Rata(1) 84.6 7.9 63.4 6.1 18.5 1.9 29.6 3.1 28.2 3.1 Excess 124.3 11.6 137.5 13.2 122.6 12.9 113.5 11.9 103.7 11.3 ----------------------------------------------------------------------------------------- Total(2) 325.0 30.2 306.8 29.4 251.8 26.5 256.6 26.9 301.0 32.8 ----------------------------------------------------------------------------------------- U.S. Direct Treaty Reinsurance and Insurance Property Pro Rata(1) 11.7 1.1 12.6 1.2 3.3 0.3 5.4 0.6 17.3 1.9 Excess 4.4 0.4 8.9 0.9 9.1 1.0 12.5 1.3 10.9 1.2 Casualty Pro Rata(1) 128.0 11.9 114.5 11.0 99.8 10.5 83.2 8.7 56.2 6.1 Excess 14.3 1.3 12.5 1.2 10.0 1.1 38.6 4.0 46.3 5.0 ----------------------------------------------------------------------------------------- Total(2) 158.4 14.7 148.6 14.2 122.2 12.9 139.7 14.7 130.7 14.2 ----------------------------------------------------------------------------------------- Marine, Aviation and Surety Property Pro Rata(1) 92.9 8.6 94.6 9.1 89.2 9.4 74.1 7.8 67.3 7.3 Excess 16.9 1.6 17.8 1.7 18.7 2.0 16.8 1.8 16.3 1.8 Casualty Pro Rata(1) 45.4 4.2 43.1 4.1 53.0 5.6 66.0 6.9 48.6 5.3 Excess 6.4 0.6 5.6 0.5 6.0 0.6 4.8 0.5 10.5 1.1 ----------------------------------------------------------------------------------------- Total(2) 161.6 15.0 161.1 15.4 166.9 17.6 161.7 17.0 142.7 15.5 ----------------------------------------------------------------------------------------- U.S. Facultative Property Pro Rata(1) - - - - - - - - - - Excess 29.0 2.7 26.9 2.6 22.3 2.3 27.4 2.9 20.9 2.3 Casualty Pro Rata(1) - - - - - - - - - - Excess 53.4 5.0 61.8 5.9 46.6 4.9 39.3 4.1 35.0 3.8 ----------------------------------------------------------------------------------------- Total(2) 82.4 7.7 88.7 8.5 68.8 7.2 66.7 7.0 55.9 6.1 ----------------------------------------------------------------------------------------- Total U.S. Property Pro Rata(1) 167.4 15.6 152.6 14.6 144.2 15.2 139.2 14.6 164.9 18.0 Excess 103.6 9.6 114.0 10.9 109.1 11.5 110.6 11.6 136.9 14.9 Casualty Pro Rata(1) 258.0 24.0 221.1 21.2 171.3 18.0 178.8 18.8 133.0 14.5 Excess 198.4 18.5 217.6 20.8 185.2 19.5 196.1 20.6 195.5 21.3 ----------------------------------------------------------------------------------------- Total(2) 727.4 67.7 705.2 67.5 609.7 64.2 624.7 65.5 630.3 68.7 ----------------------------------------------------------------------------------------- International Property Pro Rata(1) 144.2 13.4 124.2 11.9 136.2 14.3 147.0 15.4 122.1 13.3 Excess 62.9 5.9 79.8 7.6 84.9 8.9 89.2 9.4 81.5 8.9 Casualty Pro Rata(1) 99.2 9.2 90.5 8.7 66.4 7.0 49.6 5.2 44.4 4.8 Excess 41.3 3.8 44.4 4.3 52.3 5.5 42.7 4.5 39.8 4.3 ----------------------------------------------------------------------------------------- Total(2) 347.6 32.4 338.8 32.5 339.8 35.8 328.5 34.5 287.8 31.3 ----------------------------------------------------------------------------------------- Total Company Property Pro Rata(1) 311.6 29.0 276.7 26.5 280.4 29.5 286.2 30.0 287.0 31.3 Excess 166.5 15.5 193.8 18.6 194.0 20.4 199.8 21.0 218.4 23.8 Casualty Pro Rata(1) 357.2 33.2 311.6 29.8 237.6 25.0 228.4 24.0 177.4 19.3 Excess 239.7 22.3 261.9 25.1 237.5 25.0 238.8 25.1 235.3 25.6 ----------------------------------------------------------------------------------------- Total(2) $ 1,075.0 100.0% $ 1,044.0 100.0% $ 949.5 100.0% $ 953.2 100.0% $ 918.1 100.0% ========================================================================================= - ------------ (1) For purposes of the presentation above, pro rata reinsurance means reinsurance attaching to the first dollar of loss incurred by the ceding company. (2) Certain totals and subtotals may not reconcile due to rounding. 4 U.S. BROKER TREATY OPERATIONS. Everest Re's U.S. broker treaty operations write property, accident and health and casualty reinsurance through reinsurance brokers. The Company targets certain brokers and, through the broker market, specialty companies and small to medium sized standard lines companies. The U.S. broker treaty operations also write portions of reinsurance programs for larger, national insurance companies. In 1997, $116.1 million of gross premiums written were attributable to domestic property business (which in 1997 included accident and health business), of which 45.9% was written on an excess of loss basis and 54.1% was written on a pro rata basis. This unit utilizes sophisticated underwriting methods which management believes are necessary to analyze and price property business, particularly that segment of the property market which has catastrophe exposure. Domestic casualty business accounted for $208.9 million of gross premiums written in 1997, of which 59.5% was written on an excess of loss basis and 40.5% was written on a pro rata basis. The treaty casualty portfolio consists principally of professional liability, directors' & officers' liability, workers' compensation, excess and surplus lines, and other liability coverages. As a result of the complex technical nature of most of these risks, the Company's casualty underwriters tend to specialize by line of business and work closely with the Company's pricing actuaries. DIRECT TREATY REINSURANCE AND INSURANCE OPERATIONS. The Company's direct treaty reinsurance operation writes a full line of property and casualty business. In 1997, direct treaty business accounted for $83.5 million of gross premiums written, of which 22.4% was written on an excess of loss basis and 77.6% was written on a pro rata basis. The U.S. direct treaty underwriters target companies which place their business predominantly in the direct market, including small to medium sized regional ceding companies, and seek to develop long-term relationships with such companies. A broad array of coverages are offered. In 1997, the Company's domestic insurance operation consisted of $74.9 million of gross premiums written primarily through Everest National, which is licensed in 39 states and the District of Columbia to write primary insurance. Everest National targets commercial property and casualty business written through agency relationships with program administrators. With respect to primary insurance written through such agents, the Company supplements the initial underwriting process with periodic claims and underwriting reviews. MARINE, AVIATION AND SURETY OPERATIONS. The Company's marine and aviation unit focuses on ceding companies with a particular expertise in marine and aviation business. The marine and aviation business is written primarily through brokers and contains a significant international component written primarily in the London market. Surety business underwritten by the Company consists mainly of reinsurance of contract surety bonds. Gross premiums written by the marine and aviation unit in 1997 totaled $106.5 million, substantially all of which was written on a treaty basis and 69.1% of which was sourced through reinsurance brokers. Marine treaties represented 51.4% of marine and aviation gross premiums written in 1997 and consisted of hull and liability coverage. Approximately 85.6% of the marine unit premiums in 1997 were written on a pro rata basis and 14.4% as excess of loss. Aviation premiums accounted for 48.6% of marine and aviation gross premiums written in 1997 and included reinsurance for airlines, general aviation and satellites. Approximately 87.7% of the aviation unit's premiums in 1997 were written on a pro rata basis and 12.3% as excess of loss. In 1997, gross premiums written by the surety unit totaled $55.1 million. Approximately 83.6% of the surety unit premiums in 1997 were written on a pro rata basis and 16.4% on an excess of loss basis. Most of the portfolio is reinsurance of contract surety bonds written directly with ceding companies, with the remainder being credit reinsurance, mostly in international markets. The unit's strategy is to maintain long-term relationships with major surety and fidelity writers and to continue to expand its international business. FACULTATIVE OPERATIONS. The Company's U.S. facultative unit conducts business both through brokers and directly with ceding companies. The U.S. facultative operations consist of three underwriting units representing property, casualty and specialty lines of business. Business is written from a facultative headquarters office in New York and satellite offices in Chicago and San Francisco. In 1997, $26.5 million, $29.0 million, and $26.9 million of gross premiums written were attributable to property, general casualty and specialty lines of business, respectively. INTERNATIONAL. Everest Re's international operations are designed to enable it to capitalize on the growth opportunities in the international reinsurance market. The Company targets several international markets, including: Europe and the London market, which are serviced by branch operations in London and Brussels and a representative office in Moscow; Canada, with branch operations in Toronto; Asia and Australia, with branch operations in Hong Kong and Singapore; and Latin America, Africa and the Middle East, which business is serviced from Everest Re's New Jersey 5 headquarters and Miami office. The Company also writes "home-foreign" business, which provides reinsurance on the international portfolios of U.S. insurers, from its headquarters in New Jersey. Approximately 59.6% of the gross premiums written by the Company's international underwriters in 1997 represented property business, while the balance represented casualty business. As with its U.S. operations, Everest Re's international operations focus on financially sound companies that have strong management and underwriting discipline and expertise. Approximately 81.1% of the Company's international business was written through brokers, with the remainder written directly with ceding companies. In 1997, Everest Re's gross premiums written by its London and Brussels operations totaled $159.1 million and consisted of pro rata property (29.5%), excess property (21.2%), pro rata casualty (38.0%) and excess casualty (11.3%). Substantially all of the London and Brussels premiums consisted of treaty reinsurance. The Brussels office focuses on the continental European reinsurance markets, while the London office covers international business written through the London market. Gross premiums written in 1997 from the Brussels and London offices totaled $83.2 million and $75.9 million, respectively. Gross premiums written by Everest Re's Canadian operation totaled $57.7 million in 1997 and consisted of pro rata property (5.2%), excess property (11.0%), pro rata multi-line (46.6%), excess casualty (33.7%) and primary insurance written by Everest Canada (3.5%). Approximately 69.4% of the Canadian premiums consisted of treaty reinsurance while 27.1% was facultative reinsurance and 3.5% was primary insurance. Everest Re's Hong Kong and Singapore offices cover the Asian and Australian markets and accounted for $45.2 million of gross written premiums in 1997. This business consisted of pro rata treaty property (87.9%), excess treaty property (11.1%) and excess facultative casualty (1.0%). No premiums were written in 1997 from the Singapore office, which opened in the fourth quarter of the year. International business written out of Everest Re's New Jersey and Miami offices accounted for $85.6 million of Everest Re's 1997 gross premiums written and consisted of pro rata treaty property (61.7%), pro rata treaty casualty (13.5%), excess treaty property (13.7%), excess treaty casualty (1.8%), excess facultative property (6.6%) and excess facultative casualty (2.7%). Of the treaty business 54.5% was sourced from Latin America, 19.8% was sourced from the Middle East, 6.7% was sourced from Europe, 5.4% was sourced from Africa, 1.3% was sourced from Asia and 12.3% was "home-foreign" business. UNDERWRITING PROCESS Everest Re offers ceding companies full service capability, including actuarial, claims, accounting and systems support, either directly or through the broker community. Everest Re's capacity for both casualty and property risks allows it to underwrite entire contracts or major portions thereof that might otherwise need to be syndicated among several reinsurers. Everest Re's strategy is to act as "lead" reinsurer in the reinsurance treaties it underwrites. The lead reinsurer on a treaty generally accepts one of the largest percentage shares of the treaty and is in a stronger position to negotiate price, terms and conditions than is a reinsurer which takes a smaller position. Management believes this strategy enables it to influence more effectively the terms and conditions of the treaties on which it participates. When Everest Re does not lead the treaty, it may still suggest changes to any aspect of the treaty. Everest Re may decline to participate in a treaty based upon its assessment of all relevant factors. Everest Re's treaty underwriting process emphasizes a team approach among Everest Re's underwriters, actuaries and claims staff. Treaties are reviewed for compliance with Everest Re's general underwriting standards and certain larger treaties are evaluated in part based upon actuarial analyses conducted by Everest Re. The actuarial models used in such analyses are tailored in each case to the exposures and experience underlying the specific treaty and the loss experience for the risks covered by such treaties. Everest Re does not separately evaluate each of the individual risks assumed under its treaties. Everest Re does, however, generally evaluate the underwriting guidelines of its ceding companies to determine their adequacy prior to entering into a treaty. Everest Re, when appropriate, also conducts underwriting audits at the offices of ceding companies to ensure that the ceding companies operate within such guidelines. Underwriting audits focus on the quality of the underwriting staff, the selection and pricing of risks and the capability of monitoring price levels over time. Claim audits, when appropriate, are performed in order to evaluate the client's claims handling abilities and practices. Everest Re's domestic facultative underwriters operate within guidelines specifying acceptable types of risks, limits and maximum risk exposures. Specified classes of risks and large premium risks are referred to the Company's New York facultative headquarters for specific review before premium quotations are given to clients. In addition, Everest Re's guidelines 6 require certain types of risks to be submitted for review because of their aggregate limits, complexity or volatility regardless of premium amount or size of the insured on the underlying contract. Everest National and Everest Canada write property, casualty and professional liability coverages for homogeneous risks through select program managers. These commercial programs are evaluated based upon actuarial analysis and the program manager's capabilities. The Company's rates, forms and underwriting guidelines are tailored to specific risk types. RISK MANAGEMENT AND RETROCESSION ARRANGEMENTS Everest Re manages its risk of loss through a combination of aggregate exposure limits, underwriting guidelines that take into account risks, prices and coverage, and retrocessional arrangements. Everest Re is exposed to multiple insured losses arising out of a single occurrence, whether a natural event such as a hurricane or an earthquake, or other catastrophe, such as a riot or an explosion at a major factory. Any such catastrophic event could generate insured losses in one or many of Everest Re's treaties or lines of business. Everest Re employs various techniques, including licensed software modeling, to assess its accumulated exposure to property catastrophe losses and summarizes that exposure in terms of the probable maximum loss ("PML"). The Company defines PML as its anticipated maximum loss, taking into account contract limits, caused by a single catastrophe affecting a broad contiguous geographic area, such as that caused by a hurricane or earthquake of such a magnitude that it is expected to occur once in every 100 years. Management estimates that the Company's greatest catastrophe exposure worldwide from any single event is to hurricanes and earthquakes in the coastal regions of the United States, where Everest Re estimates it has a PML exposure, before reinsurance, of approximately $200 million in each such region based on its current book of business. Similarly, management estimates that the largest current PML exposure, before reinsurance, outside the United States is approximately $116 million. There can be no assurance that Everest Re will not experience losses from one or more catastrophic events that exceed, perhaps by a substantial amount, its estimated PML. Underwriting guidelines have been established for each business unit. These guidelines place dollar limits on the amount of business that can be written based on a variety of factors, including ceding company, line of business, geographical location and risk hazards. In each case, those guidelines permit limited exceptions, which must be authorized by the Company's senior management. Everest Re does not typically retrocede individual risks, but does, from time to time, purchase retrocessional protections where the underwriter deems it to be prudent to reinsure a portion of the specific risk being assumed. In addition, Everest Re has purchased a three layer property facultative retrocession program which provides $18 million of coverage in excess of $2 million of retained losses per facultative certificate and purchases three retrocessional workers' compensation excess of loss treaties which collectively provide $115 million of coverage in excess of $5 million of retained losses on accidental death and dismemberment claims resulting from a catastrophe loss. The Company also purchases a worker's compensation reinsurance program which provides for statutory limits coverage in excess of $250,000 per occurrence on the Company's primary worker's compensation insurance business. The Company also purchases catastrophe retrocessions covering the potential accumulation of all property exposures that may be involved in the same catastrophe, such as an earthquake or hurricane. Effective January 1, 1997, the Company's worldwide catastrophe retrocession program was amended to provide coverage in each of the three years, 1997 through 1999, subject to the retrocessionaire's right to cancel on November 1, 1998. The attachment point, net of inuring retrocessions, of the worldwide catastrophe retrocession program is $25 million per catastrophe. In 1997, the Company could have retroceded 75.0% of the next $75.0 million of losses in excess of the attachment point incurred on a per catastrophe and aggregate basis. In 1998, the Company can retrocede 75.0% of the next $112.5 million of losses in excess of the attachment point incurred on a per catastrophe and aggregate basis. Fifty percent of the unused portion of the 1998 year's coverage increases the limit of coverage for 1999 (up to 75.0% of $168.75 million). The maximum recoverable under the worldwide catastrophe retrocession program over the three-year period is $126.56 million. For the period from May 1, 1997 through May 1, 1998, the Company's catastrophe retrocession program also provides coverage of 76.0% of $20.0 million per occurrence in excess of $10.0 million in losses incurred by the Company outside of the United States. And, for the period from May 23, 1997 through May 23, 1998, the Company's catastrophe retrocession program provides coverage of 75.0% of $25.0 million per occurrence in excess of $30.0 million in losses incurred by the Company in the Caribbean, Israel, Canada and Colombia. In each of 1997 and 1998, Everest Re purchased an accident year aggregate excess of loss retrocession agreement which provides up to $100.0 million of limit if Everest Re's statutory loss ratio exceeds 79.0% for the respective accident years. 7 Although the catastrophe and aggregate excess of loss retrocessions have terms which provide for additional premiums to be paid to the retrocessionaire in the event that losses are ceded, all aspects of the Company's retrocessional program have been structured to permit these agreements to be accounted for as reinsurance under Statement of Financial Accounting Standards ("SFAS") No. 113. If a single catastrophe were to occur in the United States that resulted in $200.0 million of gross losses and allocated loss adjustment expenses ("ALAE") in 1998 (an amount equivalent to Everest Re's PML), management estimates that the effect (including additional premiums and retained losses and ALAE) on the Company's income before taxes would be $108.2 million. This pre-tax net loss estimate assumes that Everest Re's aggregate losses and ALAE for 1998 would exceed the 79.0% loss ratio requirement in the aggregate excess of loss cover by at least $100.0 million. In addition, Everest Re purchased an aggregate stop loss retrocession agreement (the "Stop Loss Agreement") from Gibraltar Casualty Company ("Gibraltar"), an affiliate of The Prudential. See "Stop Loss Agreement". As of December 31, 1997, Everest Re had retrocessional arrangements with 418 retrocessionaires, and it carried as an asset $692.5 million in reinsurance receivables with respect to losses ceded to retrocessionaires, substantially all of which will not be due to Everest Re until Everest Re makes payment on the underlying claims. Of this amount, $324.9 million, or 46.9%, was receivable from Gibraltar ($88.9 million, net of collateral held and liability balances for which Everest Re has a contractual right of offset). An additional $150.0 million, or 21.7%, was receivable from Continental Insurance Company ("Continental"). None of the reinsurance receivables from Gibraltar or Continental was in dispute or more than 90 days in arrears. Everest Re's arrangement with Continental is managed on a funds held basis, which means that Everest Re did not release premium payments to the retrocessionaire but rather retains such payments to secure obligations of the retrocessionaire, records them as a liability and reduces the liability account as payments become due. As of December 31, 1997, such funds had reduced Everest Re's net exposure to Continental to $95.3 million. No other retrocessionaire accounted for more than $20.5 million of Everest Re's receivables. No assurance can be given that the Company will be able to obtain retrocessional coverage similar to that currently in place in the future. Although management carefully selects its retrocessionaires, the Company is subject to credit risk with respect to its retrocessions because the ceding of risk to retrocessionaires does not relieve the reinsurer of its liability to ceding companies. RELATIONSHIPS WITH GIBRALTAR During its early years, Everest Re also wrote some direct insurance. In 1978, Everest Re expanded its direct insurance operation by forming Gibraltar as a subsidiary. In 1985, Gibraltar and Everest Re ceased writing new and renewal direct insurance, and Gibraltar was put into run-off. While Gibraltar actively wrote direct insurance, it was able to reinsure certain business through Everest Re's management underwriting facility ("MUF"). Begun in 1977, MUF was a reinsurance arrangement pursuant to which Everest Re ceded certain business to a number of insurance and reinsurance companies (the "MUF Participants"), many of them domiciled outside the United States. Gibraltar ceded its MUF-qualifying business first to Everest Re, which then immediately and entirely retroceded it to the MUF Participants. As a result of these cessions to Everest Re, Everest Re became, and remains, a reinsurer of Gibraltar with respect to the Gibraltar MUF cessions. As of December 31, 1997, Gibraltar's reinsurance receivables from Everest Re totaled $132.4 million. MUF became inactive with respect to new business in 1991. Following the 1985 decision to put Gibraltar in runoff, Everest Re and Gibraltar entered into the following agreements pursuant to which Gibraltar became, and remains, a reinsurer of Everest Re (the "Gibraltar Contracts"): * In 1986, Gibraltar reinsured all insurance obligations of Everest Re pursuant to certain insurance contracts written by Everest Re's former direct excess insurance operations, which ceased writing business in 1985 (the "Ceded Direct Insurance") (the "Direct Excess Retrocession"). * In 1989, Gibraltar reinsured Everest Re's medical malpractice and other professional liability reinsurance written in 1988 and prior years (the "Professional Liability Retrocession"). * During 1985 through 1990, Gibraltar and Everest Re commuted the obligations of a number of MUF Participants. In exchange for a cash payment from each commuted MUF Participant, Gibraltar assumed the obligations of such MUF Participant. The commuted business included assumed reinsurance originally retroceded to MUF Participants by Everest Re and direct insurance ceded by Everest Re and Gibraltar. 8 In 1991, Everest Re distributed the stock of Gibraltar to PRUCO, Inc., a direct, wholly-owned subsidiary of The Prudential ("PRUCO"). Simultaneously, PRUCO and Gibraltar entered into a surplus maintenance agreement pursuant to which PRUCO agreed to purchase such amount of surplus notes as may be necessary to maintain Gibraltar's statutory surplus at no less than $15 million at all times. PRUCO shortly thereafter distributed the stock of Gibraltar to The Prudential. The Direct Excess Retrocession can be terminated by either Gibraltar or Everest Re upon 90 days' notice, whereas the Professional Liability Retrocession can only be terminated by Everest Re. A total of $94.1 million of the Gibraltar receivables is attributable to the Direct Excess Retrocession. If the Direct Excess Retrocession is terminated, all outstanding claims, including incurred but not reported losses ("IBNR"), will be commuted with the value of such claims, which may not exceed Everest Re's then outstanding loss reserves with respect thereto, to be mutually agreed upon or, if no agreement can be reached, determined by an actuary or appraiser mutually appointed. At the time of the IPO, the parties agreed that if Gibraltar terminates the Direct Excess Retrocession and the parties cannot agree on the value of the claims to be commuted, Everest Re's chief actuary will determine such value. Gibraltar could arbitrate the actuary's determination. If the Direct Excess Retrocession were to be so terminated and Everest Re's ultimate losses on the Ceded Direct Insurance were to exceed the commutation amount, the resulting reserve increases would constitute adverse development eligible for coverage under the Stop Loss Agreement (described below), subject to the applicable limits thereof. STOP LOSS AGREEMENT On October 5, 1995, Everest Re and Gibraltar entered into an aggregate stop loss retrocession agreement (the "Stop Loss Agreement"). The Stop Loss Agreement is intended to mitigate the impact on the Company's future earnings that could result from the adverse development, if any, of Everest Re's consolidated reserves for losses, allocated LAE and uncollectible reinsurance as of June 30, 1995, including IBNR; provided, that adverse development, if any, of such reserves relating to catastrophes (as defined in the Stop Loss Agreement) will only be covered to the extent that the catastrophe event to which such reserves relate occurred prior to January 1, 1995. Such adverse development is referred to herein as "Adverse Development". For a description of the Stop Loss Agreement, see Note 7 of Notes to Consolidated Financial Statements. Also see Note 8F of Notes to the Consolidated Financial Statements. STANDBY CAPITAL CONTRIBUTION AGREEMENT AND PRUCO INDEMNITY On October 5, 1995, Holdings agreed, pursuant to a Standby Capital Contribution Agreement (the "Capital Contribution Agreement"), to make certain capital contributions ("Capital Contributions") to Everest Re. And, on October 5, 1995, PRUCO agreed to make payments ("Indemnity Payments") to Holdings, pursuant to an Indemnity Agreement (the "PRUCO Indemnity"), in an amount equal to the Capital Contributions. For a description of the Capital Contribution Agreement and the PRUCO Indemnity, see Note 8A of Notes to the Consolidated Financial Statements. PRUDENTIAL GUARANTEES On October 5, 1995, The Prudential guaranteed (i) up to $775.0 million of Gibraltar's obligations to Everest Re, and (ii) PRUCO's obligation to make the Indemnity Payments (the "Prudential Guarantees"). The Prudential agreed, subject to the terms and conditions thereof, to guarantee Gibraltar's payment obligations with respect to (i) the Stop Loss Agreement, subject to maximum aggregate payments of $375.0 million, and (ii) payment obligations under the Gibraltar Contracts, subject to maximum aggregate payments of $400.0 million. The maximum aggregate payments under the Prudential Guarantee of Gibraltar's obligations will be reduced in certain circumstances to take account of payments made and collateral provided in respect of the guaranteed obligations. As of December 31, 1997, based on publicly available information, The Prudential had statutory basis total assets of $194.0 billion, statutory surplus of $9.2 billion and total equity on a GAAP basis of $19.7 billion. CLAIMS Claims are managed by the Company's professional claims staff whose responsibilities include reviewing initial loss reports and coverage issues, monitoring claims handling activities of ceding companies, establishing and adjusting proper case reserves and approving payment of claims. In addition to claims assessment, processing and payment, the claims staff selectively conducts comprehensive claims audits of both specific claims and overall claims procedures at the offices of selected ceding companies. 9 RESERVES FOR UNPAID LOSSES AND LOSS ADJUSTMENT EXPENSES Significant periods of time may elapse between the occurrence of an insured loss, the reporting of the loss to the ceding company and the reinsurer and the ceding company's payment of that loss and subsequent payments to the ceding company by the reinsurer. To recognize liabilities for unpaid losses and loss adjustment expenses ("LAE"), insurers and reinsurers establish reserves, which are balance sheet liabilities representing estimates of future amounts needed to pay reported and unreported claims and related expenses on losses that have already occurred. Actual losses and LAE paid may deviate, perhaps substantially, from such reserves. To the extent reserves prove to be insufficient to cover actual losses and LAE after taking into account available retrocessional coverage, including the reinsurance provided through the Stop Loss Agreement, Everest Re would have to augment such reserves and incur a charge to earnings which could be material in the period such augmentation takes place. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Loss and LAE Reserves". While the reserving process is difficult and subjective for the ceding companies, the inherent uncertainties of estimating such reserves are even greater for the reinsurer, due primarily to the longer time between the date of an occurrence and the reporting of any attendant claims to the reinsurer, the diversity of development patterns among different types of reinsurance treaties or facultative contracts, the necessary reliance on the ceding companies for information regarding reported claims and differing reserving practices among ceding companies. In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development to the same degree in the future. Thus, actual losses and LAE may deviate, perhaps substantially, from estimates of reserves reflected in the Company's consolidated financial statements. Like many other property and casualty insurance and reinsurance companies, Everest Re has experienced adverse loss development for prior accident years, which has led to adjustments in losses and LAE reserves. The increase in reserves for prior accident years reduced net income for the periods in which the adjustments were made. There can be no assurance that adverse development from prior years will not continue in the future or that such adverse development will not have a material adverse effect on net income. Adverse Development will be reinsured under the Stop Loss Agreement, up to the maximum limits thereunder and subject to the other terms and conditions thereof. See "Relationships with Gibraltar" and "Stop Loss Agreement". CHANGES IN HISTORICAL RESERVES The following table shows changes in historical loss reserves for Everest Re for 1987 and subsequent years. The top line of each table shows the estimated reserves for unpaid losses and LAE recorded at each year end date. Each amount in the top line represents the estimated amount of future payments for losses and LAE on claims occurring in that year and in all prior years. The upper (paid) portion of the table presents the cumulative amounts paid through each subsequent year on those claims for which reserves were carried as of each specific year end. The lower (liability re-estimated) portion shows the re-estimated amount of the previously recorded reserves based on experience as of the end of each succeeding year. The estimate changes as more information becomes known about the actual claims for which the initial reserves were carried. The cumulative redundancy/deficiency line represents the cumulative change in estimates since the initial reserve was established. It is equal to the latest liability re-estimated amount less the initial reserve. Each amount other than the original reserves in the top half of the table below includes the effects of all changes in amounts for prior periods. For example, if a loss settled in 1990 for $100,000 was first reserved in 1987 at $60,000 and remained unchanged until settlement, the $40,000 deficiency (actual loss minus original estimate) would be included in the cumulative redundancy (deficiency) in each of the years in the period 1987 through 1989 shown below. Conditions and trends that have affected development of liability in the past may not necessarily occur in the future. Accordingly, it may not be appropriate to extrapolate future redundancies or deficiencies based on this table. 10 TEN YEAR STATUTORY LOSS DEVELOPMENT TABLE PRESENTED NET OF REINSURANCE WITH SUPPLEMENTAL GROSS DATA (1) Years Ended December 31, ------------------------------------------------------------------------------------------------------------- (Dollars in millions) 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 ------------------------------------------------------------------------------------------------------------- Reserves for unpaid loss and LAE $ 1,676.7 $ 1,775.8 $ 1,766.7 $ 1,891.9 $ 1,752.9 $ 1,854.7 $ 1,934.2 $ 2,104.2 $ 2,316.0 $ 2,551.6 $ 2,810.0 Paid (cumulative) as of: One year later 345.7 299.1 321.9 597.1 333.3 461.5 403.5 359.5 270.4 331.2 Two years later 582.3 522.3 829.5 785.9 550.4 740.1 627.7 638.0 502.8 Three years later 757.0 984.3 966.3 933.1 758.3 897.0 820.5 828.0 Four years later 1,189.1 1,096.1 1,078.2 1,096.9 868.1 1,036.0 953.0 Five years later 1,278.7 1,189.5 1,209.0 1,176.9 970.0 1,141.0 Six years later 1,358.6 1,308.9 1,276.3 1,257.3 1,052.9 Seven years later 1,478.7 1,367.9 1,346.6 1,329.8 Eight years later 1,532.0 1,430.7 1,407.9 Nine years later 1,591.1 1,489.0 Ten years later 1,646.7 Liability re- estimated as of: One year later 1,768.0 1,794.6 1,835.4 1,866.3 1,737.8 1,929.2 2,008.5 2,120.8 2,286.5 2,548.4 Two years later 1,841.5 1,813.2 1,834.3 1,872.8 1,775.7 1,988.9 2,015.4 2,233.7 2,264.5 Three years later 1,839.6 1,805.6 1,849.5 1,907.5 1,843.3 2,010.0 2,119.0 2,271.2 Four years later 1,879.1 1,867.6 1,913.6 1,976.5 1,855.7 2,111.9 2,164.5 Five years later 1,942.2 1,934.5 1,982.3 1,984.3 1,955.1 2,155.3 Six years later 2,029.1 2,007.6 1,984.1 2,080.0 1,995.8 Seven years later 2,118.0 2,008.0 2,089.4 2,123.2 Eight years later 2,125.2 2,122.6 2,135.9 Nine years later 2,243.1 2,167.6 Ten years later 2,287.5 Cumulative redundancy/ (deficiency) $ (610.8) $ (391.8) $ (369.2) $ (231.3) $ (242.9) $ (300.6) $ (230.3) $ (167.0) $ 51.5 $ 3.2 ============================================================================================================ Gross liability - end of year $2,576.0 $2,752.7 $3,016.9 $3,298.2 $3,498.7 Reinsurance receivable 641.8 648.5 700.9 746.6 688.7 ------------------------------------------------ Net liability-end of year 1,934.2 2,104.2 2,316.0 2,551.6 2,810.0 --------------------------------------- ======== Gross re-estimated liability at December 31, 1997 3,056.9 3,096.2 3,228.7 3,380.0 Re-estimated receivable at December 31, 1997 892.4 825.0 964.2 831.6 --------------------------------------- Net re-estimated liability at December 31, 1997 2,164.5 2,271.2 2,264.5 2,548.4 --------------------------------------- Gross cumulative redundancy/ (deficiency) $ (480.9) $ (343.5) $ (211.8) $ (81.8) ======================================= - ---------- (1) Includes Gibraltar data through September 30, 1991 11 For years prior to 1987, management believes that two factors had the most significant impact on loss development. First, through the mid-1980's, a number of industry and external factors, such as the propensity of courts to award large damage awards in liability cases, combined to increase loss frequency and severity to unexpectedly high levels. Second, contracts written prior to 1986 contained coverage terms which, for Everest Re and the industry in general, have been interpreted by courts to provide coverage for asbestos and environmental exposures not contemplated by either the pricing or the initial reserving of the contracts. Legal developments during the mid-1980's necessitated additional reserving for such exposures on both a case and IBNR basis. Incurred losses with respect to asbestos and environmental claims, net of reinsurance, were $3.5 million, -0-, -0-, $40.5 million and $70.6 million in 1997, 1996, 1995, 1994 and 1993, respectively. Substantially all of these losses related to pre-1986 exposures. The absence of net incurred losses in 1996 and 1995 is attributable to coverage under the Company's Stop Loss Agreement. The net incurred losses in 1997 reflected coinsurance under the Stop Loss Agreement. To the extent loss reserves on assumed reinsurance need to be increased, Everest Re would be entitled to certain payments under the Stop Loss Agreement. See "Stop Loss Agreement". Additionally, Holdings may be required to make payments under the Capital Contribution Agreement for which it would be entitled to indemnification under the PRUCO Indemnity. See "Standby Capital Contribution Agreement and PRUCO Indemnity". To the extent loss reserves on the Ceded Direct Insurance need to be increased and subject to the terms of the Gibraltar Contracts, Everest Re will be entitled to 100% protection from Gibraltar under the Gibraltar Contracts, which reinsurance obligations are guaranteed by The Prudential subject to the terms and conditions of the applicable Prudential Guarantee. See "Relationships with Gibraltar" and "Prudential Guarantees". Management believes that adequate provision has been made for Everest Re's loss and LAE reserves regardless of the availability of any such payments under the Stop Loss Agreement, the PRUCO Indemnity, and the Prudential Guarantees. Additionally, while there can be no assurance that reserves for and losses from these claims will not increase in the future, management believes that Everest Re's existing reserves and retrocessional arrangements and payments available under the Stop Loss Agreement, the PRUCO Indemnity and the Prudential Guarantees lessen the probability that such increases would have a material adverse effect on the Company's financial condition, results of operations or cash flows. The Ten Year Statutory Loss Development Table includes Gibraltar data until September 30, 1991, at which time Everest Re distributed the stock of Gibraltar to PRUCO. Thus the 1987-1990 "Reserves for unpaid loss and LAE" includes the Gibraltar liability. Similarly, the "Paid (cumulative) as of" and "Liability re-estimated as of" data include Gibraltar experience until September 30, 1991. At the time of the distribution of Gibraltar, Gibraltar still had $288.5 million of reserves outstanding. To more accurately reflect reserve development, the Gibraltar reserves were removed from the reserves for unpaid losses and LAE line for periods after 1991 and the $288.5 million was treated as a paid loss. The amount so treated as paid in 1991 was $285.6 million for the year ended 1987 and $288.5 for each of the years 1988 through 1990. The following table identifies the cumulative reserve redundancy/(deficiency) relating to Gibraltar only, Everest Re excluding Gibraltar and the consolidated group. CUMULATIVE RESERVE REDUNDANCY/(DEFICIENCY) ATTRIBUTABLE TO GIBRALTAR Years Ended December 31, ---------------------------------------------------------------------------------------------------- (Dollars in millions) 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 ---------------------------------------------------------------------------------------------------- Everest Re excluding Gibraltar $ (434.2) $ (261.9) $ (271.1) $ (201.3) $ (242.9) $ (300.6) $ (230.3) $ (167.0) $ 51.5 $ 3.2 Gibraltar (176.6) (129.9) (98.1) (30.0) - - - - - - ---------------------------------------------------------------------------------------------------- Consolidated $ (610.8) $ (391.8) $ (369.2) $ (231.3) $ (242.9) $ (300.6) $ (230.3) $ (167.0) $ 51.5 $ 3.2 ==================================================================================================== The following table is derived from the Ten Year Statutory Loss Development Table above and summarizes the effect of reserve re-estimates, net of reinsurance, on calendar year operations for the same ten year period ended December 31, 1997. Each column represents the amount of reserve re-estimates made in the indicated calendar year and shows the accident years to which the re-estimates are applicable. The amounts in the total accident year column on the far right represent the cumulative reserve re-estimates for the indicated accident years. 12 EFFECT OF RESERVE REESTIMATES ON CALENDAR YEAR OPERATIONS Cumulative Calendar Year Ended December 31, Re-estimates for (Dollars in ----------------------------------------------------------------------------------------------- each Accident millions) 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Year --------------------------------------------------------------------------------------------------------------- Accident Years 1987 & prior $ (91.4) $ (73.5) $ 2.0 $ (39.5) $ (63.1) $ (86.9) $ (88.9) $ (7.2) $ (117.9) $ (44.4) $ (610.8) 1988 54.8 (20.6) 47.1 1.1 20.0 15.8 6.8 3.4 (0.7) 127.7 1989 (50.1) (6.5) 46.8 2.8 4.4 (1.4) 9.2 (1.5) 3.7 1990 24.5 8.7 29.4 (0.4) (6.0) 9.7 3.3 69.2 1991 21.6 (3.2) 1.4 (4.6) (3.8) 2.5 13.9 1992 (36.6) 7.9 (8.7) (2.5) (2.7) (42.6) 1993 (14.5) 14.2 (1.7) (2.1) (4.1) 1994 (9.8) (9.2) 8.0 (11.0) 1995 142.4 59.6 202.0 1996 (18.8) (18.8) Total calendar year effect $ (91.4) $ (18.7) $ (68.7) $ 25.6 $ 15.1 $ (74.5) $ (74.3) $ (16.7) $ 29.6 $ 3.2 $ (270.8) As illustrated by this table, the factors which caused the deficiencies shown in the Ten Year Statutory Loss Development Table relate almost entirely to accident years prior to 1987. With the exception of the 1992 accident year, which included Hurricane Andrew, the original reserves established for each accident year since 1987 have developed either positively or in a manner that is not materially adverse. Adverse development relating to accident years prior to July 1, 1995 (prior to January 1, 1995 for catastrophe losses) is mitigated by recoveries under the Stop Loss Agreement. As the Stop Loss Agreement was entered into in 1995, recoveries thereunder are reflected in the 1995 accident year rather than in the accident year which included the underlying adverse development. The following table presents a reconciliation of beginning and ending reserve balances for the years indicated on a GAAP basis: RECONCILIATION OF RESERVES FOR LOSSES AND LAE Years Ended December 31, ------------------------------------------ (Dollars in millions) 1997 1996 1995 ------------------------------------------ Reserves at beginning of period $ 3,246.9 $ 2,969.3 $ 2,706.4 ------------------------------------------ Incurred related to: Current year 768.6 745.6 658.0 Prior years (3.2) (29.6) 16.7 ------------------------------------------ Total incurred losses 765.4 716.0 674.7 ------------------------------------------ Paid related to: Current year 185.3 213.9 104.6 Prior years 331.2 270.4 359.5 ------------------------------------------ Total paid losses 516.5 484.3 464.1 ------------------------------------------ Change in reinsurance receivables on unpaid losses and LAE (58.0) 45.9 52.3 ------------------------------------------ Reserves at end of period $ 3,437.8 $ 3,246.9 $ 2,969.3 ========================================== 13 The reconciliation of reserves on a GAAP basis to reserves reported on a statutory basis for each of the three years in the period ended December 31, 1997 is shown below: RECONCILIATION OF RESERVES FOR LOSSES AND LAE FROM STATUTORY BASIS TO GAAP BASIS Years Ended December 31, -------------------------------------------- (Dollars in millions) 1997 1996 1995 -------------------------------------------- Statutory reserves-net (1) $ 2,778.6 $ 2,313.0 $ 2,108.3 Statutory retroactive reinsurance reserves 31.4 15.4 5.4 Financing arrangement - (10.3) (10.3) -------------------------------------------- Subtotal 2,810.0 2,318.1 2,103.4 Foreign subsidiary reserves (1) - 233.5 212.6 -------------------------------------------- Subtotal-net reserves as shown in loss development schedule 2,810.0 2,551.6 2,316.0 Reinsurance receivable on unpaid losses 688.7 746.6 700.9 -------------------------------------------- Subtotal-gross reserves as shown in loss development schedule 3,498.7 3,298.2 3,016.9 Foreign translation effect of Canadian reserves (2) (60.9) (51.3) (47.6) -------------------------------------------- Reserves on a GAAP basis $ 3,437.8 $ 3,246.9 $ 2,969.3 ============================================ - ----------- (1) On January 1, 1997 the insurance operations of Everest Re Ltd. were converted to branches of Everest Re. For 1997, the net reserves for the branches are included in statutory net reserves, and for 1996 and 1995, the Everest Re Ltd. reserves are shown as foreign subsidiary reserves. (2) Pursuant to statutory accounting conventions, reserves with respect to the Canadian Branch are reflected in Canadian dollars. Statutory reserves are presented net of reinsurance receivables on unpaid loss and LAE for years ended December 31, 1997, 1996 and 1995. The amounts shown as financing arrangement in 1996 and 1995 relate to a single treaty which did not qualify for reinsurance accounting under GAAP. RESERVES FOR ASBESTOS AND ENVIRONMENTAL LOSSES AND LOSS ADJUSTMENT EXPENSES Everest Re's reserves include an estimate of Everest Re's ultimate liability for asbestos and environmental claims for which ultimate value cannot be estimated using traditional reserving techniques. There are significant uncertainties in estimating the amount of Everest Re's potential losses from asbestos and environmental claims. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Asbestos and Environmental Exposures" and Note 11 of Notes to Consolidated Financial Statements. The following table summarizes the composition of Everest Re's total reserves for asbestos and environmental losses, gross and net of reinsurance for the years ended December 31, 1997, 1996 and 1995. Years Ended December 31, -------------------------------------------- (Dollars in millions) 1997 1996 1995 -------------------------------------------- Case reserves reported by ceding companies $ 125.9 $ 101.2 $ 108.5 Additional reserves established by Everest Re (assumed reinsurance) 52.0 50.1 43.8 Case reserves established by Everest Re (Ceded Direct Insurance) 45.8 52.8 50.3 IBNR reserves 222.4 219.2 225.9 -------------------------------------------- Gross reserves 446.1 423.3 428.5 Reinsurance receivable (233.7) (223.7) (242.5) -------------------------------------------- Net reserves $ 212.4 $ 199.6 $ 186.0 ============================================ Everest Re's asbestos and environmental claims are managed by an experienced staff consisting of seven people. This claims unit works closely with members of Everest Re's in-house legal staff on legal developments. The claims unit also meets with the management of primary insurance companies to understand their asbestos and environmental exposures and reserving practices. 14 Additional losses, the type or magnitude of which cannot be foreseen by the Company, or the reinsurance industry generally, may emerge in the future. Such future emergence, to the extent not covered by existing retrocessional contracts, including the Stop Loss Agreement, could have material adverse effects on the Company's future financial condition, results of operations and cash flows. INVESTMENTS Everest Re's overall financial strength and results of operations are, in part, dependent on the quality and performance of its investment portfolio. Net investment income and net realized capital gains (losses) on Everest Re's invested assets constituted 18.8%, 16.9% and 21.1% of the Company's revenues for the years ending December 31, 1997, 1996 and 1995, respectively. The Company's cash and invested assets totalled $4,163.3 million at December 31, 1997 of which 95.2% were cash or investment grade fixed maturities. Everest Re's investment strategy emphasizes maintaining a high quality investment portfolio while maximizing long-term after-tax investment income. Everest Re's current investment strategy seeks to maximize after-tax income through a high quality, diversified, taxable bond and tax-exempt municipal bond portfolio, while maintaining an adequate level of liquidity. Everest Re's mix of taxable and tax-preferenced investments is adjusted continuously, consistent with Everest Re's current and projected operating results, market conditions and tax position. Additionally, Everest Re invests in marketable equity securities which it believes will enhance the risk-adjusted total return of the investment portfolio. The Investment Committee of Everest Re's Board of Directors is responsible for establishing investment policy and guidelines and, together with senior management, for overseeing their execution. Everest Re's investment portfolio is in compliance with the insurance laws of the state of Delaware, its domiciliary state, and of other jurisdictions in which it is regulated. These laws prescribe the kind, quality and concentration of investments which may be made by insurance companies. In general, these laws permit investments, within specified limits and subject to certain qualifications, in government obligations, corporate bonds, preferred and common stocks, real estate mortgages and real estate. An independent investment advisor is utilized to manage the Company's investment portfolio within the established guidelines and is required to report activities on a current basis and to meet with the Company periodically to review and discuss the portfolio structure, securities selection and performance results. Everest Re's investment guidelines include a duration guideline of five to six years. The duration of an investment is based on the maturity of the security but also reflects the possibility of early prepayment of such security without a prepayment penalty. This investment duration guideline is sensitive to Everest Re's average duration of potential liabilities which, at December 31, 1997, was approximately five years. Liability duration is determined based on the estimated payouts of underwriting liabilities using standard duration calculations. Approximately 12.6% of the Company's consolidated reserves for losses and LAE and unearned premiums represents estimated amounts payable in foreign currencies. For each currency in which the Company has established substantial reserves, the Company seeks to maintain invested assets denominated in such currency in an amount approximately equal to the estimated liabilities which are denominated in such currency. As of December 31, 1997, 99.3% of Everest Re's fixed maturities consisted of investment grade securities. The average maturity of fixed maturities was 8.7 years at December 31, 1997, and their overall duration was 5.6 years. As of December 31, 1997, Everest Re did not have any material holdings of issuers who management believes are experiencing cash flow difficulty to an extent that the ability of the obligor to meet debt service payments is threatened. Everest Re's current investment strategy does not contemplate additional investment in non-investment grade securities or any investments in commercial real estate or direct commercial mortgages. Also, investments in derivative products (i.e., products which include features such as futures, forwards, swaps, options and other investments with similar characteristics) are generally prohibited, without the prior approval of Everest Re's Investment Committee. At December 31, 1997, the Company had no investments in derivative products. As of December 31, 1997, the common stock portfolio was $158.8 million at market value, is managed with a growth and income orientation and consisted primarily of investments in dividend paying mid and large capitalization companies. 15 The following table reflects investment results for Everest Re for each of the five years in the period ended December 31, 1997: Pre-Tax Pre-Tax Realized Net Average Investment Effective Capital Gains Years Ended December 31, Investments(1) Income(2) Yield (Losses) (Dollars in millions) -------------------------------------------------------------- 1997 $ 3,888.9 $ 228.5 5.88% $ 15.9 1996 3,416.4 191.9 5.62 5.7 1995 2,894.9 166.0 5.73 33.8 1994 2,620.9 143.6 5.48 (10.5) 1993 2,532.2 141.1 5.57 78.8 - ------------ (1) Average of the beginning and ending carrying values of investments and cash, less net funds held and non-interest bearing cash. Common stocks and nonredeemable preferred stocks are carried at fair market value. Bonds and redeemable preferred stocks are carried at fair market value except for 1993 where such investments are shown at amortized cost. (2) After investment expenses, excluding realized net capital gains (losses). The following table summarizes fixed maturities as of December 31, 1997 and 1996: Amortized Unrealized Unrealized Market (Dollars in millions) Cost Appreciation Depreciation Value ----------------------------------------------------------- December 31, 1997: U.S. Treasury securities and obligations of U.S. government agencies and corporations $ 144.1 $ 3.1 $ 0.1 $ 147.1 Obligations of states and political subdivisions 1,610.2 112.2 0.3 1,722.1 Corporate securities 893.9 39.2 - 933.1 Mortgage-backed securities 521.0 20.5 - 541.5 Foreign debt securities (1) 489.2 34.0 0.1 523.1 ----------------------------------------------------------- Total $ 3,658.4 $ 209.0 $ 0.5 $ 3,866.9 =========================================================== December 31, 1996: U.S. Treasury securities and obligations of U.S. government agencies and corporations $ 192.6 $ 1.2 $ 1.4 $ 192.4 Obligations of states and political subdivisions 1,309.9 56.1 1.0 1,365.0 Corporate securities 740.0 11.4 0.3 751.1 Mortgage-backed securities 487.1 7.7 2.0 492.8 Foreign debt securities (1) 545.2 24.7 0.9 569.0 ----------------------------------------------------------- Total $ 3,274.8 $ 101.1 $ 5.6 $ 3,370.3 =========================================================== - ------------- (1) At December 31, 1997, foreign debt securities at amortized cost are comprised of $232.8 million and $256.4 million in foreign government securities and foreign corporate bonds, respectively, compared to $299.3 million and $245.9 million, respectively, at December 31, 1996. At December 31, 1997, foreign debt securities at market value are comprised of $253.3 million and $269.8 million in foreign government securities and foreign corporate bonds, respectively, compared to $315.0 million and $254.0 million, respectively, at December 31, 1996. 16 The following table presents the credit quality distribution by the National Association of Insurance Commissioners ("NAIC") rating of Everest Re's fixed maturities as of December 31, 1997: (Dollars in millions) NAIC Percent of Rating(1) Standard and Poor's Equivalent Description Amount Total - -------------------------------------------------------------------------------- 1 AAA/AA/A $ 3,355.9 86.8% 2 BBB 481.9 12.5 3 BB 27.5 0.7 4 B 0.2 0.0 5 CCC/CC/C - - 6 CI/D 1.4 0.0 ---------------------- Total $ 3,866.9 100.0% ====================== - ------------ (1) The Securities Valuation Office of the NAIC maintains a security valuation system that assigns a numerical rating to securities. The numerical ratings generally correspond to S & P's classifications, as indicated, although S & P has not necessarily rated the securities indicated. Rating categories 1 and 2 are considered investment grade and categories 3 through 6 are considered non-investment grade. The following table summarizes fixed maturities by contractual maturity as of December 31, 1997: Percent of (Dollars in millions) Amount Total ------------------------------ Maturity category: Less than one year $ 56.4 1.5% Due after 1-5 years 482.0 12.5 Due after 5-10 years 1,294.2 33.5 Due after 10 years 1,492.6 38.6 ------------------------------ Subtotal 3,325.2 86.0 Mortgage-backed securities (1) 541.6 14.0 ------------------------------ Total (2) $ 3,866.8 100.0% ============================== - ------------ (1) Mortgage-backed securities generally are more likely to be prepaid than other fixed maturities. Therefore contractual maturities are excluded from this table since they may not be indicative of actual maturities. (2) Certain totals may not reconcile due to rounding. YEAR 2000 ISSUES Like many other companies, the Company faces potential business disruption and costs associated with the possible inability of many computer systems to accurately process data containing information about the year 2000 or later. For a discussion of these issues, see Management's Discussion and Analysis, Item 7. RATINGS Everest Re currently has a rating of "A+" ("Superior") from A.M. Best, an independent insurance industry rating organization which rates companies on factors of concern to policyholders. A.M. Best states that the "A+" ("Superior") rating is assigned to those companies which, in its opinion, have, on balance, achieved superior financial strength, operating performance and market profile when compared to the standards established by A.M. Best and have demonstrated a very strong ability to meet their ongoing obligations to policyholders. The "A+" ("Superior") rating is the second highest of fifteen ratings assigned by A.M. Best, which range from "A++" ("Superior") to "F" ("In liquidation"). Additionally, A.M. Best has eleven classifications within the "Not Assigned" category. Everest Re currently has a claims-paying ability rating of "A+" (Good) from Standard & Poor's, an independent rating organization which rates an insurance company's financial capacity to meet the obligations of its insurance policies in accordance with their terms. Standard & Poor's states that the "A+" rating is assigned to those companies which, in its opinion, have secure financial capacity to meet policyholder obligations. The "A+" rating is the fifth highest of eighteen ratings assigned by Standard & Poor's, which range from "AAA" (Superior) to "R" (Regulatory Action). Ratings from AA to B may be modified by the use of a plus or minus sign to show relative standing of the insurer within those rating categories. 17 Everest Re currently has an insurance financial strength rating of "A2" (Good) from Moody's. Moody's states that insurance companies rated "A" offer good financial security. However, elements may be present which suggest a susceptibility to impairment sometime in the future. Moody's rating gradations are shown through the use of nine distinct symbols, each symbol representing a group of ratings in which the financial security is broadly the same. The "A2" (Good) rating is the sixth highest of ratings assigned by Moody's, which range from "Aaa" (Exceptional) to "C" (Lowest). Moody's further distinguishes the ranking of an insurer within its generic rating classification from Aa to B with 1, 2 and 3 ("1" being the highest). A.M. Best's, Standard & Poor's and Moody's 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 an equity investment in an insurance company. Each of these rating agencies reviews its ratings periodically, and there can be no assurance that Everest Re's ratings will be maintained in the future. COMPETITION The worldwide property and casualty reinsurance business is highly competitive. Competition with respect to the types of reinsurance in which Everest Re is engaged is based on many factors, including the perceived overall financial strength of the reinsurer, A.M. Best's and/or Standard & Poor's rating of the reinsurer, underwriting expertise, the jurisdictions where the reinsurer is licensed or otherwise authorized, premiums charged, other terms and conditions of the reinsurance offered, services offered, speed of claims payment and reputation and experience in lines written. Everest Re competes for its business in the United States and international reinsurance markets with numerous international and domestic reinsurance companies, some of which have greater financial resources than Everest Re. Everest Re's competitors include independent reinsurance companies, subsidiaries or affiliates of established worldwide insurance companies, reinsurance departments of certain primary insurance companies and domestic and international underwriting operations. Some of these competitors have greater financial resources than Everest Re, have been operating for longer than Everest Re, and have established long-term and continuing business relationships throughout the industry, which can be a significant competitive advantage. Although most U.S. reinsurance companies operate in the broker market, most of Everest Re's largest competitors work directly with ceding companies, competing with brokers. Management believes that Everest Re's major competitors are large U.S. and foreign reinsurance companies. Since 1987, the industry has experienced increased global competition. During this period, primary insurers have retained an increasing portion of their business, which, together with rate pressure at the primary insurance level and ample reinsurance capacity, precluded reinsurance rate improvement and resulted in generally low rates of premium growth, if any. In the early 1990s, several well-capitalized new Bermuda-based companies entered the reinsurance industry, and added significant capacity, particularly in the catastrophe reinsurance market, and rendered future rate improvement uncertain. In addition, Lloyd's of London relaxed its requirement that syndicate members have unlimited liability for losses and allows limited liability investors to join syndicates, thereby increasing the reinsurance capacity at Lloyd's. In 1996, Lloyd's implemented its reconstruction and renewal plan in an attempt to separate past losses from the current market participants and to provide a more secure market going forward. Management believes that since 1987, a number of factors, including global competition, the emergence of significant reinsurance capacity from the Bermuda and rejuvenated Lloyds' markets, higher retentions by primary insurance companies and consolidation in the insurance industry, have resulted in increasingly competitive market conditions and have influenced the continuing pressure on insurance and reinsurance rates and the expansion of contract terms in the current marketplace. The Company may, in the future, face additional competition from other well-capitalized companies or from market participants that may devote more of their capital to the reinsurance business or from the capital markets entry into insurance and reinsurance investment products. And, the Company believes that the insurance and reinsurance industries, including reinsurance brokers, will continue to undergo further consolidation and that reinsurers will need significant size and financial strength to compete effectively. EMPLOYEES As of March 2, 1998, Everest Re employed 369 persons. Management believes that its employee relations are good. None of Everest Re's employees are subject to collective bargaining agreements, and the Company is not aware of any current efforts to implement such agreements at Everest Re. 18 INFORMATION RELATING TO DOMESTIC AND FOREIGN OPERATIONS Financial information relating to geographic segments set forth in Note 13 of Notes to Consolidated Financial Statements of the Company is incorporated herein by reference. REGULATORY MATTERS The Company is subject to regulation under the insurance statutes of various jurisdictions, including Delaware, the domiciliary state of Everest Re and Everest Indemnity, Arizona, the domiciliary state of Everest National and Canada, the domiciliary jurisdiction of Everest Canada. INSURANCE HOLDING COMPANY REGULATION. Insurance holding company laws and regulations generally require the holding company to register with the relevant state regulatory authorities and file certain reports which include current information concerning the capital structure, ownership, management, financial condition and general business operations of the insurance holding company and its subsidiaries licensed in the state. State regulators also require prior notice or regulatory approval of changes in control of an insurer or its holding company and of certain material inter-affiliate transactions within the holding company structure. See "-Dividends by Everest Re". Under the Delaware and Arizona Codes and regulations thereunder, no person, corporation or other entity may acquire a controlling interest in the Company, unless such person, corporation or entity has obtained the prior approval of the Delaware and Arizona Insurance Commissioners for such acquisition. For the purposes of the Delaware and Arizona Codes, any person acquiring, directly or indirectly, 10% or more of the voting securities of an insurance company is presumed to have acquired "control" of such company. To obtain the approval of any such change in control, the proposed acquirer must file an application with the Delaware and Arizona Insurance Commissioners. This application requires the acquirer to disclose its background, financial condition, the financial condition of its affiliates, the source and amount of funds by which it will effect the acquisition, the criteria used in determining the nature and amount of consideration to be paid for the acquisition, proposed changes in the management and operations of the insurance company and any other related matters. The Insurance Companies Act of Canada also requires prior approval by the Minister of Finance of anyone acquiring a significant interest in an authorized Canadian insurance company. In addition, the Company is subject to regulation by the insurance regulators of other states and foreign jurisdictions in which it does business. Certain of these states and foreign jurisdictions impose regulations regulating the ability of any person to acquire control of an insurance company without appropriate regulatory approval similar to those described above. DIVIDENDS BY EVEREST RE. Because the operations of the Company are conducted through Everest Re and its subsidiaries, the Company is dependent upon dividends and other permissible payments from Everest Re to meet its obligations and to pay dividends in the future should Holdings' Board of Directors decide to do so. The payment of dividends to Holdings by Everest Re is subject to limitations imposed by Delaware law. Under the Delaware Code, before a Delaware domiciled insurer may pay any dividend it must give 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. A Delaware domiciled insurer may only pay cash dividends from the portion of its available and accumulated surplus funds derived from realized net operating profits and realized capital gains. Additionally, a Delaware domiciled insurer may not pay any "extraordinary" dividend or distribution until (i) 30 days after the Delaware Insurance Commissioner has received notice of a declaration thereof and has not within such period disapproved such a payment or (ii) the Delaware Insurance Commissioner has approved such payment within the 30-day period. Under the Delaware Code, an "extraordinary" dividend of a property and casualty insurer is a dividend the amount of which, together with all other dividends and distributions made in the preceding 12 months, exceeds the greater of (i) 10% of an insurer's statutory surplus as of the end of the prior calendar year or (ii) the insurer's statutory net income, not including realized capital gains, for the prior calendar year. Under this definition, the maximum amount that will be available for the payment of dividends by Everest Re in 1998 without triggering the requirement for prior approval of regulatory authorities in connection with an extraordinary dividend is $177.6 million. As of December 31, 1997, Everest Re's accumulated statutory surplus from realized net operating profits and realized gains was $535.8 million. INSURANCE REGULATION. U.S. domestic property and casualty insurers, including reinsurers, are subject to regulation by their state of domicile and by those states in which they are licensed. The rates and policy terms of reinsurance agreements generally are not subject to regulation by any governmental authority. This contrasts with primary insurance policies and agreements, the rates and policy terms of which are generally regulated closely by state insurance departments. 19 Everest Re is subject primarily to regulation and supervision that relate to licensing requirements, solvency requirements, investment requirements, restrictions on the size of risks which may be insured, deposit of securities for the benefit of ceding companies and/or policyholders, accounting requirements, periodic examinations of financial condition and affairs, the form and content of financial statements that must be filed with regulators and the level of minimum reserves necessary to cover unearned premiums, losses and other purposes. In general, such regulation is designed to protect ceding insurers and, ultimately, their policyholders, rather than stockholders. The operations of Everest Re's foreign branch offices in Canada, Hong Kong, Singapore and the United Kingdom are subject to regulation by the insurance regulatory officials of those jurisdictions. Management believes that the Company is in material compliance with applicable laws and regulations pertaining to its business and operations. Everest Canada, Everest Indemnity and Everest National are subject to similar regulation and, in addition, Everest National must comply with substantial regulatory requirements in each state where it does business. These additional requirements include, but are not limited to, rate and policy form requirements, requirements with regard to licensing, agent appointments, participation in residual markets and claims handling procedures. These regulations are primarily designed for the protection of policyholders. LICENSES. Ordinarily, in the United States, a primary insurer will only enter into reinsurance agreements if it can obtain credit for the reinsurance on its statutory financial statements. Credit is usually granted when the reinsurer is licensed or accredited in a state where the primary insurer is domiciled. In addition, many states permit credit for reinsurance ceded to a reinsurer that is domiciled and licensed in another state. Such a reinsurer must meet certain financial requirements and, in some instances, the domiciliary state of such a reinsurer must have substantially similar reinsurance credit law requirements as the domiciliary state of the primary insurer or if credit for reinsurance is not available, the primary insurer may reduce its liabilities on its statutory financial statements if it is provided with collateral to secure the reinsurer's obligations. Everest Re is a licensed property/casualty insurer and/or reinsurer in all states and the District of Columbia with the exception of Nevada, North Carolina, West Virginia and Wyoming. In New Hampshire and Puerto Rico, Everest Re is licensed for reinsurance only. Everest Re is licensed as a property/casualty reinsurer in Canada. It is also authorized to conduct reinsurance business in the United Kingdom, Hong Kong and Singapore. Everest Re can also write reinsurance in other foreign countries. Because some jurisdictions require a reinsurer to register in order to be an acceptable market for local insurers, Everest Re is registered as a foreign insurer and/or reinsurer in the following countries: Argentina, Bolivia, Chile, Colombia, Ecuador, Guatemala, Mexico, Peru, Venezuela and the Philippines. Everest National is licensed in 39 states and the District of Columbia. Everest Indemnity is licensed in Delaware and is eligible to write insurance on a surplus lines basis in 11 states and the District of Columbia. Everest Canada is federally licensed under the Insurance Companies Act of Canada and licensed in all Canadian provinces and territories. PERIODIC EXAMINATIONS. Everest Re, Everest National and Everest Indemnity are subject to examination of their affairs by the insurance departments of the states in which they are licensed, authorized or accredited. Delaware and Arizona, the domiciliary states of Everest Re and Everest Indemnity, and Everest National, respectively, usually conduct examinations of domestic companies every 3 years and may do so at such other times as are deemed advisable by the respective insurance commissioner. Everest Re's and Everest National's last examination reports were as of December 31, 1994. Neither report contained any material recommendations. Everest Indemnity's last examination report was conducted upon its organization in 1997. This report did not contain any material recommendations. NAIC RISK-BASED CAPITAL REQUIREMENTS. The NAIC has instituted a formula to measure the amount of capital appropriate for a property and casualty insurance company to support its overall business operations in light of its size and risk profile. The major categories of a company's risk profile are its asset risk, credit risk, and underwriting risk. The new standards are an effort by the NAIC to prevent insolvencies, to ward off other financial difficulties of insurance companies, and to establish uniform regulatory standards among state insurance departments. Under the approved formula, a company's statutory surplus is compared to its risk based capital (RBC). If this ratio is above a minimum threshold, no action is necessary. Below this threshold are four distinct action levels at which a regulator can intervene with increasing degrees of authority over a domestic insurer as the ratio of surplus to RBC decreases. The mildest intervention requires the company to submit a plan of appropriate corrective actions. The most severe action requires the company to be rehabilitated or liquidated. 20 Based upon Everest Re's, Everest National's and Everest Indemnity's financial positions at December 31, 1997, Everest Re, Everest National and Everest Indemnity exceed the minimum thresholds. Various proposals to change the RBC formula have been proposed. The Company is unable to predict whether any such proposal will be adopted, the form in which any such proposals would be adopted or the effect, if any, the adoption of any such proposal or change in the RBC calculations would have on the Company. LEGISLATIVE AND REGULATORY PROPOSALS. Various regulatory and legislative changes have from time to time been proposed that could affect reinsurers and insurers. Among the proposals that have in the past been or are at present being considered are the possible introduction of federal regulation in addition to, or in lieu of, the current system of state regulation of insurers, Superfund re-authorization, modernization of financial services regulation, product liability and tort reform, state and federal involvement in insuring catastrophes, limitations on the ability of primary insurance carriers to effect premium rate increases or to cancel or not renew existing policies, modifications to investment limitations, creation of interstate compacts for multi-state insurer receivership proceedings or multi-state insurance regulation and the codification of Statutory Accounting Principles. The Company is unable to predict whether any of these proposals will be adopted, the form in which any such proposals would be adopted, or the impact, if any, such adoption would have on the Company. ITEM 2. PROPERTIES Everest Re's corporate offices are located in Liberty Corner, New Jersey, and occupy approximately 112,000 square feet of office space under a sublease with The Prudential Insurance Company of America that expires on November 29, 2003. Everest Re's other ten office locations occupy a total of approximately 62,600 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. LEGAL PROCEEDINGS The Company is involved in litigation and arbitration in the normal course of its business. Management does not believe that any such pending litigation or arbitration will have a material adverse effect on the Company's results of operations, financial condition and cash flows. However, no assurance can be given as to the decisions that may be rendered by the courts or arbitration panels in any of such litigation and arbitration matters. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. (A) MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION Since October 3, 1995, the common stock of Holdings has been traded on the New York Stock Exchange under the symbol "RE". Quarterly high and low market prices of Holdings' common stock in 1997 and 1996 were as follows: High Low ---------------------- First Quarter 1997: 32.75 26.00 Second Quarter 1997: 40.25 26.75 Third Quarter 1997: 41.125 34.50 Fourth Quarter 1997: 43.00 33.00 First Quarter 1996: 25.125 20.125 Second Quarter 1996: 26.50 21.375 Third Quarter 1996: 26.50 22.50 Fourth Quarter 1996: 29.50 23.875 NUMBER OF HOLDERS OF COMMON STOCK The number of record holders of common stock as of March 2, 1998 was 108. That number excludes the beneficial owners of shares held in "street" names or held through participants in depositories, such as The Depository Trust Company. 21 DIVIDEND HISTORY AND RESTRICTIONS In 1995, the Board of Directors of the Company established a policy of declaring regular quarterly cash dividends. The first such dividend was $0.03 per share, declared and paid in the fourth quarter of 1995. The Company declared and paid its regular quarterly cash dividend of $0.03 per share for each quarter of 1996. The Company declared and paid its regular quarterly cash dividend of $0.04 per share for each quarter of 1997. On February 26, 1998, the Board of Directors raised the quarterly dividend to $0.05 per share and declared a dividend, payable on or before March 27, 1998 to shareholders of record on March 9, 1998. The declaration and payment of future dividends, if any, by the Company will be at the discretion of the Board of Directors and will depend upon many factors, including the Company's earnings, financial condition and business needs, capital and surplus requirements of the Company's operating subsidiaries, regulatory considerations and other factors, and the ability of Everest Re to pay dividends to the Company. As an insurance holding company, the Company depends on payments from Everest Re to pay cash dividends to stockholders. The payment of dividends by Everest Re is subject to certain limitations imposed by the Delaware Code. See "Regulatory Matters -- Dividends by Everest Re" and Note 10A of Notes to Consolidated Financial Statements. (B) RECENT SALES OF UNREGISTERED SECURITIES Information required by Item 701 of Regulation S-K: (a) On October 1, 1997, 1,085 common shares of the Company (previously held as treasury shares) were distributed. (b) The securities were distributed to the Company's five non-employee Directors. (c) The securities were issued as compensation to the non-employee Directors for services rendered to the Company during the third quarter of 1997. (d) Exemption from registration was claimed pursuant to Section 4(2) of the Securities Act of 1933. There was no public offering and the participants in the transactions were the Company and its non-employee Directors. (e) Not applicable. ITEM 6. SELECTED FINANCIAL DATA The following selected consolidated GAAP financial data of the Company as of and for the years ended December 31, 1997, 1996, 1995, 1994 and 1993 were derived from the consolidated financial statements of the Company, which were audited by Coopers and Lybrand L.L.P. (1997 and 1996) and Deloitte and Touche LLP (1993 - 1995), independent auditors. The statutory data have been derived from statutory financial statements of Everest Re filed with the Delaware Insurance Department. Such statutory financial statements are prepared in accordance with SAP, which differ from GAAP. The statutory financial statements are unconsolidated and reflect the net assets of Everest Re's subsidiaries, Everest Ltd., Everest National, Everest Canada and Everest Indemnity on the equity method. The following financial data should be read in conjunction with the Consolidated Financial Statements and accompanying notes. The supplemental information for 1995 excludes the effects of an IPO-related premium charge of $140.0 million ($91.0 million after taxes) for the Stop Loss Agreement and an IPO-related compensation expense charge of $13.3 million ($8.7 million after taxes) principally for stock awards to the Company's Chief Executive Officer. Such supplemental information is presented to facilitate an understanding of the impact on the Company's results of operations of these non-recurring charges, but should not, however, be considered as an alternative to the respective amounts determined in accordance with GAAP as an indicator of the Company's operating performance. 22 Years Ended December 31, ---------------------------------------------------------------- (Dollars in millions, except 1997 1996 1995 1994 1993 per share amounts) ---------------------------------------------------------------- Operating data: Gross premiums written $ 1,075.0 $ 1,044.0 $ 949.5 $ 953.2 $ 918.1 Net premiums written 1,031.1 1,030.5 783.2 863.2 892.3 Net premiums earned 1,049.8 973.6 753.3 853.3 883.2 Net investment income 228.5 191.9 166.0 143.6 141.1 Net realized capital gains (losses)(1) 15.9 5.7 33.8 (10.5) 78.8 Total revenue 1,299.2 1,169.3 948.9 982.8 1,098.3 Losses and LAE incurred (including catastrophes) 765.4 716.0 674.7 720.8 687.4 Catastrophe losses(2): Hurricane Andrew - - 0.5 3.9 30.4 Northridge earthquake - - - 70.9 - Other(3) 8.6 7.1 30.9 7.1 (7.8) Total catastrophe losses(4) 8.6 7.1 31.4 81.9 22.7 Commission, brokerage, taxes and fees 274.8 254.6 227.4 197.9 189.6 Other underwriting expenses 51.7 54.9 60.0 68.3 64.7 Compensation related to public offering - - 13.3 - - Restructuring and early retirement costs - - - 7.8 - Total expenses(4) 1,091.9 1,025.5 975.4 994.8 941.7 Income (loss) before taxes(4) 207.3 143.8 (26.6) (12.0) 156.5 Income tax (benefit) 52.3 31.8 (27.3) (22.6) 30.2 Net income (4) $ 155.0 $ 112.0 $ 0.7 $ 10.7 $ 126.4 ================================================================ Net income per basic share (5) $ 3.07 $ 2.22 $ 0.01 $ 0.21 $ 2.53 ================================================================ Net income per diluted share (6) $ 3.05 $ 2.21 $ 0.01 $ 0.21 $ 2.53 ================================================================ Dividends paid per share $ 0.16 $ 0.12 $ 0.14 $ 0.15 $ - ================================================================ Certain GAAP financial ratios: Loss and LAE ratio(7) 72.9% 73.5% 89.6% 84.5% 77.8% Underwriting expense ratio(8) 31.1 31.8 39.9 31.2 28.8 ---------------------------------------------------------------- Combined ratio 104.0% 105.3% 129.5% 115.7% 106.6% ================================================================ Certain SAP data(9): Ratio of net premiums written to surplus(10) 1.4x 1.2x 1.0x 1.2x 1.3x Statutory surplus $ 908.8 $ 772.7 $ 686.9 $ 600.7 $ 607.7 Loss and LAE ratio(11) 75.7% 71.2% 92.2% 85.8% 81.0% Underwriting expense ratio(12) 25.6 31.7 38.9 32.6 29.1 ---------------------------------------------------------------- Combined ratio 101.3% 102.9% 131.1% 118.4% 110.1% ================================================================ Balance sheet data (at end of period): Total investments and cash $ 4,163.3 $ 3,624.6 $3,238.3 $2,573.2 $ 2,610.8 Total assets 5,538.0 5,047.8 4,647.8 4,040.6 3,920.6 Loss and LAE reserves 3,437.8 3,246.9 2,969.3 2,706.4 2,540.1 Total liabilities 4,230.5 3,961.7 3,664.2 3,299.6 3,045.2 Stockholders' equity(13) 1,307.5 1,086.0 983.6 741.0 875.4 Book value per share(14) 25.90 21.51 19.36 14.82 17.51 Supplemental information, excluding IPO-related charges: Net premiums written $ 923.2 Net premiums earned 893.3 Income before taxes 126.8 Net income $ 100.4 ======== Net income per basic and diluted share $ 2.00 ======== Supplemental GAAP financial ratios: Loss and LAE ratio 75.5% Underwriting expense ratio 32.2 -------- Combined ratio 107.7% ======== Supplemental SAP data: Ratio of net premiums written to surplus 1.2x Loss and LAE ratio 75.5% Underwriting expense ratio 32.0 -------- Combined ratio 107.5% ======== 23 - ----------- (1) After-tax operating income (loss), before after-tax net realized capital gains or losses, was $144.6 million (or $2.86 per basic share and $2.85 per diluted share), $108.3 million (or $2.14 per basic and diluted share), ($21.2) million (or ($0.42) per basic and diluted share), $17.5 million (or $0.35 per basic and diluted share) and $75.2 million (or $1.50 per basic and diluted share) for the years ended December 31, 1997, 1996, 1995, 1994 and 1993, respectively. Supplemental after-tax operating income, before net realized gains and excluding IPO-related charges was, $78.4 million (or $1.56 per basic and diluted share) for the year ended December 31, 1995. (2) Catastrophe losses are net of reinsurance. A catastrophe is defined, for purposes of the Selected Consolidated Financial Data, as an event that causes a pre-tax loss before reinsurance of at least $5.0 million and has an event date of January 1, 1988 or later. (3) Other catastrophe losses include adverse (favorable) development on loss reserves for other catastrophes occurring on or after January 1, 1988. (4) Some amounts may not reconcile due to rounding. (5) Based on weighted average basic shares outstanding of 50.5 million, 50.6 million, 50.2 million, 50.0 million and 50.0 million for 1997, 1996, 1995, 1994 and 1993, respectively. (6) Based on weighted average diluted shares outstanding of 50.8 million, 50.7 million, 50.2 million, 50.0 million and 50.0 million for 1997, 1996, 1995, 1994 and 1993, respectively. (7) GAAP losses and LAE incurred as a percentage of GAAP net premiums earned. (8) GAAP underwriting expenses as a percentage of GAAP net premiums earned. Including restructuring and early retirement costs, incurred in the fourth quarter of 1994, the Company's GAAP underwriting expense ratio in 1994 was 32.1%. (9) Statutory results are on a Everest Re legal entity basis; consequently, investments in subsidiary operations are accounted for on an equity basis. Effective January 1, 1997, the reinsurance operations of Everest Ltd. were transferred to Everest Re on a portfolio basis. Excluding the impact of the portfolio transaction, the 1997 ratio of net written premiums to surplus, the 1997 loss and LAE ratio, the 1997 underwriting expense ratio and the 1997 combined ratio were 1.1x, 70.5%, 32.2% and 102.7%, respectively. (10) Statutory net premiums written as a percentage of period-end surplus. (11) Statutory losses and LAE incurred as a percentage of SAP net premiums earned. (12) Statutory underwriting expenses as a percentage of SAP net premiums written. (13) Excluding net unrealized appreciation (depreciation) of investments, stockholder's equity was $1,147.1 million, $1,008.3 million, $899.9 million, $799.1 million and $794.6 million as of December 31, 1997, 1996, 1995, 1994 and 1993, respectively. (14) Based on 50.5 million shares outstanding for December 31, 1997 and 1996, 50.8 million shares outstanding for December 31, 1995 and 50.0 million shares outstanding for December 31, 1994 and 1993, respectively. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS INDUSTRY CONDITIONS. Since 1987, a number of factors, including global competition, the emergence of significant reinsurance capacity from the Bermuda and rejuvenated Lloyds' markets, higher retentions by primary insurance companies and consolidation in the insurance industry, have caused increasingly competitive market conditions across most lines of business and have influenced the softening of prices and contract terms in the current market place. The Company cannot predict with any reasonable certainty, if, when or to what extent market conditions as a whole will change. See "Business-Competition" for a further discussion. INITIAL PUBLIC OFFERING. On October 6, 1995 the Company's former ultimate parent, The Prudential Insurance Company of America, ("The Prudential"), completed an initial public offering ("IPO") of 100% of the outstanding stock of the Company. In connection with the IPO, the Company incurred a non-recurring premium charge of $140.0 million ($91.0 million after-tax) for aggregate excess of loss reinsurance coverage (the "Stop Loss Agreement") provided by Gibraltar Casualty Company ("Gibraltar") an affiliate of the former parent. This coverage protects the Company's consolidated earnings against up to $375.0 million of the first $400.0 million of adverse development, if any, on the Company's consolidated reserves for losses, allocated loss adjustment expenses and uncollectible reinsurance at June 30, 1995 (December 31, 1994 for catastrophe losses). At the same time, The Prudential paid $140.0 million to the Company, of which amount $91.0 million was a contribution to capital and $49.0 million was a payment in respect of the tax benefit of the premium paid for the Stop Loss Agreement. In addition, the Company incurred $13.3 million ($8.7 million after-tax) of non-recurring compensation expense, including $12.5 million in connection with IPO-related stock awards to the Chief Executive Officer. All of these IPO-related transactions had the effect of reducing cash flow for 1995 by $0.8 million and increasing stockholders' equity by $3.8 million. The following table shows the Company's 1995 results of operations as reported in the accompanying statement of operations and as adjusted to exclude these IPO-related charges: 24 IPO related (Dollars in thousands) As reported charges As adjusted ------------------------------------------- Revenues: Net earned premiums $ 753,321 $ 140,000 $ 893,321 Net investment income 166,023 0 166,023 Other income (loss) (4,315) 0 (4,315) Net realized capital gains 33,835 0 33,835 ------------------------------------------- 948,864 140,000 1,088,864 ------------------------------------------- Claims and expenses: Incurred losses and loss adjustment expenses 674,696 0 674,696 Commission, brokerage, taxes and fees 227,376 0 227,376 Other underwriting expenses 60,017 0 60,017 Compensation related to public offering 13,343 (13,343) 0 ------------------------------------------- 975,432 (13,343) 962,089 ------------------------------------------- INCOME (LOSS) BEFORE TAXES (26,568) 153,343 126,775 Income tax (benefit) (27,315) 53,670 26,355 ------------------------------------------- NET INCOME $ 747 $ 99,673 $ 100,420 =========================================== YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996 The following discussion and analysis is focused on a comparison of 1997 results of operations to 1996 results of operations. PREMIUMS. Gross premiums written increased 3.0% to $1,075.0 million in 1997 from $1,044.0 million in 1996, as the Company maintained a cautious approach to the increasingly competitive market conditions. Factors contributing to this increase included a 5.9% ($18.2 million) increase in U.S. broker treaty premiums, largely attributable to product line expansion, a 6.6% ($9.8 million) increase in U.S. direct treaty reinsurance and insurance due to the growth in primary insurance written through Everest National, a 2.6% ($8.8 million) increase in international premiums, and a 0.3% ($0.5 million) increase in marine, aviation, and surety premiums. These increases were partially offset by a 7.2% ($6.4 million) decrease in facultative premiums. Ceded premiums increased by 224.7% to $43.8 million in 1997 from $13.5 million in 1996, principally as a result of a return premium in 1996 under the Company's catastrophe retrocessional protection, coupled with increased retrocessional protections for international catastrophe exposures and increases in the Company's contract specific retrocessions in 1997. Net premiums written increased by 0.1% to $1,031.1 million in 1997 from $1,030.5 million in 1996, reflecting the growth in U.S. broker, U.S. direct treaty reinsurance and insurance, international and marine, aviation and surety gross written premiums offset by the decrease in facultative gross premiums written and the increase in ceded premiums. REVENUES. Net premiums earned increased by 7.8% to $1,049.8 million in 1997 from $973.6 million in 1996, with the increase attributable to normal earnings patterns coupled with a decrease in the rate of written premium growth. Net investment income increased 19.1% to $228.5 million in 1997 from $191.9 million in 1996, reflecting the effect of investing the $376.4 million of cash flow from operating activities in 1997 and the increase in the Company's pre-tax yield on average cash and invested assets to 5.9% in 1997 from 5.6% in 1996. Net realized capital gains increased 179.5% to $15.9 million in 1997 from $5.7 million in 1996, with the gains in both periods mainly arising from activity in the Company's portfolio of equity securities, including, in 1997, a $14.0 million gain on the sale of the Company's remaining investment in the common stock of Corporacion MAPFRE, a publicly traded Spanish insurer. EXPENSES. Incurred losses and loss adjustment expenses ("LAE") increased by 6.9% to $765.4 million in 1997 from $716.0 million in 1996. The Company's loss and LAE ratio decreased by 0.6 percentage points to 72.9% in 1997 from 73.5% in 1996. This improvement was attributable principally to changes in the Company's business mix consistent with the Company's underwriting strategy together with modest and comparable catastrophe losses in both years. Net incurred losses and LAE for 1997 reflected ceded losses and LAE of $109.6 million, including $45.0 million ceded under the Stop Loss Agreement, compared to ceded losses and LAE of $206.0 million in 1996, including $116.5 million ceded under the Stop Loss Agreement. 25 Underwriting expenses increased by 5.5% to $326.5 million in 1997 from $309.5 million in 1996. Commission, brokerage, taxes and fees increased by $20.2 million attributable primarily to increases in written premium and changes in the Company's business mix. Other underwriting expenses decreased by $3.2 million, as the impact of the continued reductions in the number of employees over the course of 1996 and 1997 together with other cost reduction initiatives more than offset the impact of salary and other expense increases that were generally in line with inflation. The Company's expense ratio decreased by 0.7 points to 31.1% in 1997 from 31.8% in 1996 as the increase of premiums earned more than offset the increases in underwriting expenses. The Company's combined ratio decreased by 1.3 points to 104.0% in 1997 from 105.3% in 1996, reflecting the lower loss ratio and increased premiums. INCOME TAXES. The Company had income tax expense of $52.3 million in 1997 compared to $31.8 million in 1996, with the difference substantially attributable to the improvement in pre-tax income to $207.3 million in 1997 from $143.8 million in 1996. NET INCOME. Net income was $155.0 million in 1997 compared to $112.0 million in 1996. This improvement mainly reflects higher premiums earned, higher investment income, higher capital gains and a lower combined ratio, offset by higher income taxes. YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 The following discussion and analysis is focused on a comparison of 1996 results of operations to 1995 results of operations, as adjusted to exclude the IPO-related charges. PREMIUMS. Gross premiums written increased 10.0% to $1,044.0 million in 1996 from $949.5 million in 1995. Factors contributing to this increase included a 21.8% ($55.0 million) increase in U.S. broker treaty premiums, principally from increased writings in specialty casualty, workers' compensation and substandard automobile lines, a 21.6% ($26.4 million) increase in U.S. direct treaty reinsurance and insurance due to the growth in primary insurance written through Everest National and a 28.9% ($19.9 million) increase in U.S. facultative premiums, reflecting growth in casualty and specialty casualty lines, as the unit completed its first full year after its major restructuring and took advantage of significant dislocation in the market. These increases were partially offset by a 3.5% ($5.8 million) decrease in marine, aviation and surety premiums and a 0.3% ($0.9 million) decrease in international premiums. Ceded premiums, as adjusted, decreased by 48.7% to $13.5 million in 1996 from $26.3 million in 1995, principally as a result of a return premium under the Company's catastrophe retrocessional protection, partially offset by increases in common account retrocessions by ceding sources. Net premiums written, as adjusted, increased by 11.6% to $1,030.5 million in 1996 from $923.2 million in 1995, reflecting the growth in U.S. broker, U.S. direct treaty reinsurance and insurance and facultative gross written premiums coupled with decreased retrocessional costs. REVENUES. Net premiums earned, as adjusted, increased by 9.0% to $973.6 million in 1996 from $893.3 million in 1995, generally consistent with the change in net premiums written. Net investment income increased 15.6% to $191.9 million in 1996 from $166.0 million in 1995, reflecting the effect of investing the $414.0 million of cash flow from operating activities in 1996. The Company's pre-tax yield on average cash and invested assets decreased to 5.6% in 1996 from 5.7% in 1995 reflecting the dilutive effect of new money investment rates. Net realized capital gains decreased 83.1% to $5.7 million in 1996 from $33.8 million in 1995, principally reflecting the sale in 1995 of one half of the Company's investment in the common stock of Corporacion MAPFRE. Realized capital gains on the sale of equity securities totalled $17.4 million in 1996, as generally favorable conditions continued in the U.S. equity securities market, and were partially offset by $11.7 million in realized capital losses on the sale of fixed maturities. EXPENSES. Incurred losses and LAE increased by 6.1% to $716.0 million in 1996 from $674.7 million in 1995. Catastrophe losses on events with ultimate gross losses estimated at $5.0 million or greater ("catastrophe losses") in 1996 were $7.1 million, which included $10.0 million estimated for Hurricane Fran and $2.9 million of net favorable development on prior year occurrences, compared with $31.4 million in 1995, which included $30.9 million estimated for the Kobe, Japan earthquake and Hurricanes Marilyn and Opal and $0.5 million of net adverse development on prior year occurrences. The Company's loss and LAE ratio, as adjusted, decreased by 2.0 percentage points to 73.5% in 1996 from 75.5% in 1995. This improvement was attributable principally to the lower catastrophe losses and changes in 26 the Company's business mix in line with the new underwriting strategy. Net incurred losses and LAE for 1996 reflected ceded losses and LAE of $206.0 million, including $116.5 million ceded under the Stop Loss Agreement, compared to ceded losses and LAE of $119.1 million in 1995, including $23.7 million ceded under the Stop Loss Agreement. Underwriting expenses, as adjusted, increased by 7.7% to $309.5 million in 1996 from $287.4 million in 1995. Commission, brokerage, taxes and fees increased by $27.2 million attributable primarily to increases in written premium and changes in the Company's business mix. Other underwriting expenses decreased by $5.1 million, as the impact of the significant reduction in employees over the course of 1995 and 1996 and other cost reduction initiatives more than offset the impact of salary and other expense increases that were generally in line with inflation. The Company's expense ratio, as adjusted, decreased by 0.4 points to 31.8% in 1996 from 32.2% in 1995 as the increase of premiums earned more than offset the increases in underwriting expenses. The Company's combined ratio, as adjusted, decreased by 2.4 points to 105.3% in 1996 from 107.7% in 1995, reflecting the lower loss and expense ratios and increased premiums. INCOME TAXES. The Company had income tax expense, as adjusted, of $31.8 million in 1996 compared to $26.4 million in 1995, with the difference substantially attributable to the improvement in pre-tax income to $143.8 million in 1996 from $126.8 million in 1995. NET INCOME. Net income was $112.0 million in 1996 compared to $100.4 million, as adjusted, in 1995. This improvement mainly reflects higher premiums earned, higher investment income and a lower combined ratio, offset by lower realized capital gains and higher income taxes. FINANCIAL CONDITION CASH AND INVESTED ASSETS. Aggregate invested assets, including cash and short-term investments, were $4,163.3 million at December 31, 1997, $3,624.6 million at December 31, 1996 and $3,238.3 million at December 31, 1995. The change in invested assets resulted primarily from cash flows from operations generated during the period together with net realized and unrealized gains (losses) on investments. LOSS AND LAE RESERVES GENERAL. Gross loss and LAE reserves totaled $3,437.8 million at December 31, 1997, $3,246.9 million at December 31, 1996 and $2,969.3 million at December 31, 1995. These increases were consistent with the continued growth in the Company's book of business. Everest Re maintains reserves to cover its estimated ultimate liability for losses and LAE with respect to reported and unreported claims. Because reserves are estimates of ultimate losses and LAE, management monitors reserve adequacy over time, evaluating new information as it becomes known and adjusting reserves, as necessary. Management considers many factors when setting reserves, including: (i) current legal interpretations of coverage and liability; (ii) economic conditions; (iii) internal methodologies which analyze Everest Re's experience with similar cases, information from ceding companies and historical trends, such as reserving patterns, loss payments, pending levels of unpaid claims and product mix; and (iv) the uncertainties discussed below regarding reserve requirements for asbestos and environmental claims. Based on these considerations, management believes that adequate provision has been made for Everest Re's loss and LAE reserves. Actual losses and LAE ultimately paid may deviate, perhaps substantially, from such reserves. ASBESTOS AND ENVIRONMENTAL EXPOSURES. Everest Re's asbestos claims typically involve liability or potential liability for bodily injury from exposure to asbestos or liability for property damage resulting from asbestos or asbestos containing materials. Everest Re's environmental claims typically involve potential liability for the mitigation or remediation of environmental contamination or bodily injury or property damages caused by the release of hazardous substances into the land, air or water. In addition to the previously described general uncertainties inherent in estimating reserves, there are significant uncertainties in estimating the amount of Everest Re's potential losses from asbestos and environmental claims. Among the complications are: (i) potentially long waiting periods between exposure and manifestation of any bodily injury or property damage; (ii) difficulty in identifying sources of asbestos or environmental contamination; (iii) difficulty in properly allocating responsibility and/or liability for asbestos or environmental damage;(iv) changes in underlying laws and judicial interpretation of those laws; (v) potential for an asbestos or environmental claim to involve many insurance providers over many policy periods; (vi) long reporting delays, both from insureds to insurance companies and ceding companies to reinsurers; (vii) limited historical data concerning asbestos and environmental losses; (viii) questions concerning interpretation and application of insurance and reinsurance coverage; and (ix) uncertainty regarding the number and identity of insureds with potential asbestos or environmental exposure. 27 Management believes that these issues are not likely to be resolved in the near future. Everest Re establishes reserves to the extent that, in the judgment of management, the facts and prevailing law reflect an exposure for Everest Re or its ceding company. Due to the uncertainties discussed above, the ultimate losses may vary materially from current loss reserves and, if coverage under the Stop Loss Agreement were exhausted, could have a material adverse effect on the Company's future financial condition, results of operations and cash flows. The table below summarizes reserves and claim activity for asbestos and environmental claims, on both a gross and net of ceded reinsurance basis, for the periods indicated: Asbestos and Environmental Reserves Years Ended December 31, -------------------------------- (Dollars in millions) 1997 1996 1995 -------------------------------- Gross Basis: Beginning of period reserves $ 423.3 $ 428.5 $ 445.5 -------------------------------- Incurred losses and LAE: Reported losses 80.5 36.7 31.9 Change in IBNR 3.2 (6.7) (14.6) -------------------------------- Total 83.7 30.0 17.3 Paid losses (60.9) (35.2) (34.3) -------------------------------- End of period reserves $ 446.1 $ 423.3 $ 428.5 ================================ Net Basis: Beginning of period reserves $ 199.6 $ 186.0 $ 203.7 -------------------------------- Incurred losses and LAE: Reported losses (18.3) (4.4) 5.5 Change in IBNR 21.8 4.4 (5.5) -------------------------------- Total (1) 3.5 0.0 0.0 Paid losses (2) 9.3 13.6 (17.7) -------------------------------- End of period reserves $ 212.4 $ 199.6 $ 186.0 ================================ - ---------- (1) Net of $41.2 million in 1997, $24.2 million in 1996 and $16.7 million in 1995 ceded under the incurred loss reimbursement feature of the Stop Loss Agreement. (2) Net of $22.6 million in 1997, $34.5 million in 1996 and $5.0 million in 1995 ceded as paid losses under the Stop Loss Agreement. The $233.7 million of reinsurance receivables as of December 31, 1997 was attributable principally to two retrocessional arrangements: (i) $135.4 million was due from various insurance and reinsurance companies, including Gibraltar, in connection with their participation in Everest Re's management underwriting facility ("MUF"), a reinsurance arrangement begun in 1977 pursuant to which Everest Re ceded certain reinsurance and direct excess insurance business; and (ii) $91.5 million was due as a result of the Company's former direct excess insurance operations, which ceased writing business in 1985 and which has been 100% ceded to Gibraltar since 1986. STOP LOSS AGREEMENT AND PRUDENTIAL GUARANTEES. To the extent reserves as of June 30, 1995 (December 31, 1994 for catastrophe losses) for losses, allocated LAE and uncollectible reinsurance experience adverse development ("Adverse Development"), Everest Re is entitled, at the time reserves are increased, to payments under the Stop Loss Agreement, subject to the limit and other terms thereof. Gibraltar's obligations to make payments to Everest Re under the Stop Loss Agreement are guaranteed by The Prudential. Management expects that the general effect of the Stop Loss Agreement will be to protect the Company's consolidated earnings against up to $375.0 million of the first $400.0 million of Adverse Development. There can be no assurance, however, that the Company's net liability for such Adverse Development will be limited to $25.0 million. With respect to liquidity, the incurred loss reimbursement features of these agreements provide the Company with cash on or prior to the time it is required to make payment on account of such Adverse Development. Through December 31, 1997, cessions under the Stop Loss Agreement have aggregated $185.2 million with remaining limits available of $189.8 million as respects the next $210.9 million of Adverse Development. STOCKHOLDERS' EQUITY. Holdings' stockholders' equity increased to $1,307.5 million as of December 31, 1997 from $1,086.0 million as of December 31, 1996 principally reflecting $146.9 million in retained earnings for the year and an increase of $82.6 million in unrealized appreciation of investments. Stockholders' equity as of December 31, 1996 28 increased to $1,086.0 million from $983.6 million as of December 31, 1995 principally reflecting an increase of $106.0 million in retained earnings. Dividends of $8.1 million, $6.1 million and $7.0 million were declared and paid by Holdings in 1997, 1996 and 1995, respectively. Holdings' stockholders' equity exceeded Everest Re's statutory-basis surplus by $398.7 million at December 31, 1997. The primary differences between GAAP and SAP as they relate to the Company are: (i) the deferral of acquisition costs under GAAP, which are immediately expensed under SAP; (ii) the provision for deferred taxes on temporary tax differences under GAAP, which are excluded under SAP; and (iii) the carrying at market value of fixed maturities available for sale under GAAP, as compared to at amortized cost under SAP. LIQUIDITY AND CAPITAL RESOURCES EVEREST RE. Everest Re's liquidity requirements are met on both a short- and long-term basis by funds provided by premiums collected, investment income and collected reinsurance receivables balances, and from the sale and maturity of investments. The Company's net cash flows from operating activities were $376.4 million, $414.0 million and $397.9 million, as adjusted, in 1997, 1996 and 1995, respectively. The decreases from 1996 in cash provided by operating activities were principally a result of increases in net paid losses offset by improved profitability. Recoveries under the Company's Stop Loss Agreement with Gibraltar contributed $99.8 million, $53.4 million and $12.0 million of such net cash flows in 1997, 1996 and 1995 respectively. Proceeds and applications from sales and acquisitions of investment assets were $1,077.0 million and $1,482.8 million, respectively, in 1997, compared to $1,632.9 million and $2,014.9 million, respectively, in 1996 and $1,101.0 million and $1,494.7 million, respectively, in 1995. Everest Re's current investment strategy seeks to maximize after-tax income through a high quality, diversified, duration sensitive, taxable bond and tax-exempt municipal bond portfolio, while maintaining an adequate level of liquidity. EXPOSURE TO CATASTROPHES. As with other reinsurers, Everest Re's operating results and financial condition can be adversely affected by volatile and unpredictable natural and other disasters, such as hurricanes, windstorms, earthquakes, floods, fires and explosions. Although Everest Re attempts to limit its exposure to acceptable levels, it is possible that an actual catastrophic event or multiple catastrophic events could have a material adverse effect on the financial condition, results of operations and cash flows of the Company. The Company maintains a corporate-level retrocessional protection program, above and beyond retrocessions purchased with respect to specific assumed coverages, to mitigate the potential impact of catastrophe losses. At December 31, 1997, the attachment point of this program was $25.0 million per catastrophe in the U.S. and $10.0 million per catastrophe outside the U.S. No losses were ceded under the corporate-level retrocession program during 1997 or 1996. All aspects of the retrocession program have been structured to permit the program to be accounted for as reinsurance under SFAS No. 113. HOLDINGS. Holdings is a holding company whose only material asset is the capital stock of Everest Re. Holdings' cash flow will consist primarily of dividends and other permissible payments from Everest Re. Holdings depends upon such payments for funds for general corporate purposes and for the payment of any dividends on its common stock. On June 16, 1997, the Company finalized a 364 day revolving line of credit with First Union National Bank. This credit facility, which will be used for liquidity and general corporate purposes, provides for the borrowing of up to $50 million with interest at a rate selected by the Company equal to either (i) the Base Rate (as defined below), (ii) an adjusted London InterBank Offered Rate ("LIBOR") plus a margin (the "Margin") or (iii) a Money Market Rate, which is a daily uncommitted advised rate. The Base Rate is the higher of the rate of interest established by the bank from time to time as its reference rate in making loans or the Federal Funds rate plus 0.5% per annum. The amount of the Margin and the commitment fee payable to the bank for the credit facility depend upon the insurance strength or claims paying ability ratings of Everest Re. The credit facility agreement requires that Everest Re maintain statutory surplus of not less than $575 million and that the Company not allow its ratio of certain debt to capital to be greater than a specified amount. The payment of dividends to Holdings by Everest Re is subject to limitations imposed by the Delaware Code. Based upon these restrictions, the maximum amount that will be available for payment of dividends to Holdings by Everest Re in 1998 without the prior approval of regulatory authorities is $177.6 million. Everest Re's future cash flow available to Holdings may be influenced by a variety of factors, including cyclical changes in the property and casualty reinsurance market, Everest Re's financial results, insurance regulatory changes and changes in general economic conditions. 29 The availability of such cash flow to Holdings could also be influenced by, among other things, changes in the limitations imposed by the Delaware Code on the payment of dividends by Everest Re. Holdings expects that, absent significant catastrophe losses, such restrictions should not affect Everest Re's ability to declare and pay dividends sufficient to support Holdings' current dividend policy. During 1997, 1996 and 1995 Holdings declared and paid dividends of $8.1 million, $6.1 million and $7.0 million, respectively. On March 21, 1996 the Holdings' Board of Directors approved a stock repurchase plan authorizing the repurchase of an aggregate amount of 2.5 million shares of common stock from time to time in open market transactions. To date, no shares have been repurchased pursuant to this plan. TAX CONSOLIDATION WITH THE PRUDENTIAL The Internal Revenue Service ("IRS") has completed its examinations of The Prudential's tax returns for all years through 1992. As those examinations relate to Everest Re, the IRS has disallowed that portion of the fresh start benefit which relates to 1986 reserve strengthening as defined by the IRS. As a result of conflicting decisions by two U.S. Circuit Courts, the Supreme Court of the United States will consider the issue in reviewing ATLANTIC MUTUAL INSURANCE CO. V. COMMISSIONER to determine whether the Treasury regulation that defines the term "reserve strengthening" is a valid interpretation of the law. The Supreme Court's decision in this case is expected to bring about a uniform resolution of this question. The Company agrees with the petitioner in this case in that the term "reserve strengthening" as used in the statute involves changes in assumptions or methodologies. The Company believes that, because there were no changes in reserving assumptions or methodologies between 1985 and 1986, all increases to reserves in 1986 for which a fresh start benefit was taken are normal reserve additions and, therefore, does not constitute reserve strengthening that is not eligible for the fresh start benefit. If the IRS position prevails, the Company will be required to reimburse The Prudential, thereby incurring an additional charge of approximately $9.4 million, including the after-tax cost of interest through December 31, 1997. YEAR 2000 ISSUES Many computers and software programs were designed to accommodate only two-digit date fields to represent a given year (E.G., "97" represents 1997). It is possible that such systems will not be able to accurately process data containing information about the year 2000 or later. The "year 2000 issue" has the potential to affect the Company through (i) the disruption of the processing of business and general corporate transactions both at the Company and between the Company and other businesses with which it interacts, and (ii) claims which may be brought asserting that costs associated with the issue may be covered under insurance or reinsurance contracts in which the Company participates. The Company depends, in varying degrees, on many computerized information systems, both within the Company and at others with whom it does business, which may be affected by the year 2000 issue. In the absence of a response to the year 2000 issue, the Company could have difficulty efficiently processing transactions, and the costs of doing its business could increase, perhaps materially. To address the issue, the Company has initiated a year 2000 initiative to address potential concerns relating to both the Company's own processing environment and companies with which it does business. Within the Company's own processing environment, a review has been made of all the computer hardware and software the Company uses and whether such hardware and software is year 2000 compliant. With respect to computer hardware, the Company is upgrading or replacing hardware as necessary. Nearly all of the critical computerized business systems used by the Company are based on software products licensed from third parties that specialize in software development. For licensed software which is not yet compliant, the Company has been in contact with the vendors of such software to determine whether such products will be made compliant. Virtually all vendors contacted by the Company have indicated that their products will be made compliant on a timely basis. The Company believes that each of those vendors has a critical business need to make its products compliant and will therefore exercise its best efforts to make its products compliant on a timely basis. With respect to those few products which will not be made year 2000 compliant, the Company is planning to license replacement products which are compliant. The Company has, and expects to use beyond the year 2000, a number of application programs that it has developed internally; the Company has assessed which of those programs are critical to its business and its implemen- tation plan anticipates the modification of those programs. While the Company believes that its computer hardware, software licensed from third parties and internally developed software critical to its business will be made compliant on a timely basis, there can be no assurance that every such product will be compliant on a timely basis and there can be no assurance that there will 30 be no material disruption to the Company's business if such products are not compliant. The Company believes that the actual expenses involved in making its internal processing environment and software licensed from third parties year 2000 compliant will not be material. Because the Company's business relies upon data received from and given to many business partners (E.G., ceding companies) and service providers (E.G., banks), the Company's business could be disrupted if those entities are not year 2000 compliant. The Company has actively surveyed its significant business partners and service providers to determine their compliance status. With respect to entities with which the Company has direct electronic interfaces, meetings have been held to address the compliance issue. The information received to date from business partners and service providers has not identified any significant barriers to year 2000 compliance, and the Company believes that these entities will be sufficiently compliant that the year 2000 issue will not cause material disruption in the Company's business. However, there can be no assurance that there will not be material disruptions to the Company's business or an increase in the cost of the Company's doing business. It is possible that individuals or entities which experience business disruption, increased costs or other problems associated with the year 2000 issue may assert claims against their own insurance carrier to recover such costs or against other entities for damages, which entities may in turn assert that such potential damages are covered by insurance. It is not yet possible to determine whether any such claims will be made against insurers, whether such claims will be held to have merit or whether such claims might be made against insurance or reinsurance contracts in which the Company participates. SAFE HARBOR DISCLOSURE In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the "Act"), the Company sets forth below cautionary statements identifying important factors, among others, that in some cases have affected and that could cause its actual results to differ materially from those which might be projected, forecasted, or estimated in its forward-looking statements, as defined in the Act, made by or on behalf of the Company in press releases, written statements or documents filed with the Securities and Exchange Commission, or in its communications and discussions with investors and analysts in the normal course of business through meetings, phone calls and conference calls. Such statements may include, but are not limited to, projections of premium revenue, investment income, other revenue, losses, expenses, earnings (including earnings per share), cash flows, plans for future operations, common stockholders' equity (including book value per share), investments, financing needs, capital plans, dividends, plans relating to products or services of the Company, and estimates concerning the effects of litigation or other disputes, as well as assumptions for any of the foregoing and are generally expressed with words such as "believes," "estimates," "expects," "anticipates," "plans," "projects," "forecasts," "goals," "could have," "may have" and similar expressions. Undue reliance on any forward-looking statements should be avoided. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's results to differ materially from such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, the following: 1) Changes in the level of competition in the domestic and international reinsurance or primary insurance markets that adversely affect the volume or profitability of the Company's reinsurance or insurance business. These changes include, but are not limited to, the intensification of price and contract terms competition, the entry of new competitors, consolidation in the reinsurance and insurance industry and the development of new products by new and existing competitors; 2) Changes in the demand for reinsurance and insurance products of the type offered by the Company and its ceding insurer customers; 3) The ability of the Company to execute its strategies; 4) Catastrophe losses in the Company's domestic or international reinsurance or insurance business; 5) Adverse development on claim and claim expense liabilities related to business written in prior years, including, but not limited to, evolving case law and its effect on environmental and other latent injury claims, changing government regulations, newly identified toxins, newly reported claims, new theories of liability, or new insurance and reinsurance contract interpretations, to the extent that such adverse development exceeds the limits available under or is not covered by the Stop Loss Agreement; 31 6) Greater than expected loss ratios on reinsurance or insurance written by the Company; 7) Changes in inflation that affect the profitability of the Company's current reinsurance and insurance businesses or the adequacy of its claim and claim expense liabilities; 8) Changes in the Company's retrocessional arrangements; 9) Lower than estimated retrocessional or reinsurance recoveries on losses, including, but not limited to, losses due to a decline in the creditworthiness of the Company's retrocessionaires or reinsurers; 10) Changes in the reinsurance/retrocessional market impacting the Company's ability to cede risks above its desired level of retention. 11) Changes in interest rates, increases in which cause a reduction in the market value of the Company's fixed income investment portfolio, and its common stockholders' equity, and decreases in which cause a reduction of income earned on new cash flow from operations as well as on the reinvestment of the proceeds from sales, calls or maturities of existing investments; 12) Decline in the value of the Company's common equity investments; 13) Changes in the composition of the Company's investment portfolio; 14) Gains or losses related to changes in foreign currency exchange rates; 15) Changes in the role of reinsurance brokers and the relationship of the Company with such brokers; 16) Impact of Year 2000 computer hardware and software issues on the Company's operations and potential for Year 2000 claims under reinsurance and insurance contracts written by the Company; 17) Adverse results in litigation matters, including, but not limited to, litigation related to environmental, asbestos and other potential mass tort claims; 18) Changes in the Company's capital needs; 19) Changes in the Company's ratings; 20) The impact of current and future regulatory environments on the ability of the Company's subsidiaries to enter and exit reinsurance or insurance markets; and 21) Changes in the commission or brokerage levels that competitors are willing to offer to ceding companies, brokers or agents. In addition to the factors outlined above that are directly related to the Company's businesses, the Company is also subject to general business risks, including, but not limited to, adverse state, federal or foreign legislation and regulation, adverse publicity or news coverage, changes in general economic factors, and the loss of key employees. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. 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. 32 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On August 9, 1996, the Company filed a Form 8-K with the Securities and Exchange Commission reporting that Coopers & Lybrand L.L.P. replaced Deloitte & Touche LLP on August 6, 1996 as the Company's independent accountants, with the approval of the Company's audit committee. During the 1994 and 1995 fiscal years and the interim period January 1, 1996 through August 6, 1996, there were no disagreements with Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused them to make reference to the subject matter of the disagreement in their reports. Also, there were no reportable events of the nature described in Regulation S-K Item 304(a)(1)(v) during the Company's 1994 and 1995 fiscal years and the interim period January 1, 1996 through August 6, 1996. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Reference is made to "Election of Directors", "Information Concerning Nominees" and "Information Concerning Continuing Directors and Executive Officers" in the Company's proxy statement for the 1998 Annual Meeting of Stockholders, which will be filed with the Commission within 120 days of the close of the Company's fiscal year ended December 31, 1997 (the "Proxy Statement"), and which are incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Reference is made to "Directors' Compensation" and "Compensation of Executive Officers" in the Proxy Statement, which is incorporated herein by reference, except that the Compensation Committee Report and the Performance Graph are not so incorporated. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Reference is made to "Common Stock Ownership by Directors and Executive Officers" and "Principal Holders of Common Stock" in the Proxy Statement, which are incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Reference is made to "Certain Transactions with Directors" in the Proxy Statement, which is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 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. EXHIBITS The exhibits listed on the accompanying Index to Exhibits on page E-1 are filed as part of this report. REPORTS ON FORM 8-K No reports on Form 8-K were filed during the last quarter of 1997. 33 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 18, 1998. EVEREST REINSURANCE HOLDINGS, INC. By: /s/ JOSEPH V. TARANTO -------------------------------------------- JOSEPH V. TARANTO (CHAIRMAN 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. /s/ JOSEPH V. TARANTO Chairman and Chief March 18, 1998 - ------------------------------ Executive Officer and Joseph V. Taranto Director /s/ ROBERT P. JACOBSON Chief Financial Officer March 18, 1998 - ------------------------------ and Director Robert P. Jacobson /s/ STEPHEN L. LIMAURO Comptroller March 18, 1998 - ------------------------------ Stephen L. Limauro /s/ MARTIN ABRAHAMS Director March 18, 1998 - ------------------------------ Martin Abrahams /s/ KENNETH J. DUFFY Director March 18, 1998 - ------------------------------ Kenneth J. Duffy /s/ JOHN R. DUNNE Director March 18, 1998 - ------------------------------ John R. Dunne /s/ THOMAS J. GALLAGHER Director March 18, 1998 - ------------------------------ Thomas J. Gallagher /s/ WILLIAM F. GALTNEY, JR. Director March 18, 1998 - ------------------------------ William F. Galtney, Jr. /s/ ROBERT A. MULDERIG Director March 18, 1998 - ------------------------------ Robert A. Mulderig 34 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES PAGES ----- EVEREST REINSURANCE HOLDINGS, INC. Reports of Independent Auditors on Financial Statements and Schedules..............................................F-2 Consolidated Balance Sheets at December 31, 1997 and 1996.........................................................F-4 Consolidated Statements of Operations for the years ended December 31, 1997, 1996 and 1995..........................F-5 Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1997, 1996 and 1995..............................................................F-6 Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995..........................F-7 Notes to Consolidated Financial Statements.............................F-8 SCHEDULES I Summary of Investments Other Than Investments in Related Parties at December 31, 1997..................................S-1 II Condensed Financial Information of Registrant: Balance Sheets as of December 31, 1997 and 1996.......................S-2 Statements of Operations for the Years Ended December 31, 1997, 1996 and 1995.....................................S-3 Statements of Cash Flows for the Years Ended December 31, 1997, 1996 and 1995.....................................S-4 III Supplementary Insurance Information as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995................................S-5 IV Reinsurance for the years ended December 31, 1997, 1996 and 1995...................................................S-6 Schedules other than those listed above are omitted for the reason that they are not applicable or the information is otherwise contained in the Financial Statements. F-1 REPORT OF INDEPENDENT ACCOUNTANTS The Stockholders and Board of Directors Everest Reinsurance Holdings, Inc. We have audited the consolidated financial statements and the financial statement schedules of Everest Reinsurance Holdings, Inc. and Subsidiaries ("the Company") as of December 31, 1997 and 1996, and for the years then ended, as listed in the index on page F-1 of this Form 10-K. These consolidated financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedules based upon our audits. We conducted our audits in accordance with generally accepted auditing standards. 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Everest Reinsurance Holdings, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 1997, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. New York, New York February 17, 1998 F-2 INDEPENDENT AUDITORS' REPORT To the Board of Directors and Stockholders of Everest Reinsurance Holdings, Inc. (formerly Prudential Reinsurance Holdings, Inc.) Liberty Corner, New Jersey We have audited the accompanying consolidated statements of income, stockholders' equity, and cash flows of Everest Reinsurance Holdings, Inc. and subsidiaries for the year ended December 31, 1995. Our audit also included the financial statement schedules listed in the Index on page F-1 of this Form 10-K for the year then ended. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, such consolidated statements of income, stockholders' equity, and cash flows present fairly, in all material respects, the results of operations and cash flows of Everest Reinsurance Holdings, Inc. and subsidiaries for the year ended December 31, 1995 in conformity with generally accepted accounting principles. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. As discussed in Note 1I, the accompanying 1995 financial statements have been restated for the adoption of Statement of Financial Accounting Standard Number 128, "Earnings per Share". DELOITTE & TOUCHE LLP Parsippany, New Jersey February 23, 1996 (February 27, 1998 as to Note 1I) F-3 EVEREST REINSURANCE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS As of December 31, ------------------------------------- (Dollars in thousands, except 1997 1996 par value per share) ------------------------------------- ASSETS: Fixed maturities - held to maturity, at amortized cost (market value: 1997, $0; 1996, $88,374) $ - $ 80,522 Fixed maturities - available for sale, at market value (amortized cost: 1997, $3,658,370 ; 1996, $3,194,246) 3,866,860 3,281,972 Equity securities, at market value (cost: 1997, $120,510; 1996, $115,367) 158,784 147,280 Short-term investments 75,244 49,486 Other invested assets 10,848 12,750 Cash 51,578 52,595 ------------------------------------- Total investments and cash 4,163,314 3,624,605 Accrued investment income 60,424 50,211 Premiums receivable 256,191 226,502 Reinsurance receivables 692,473 749,062 Funds held by reinsureds 186,454 173,386 Deferred acquisition costs 82,332 84,123 Prepaid reinsurance premiums 8,980 5,265 Deferred tax asset 74,434 124,664 Other assets 13,418 9,949 ------------------------------------- TOTAL ASSETS $ 5,538,020 $ 5,047,767 ===================================== LIABILITIES: Reserve for losses and adjustment expenses $ 3,437,818 $ 3,246,858 Unearned premium reserve 337,383 355,908 Funds held under reinsurance treaties 190,639 177,921 Losses in the course of payment 55,969 33,386 Contingent commissions 100,027 83,279 Other net payable to reinsurers 13,231 8,779 Current federal income taxes 13,567 25,879 Other liabilities 81,903 29,734 ------------------------------------- Total liabilities 4,230,537 3,961,744 ------------------------------------- Commitments and contingencies (Note 11) STOCKHOLDERS' EQUITY: Preferred stock, par value: $0.01; 50 million shares authorized; no shares issued and outstanding - - Common stock, par value: $0.01; 200 million shares authorized; 50.8 million shares issued 508 508 Additional paid-in capital 389,876 389,196 Unearned compensation (514) (374) Net unrealized appreciation of investments, net of deferred income taxes 160,397 77,766 Cumulative foreign currency translation adjustment, net of deferred income taxes (8,078) (354) Retained earnings 773,380 626,501 Treasury stock, at cost; 0.3 million shares (8,086) (7,220) ------------------------------------- Total stockholders' equity 1,307,483 1,086,023 ------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,538,020 $ 5,047,767 ===================================== The accompanying notes are an integral part of the consolidated financial statements. F-4 EVEREST REINSURANCE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, --------------------------------------------------- (Dollars in thousands, 1997 1996 1995 except per share amounts) --------------------------------------------------- REVENUES: Premiums earned: Before stop loss premium $ 1,049,847 $ 973,611 $ 893,321 Stop loss premium - - 140,000 --------------------------------------------------- Net premiums earned 1,049,847 973,611 753,321 Net investment income 228,546 191,901 166,023 Net realized capital gain 15,916 5,695 33,835 Other income/(loss) 4,880 (1,867) (4,315) --------------------------------------------------- 1,299,189 1,169,340 948,864 --------------------------------------------------- CLAIMS AND EXPENSES: Incurred losses and loss adjustment expenses 765,421 716,033 674,696 Commission, brokerage, taxes and fees 274,796 254,598 227,376 Other underwriting expenses 51,672 54,870 60,017 Compensation related to public offering - - 13,343 --------------------------------------------------- 1,091,889 1,025,501 975,432 --------------------------------------------------- INCOME (LOSS) BEFORE TAXES 207,300 143,839 (26,568) Income tax (benefit) 52,345 31,812 (27,315) --------------------------------------------------- NET INCOME $ 154,955 $ 112,027 $ 747 =================================================== PER SHARE DATA: Average shares outstanding (000's) 50,476 50,567 50,189 Net income per common share - basic $ 3.07 $ 2.22 $ 0.01 =================================================== Average diluted shares outstanding (000's) 50,765 50,711 50,209 Net income per common share - diluted $ 3.05 $ 2.21 $ 0.01 =================================================== The accompanying notes are an integral part of the consolidated financial statements. F-5 EVEREST REINSURANCE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Years Ended December 31, --------------------------------------------------- (Dollars in thousands, 1997 1996 1995 except per share amounts) --------------------------------------------------- COMMON STOCK (shares outstanding): Balance, beginning of period 50,490,273 50,792,869 50,000,000 Issued during the period 22,600 3,800 792,869 Treasury stock acquired during period (37,287) (306,396) - Treasury stock reissued during period 3,685 - - --------------------------------------------------- Balance, end of period 50,479,271 50,490,273 50,792,869 =================================================== COMMON STOCK (par value): Balance, beginning of period $ 508 $ 508 $ 500 Issued during the period - - 8 --------------------------------------------------- Balance, end of period 508 508 508 --------------------------------------------------- ADDITIONAL PAID IN CAPITAL: Balance, beginning of period 389,196 387,349 283,076 Contributions during the period - 1,783 91,000 Common stock issued during the period 636 64 13,273 Treasury stock reissued during period 44 - - --------------------------------------------------- Balance, end of period 389,876 389,196 387,349 --------------------------------------------------- UNEARNED COMPENSATION: Balance, beginning of period (374) (692) - Net increase (decrease) during the period (140) 318 (692) --------------------------------------------------- Balance, end of period (514) (374) (692) --------------------------------------------------- NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS, NET OF DEFERRED INCOME TAXES: Balance, beginning of period 77,766 83,726 (58,172) Net increase (decrease) during the period 82,631 (5,960) 141,898 --------------------------------------------------- Balance, end of period 160,397 77,766 83,726 --------------------------------------------------- CUMULATIVE TRANSLATION ADJUSTMENTS, NET OF DEFERRED INCOME TAXES: Balance, beginning of period (354) (7,838) (11,255) Net increase (decrease) during the period (7,724) 7,484 3,417 --------------------------------------------------- Balance, end of period (8,078) (354) (7,838) --------------------------------------------------- RETAINED EARNINGS: Balance, beginning of period 626,501 520,541 526,818 Net income 154,955 112,027 747 Dividends declared ($0.16 per share in 1997, $0.12 per share in 1996 and $0.14 per share in 1995) (8,076) (6,067) (7,024) --------------------------------------------------- Balance, end of period 773,380 626,501 520,541 --------------------------------------------------- TREASURY STOCK AT COST: Balance, beginning of period (7,220) - - Treasury stock acquired during period (953) (7,220) - Treasury stock reissued during period 87 - - --------------------------------------------------- Balance, end of period (8,086) (7,220) - --------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY, END OF PERIOD $ 1,307,483 $ 1,086,023 $ 983,594 =================================================== The accompanying notes are an integral part of the consolidated financial statements. F-6 EVEREST REINSURANCE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, ------------------------------------------------ (Dollars in thousands) 1997 1996 1995 ------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 154,955 $ 112,027 $ 747 Adjustments to reconcile net income to net cash provided by operating activities: (Increase) decrease in premiums receivable (30,867) 38,285 24,986 (Increase) decrease in funds held by reinsureds, net (1,065) (21,606) 31,511 (Increase) decrease in reinsurance receivables 56,544 (37,084) (20,656) (Increase) decrease in deferred tax asset 10,451 (13,065) (8,143) Increase in reserve for losses and loss adjustment expenses 202,191 281,590 248,789 Increase (decrease) in unearned premiums (16,970) 60,293 30,268 (Increase) decrease in other assets and liabilities 17,706 (1,064) 16,343 Non cash compensation expense (140) 318 12,589 Accrual of bond discount/ amortization of bond premium (500) (46) 4,264 Realized capital (gains) (15,916) (5,695) (33,835) ------------------------------------------------ Net cash provided by operating activities 376,389 413,953 306,863 ------------------------------------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from fixed maturities matured/called - held to maturity 2,155 20,582 30,961 Proceeds from fixed maturities matured/ called - available for sale 132,231 143,114 145,543 Proceeds from fixed maturities sold - available for sale 880,189 1,281,882 699,869 Proceeds from equity securities sold 59,494 160,429 164,723 Proceeds from other invested assets sold 1,368 - - Cost of fixed maturities acquired - held to maturity - (17,378) (10) Cost of fixed maturities acquired - available for sale (1,413,516) (1,836,274) (1,370,981) Cost of equity securities acquired (45,825) (150,861) (121,569) Cost of other invested assets acquired - (7,184) (2,133) Net (purchases) sales of short-term securities (23,422) 26,890 58,408 Net increase (decrease) in unsettled securities transactions 1,533 (3,166) 1,526 ------------------------------------------------ Net cash (used in) investing activities (405,793) (381,966) (393,663) ------------------------------------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock (822) (7,220) - Contributions during the period - 1,783 91,000 Common stock issued during the period 636 64 - Dividends paid to stockholders (8,076) (6,067) (7,024) Net increase (decrease) in collateral for loaned securities 47,119 (19,897) 12,372 ------------------------------------------------ Net cash provided by (used in) financing activities 38,857 (31,337) 96,348 ------------------------------------------------ EFFECT OF EXCHANGE RATE CHANGES ON CASH (10,470) 1,033 (3,044) ------------------------------------------------ Net increase (decrease) in cash (1,017) 1,683 6,504 Cash, beginning of period 52,595 50,912 44,408 ------------------------------------------------ Cash, end of period $ 51,578 $ 52,595 $ 50,912 ================================================ SUPPLEMENTAL CASH FLOW INFORMATION Cash transactions: Income taxes paid (received), net $ 53,645 $ 38,055 $ (50,944) Non-cash financing transaction: Issuance of common stock in connection with public offering $ (140) $ 318 $ 12,589 The accompanying notes are an integral part of the consolidated financial statements. F-7 EVEREST REINSURANCE HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 1997, 1996 and 1995 For purposes of footnote presentation, all dollar values, except per share amounts, are presented in thousands. 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BUSINESS AND BASIS OF PRESENTATION Everest Reinsurance Holdings, Inc. ("Holdings") (formerly known as Prudential Reinsurance Holdings, Inc.), is a holding company incorporated in the state of Delaware. Prior to an initial public offering ("IPO") of all 50 million shares outstanding on October 6, 1995, Holdings was a direct wholly owned subsidiary of PRUCO, Inc. ("PRUCO"), which is wholly owned by The Prudential Insurance Company of America ("The Prudential"). The stock of Everest Reinsurance Company ("Everest Re") (formerly known as Prudential Reinsurance Company) was contributed by PRUCO to Holdings effective December 31, 1993. The contribution has been accounted for at historical cost in a manner similar to the pooling of interests method of accounting as the entities were under common control. Everest Re's principal business is reinsuring property and casualty risks of domestic and foreign insurance companies under excess and pro rata reinsurance contracts. The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates. The consolidated financial statements include the domestic and foreign subsidiaries of Everest Re: Everest National Insurance Company ("Everest National") (formerly known as Prudential National Insurance Company), Everest Indemnity Insurance Company ("Everest Indemnity"), Everest Re Ltd. ("Everest Ltd.") (formerly known as Everest Reinsurance Ltd. and Le Rocher Reinsurance Ltd.) and Everest Insurance Company of Canada ("Everest Canada") (formerly known as OTIP/RAEO Insurance Company, Inc.), which was acquired from The Prudential for $3,700 on December 31, 1996. The acquisition of Everest Canada has been accounted for by the purchase method. Had this acquisition occurred at the beginning of either 1995 or 1996, there would have been no material effect on the Company's results of operations. All material intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 1995 and 1996 financial statements to conform to the 1997 presentation. B. INVESTMENTS SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" requires that a company segment its fixed maturity investment portfolio between held to maturity (carried at amortized cost), available for sale (carried at market value, with unrealized appreciation or depreciation, net of applicable deferred income taxes, reflected as a separate component of stockholder's equity) and trading (carried at market value with unrealized appreciation or depreciation reflected in income). Investments that are available for sale are expected to be held for an indefinite period but may be sold depending on tax position, interest rates and other considerations. Short-term investments are stated at cost, which approximates market value. Equity securities are carried at market value with unrealized appreciation or depreciation of equity securities, net of applicable deferred income tax, credited or charged directly to stockholder's equity. Realized gains or losses on sale of investments are determined on the basis of identified cost. With respect to securities which are not publicly traded, market value has been determined based on pricing models. For publicly traded securities, market value is based on quoted market prices. Cash includes cash and bank time deposits with original maturities of ninety days or under. C. UNCOLLECTIBLE REINSURANCE RECOVERABLE BALANCES The Company provides reserves for uncollectible reinsurance balances based on management's assessment of the collectibility of the outstanding balances. Such reserves were $14,399 and $14,267 at December 31, 1997 and December 31, 1996, respectively (see also Note 7). F-8 D. DEFERRED ACQUISITION COSTS Acquisition costs, consisting principally of commissions and brokerage expenses and certain premium taxes and fees associated with the Company's primary insurance business incurred at the time a contract or policy is issued, are deferred and amortized over the period in which the related premiums are earned, generally one year. Deferred policy acquisition costs are limited to their estimated realizable value based on the related unearned premiums, anticipated claims and claim expenses and anticipated investment income. Deferred acquisition costs amortized to income were $270,605, $252,928 and $226,819 in 1997, 1996 and 1995, respectively. E. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVE The reserve for unpaid losses and loss adjustment expenses is based on individual case estimates and reports received from ceding companies. A provision is included for losses and loss adjustment expenses incurred but not reported ("IBNR") based on past experience. A provision is also included for certain potential liabilities relating to asbestos and environmental exposures, which liabilities cannot be estimated with traditional reserving techniques (see also Note 11). The reserves are reviewed continually and any changes in estimates are reflected in earnings in the period the adjustment is made. Management believes that adequate provision has been made for the Company's loss and loss adjustment expenses. Loss and loss adjustment expense reserves are presented gross of reinsurance receivables and incurred losses and loss adjustment expenses are presented net of ceded reinsurance. Accruals for contingent commission liabilities are estimated based on carried loss and loss adjustment expense reserves. F. PREMIUM REVENUES Premiums written are earned ratably over the periods of the related insurance and reinsurance contracts or policies. Unearned premium reserves are established to cover the remainder of the unexpired contract period. Such reserves are established based upon reports received from ceding companies or computed using pro rata methods based on statistical data. 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 retrocessions (ceded reinsurance). G. INCOME TAXES The Company and its subsidiaries file their own federal tax returns and calculate their current tax provisions accordingly. 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. Prior to the IPO, the Company was a member of a group of affiliated companies which joined in filing a consolidated federal tax return. Current tax liabilities were determined for individual companies based upon their separate return basis taxable income. Members with taxable income incurred an amount in lieu of the separate return basis federal tax. Members with a loss for tax purposes recognized a current benefit in proportion to the amount of their losses utilized in computing consolidated taxable income. H. FOREIGN CURRENCY TRANSLATION Assets and liabilities relating to foreign operations are translated into U.S. dollars at the exchange rates in effect at the balance sheet date; revenues and expenses are translated into U.S. dollars using average exchange rates. Gains and losses resulting from translating foreign currency financial statements, net of deferred income taxes, are excluded from income and accumulated in stockholder's equity. I. EARNINGS PER SHARE The Company adopted SFAS No. 128, "Earnings Per Share", in 1997 which requires retroactive application for all prior periods presented. SFAS No. 128 requires an enterprise to present basic and diluted earnings per share on the income statement. Basic earnings per share, which is calculated by dividing net income by the weighted average number of common shares outstanding, replaces primary earnings per share from the prior standard. For all periods previously reported by the Company, basic earnings per share is the same as primary earnings per share, since the impact of the Company's common stock equivalents for those periods did not reach the significance threshold prescribed to require adjustment under the prior standard. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Diluted earnings per share is computed similarly to fully diluted earnings per share from the prior standard. Net income per common share has been computed below in accordance with SFAS No. 128, based upon weighted average common and dilutive shares outstanding. F-9 1997 1996 1995 ----------------------------------------- Net income (numerator) $ 154,955 $ 112,027 $ 747 ========================================= Weighted average common and effect of dilutive shares used in the computation of net income per share: Average shares outstanding - basic (denominator) 50,476 50,567 50,189 Effect of dilutive shares 289 144 20 ----------------------------------------- Average shares outstanding - diluted (denominator) 50,765 50,711 50,209 ========================================= Net income per common share: Basic $ 3.07 $ 2.22 $ 0.01 Diluted 3.05 2.21 0.01 Options to purchase 337,750, 20,000 and 20,000 shares of common stock at $39.16, $26.63 and $20.94 per share were outstanding at the end of 1997, 1996 and 1995, respectively, but were not included in the computation of earnings per diluted share for the respective years, because the options' exercise price was greater than the average market price of the common shares for such years. The options, which expire on September 26, 2007, November 18, 2006 and November 20, 2005, respectively, were still outstanding at the end of 1997. J. FUTURE APPLICATION OF ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income". SFAS No. 130 requires an enterprise to present items of other comprehensive income in a financial statement and to display accumulated balances of other comprehensive income in the equity section of a financial statement. SFAS No. 130 is effective for fiscal years beginning after December 15, 1997. As the components of other comprehensive income consist of items already reflected as direct charges or credits to the Company's stockholder's equity, the only impact of adopting this standard will be to reflect an additional presentation of these items. When adopted, the additional required presentation will be provided for earlier periods. 2. INVESTMENTS The amortized cost, market value, and gross unrealized appreciation and depreciation of fixed maturity investments are presented in the tables below: Amortized Unrealized Unrealized Market Cost Appreciation Depreciation Value ------------------------------------------------------------ As of December 31, 1997 Fixed maturities - available for sale U.S. Treasury securities and obligations of U.S. government agencies and corporations $ 144,079 $ 3,076 $ 86 $ 147,069 Obligations of states and political subdivisions 1,610,190 112,211 293 1,722,108 Corporate securities 893,885 39,189 16 933,058 Mortgage-backed securities 521,048 20,504 2 541,550 Foreign debt securities 489,168 33,966 59 523,075 ------------------------------------------------------------ TOTAL $ 3,658,370 $ 208,946 $ 456 $ 3,866,860 ============================================================ As of December 31, 1996 Fixed maturities - held to maturity U.S. Treasury securities and obligations of U.S. government agencies and corporations $ 30,182 $ 307 $ 54 $ 30,435 Obligations of states and political subdivisions 50,340 7,824 225 57,939 ------------------------------------------------------------ TOTAL $ 80,522 $ 8,131 $ 279 $ 88,374 ============================================================ Fixed maturities - available for sale U.S. Treasury securities and obligations of U.S. government agencies and corporations $ 162,406 $ 909 $ 1,361 $ 161,954 Obligations of states and political subdivisions 1,259,544 48,277 733 1,307,088 Corporate securities 739,997 11,440 315 751,122 Mortgage-backed securities 487,145 7,692 2,007 492,830 Foreign debt securities 545,154 24,660 836 568,978 ------------------------------------------------------------ TOTAL $ 3,194,246 $ 92,978 $ 5,252 $ 3,281,972 ============================================================ F-10 During 1997, the Company transferred all of the fixed maturity securities in its held-to-maturity classification (with an amortized cost of $78,974 and market value of $85,508) to the available-for-sale classification to enhance management's flexibility with respect to future portfolio management. The net financial statement impact at the time of the transfer was a $4,247 increase in net after-tax unrealized appreciation of investments. The amortized cost and market value of fixed maturities are shown in the following table by contractual maturity. Actual maturities may differ from contractual maturities because securities may be called or prepaid with or without call or prepayment penalties. December 31, 1997 ----------------------------- Amortized Market Cost Value ----------------------------- Fixed maturities - available for sale Due in one year or less $ 55,757 $ 56,437 Due after one year through five years 469,121 482,049 Due after five years through ten years 1,214,417 1,294,212 Due after ten years 1,398,027 1,492,612 Mortgage-backed securities 521,048 541,550 ----------------------------- TOTAL $ 3,658,370 $ 3,866,860 ============================= Proceeds from sales of fixed maturity investments during 1997, 1996 and 1995 were $880,189, $1,281,882 and $699,869, respectively. Gross gains of $6,766, $9,146 and $7,058, and gross losses of $9,439, $20,952 and $12,058 were realized on those sales during 1997, 1996 and 1995, respectively. The cost, market value and gross unrealized appreciation and depreciation of investments in equity securities is presented in the table below: December 31, -------------------------- 1997 1996 -------------------------- Cost $ 120,510 $ 115,367 Unrealized appreciation 39,162 33,015 Unrealized depreciation 888 1,102 -------------------------- Market value $ 158,784 $ 147,280 ========================== The changes in net unrealized gains (losses) of investments of the Company (including unrealized gains and losses on fixed maturities not reflected in stockholders' equity) are derived from the following sources: Years Ended December 31, --------------------------------------- 1997 1996 1995 --------------------------------------- Increase (decrease) during the period between the market value and cost of investments carried at market value, and deferred tax thereon: Equity securities $ 6,361 $ 5,897 $ (8,153) Fixed maturities 120,764 (14,440) 226,459 Other invested assets - - - Deferred taxes (44,494) 2,583 (76,408) --------------------------------------- Increase (decrease) in unrealized appreciation, net of deferred taxes, included in stockholder's equity 82,631 (5,960) 141,898 Increase (decrease) during the period between the market value and cost of fixed maturities carried at amortized cost (7,852) (4,288) 3,294 --------------------------------------- TOTAL $ 74,779 $ (10,248) $ 145,192 ======================================= F-11 The components of net investment income are presented in the table below: Years Ended December 31, ----------------------------------------- 1997 1996 1995 ----------------------------------------- Fixed maturities $ 232,779 $ 198,947 $ 168,268 Equity securities 4,473 2,835 2,017 Short-term securities 3,435 5,357 9,005 Other interest income 2,582 1,450 860 ----------------------------------------- Total gross investment income 243,269 208,589 180,150 ----------------------------------------- Interest on funds held 11,173 12,294 9,451 Other investment expenses 3,550 4,394 4,676 ----------------------------------------- Total investment expenses 14,723 16,688 14,127 ----------------------------------------- Total net investment income $ 228,546 $ 191,901 $ 166,023 ========================================= The components of realized capital gains (losses) are presented in the table below: Years Ended December 31, ------------------------------------------ 1997 1996 1995 ------------------------------------------ Fixed maturities $ (2,673) $ (11,805) $ (5,000) Equity securities 18,572 17,443 38,833 Short-term investments 17 57 2 ------------------------------------------ TOTAL $ 15,916 $ 5,695 $ 33,835 ========================================== Securities with a carrying value amount of $288,433 at December 31, 1997 were on deposit with various state or governmental insurance departments in compliance with insurance laws. The Company had no investments in derivative financial instruments for the years ended December 31, 1997, 1996 and 1995. 3. RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES Activity in the reserve for losses and loss adjustment expenses is summarized as follows: Years Ended December 31, ------------------------------------------------- 1997 1996 1995 ------------------------------------------------- Reserves at January 1 $ 3,246,858 $ 2,969,341 $ 2,706,429 Less reinsurance recoverables 746,640 700,877 648,550 ------------------------------------------------- Net balance at January 1 2,500,218 2,268,464 2,057,879 ------------------------------------------------- Incurred related to: Current year 768,597 745,594 658,039 Prior years (3,176) (29,561) 16,657 ------------------------------------------------- Total incurred losses and loss adjustment expenses 765,421 716,033 674,696 ------------------------------------------------- Paid related to: Current year 185,310 213,832 104,636 Prior years 331,205 270,447 359,475 ------------------------------------------------- Total paid losses and loss adjustment expenses 516,515 484,279 464,111 ------------------------------------------------- Net balance at December 31 2,749,124 2,500,218 2,268,464 Plus reinsurance recoverables 688,694 746,640 700,877 ------------------------------------------------- Balance at December 31 $ 3,437,818 $ 3,246,858 $ 2,969,341 ================================================= F-12 4. CREDIT LINE On June 16, 1997, the Company finalized a 364 day revolving line of credit with First Union National Bank. This credit facility, which will be used for liquidity and general corporate purposes, provides for the borrowing of up to $50 million with interest at a rate selected by the Company equal to either (i) the Base Rate (as defined below), (ii) an adjusted London InterBank Offered Rate ("LIBOR") plus a margin (the "Margin") or (iii) a Money Market Rate, which is a daily uncommitted advised rate. The Base Rate is the higher of the rate of interest established by the bank from time to time as its reference rate in making loans or the Federal Funds rate plus 0.5% per annum. The amount of the Margin and the commitment fee payable to the bank for the credit facility depend upon the insurance strength or claims paying ability ratings of Everest Re. The credit facility agreement requires that Everest Re maintain statutory surplus of not less than $575 million and that the Company not allow its ratio of certain debt to capital to be greater than a specified amount. 5. OPERATING LEASE AGREEMENTS The future minimum rental commitments, exclusive of cost escalation clauses, as of December 31, 1997 for all of the Company's operating leases with remaining noncancelable terms in excess of one year are as follows: (in thousands) 1998 $ 4,124 1999 3,821 2000 3,705 2001 3,689 2002 3,302 Thereafter 2,845 ---------- Total payments 21,486 Sublease rental income 589 ---------- Net Commitments $ 20,897 ========== All of these leases, the expiration terms of which range from 1999 to 2004, are for the rental of office space. Rental expense, net of sublease rental income, was $4,903, $5,334 and $7,337 for 1997, 1996 and 1995, respectively. 6. INCOME TAXES The components of income taxes for the periods presented are as follows: Years Ended December 31, --------------------------------------- 1997 1996 1995 --------------------------------------- Current tax (benefit): U.S. $ 18,892 $ 24,363 $ (35,435) Foreign 23,000 20,735 18,351 --------------------------------------- Total current tax (benefit) 41,892 45,098 (17,084) Total deferred U.S. tax (benefit) 10,453 (13,286) (10,231) --------------------------------------- Total income tax (benefit) $ 52,345 $ 31,812 $ (27,315) ======================================= A reconciliation of the U.S. Federal income tax rate to the Company's effective tax rate is as follows: Years Ended December 31, ----------------------------------- 1997 1996 1995 ----------------------------------- Federal income tax rate 35.0% 35.0% (35.0)% Increase (reduction) in taxes resulting from: Tax exempt income (12.1) (15.1) (73.4) Other, net 2.4 2.2 5.6 ----------------------------------- Effective tax rate 25.3% 22.1% (102.8)% =================================== F-13 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 tax laws and regulations. The principal items making up the net deferred income tax asset are as follows: December 31, ---------------------------- 1997 1996 ---------------------------- Deferred tax assets: Reserve for losses and loss adjustment expenses $ 155,666 $ 164,477 Unearned premium reserve 22,988 24,545 Foreign currency translation 4,480 232 Net operating loss carryforward 1,222 1,579 Other assets 8,866 6,569 ---------------------------- Total deferred tax assets 193,222 197,402 ---------------------------- Deferred tax liabilities: Deferred acquisition costs 28,816 29,443 Net unrealized appreciation of investments 86,368 41,874 Other liabilities 3,604 1,421 ---------------------------- Total deferred tax liabilities 118,788 72,738 ---------------------------- Net deferred tax assets $ 74,434 $ 124,664 ============================ Pursuant to the terms of a separation agreement, The Prudential retained the net operating loss carryforwards attributable to the Company at the date of the IPO and paid the Company for the tax benefits thereof in 1996. Holdings has total net operating loss carryforwards of $3,491, of which $343 expire in 2011, $2,408 expire in 2012 and $740 expire in 2013. Management believes that it is more likely than not that the Company will realize the benefits of its net deferred tax assets and, accordingly, no valuation allowance has been recorded for the periods presented. Everest Re has not provided for U.S. Federal income or foreign withholding taxes on $9,393 of pre-1987 undistributed earnings of non-U.S. subsidiaries, because such earnings are intended to be retained by the foreign subsidiaries indefinitely. If these earnings were distributed, foreign tax credits are available under current law to reduce or eliminate any resulting income tax liability. The Internal Revenue Service ("IRS") has completed its examinations of The Prudential's tax returns for all years through 1992. As those examinations relate to Everest Re, the IRS has disallowed that portion of the fresh start benefit which relates to 1986 reserve strengthening as defined by the IRS. As a result of conflicting decisions by two U.S. Circuit Courts, the Supreme Court of the United States will consider the issue in reviewing ATLANTIC MUTUAL INSURANCE CO. V. COMMISSIONER to determine whether the Treasury regulation that defines the term "reserve strengthening" is a valid interpretation of the law. The Supreme Court's decision in this case is expected to bring about a uniform resolution of this question. The Company agrees with the petitioner in this case in that the term "reserve strengthening" as used in the statute involves changes in assumptions or methodologies. The Company believes that, because there were no changes in reserving assumptions or methodologies between 1985 and 1986, all increases to reserves in 1986 for which a fresh start benefit was taken are normal reserve additions and, therefore, does not constitute reserve strengthening that is not eligible for the fresh start benefit. If the IRS position prevails, the Company will be required to reimburse The Prudential, thereby incurring an additional charge of approximately $9,445, including the after-tax cost of interest through December 31, 1997. 7. RETROCESSIONS The Company utilizes retrocessional (reinsurance) agreements to reduce its exposure to large claims and catastrophic loss occurrences. These agreements provide for recovery from retrocessionaires of a portion of losses and loss expenses under certain circumstances without relieving the insurer of its obligation to the policyholder. Losses and loss adjustment expenses incurred and earned premiums are after deduction for retrocessions. In the event retrocessionaires were unable to meet their obligations under retrocession agreements, the Company would not be able to realize the full value of the reinsurance recoverable balances. The Company may hold partial collateral under these agreements and has never suffered a significant loss because of a retrocessionaire's default. (see Note 1(C) and the following paragraph). F-14 Effective October 5, 1995, Everest Re entered into a stop loss agreement (the "Stop Loss Agreement") with Gibraltar Casualty Company ("Gibraltar") (see Note 8). This agreement, for a premium of $140,000, provides protection against 100% of the first $150,000 of adverse development, if any, and 90% of the next $250,000 of adverse development, if any, of Everest Re's consolidated reserves for losses and uncollectable reinsurance as of June 30, 1995, including allocated loss adjustment expense and incurred but not reported losses, provided that adverse development, if any, relating to catastrophes will be covered only to the extent that the catastrophe event occurred prior to January 1, 1995. All such adverse development is referred to herein as "Adverse Development". Payments will be made to Everest Re under the Stop Loss Agreement as Adverse Development is incurred by Everest Re. The $375,000 aggregate limit under the Stop Loss Agreement will be reduced by an amount equal to the Adverse Development which is not ceded, in accordance with the terms of the Stop Loss Agreement, to Gibraltar (see Note 8A). Coverage under the Stop Loss Agreement terminates on December 31, 2007, or earlier if coverage is exhausted. Through December 31, 1997 and 1996, cessions under the Stop Loss Agreement have aggregated $185,231 and $140,231, respectively. Written and earned premiums are comprised of the following: Years Ended December 31, -------------------------------------------- 1997 1996 1995 -------------------------------------------- Written premium: Direct $ 75,653 $ 59,691 $ 16,064 Assumed 999,316 984,340 933,436 Retroceded (43,827) (13,497) (166,309) -------------------------------------------- Net written premium $ 1,031,142 $ 1,030,534 $ 783,191 ============================================ Earned premium Direct $ 77,784 $ 37,963 $ 10,784 Assumed 1,012,168 945,698 907,995 Retroceded (40,105) (10,050) (165,458) -------------------------------------------- Net earned premium $ 1,049,847 $ 973,611 $ 753,321 ============================================ The amounts deducted from losses and loss adjustment expenses incurred for retrocessional recoveries were $109,574, $206,032 and $119,115 for the years ended December 31, 1997, 1996 and 1995, respectively. 8. TRANSACTIONS WITH FORMER AFFILIATES A. INDEMNITY AGREEMENT On October 5, 1995, Holdings agreed, pursuant to a Standby Capital Contribution Agreement (the "Capital Contribution Agreement"), to make capital contributions ("Capital Contributions") to Everest Re in respect of the first $375,000 of Adverse Development experienced by Everest Re that is not ceded, in accordance with the terms of the Stop Loss Agreement, to Gibraltar. Each Capital Contribution, if any, will equal the amount of such Adverse Development, adjusted to reflect an assumed tax rate of 36%, although the Company's actual tax rate may be greater than or less than 36%. Holdings' obligation to make Capital Contributions shall be limited to an aggregate maximum amount of $240,000, which amount shall be reduced by 64% of the amount of Adverse Development ceded to Gibraltar under the Stop Loss Agreement. Also on October 5, 1995, PRUCO agreed to make payments ("Indemnity Payments") to Holdings, pursuant to an Indemnity Agreement (the "PRUCO Indemnity"), in an amount equal to the Capital Contributions at such times as such Capital Contributions, if any, are required to be paid by Holdings to Everest Re. The Capital Contribution Agreement and the PRUCO Indemnity are intended to mitigate the impact of up to the first $375,000 of Adverse Development on the Company's earnings not otherwise covered by the Stop Loss Agreement. B. REINSURANCE The Company engages in reinsurance activities with certain Prudential entities, including Prudential Property and Casualty Insurance Company, Gibraltar, and The Prudential. The following summarizes the financial statement impact of certain reinsurance transactions with Gibraltar and other former affiliates, while they were affiliated, for the period presented. F-15 January 1 Through October 5, 1995 ---------- Income statement: Premiums earned - assumed Gibraltar $ - Other 24,298 Premiums earned - retroceded Gibraltar 140,000 Incurred losses and loss adjustment expenses - assumed Gibraltar 37,877 Other 13,587 Incurred losses and loss adjustment expenses- retroceded Gibraltar 27,640 Other 16 The Prudential has guaranteed all of Gibraltar's obligations under the Stop Loss Agreement, all of PRUCO's obligations under the PRUCO Indemnity and up to $400,000 of Gibraltar's net obligations that became due after June 30, 1995 under all other reinsurance agreements between Gibraltar and Everest Re. At December 31, 1997, Gibraltar's net obligations under such other reinsurance agreements consisted of the following balances: Reinsurance receivables from Gibraltar $ 304,939 Reserve for losses and loss adjustment expenses assumed from Gibraltar (131,305) Losses in the course of payment assumed from Gibraltar (1,073) Funds held by Everest Re under reinsurance treaties with Gibraltar (103,627) --------- Net obligations of Gibraltar $ 68,934 ========= In addition, since June 30, 1995, Gibraltar has paid $75,931 to Everest Re in respect of such other reinsurance agreements. C. EXPENSES Everest Re has service and lease agreements with The Prudential. Under these agreements, The Prudential has furnished services of its employees, provided supplies, use of equipment and office space, and made payment to third parties for general expenses on behalf of Everest Re. The agreements obligate Everest Re to reimburse The Prudential for disbursements made on Everest Re's behalf and to pay for providing these services. The cost of such services for the period January 1 through October 5, 1995 was $10,789. Everest Re also has a service agreement with Gibraltar pursuant to which Gibraltar manages the run-off of Everest Re's former direct excess insurance operations. D. EMPLOYEE RETIREMENT PLAN The Prudential sponsored a defined benefit pension plan which covered substantially all of the employees of Everest Re through October 6, 1995. The benefits are generally based on average earnings over a period prescribed by the plan and credited length of service. In connection with the IPO, the Company has established its own employee retirement plan which is substantially the same as The Prudential's plan (see also Note 9). In September 1996, The Prudential completed a plan-to-plan asset transfer of $13,270 to fully fund the Company's projected benefit obligations as of the IPO date, plus interest from the IPO date. No pension expense for contributions to the Prudential plan has been charged to Everest Re for the year ended December 31, 1995 because the Prudential plan was subject to the full funding limitation under the IRS guidelines. E. POSTRETIREMENT BENEFIT PLANS The Prudential sponsors postretirement defined benefit plans which provide certain life insurance and health care benefits ("postretirement benefits") for Everest Re's employees eligible to retire at October 6, 1995. The Company is considering establishing its own plan for its employees who were not eligible to retire at October 6, 1995. The expense allocated to the Company for the cost of these benefits incurred by The Prudential was $239 for the period ending October 6, 1995. F-16 F. CAPITAL CONTRIBUTION Immediately prior to the IPO, The Prudential paid $140,000 to the Company, of which amount $91,000 was a contribution to capital and $49,000 was a payment in respect of the tax benefit of the premium paid for the Stop Loss Agreement. 9. PENSION PLAN The Company has an employee retirement plan under which the benefits are generally based on average earnings over a period prescribed by the plan and credited length of service. The Company has not been required to fund contributions to the pension plan for the years ended December 31, 1997 and 1996 because the Company's plan was subject to the full funding limitation under the IRS guidelines. Pension expense for the Company's plan for the years ended December 31, 1997, 1996 and for the period of October 6, 1995 through December 31, 1995 was $770, $901 and $312, respectively. The following table summarizes the plan's funded status: Years Ended December 31, ------------------------------ 1997 1996 ------------------------------ Accumulated benefit obligation Vested $ 8,513 $ 7,985 Non-vested 1,681 - ------------------------------ Total 10,194 7,985 Additional benefits based on estimated future salary levels 6,921 7,146 ------------------------------ Projected benefit obligation 17,115 15,131 Fair value of plan assets 17,389 14,610 ------------------------------ Unfunded projected benefit obligation 274 (521) Unrecognized net loss or (gain) (2,257) (692) ------------------------------ Unfunded (accrued) or prepaid pension cost in the financial statements $ (1,983) $ (1,213) ============================== Plan assets are comprised of shares in investment trusts with approximately 70% and 30% of the underlying assets consisting of equity securities and fixed maturities, respectively. Net periodic pension cost included the following components: October 6 Through Years Ended December 31, December 31, ------------------------------------------ 1997 1996 1995 ------------------------------------------ Service cost $ 1,063 $ 1,102 $ 382 Interest cost 1,031 948 328 Actual return on assets (2,824) (1,841) (638) Net asset gain during period deferred for later recognition 1,510 692 240 Amortization of net gain from earlier periods (10) - - ------------------------------------------ Net periodic pension cost $ 770 $ 901 $ 312 ========================================== The weighted average discount rate and rate of compensation increase used to determine the actuarial present value of the projected benefit obligation are 7.0% and 4.5%, respectively. The expected long-term rate of return on plan assets is 9.0%. 10. DIVIDEND RESTRICTIONS AND STATUTORY FINANCIAL INFORMATION A. DIVIDEND RESTRICTIONS Delaware law provides that an insurance company which is either an insurance holding company or a member of an insurance holding 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 F-17 prior year's statutory annual statement. In addition, no dividend may be paid in excess of unassigned earned surplus. At December 31, 1997, Everest Re had $177,567 available for payment of dividends in 1998 without prior regulatory approval. B. 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") and the Delaware Insurance Department. Prescribed statutory accounting practices are set forth in a variety of publications of the NAIC, as well as state laws, regulations, and general administrative rules. The capital and statutory surplus of Everest Re was $908,766 and $772,691 at December 31, 1997 and 1996, respectively. The statutory net income (loss) of Everest Re was $193,057, $88,517 and $(736) for the years ended December 31, 1997, 1996 and 1995, respectively. 11. CONTINGENCIES Everest Re continues to receive claims under expired contracts which assert alleged injuries and/or damages relating to or resulting from toxic torts, toxic waste and other hazardous substances, such as asbestos. Everest Re's asbestos claims typically involve liability or potential liability for bodily injury from exposure to asbestos or for property damage resulting from asbestos or products containing asbestos. Everest Re's environmental claims typically involve potential liability for (i) the mitigation or remediation of environmental contamination or (ii) bodily injury or property damages caused by the release of hazardous substances into the land, air or water. Everest Re's reserves include an estimate of Everest Re's ultimate liability for asbestos and environmental claims for which ultimate value cannot be estimated using traditional reserving techniques. There are significant uncertainties in estimating the amount of Everest Re's potential losses from asbestos and environmental claims. Among the complications are: (i) potentially long waiting periods between exposure and manifestation of any bodily injury or property damage; (ii) difficulty in identifying sources of asbestos or environmental contamination; (iii) difficulty in properly allocating responsibility and/or liability for asbestos or environmental damage; (iv) changes in underlying laws and judicial interpretation of those laws; (v) potential for an asbestos or environmental claim to involve many insurance providers over many policy periods; (vi) long reporting delays, both from insureds to insurance companies and ceding companies to reinsurers; (vii) limited historical data concerning asbestos and environmental losses; (viii) questions concerning interpretation and application of insurance and reinsurance coverage; and (ix) uncertainty regarding the number and identity of insureds with potential asbestos or environmental exposure. Management believes that these issues are not likely to be resolved in the near future. Given these uncertainties, management believes that no meaningful range for such ultimate losses can be established. Everest Re establishes reserves to the extent that, in the judgment of management, the facts and prevailing law reflect an exposure for Everest Re or its ceding company. Due to the uncertainties discussed above, the ultimate losses may vary materially from current loss reserves and, if coverage under the Stop Loss Agreement is exhausted, could have a material adverse effect on the Company's future financial condition, results of operations and cash flows (see Note 7). The following table shows the development of prior year asbestos and environmental reserves on both a gross and net of retrocessional basis for the years ended: 1997 1996 1995 ------------------------------------------------ Gross basis Beginning of reserves $ 423,336 $ 428,495 $ 445,537 Incurred losses 83,724 30,028 17,269 Paid losses (60,928) (35,187) (34,311) ------------------------------------------------ End of period reserves $ 446,132 $ 423,336 $ 428,495 ================================================ Net basis Beginning of reserves $ 199,557 $ 185,981 $ 203,676 Incurred losses (1) 3,490 - - Paid losses (2) 9,329 13,576 (17,695) ------------------------------------------------ End of period reserves $ 212,376 $ 199,557 $ 185,981 ================================================ - -------------- (1) Net of $41,178, $24,196 and $16,687 ceded in 1997, 1996 and 1995, respectively, under the incurred loss reimbursement feature of the Stop Loss Agreement. (2) Net of $22,610, $34,451 and $5,000 ceded paid losses in 1997, 1996 and 1995, respectively, under the Stop Loss Agreement. F-18 At December 31, 1997, the gross reserves for asbestos and environmental losses were comprised of $125,937 representing case reserves reported by ceding companies, $51,960 representing additional case reserves established by Everest Re on assumed reinsurance claims, $45,776 representing case reserves established by Everest Re on direct excess insurance claims and $222,459 representing IBNR reserves. To the extent loss reserves for claims incurred on June 30, 1995 (December 31, 1994 for catastrophe losses) or prior on assumed reinsurance needed to be increased, and were not ceded to unaffiliated reinsurers under existing reinsurance agreements, Everest Re would be entitled to certain reimbursements under the Stop Loss Agreement (see Note 7). To the extent loss reserves on direct excess insurance policies needed to be increased and were not ceded to unaffiliated reinsurers under existing reinsurance agreements, Everest Re would be entitled to 100% protection under a 100% quota share retrocession entered into with Gibraltar in 1986. While there can be no assurance that reserves for and losses from these claims would not increase in the future, management believes that Everest Re's existing reserves and ceded reinsurance arrangements and reimbursements available under the Stop Loss Agreement lessen the probability that such increases, if any, would have a material effect on Everest Re's financial condition, results of operations or cash flows. Everest Re is also named in various legal proceedings incidental to its normal business activities. In the opinion of Everest Re, none of these proceedings would have a material adverse effect upon the financial condition, results of operations or cash flows of Everest Re. The Prudential sells annuities which are purchased by property and casualty insurance companies to settle certain types of claim liabilities. In 1993 and prior, Everest Re, for a fee, accepted the claim payment obligation of the property and casualty insurer, and, concurrently, became the owner of the annuity or assignee of the annuity proceeds. In these circumstances, Everest Re would be liable if The Prudential were unable to make the annuity payments. The estimated cost to replace all such annuities for which Everest Re was contingently liable at December 31, 1997 and 1996 was $140,478 and $136,234, respectively. Everest Re has purchased annuities from an unaffiliated life insurance company to settle certain claim liabilities of Everest Re. Should the life insurance company become unable to make the annuity payments, Everest Re would be liable. The estimated cost to replace such annuities at December 31, 1997 and 1996 was $9,968 and $9,208, respectively. 12. STOCK BASED COMPENSATION PLANS The Company has in place its 1995 Stock Incentive Plan for key employees ("the 1995 Employee Plan") and its 1995 Stock Option Plan for Non-Employee Directors (the "1995 Director Plan") and applies APB Opinion 25 and related interpretations in accounting for these plans. Accordingly, no compensation expense has been recognized in the accompanying financial statements in respect of stock options granted under these plans. Under the 1995 Employee Plan, a total of 3,949,000 shares of common stock have been authorized to be granted as stock options, stock awards or restricted stock awards to officers and key employees of the Company. At December 31, 1997, there were 2,143,581 remaining shares available to be granted. Under the 1995 Director Plan, a total of 50,000 shares of common stock have been authorized to be granted as stock options to non-employee directors of the Company. At December 31, 1997, there were 37,130 remaining shares available to be granted. Options granted under the 1995 Employee Plan vest at 20% per year over five years and options granted under the 1995 Director Plan vest at 50% per year over two years. All options are exercisable at fair market value of the stock at the date of grant and expire ten years after the date of grant. Restricted stock granted under the 1995 Employee Plan vests, beginning one year after the date of grant, in equal annual installments over five years. F-19 A summary of the status of the Company's stock options as of December 31, 1997, 1996 and 1995 and changes during the years then ended is presented below: 1997 1996 1995 ------------------------------------------------------------------------------------------ Weighted- Weighted- Weighted- Average Average Average Shares Exercise Price Shares Exercise Price Shares Exercise Price ------------------------------------------------------------------------------------------ Outstanding, beginning of year 732,570 $ 19.72 459,700 $ 16.93 - $ xx Granted 339,250 39.13 286,270 24.10 459,700 16.93 Exercised 11,100 16.75 3,800 16.75 - xx Forfeited 61,700 19.00 9,600 18.25 - xx ---------- ---------- ---------- Outstanding, end of year 999,020 $ 26.39 732,570 $ 19.72 459,700 $ 16.93 ========== ========== ========== Options exercisable at year-end 215,313 91,496 - ========== ========== ========== Weighted-average fair value of options granted during the year $ 18.37 $ 11.55 $ 7.92 ============ =========== ============= The following table summarizes information about stock options outstanding at December 31, 1997: Options Options Outstanding Exercisable --------------------------------------------------------------------------------------- Weighted- Number Average Weighted- Number Weighted- Range of Outstanding Remaining Average Exercisable Average Exercise Prices at 12/31/97 Contractual Life Exercise Price at 12/31/97 Exercise Price - ----------------------------------------------------------------------------------------------------------------- $16.75 to $20.94 394,800 7.8 years $ 16.96 157,380 $ 16.96 22.56 to 26.63 264,970 8.7 24.11 57,933 24.04 $33.00 to $39.16 339,250 9.7 39.13 - - ----------- ----------- 999,020 8.7 $ 26.39 215,313 $ 18.87 =========== =========== In conjunction with its 1995 initial public offering, the Company issued to certain key employees of the Company 746,269 shares of stock and 46,600 restricted shares of stock, respectively. In 1997, an additional 11,500 restricted shares of stock were issued to certain key employees of the Company, while 6,400 restricted shares were forfeited. In 1995, the Company expensed $12,500 in recognition of the unrestricted stock awards. Upon issuance of restricted shares, unearned compensation is charged to stockholder's equity for the cost of the restricted stock and is amortized over the vesting period. The amount of earned compensation recognized as expense with respect to restricted stock awards was $203, $318 and $89 for 1997, 1996 and 1995, respectively. The Company acquired 30,887 shares of its common stock at a cost of $846 in 1997 and, pursuant to the 1995 Employee Plan, 306,396 shares of its common stock at a cost of $7,220 in 1996, primarily from the Company's Chief Executive Officer, to fund required withholding taxes. Also, the Company recorded contributions to paid in capital representing the tax benefits attributable to the difference between the amount of compensation expense deductible for tax purposes with respect to stock awards and the amount of such compensation expense reflected in the Company's financial statements. F-20 Had the compensation cost for the Company's stock based compensation plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123, the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below: 1997 1996 1995 --------------------------------------- Net Income As reported $ 154,955 $ 112,027 $ 747 Pro forma $ 153,492 $ 110,850 $ 514 Earnings per share - basic As reported $ 3.07 $ 2.22 $ 0.01 Pro forma $ 3.04 $ 2.19 $ 0.01 Earnings per share - diluted As reported $ 3.05 $ 2.21 $ 0.01 Pro forma $ 3.02 $ 2.19 $ 0.01 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: (i) dividend yields ranging from 0.5% to 0.7%, (ii) expected volatility ranging from 32.86% to 34.33%, (iii) risk-free interest rates ranging from a low of 5.90% to a high of 7.01%, and (iv) expected life of 7.5 years. In addition to the 1995 Employee Plan and 1995 Director Plan, the Company transferred during 1997 a total of 3,685 shares of treasury stock having an aggregate value of $131 to its non-employee directors as compensation for their service as directors. 13. SEGMENT INFORMATION Everest Re's principal business is reinsuring property and casualty risks of domestic and foreign insurance companies. The following table provides summary financial information by geographic region for the periods disclosed. Years Ended December 31, -------------------------------------------- 1997 1996 1995 -------------------------------------------- Premiums earned: Domestic $ 696,645 $ 655,097 $ 565,540 Canada 59,420 63,615 57,133 Other international 293,782 254,899 270,648 Premium for Stop Loss Agreement - - (140,000) -------------------------------------------- Total premiums earned $ 1,049,847 $ 973,611 $ 753,321 ============================================ Net income (loss): Domestic $ 115,728 $ 70,978 $ 37,305 Canada 15,223 8,548 17,774 Other international 24,004 32,501 45,341 After-tax cost of Stop Loss Agreement and compensation related to public offering - - (99,673) -------------------------------------------- Total net income $ 154,955 $ 112,027 $ 747 ============================================ December 31, ---------------------------- 1997 1996 ---------------------------- Total identifiable assets: Domestic $ 4,714,134 $ 4,204,570 Canada 303,162 303,369 Other international 520,724 539,828 ---------------------------- Total identifiable assets $ 5,538,020 $ 5,047,767 ============================ Approximately 19.3%, 15.9% and 6.3% of the Company's gross premiums written in 1997, 1996 and 1995, respectively, were sourced through one intermediary. The increase is principally attributable to acquisitions made by this intermediary during the three year period. F-21 14. UNAUDITED QUARTERLY FINANCIAL DATA Summarized quarterly financial data were as follows: 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter ------------------------------------------------ 1997 OPERATING DATA: Gross written premium $ 246,011 $ 253,233 $ 285,796 $ 289,928 Net written premium 233,811 246,072 275,915 275,344 Earned premium 230,443 247,515 271,520 300,368 Net investment income 54,042 57,368 57,917 59,219 Net realized capital gain (loss) (199) 13,410 2,722 (17) Incurred losses and LAE 166,841 180,191 204,234 214,155 Underwriting expenses 74,754 78,237 76,677 96,799 Underwriting loss (11,152) (10,913) (9,391) (10,586) Net income (loss) $ 34,464 $ 44,338 $ 38,432 $37,721 ================================================ Weighted average basic shares outstanding (000's) 50,490 50,469 50,466 50,479 Net income per common share - basic $ 0.68 $ 0.88 $ 0.76 $ 0.75 Weighted average diluted shares outstanding (000's) 50,725 50,738 50,791 50,807 Net income per common share - diluted $ 0.68 $ 0.87 $ 0.76 $ 0.74 1996 OPERATING DATA: Gross written premium $ 229,963 $ 247,392 $ 282,399 $ 284,277 Net written premium 218,743 235,914 275,009 300,868 Earned premium 210,269 218,806 245,341 299,195 Net investment income 44,768 46,261 49,467 51,405 Net realized capital gain (loss) 3,812 3,672 (6,505) 4,716 Incurred losses and LAE 155,125 161,430 179,856 219,622 Underwriting expenses 68,350 69,846 79,152 92,120 Underwriting loss (13,206) (12,470) (13,667) (12,547) Net income (loss) $ 27,751 $ 28,739 $ 23,219 $ 32,318 ================================================ Weighted average basic shares outstanding (000's) 50,793 50,497 50,487 50,488 Net income per common share - basic $ 0.55 $ 0.57 $ 0.46 $ 0.64 Weighted average diluted shares outstanding (000's) 50,909 50,627 50,630 50,676 Net income per common share - diluted $ 0.55 $ 0.57 $ 0.46 $ 0.64 F-22 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES DECEMBER 31, 1997 Column A Column B Column C Column D - ----------------------------------------------------------------------------- Amount Shown in Market Balance (Dollars in thousands) Cost Value Sheet ---------------------------------------- Fixed maturities- available for sale Bonds: U.S. Government and government agencies $ 144,079 $ 147,069 $ 147,069 State, municipalities and political subdivisions 1,610,190 1,722,108 1,722,108 Foreign debt securities (1) 489,168 523,075 523,075 Public utilities 48,479 50,727 50,727 All other corporate bonds 835,434 871,943 871,943 Mortgage pass-through securities 521,048 541,550 541,550 Redeemable preferred stock 9,972 10,388 10,388 ---------------------------------------- Total fixed maturities- available for sale 3,658,370 3,866,860 3,866,860 Equity securities 120,510 158,784 158,784 Short-term investments 75,244 75,244 75,244 Other invested assets 10,848 10,848 10,848 Cash 51,578 51,578 51,578 ---------------------------------------- Total investments and cash $3,916,550 $4,163,314 $4,163,314 ======================================== - --------------- (1) At December 31, 1997, foreign debt securities at amortized cost are comprised of $232,815 and $256,353 in foreign government securities and foreign corporate bonds, respectively. At December 31, 1997, foreign debt securities at market value are comprised of $253,298 and $269,777 in foreign government securities and foreign corporate bonds, respectively. S-1 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT CONDENSED BALANCE SHEET December 31, ---------------------------------------- (Dollars in thousands, 1997 1996 except par value per share) ---------------------------------------- ASSETS Cash - - Investment in subsidiaries, at equity in the underlying net assets $ 1,301,913 $ 1,080,131 Receivable from affiliate 5,731 3,431 Current tax receivable - 2,918 Deferred tax asset 1,688 1,688 ---------------------------------------- Total assets $ 1,309,332 $ 1,088,168 ======================================== LIABILITIES Other liabilities $ 1,849 $ 2,145 ---------------------------------------- STOCKHOLDERS' EQUITY Preferred stock, par value: $0.01; 50 million shares authorized; no shares issued and outstanding - - Common stock, par value: $0.01; 200 million shares authorized; 50.8 shares issued 508 508 Paid-in capital 389,876 389,196 Unearned compensation (514) (374) Net unrealized appreciation of investments, net of deferred income taxes 160,397 77,766 Cumulative foreign currency translation adjustment, net of deferred income taxes (8,078) (354) Treasury stock, at cost; 0.3 million shares (8,086) (7,220) Retained earnings 773,380 626,501 ---------------------------------------- Total stockholders' equity 1,307,483 1,086,023 ---------------------------------------- Total liabilities and stockholders' equity $ 1,309,332 $ 1,088,168 ======================================== See notes to consolidated financial statements. S-2 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT CONDENSED STATEMENT OF OPERATIONS For Years Ended December 31, -------------------------------------------------- (Dollars in thousands) 1997 1996 1995 -------------------------------------------------- REVENUES Dividends received from subsidiary $ 9,270 $ 17,924 $ 13,722 Equity in undistributed net income (loss) of subsidiary 146,970 95,242 (9,956) -------------------------------------------------- Total revenues 156,240 113,166 3,766 -------------------------------------------------- EXPENSES Other expenses 943 1,752 4,612 -------------------------------------------------- Income (loss) before taxes 155,297 111,414 (846) Income tax (benefit) 342 (613) (1,593) -------------------------------------------------- Net income $ 154,955 $ 112,027 $ 747 ================================================== See notes to consolidated financial statements. S-3 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT CONDENSED STATEMENT OF CASHFLOWS For Years Ended December 31, ------------------------------------------------- (Dollars in thousands) 1997 1996 1995 ------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 154,955 $ 112,027 $ 747 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed (earnings) loss of subsidiaries (146,970) (95,242) 9,956 (Decrease) in other liabilities (296) (364) (4,586) Decrease (increase) in current tax receivable 2,918 (972) (1,151) (Increase) in receivable from affiliates (2,300) (3,431) - Non-cash compensation 203 407 2,500 ------------------------------------------------- Net cash provided by operating activities 8,510 12,425 7,466 CASH FLOWS FROM INVESTING ACTIVITIES Additional investment in subsidiaries (248) - - CASH FLOWS FROM FINANCING ACTIVITIES Purchase of treasury stock (822) (7,220) - Common stock issued during the period 636 420 - Dividends paid to stockholders (8,076) (6,067) (7,024) ------------------------------------------------- Net cash used in financing activities (8,262) (12,867) (7,024) Net increase in cash - (442) 442 Cash, beginning of period - 442 - ------------------------------------------------- Cash, end of period $ - $ - $ 442 ================================================= SUPPLEMENTAL CASH FLOW INFORMATION Cash transaction: Income tax received - - $ 442 Non-cash operating transactions: Dividends received from subsidiary in the form of forgiveness of liabilities $ 1,536 $ 1,767 6,698 Non-cash financing transaction: Issuance of common stock in connection with public offering. - - $ 12,500 See notes to consolidated financial statements. S-4 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION (Dollars in thousands) Column A Column B Column C Column D Column F Column G Column H Column I Column J Column K - ---------------------------------------------------------------------------------------------------------------------------------- Reserve for Losses Incurred Amortization Deferred and Loss Unearned Net Loss and Loss of Deferred Other Acquisition Adjustment Premium Earned Investment Adjustment Acquisition Operating Written SEGMENT Costs Expenses Reserves Premium Income Expenses Costs Expenses Premium - ---------------------------------------------------------------------------------------------------------------------------------- December 31, 1997 Domestic $ 56,747 $2,914,616 $ 244,335 $ 696,645 $ 175,053 $ 514,021 $ 185,885 $ 38,267 $ 695,211 Canada 7,030 144,070 22,422 59,420 20,889 38,145 16,129 4,124 56,392 Other international 18,555 379,132 70,626 293,782 32,604 213,255 68,591 13,472 279,539 ----------------------------------------------------------------------------------------------------------- Total $ 82,332 $3,437,818 $ 337,383 $1,049,847 $ 228,546 $ 765,421 $ 270,605 $ 55,863 $1,031,142 =========================================================================================================== December 31, 1996 Domestic $ 56,676 $2,751,282 $ 242,654 $ 655,097 $ 143,301 $ 508,247 $ 175,241 $ 43,738 $ 694,053 Canada 7,640 142,346 25,835 63,615 17,489 37,896 15,731 2,299 65,030 Other international 19,807 353,230 87,419 254,899 31,111 169,890 61,956 10,503 271,451 ----------------------------------------------------------------------------------------------------------- Total $ 84,123 $3,246,858 $ 355,908 $ 973,611 $ 191,901 $ 716,033 $ 252,928 $ 56,540 $1,030,534 =========================================================================================================== December 31, 1995 Domestic $ 55,743 $2,504,947 $ 200,886 $ 565,540 $ 125,676 $ 474,864 $ 151,187 $ 60,673 $ 590,717 Canada 7,716 133,559 24,456 57,133 16,112 35,571 11,650 2,515 64,064 Other international 16,560 330,835 68,949 270,648 24,235 164,261 63,982 10,729 268,410 Premium for Stop Loss Agreement - - - (140,000) - - - - (140,000) ----------------------------------------------------------------------------------------------------------- Total $ 80,019 $2,969,341 $ 294,291 $ 753,321 $ 166,023 $ 674,696 $ 226,819 $ 73,917 $ 783,191 =========================================================================================================== S-5 EVEREST REINSURANCE HOLDINGS, INC. SCHEDULE IV - REINSURANCE Column A Column B Column C Column D Column E Column F - -------------------------------------------------------------------------------------------------------------- Gross Ceded To Assumed From Net Assumed to (Dollars in thousands) Amount Other Companies Other Companies Amount Net ---------------------------------------------------------------------------------- December 31, 1997 Total property and liability insurance earned premium $ 77,784 $ 40,105 $ 1,012,168 $ 1,049,847 96.4% December 31, 1996 Total property and liability insurance earned premium $ 37,963 $ 10,050 $ 945,698 $ 973,611 97.1% December 31, 1995 Total property and liability insurance earned premium $ 10,784 $ 165,458 $ 907,995 $ 753,321 120.5% S-6 INDEX TO EXHIBITS Exhibit No. - ----------- 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 (as amended and restated) of Everest Reinsurance Holdings, Inc., filed herewith 10.1 Sublease, effective as of January 1, 1994, between The Prudential Insurance Company of America and Everest Reinsurance Company, incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (No. 33-71652) 10.2 Stop Loss Agreement entered into between Everest Reinsurance Company and Gibraltar Casualty Company, incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (No. 33-71652) 10.3 Everest Reinsurance Holdings, Inc. Amended 1995 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 10-K") 10.4 Everest Reinsurance Holdings, Inc. Amended Annual Incentive Plan, incorporated herein by reference to Exhibit 10.4 to the 1995 10-K 10.5 Sublease, effective as of February 1, 1997 between The Prudential Insurance Company of America and Everest Reinsurance Company, incorporated herein by reference to Exhibit 10.5 to the 1996 10-K *10.6 Everest Reinsurance Holdings, Inc. 1995 Stock Option Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (No. 333-05771) *10.7 Amended and Restated Employment Agreement between Everest Reinsurance Company and Joseph V. Taranto, incorporated herein by reference to Exhibit 10.50 to the Registration Statement on Form S-1 (No. 33-71652) *10.8 Resolution adopted by the Compensation Committee of Everest Reinsurance Holdings, Inc. on February 24, 1997 establishing a Chief Executive Officer's Bonus Plan filed herewith 10.9 Standby Capital Contribution Agreement between Everest Reinsurance Holdings, Inc. and Everest Reinsurance Company, incorporated herein by reference to Exhibit 10.69 to the Registration Statement on Form S-1 (No. 33-71652) 10.10 Indemnification Agreement between PRUCO, Inc. and Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 10.70 to the Registration Statement on Form S-1 (No. 33-71652) 10.11 Guarantee made by The Prudential Insurance Company of America in favor of Everest Reinsurance Company, incorporated herein by reference to Exhibit 10.71 to the Registration Statement on Form S-1 (No. 33-71652) 10.12 Guarantee made by The Prudential Insurance Company of America in favor of Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 10.72 to the Registration Statement on Form S-1 (No. 33-71652) 10.13 1995 Service Contract between Everest Reinsurance Company and Gibraltar Casualty Company, incorporated herein by reference to Exhibit 10.73 to the Registration Statement on Form S-1 (No. 33-71652) 10.14 Separation Agreement among The Prudential Insurance Company of America, Gibraltar Casualty Company, Everest Reinsurance Company, PRUCO, Inc., and Everest Reinsurance Holdings, Inc., incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-1 (No. 33-71652) *10.15 Form of Non-Qualified Stock Option Award Agreement to be entered into between Everest Reinsurance Holdings, Inc. and participants in the 1995 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.15 to the 1995 10-K E-1 *10.16 Form of Restricted Stock Agreement to be entered into between Everest Reinsurance Holdings, Inc. and participants in the 1995 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.16 to the 1995 10-K *10.17 Form of Stock Option Agreement (Version 1) to be entered into between Everest Reinsurance Holdings, Inc. and participants in the 1995 Stock Option Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.17 to the 1995 10-K *10.18 Form of Stock Option Agreement (Version 2) to be entered into between Everest Reinsurance Holdings, Inc. and participants in the 1995 Stock Option Plan for Non-Employee Directors, incorporated herein by reference to Exhibit 10.18 to the 1995 10-K 10.19 Credit agreement between Everest Reinsurance Holdings, Inc. and First Union National Bank dated June 16, 1997 providing for a $50 million revolving credit facility, incorporated herein by reference to Exhibit 10.19 to the Form 8-K filed on June 24, 1997 *10.20 Deferred Compensation Plan for certain United States employees of Everest Reinsurance Holdings, Inc. and its participating subsidiaries filed herewith. 11.1 Statement regarding computation of per share earnings 16.1 Letter from Deloitte & Touche LLP, dated August 8, 1996, incorporated herein by reference to Exhibit 16 to the Form 8-K filed on August 9, 1996 21.1 Subsidiaries of the registrant filed herewith 23.1 Consent of Deloitte & Touche LLP filed herewith 23.2 Consent of Coopers & Lybrand L.L.P. filed herewith 27.1 Financial Data Schedule filed herein - -------------------------- * Management contract or compensatory plan or arrangement. E-2