group10q2q2012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:
June 30, 2012
 
Commission file number:
1-15731

EVEREST RE GROUP, LTD.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
98-0365432
(State or other jurisdiction of
incorporation or organization)
 
 
(I.R.S. Employer
Identification No.)
Wessex House – 2nd Floor
45 Reid Street
PO Box HM 845
Hamilton HM DX, Bermuda
441-295-0006

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

Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES
X
 
NO
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
YES
X
 
NO
 

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

Large accelerated filer
X
 
Accelerated filer
 
 
Non-accelerated filer
   
 
Smaller reporting company
 
(Do not check if smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES
 
 
NO
  X
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

   
Number of Shares Outstanding
Class
 
At August 1, 2012
Common Shares, $0.01 par value
   51,822,388

 
 

 

EVEREST RE GROUP, LTD

Table of Contents
Form 10-Q


Page
PART I

FINANCIAL INFORMATION

Item 1.
Financial Statements
 
     
   
 
1
     
   
 
2
     
   
 
3
     
   
 
4
     
 
5
     
Item 2.
 
 
29
     
Item 3.
55
     
Item 4.
55
     

PART II

OTHER INFORMATION

Item 1.
55
     
Item 1A.
56
     
Item 2.
56
     
Item 3.
56
     
Item 4.
56
     
Item 5.
56
     
Item 6.
57
     


PART I

ITEM 1.  FINANCIAL STATEMENTS

EVEREST RE GROUP, LTD.
CONSOLIDATED BALANCE SHEETS



   
June 30,
 
December 31,
(Dollars and share amounts in thousands, except par value per share)
 
2012
 
2011
   
(unaudited)
     
ASSETS:
           
Fixed maturities - available for sale, at market value
  $ 12,480,411     $ 12,293,524  
    (amortized cost: 2012, $11,845,861; 2011, $11,731,173)
               
Fixed maturities - available for sale, at fair value
    62,831       113,606  
Equity securities - available for sale, at market value (cost: 2012, $335,081; 2011, $463,620)
    331,212       448,930  
Equity securities - available for sale, at fair value
    1,215,455       1,249,106  
Short-term investments
    947,600       685,332  
Other invested assets (cost: 2012, $593,459; 2011, $558,232)
    593,459       558,232  
Cash
    398,851       448,651  
       Total investments and cash
    16,029,819       15,797,381  
Accrued investment income
    129,309       130,193  
Premiums receivable
    971,599       1,077,548  
Reinsurance receivables
    598,399       580,339  
Funds held by reinsureds
    259,375       267,295  
Deferred acquisition costs
    285,034       378,026  
Prepaid reinsurance premiums
    76,583       85,409  
Deferred tax asset
    294,683       332,783  
Income taxes recoverable
    40,004       41,623  
Other assets
    218,446       202,958  
TOTAL ASSETS
  $ 18,903,251     $ 18,893,555  
                 
LIABILITIES:
               
Reserve for losses and loss adjustment expenses
  $ 9,890,827     $ 10,123,215  
Future policy benefit reserve
    66,269       67,187  
Unearned premium reserve
    1,241,592       1,412,778  
Funds held under reinsurance treaties
    2,646       2,528  
Commission reserves
    44,646       55,103  
Other net payable to reinsurers
    78,366       51,564  
5.4% Senior notes due 10/15/2014
    249,882       249,858  
6.6% Long term notes due 5/1/2067
    238,355       238,354  
Junior subordinated debt securities payable
    329,897       329,897  
Accrued interest on debt and borrowings
    4,781       4,781  
Equity index put option liability
    79,851       69,729  
Other liabilities
    258,788       217,186  
       Total liabilities
    12,485,900       12,822,180  
                 
Commitments and contingencies (Note 8)
               
                 
SHAREHOLDERS' EQUITY:
               
Preferred shares, par value: $0.01; 50,000 shares authorized;
               
    no shares issued and outstanding
    -       -  
Common shares, par value: $0.01; 200,000 shares authorized; (2012) 66,944
               
    and (2011) 66,455 outstanding before treasury shares
    669       665  
Additional paid-in capital
    1,924,313       1,892,988  
Accumulated other comprehensive income (loss), net of deferred income tax expense
               
    (benefit) of $117,348 at 2012 and $112,969 at 2011
    438,139       366,978  
Treasury shares, at cost; 15,087 shares (2012) and 12,719 shares (2011)
    (1,298,969 )     (1,073,970 )
Retained earnings
    5,353,199       4,884,714  
       Total shareholders' equity
    6,417,351       6,071,375  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
  $ 18,903,251     $ 18,893,555  
                 
The accompanying notes are an integral part of the consolidated financial statements.
               

 
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)



   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands, except per share amounts)
 
2012
 
2011
 
2012
 
2011
   
(unaudited)
 
(unaudited)
REVENUES:
                       
Premiums earned
  $ 1,037,800     $ 1,039,835     $ 2,035,778     $ 2,051,281  
Net investment income
    149,329       158,618       301,767       337,323  
Net realized capital gains (losses):
                               
Other-than-temporary impairments on fixed maturity securities
    (466 )     -       (6,354 )     (14,767 )
Other-than-temporary impairments on fixed maturity securities
                               
transferred to other comprehensive income (loss)
    -       -       -       -  
Other net realized capital gains (losses)
    (16,114 )     (4,845 )     88,493       22,078  
Total net realized capital gains (losses)
    (16,580 )     (4,845 )     82,139       7,311  
Net derivative gain (loss)
    (16,306 )     (3,371 )     (10,123 )     4,154  
Other income (expense)
    27,812       (13,446 )     21,618       (16,833 )
Total revenues
    1,182,055       1,176,791       2,431,179       2,383,236  
                                 
CLAIMS AND EXPENSES:
                               
Incurred losses and loss adjustment expenses
    607,870       735,789       1,210,336       1,985,565  
Commission, brokerage, taxes and fees
    265,789       237,374       503,292       473,831  
Other underwriting expenses
    49,675       45,897       98,170       90,853  
Corporate expenses
    6,075       3,790       10,736       7,718  
Interest, fees and bond issue cost amortization expense
    13,244       13,116       26,422       26,114  
Total claims and expenses
    942,653       1,035,966       1,848,956       2,584,081  
                                 
INCOME (LOSS) BEFORE TAXES
    239,402       140,825       582,223       (200,845 )
Income tax expense (benefit)
    24,851       9,513       62,968       (16,263 )
                                 
NET INCOME (LOSS)
  $ 214,551     $ 131,312     $ 519,255     $ (184,582 )
                                 
Other comprehensive income (loss), net of tax :
                               
Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period
    5,408       108,484       85,535       67,677  
Less:  reclassification adjustment for realized losses (gains) included in net income (loss)
    (7,456 )     3,153       (7,214 )     19,471  
Total URA(D) on securities arising during the period
    (2,048 )     111,637       78,321       87,148  
Foreign currency translation adjustments
    (24,997 )     10,683       (9,127 )     39,505  
Pension adjustments
    983       746       1,967       1,492  
Total other comprehensive income (loss), net of tax
    (26,062 )     123,066       71,161       128,145  
                                 
COMPREHENSIVE INCOME (LOSS)
  $ 188,489     $ 254,378     $ 590,416     $ (56,437 )
                                 
EARNINGS PER COMMON SHARE:
                               
Basic
  $ 4.10     $ 2.42     $ 9.81     $ (3.40 )
Diluted
    4.08       2.41       9.79       (3.40 )
Dividends declared
    0.48       0.48       0.96       0.96  
                                 
The accompanying notes are an integral part of the consolidated financial statements.
                               

 
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF
CHANGES IN SHAREHOLDERS’ EQUITY
 
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands, except share and dividends per share amounts)
 
2012
 
2011
 
2012
 
2011
   
(unaudited)
 
(unaudited)
COMMON SHARES (shares outstanding):
                       
Balance, beginning of period
    52,624,820       54,224,433       53,735,551       54,428,168  
Issued during the period, net
    223,184       121,783       489,882       346,086  
Treasury shares acquired
    (990,957 )     -       (2,368,386 )     (428,038 )
Balance, end of period
    51,857,047       54,346,216       51,857,047       54,346,216  
                                 
COMMON SHARES (par value):
                               
Balance, beginning of period
  $ 667     $ 662     $ 665     $ 660  
Issued during the period, net
    2       2       4       4  
Balance, end of period
    669       664       669       664  
                                 
ADDITIONAL PAID-IN CAPITAL:
                               
Balance, beginning of period
    1,901,322       1,868,153       1,892,988       1,863,031  
Share-based compensation plans
    22,991       10,089       31,325       15,211  
Balance, end of period
    1,924,313       1,878,242       1,924,313       1,878,242  
                                 
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),
                               
NET OF DEFERRED INCOME TAXES:
                               
Balance, beginning of period
    464,201       337,337       366,978       332,258  
Net increase (decrease) during the period
    (26,062 )     123,066       71,161       128,145  
Balance, end of period
    438,139       460,403       438,139       460,403  
                                 
RETAINED EARNINGS:
                               
Balance, beginning of period
    5,163,777       4,727,109       4,884,714       5,069,048  
Net income (loss)
    214,551       131,312       519,255       (184,582 )
Dividends declared ($0.48 per quarter and $0.96 year-to-date
                               
per share in 2012 and 2011)
    (25,129 )     (26,081 )     (50,770 )     (52,126 )
Balance, end of period
    5,353,199       4,832,340       5,353,199       4,832,340  
                                 
TREASURY SHARES AT COST:
                               
Balance, beginning of period
    (1,198,969 )     (1,019,091 )     (1,073,970 )     (981,480 )
Purchase of treasury shares
    (100,000 )     -       (224,999 )     (37,611 )
Balance, end of period
    (1,298,969 )     (1,019,091 )     (1,298,969 )     (1,019,091 )
                                 
TOTAL SHAREHOLDERS' EQUITY, END OF PERIOD
  $ 6,417,351     $ 6,152,558     $ 6,417,351     $ 6,152,558  
                                 
The accompanying notes are an integral part of the consolidated financial statements.
                               

 
EVEREST RE GROUP, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
   
(unaudited)
 
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
                       
Net income (loss)
  $ 214,551     $ 131,312     $ 519,255     $ (184,582 )
Adjustments to reconcile net income to net cash provided by operating activities:
                               
Decrease (increase) in premiums receivable
    70,139       (35,074 )     107,410       (153,497 )
Decrease (increase) in funds held by reinsureds, net
    10,673       22,645       8,407       39,488  
Decrease (increase) in reinsurance receivables
    (33,809 )     537       (13,027 )     17,755  
Decrease (increase) in income taxes recoverable
    4,768       49,873       1,459       (7,433 )
Decrease (increase) in deferred tax asset
    3,956       (17,582 )     33,961       1,658  
Decrease (increase) in prepaid reinsurance premiums
    3,130       22,319       9,123       39,346  
Increase (decrease) in reserve for losses and loss adjustment expenses
    (95,066 )     146,938       (267,230 )     693,385  
Increase (decrease) in future policy benefit reserve
    (574 )     (176 )     (919 )     (394 )
Increase (decrease) in unearned premiums
    (186,162 )     (106,556 )     (173,569 )     (113,687 )
Increase (decrease) in other net payable to reinsurers
    30,025       (6,899 )     26,903       (29,583 )
Change in equity adjustments in limited partnerships
    (15,972 )     (14,309 )     (28,492 )     (50,614 )
Change in other assets and liabilities, net
    92,669       (64,275 )     119,003       60,963  
Non-cash compensation expense
    7,652       4,212       13,374       7,658  
Amortization of bond premium (accrual of bond discount)
    16,200       12,818       30,966       25,570  
Amortization of underwriting discount on senior notes
    12       12       25       24  
Net realized capital (gains) losses
    16,580       4,845       (82,139 )     (7,311 )
Net cash provided by (used in) operating activities
    138,772       150,640       304,510       338,746  
                                 
CASH FLOWS FROM INVESTING ACTIVITIES:
                               
Proceeds from fixed maturities matured/called - available for sale, at market value
    381,216       372,401       791,593       810,665  
Proceeds from fixed maturities matured/called - available for sale, at fair value
    -       5,875       -       12,775  
Proceeds from fixed maturities sold - available for sale, at market value
    203,240       336,770       421,318       867,680  
Proceeds from fixed maturities sold - available for sale, at fair value
    1,862       17,168       61,143       50,120  
Proceeds from equity securities sold - available for sale, at market value
    34,549       110       54,792       27,206  
Proceeds from equity securities sold - available for sale, at fair value
    53,950       37,000       297,606       93,667  
Distributions from other invested assets
    12,798       40,535       21,017       127,094  
Cost of fixed maturities acquired - available for sale, at market value
    (641,902 )     (582,696 )     (1,254,576 )     (1,537,328 )
Cost of fixed maturities acquired - available for sale, at fair value
    (2,382 )     (7,148 )     (5,506 )     (15,224 )
Cost of equity securities acquired - available for sale, at market value
    (6,202 )     (28,683 )     (12,654 )     (115,811 )
Cost of equity securities acquired - available for sale, at fair value
    (79,934 )     (213,658 )     (193,279 )     (342,300 )
Cost of other invested assets acquired
    (16,680 )     (27,544 )     (28,592 )     (52,102 )
Cost of businesses acquired
    -       -       -       (63,100 )
Net change in short-term investments
    (5,025 )     (130,222 )     (262,730 )     2,717  
Net change in unsettled securities transactions
    (32,856 )     175,061       5,966       47,201  
Net cash provided by (used in) investing activities
    (97,366 )     (5,031 )     (103,902 )     (86,740 )
                                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                               
Common shares issued during the period, net
    15,344       5,879       17,955       7,557  
Purchase of treasury shares
    (100,000 )     -       (224,999 )     (37,611 )
Revolving credit borrowings
    -       -       -       (10,000 )
Dividends paid to shareholders
    (25,129 )     (26,081 )     (50,770 )     (52,126 )
Net cash provided by (used in) financing activities
    (109,785 )     (20,202 )     (257,814 )     (92,180 )
                                 
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    (4,817 )     1,969       7,406       (6,711 )
                                 
Net increase (decrease) in cash
    (73,196 )     127,376       (49,800 )     153,115  
Cash, beginning of period
    472,047       284,147       448,651       258,408  
Cash, end of period
  $ 398,851     $ 411,523     $ 398,851     $ 411,523  
                                 
SUPPLEMENTAL CASH FLOW INFORMATION:
                               
Income taxes paid (recovered)
  $ 12,617     $ (24,471 )   $ 23,801     $ (12,546 )
Interest paid
    20,387       20,259       26,085       25,778  
                                 
Non-cash transaction:
                               
Net assets acquired and liabilities assumed from business acquisitions
    -       -       -       19,130  
Conversion of equity securities - available for sale, at market value, to fixed
                         
maturity securities - available for sale, at market value, including accrued
                               
interest at time of conversion
    92,981       -       92,981       -  
                                 
The accompanying notes are an integral part of the consolidated financial statements.
                               

 
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2012 and 2011

1.  GENERAL

Everest Re Group, Ltd. (“Group”), a Bermuda company, through its subsidiaries, principally provides reinsurance and insurance in the U.S., Bermuda and international markets.  As used in this document, “Company” means Group and its subsidiaries.

2.  BASIS OF PRESENTATION

The unaudited consolidated financial statements of the Company for the three and six months ended June 30, 2012 and 2011 include all adjustments, consisting of normal recurring accruals, which, in the opinion of management, are necessary for a fair statement of the results on an interim basis.  Certain financial information, which is normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), has been omitted since it is not required for interim reporting purposes.  The December 31, 2011 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.  The results for the three and six months ended June 30, 2012 and 2011 are not necessarily indicative of the results for a full year.  These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended December 31, 2011, 2010 and 2009 included in the Company’s most recent Form 10-K filing.

All intercompany accounts and transactions have been eliminated.

Certain reclassifications and format changes have been made to prior period amounts to conform to the current period presentation.

Application of Recently Issued Accounting Standard Changes.

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

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

Common Fair Value Measurement. In May 2011, FASB issued amendments to existing guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. The amendments change wording used to describe many GAAP fair value measurement requirements and disclosures. FASB does not intend for the amendments to cause a change in application of fair value accounting guidance.  The guidance is effective for reporting periods beginning after December 15, 2011.  The Company implemented this guidance prospectively as of January 1, 2012.



Treatment of Insurance Contract Acquisition Costs. In October 2010, the FASB issued authoritative guidance for the accounting for costs associated with acquiring or renewing insurance contracts.  The guidance identifies the incremental direct costs of contract acquisition and costs directly related to acquisition activities that should be capitalized.  This guidance is effective for reporting periods beginning after December 15, 2011.  The Company implemented this guidance as of January 1, 2012 and determined that $13,492 thousand of previously deferrable acquisition costs will be expensed during 2012 and the first quarter of 2013, including $3,595 thousand and $6,241 thousand of previously deferrable acquisition costs expensed in the three and six months ended June 30, 2012, respectively.  If the guidance had been applicable for the prior periods, the Company would have expensed $3,401 thousand and $6,447 thousand of deferrable acquisition costs during the three and six months ended June 30, 2011, respectively.

Improving Disclosures About Fair Value Measurements.  In January 2010, the FASB amended the authoritative guidance for disclosures on fair value measurements.  Effective for interim and annual reporting periods beginning after December 15, 2009, the guidance requires a new separate disclosure for:  significant transfers in and out of Level 1 and 2 and the reasons for the transfers; and provided clarification on existing disclosures to include:  fair value measurement disclosures by class of assets and liabilities and disclosure on valuation techniques and inputs used to measure fair value that fall in either Level 2 or Level 3.  The Company implemented this guidance effective January 1, 2010.  Effective for interim and annual reporting periods beginning after December 15, 2010, the guidance requires another new separate disclosure in regards to Level 3 fair value measurements in that, the period activity will present separately information about purchases, sales, issuances and settlements.  Comparative disclosures shall be required only for periods ending after initial adoption.  The Company implemented this guidance beginning with the third quarter of 2010.

3.  INVESTMENTS

The amortized cost, market value and gross unrealized appreciation and depreciation of available for sale, fixed maturity and equity security investments, carried at market value, are as follows for the periods indicated:
 
   
At June 30, 2012
 
   
Amortized
   
Unrealized
   
Unrealized
   
Market
 
(Dollars in thousands)
 
Cost
   
Appreciation
   
Depreciation
   
Value
 
Fixed maturity securities
                       
U.S. Treasury securities and obligations of
                       
U.S. government agencies and corporations
  $ 294,101     $ 15,445     $ (465 )   $ 309,081  
Obligations of U.S. states and political subdivisions
    1,353,400       93,071       (245 )     1,446,226  
Corporate securities
    3,611,149       226,104       (12,733 )     3,824,520  
Asset-backed securities
    186,595       7,139       (411 )     193,323  
Mortgage-backed securities
                               
Commercial
    311,176       24,077       (6,966 )     328,287  
Agency residential
    2,056,703       73,608       (2,657 )     2,127,654  
Non-agency residential
    13,378       735       (236 )     13,877  
Foreign government securities
    1,639,567       122,945       (5,683 )     1,756,829  
Foreign corporate securities
    2,379,792       118,789       (17,967 )     2,480,614  
Total fixed maturity securities
  $ 11,845,861     $ 681,913     $ (47,363 )   $ 12,480,411  
Equity securities
  $ 335,081     $ 3,634     $ (7,503 )   $ 331,212  

 
   
At December 31, 2011
 
   
Amortized
   
Unrealized
   
Unrealized
   
Market
 
(Dollars in thousands)
 
Cost
   
Appreciation
   
Depreciation
   
Value
 
Fixed maturity securities
                       
U.S. Treasury securities and obligations of
                       
U.S. government agencies and corporations
  $ 284,514     $ 16,407     $ (287 )   $ 300,634  
Obligations of U.S. states and political subdivisions
    1,558,615       102,815       (525 )     1,660,905  
Corporate securities
    3,495,761       197,914       (27,054 )     3,666,621  
Asset-backed securities
    186,936       7,020       (550 )     193,406  
Mortgage-backed securities
                               
Commercial
    310,387       20,942       (9,902 )     321,427  
Agency residential
    2,198,937       86,722       (3,066 )     2,282,593  
Non-agency residential
    53,365       499       (775 )     53,089  
Foreign government securities
    1,555,707       120,900       (8,389 )     1,668,218  
Foreign corporate securities
    2,086,951       91,869       (32,189 )     2,146,631  
Total fixed maturity securities
  $ 11,731,173     $ 645,088     $ (82,737 )   $ 12,293,524  
Equity securities
  $ 463,620     $ 4,060     $ (18,750 )   $ 448,930  
 
The $1,756,829 thousand of foreign government securities at June 30, 2012 included $788,695 thousand of European sovereign securities.  Approximately 56.3%, 19.2% and 7.2% of European sovereign securities represented securities held in the governments of the United Kingdom, France and Austria, respectively.  No other countries represented more than 5% of the European sovereign securities.  The Company held no sovereign securities of Portugal, Italy, Ireland, Greece or Spain at June 30, 2012.

In accordance with FASB guidance, the Company reclassified the non-credit portion of other-than-temporary impairments from retained earnings into accumulated other comprehensive income (loss), on April 1, 2009.  The table below presents the pre-tax cumulative unrealized appreciation (depreciation) on those corporate securities, for the periods indicated:
 
(Dollars in thousands)
 
At June 30, 2012
 
At December 31, 2011
Pre-tax cumulative unrealized appreciation (depreciation)
  $ 4,028     $ 2,567  
 
The amortized cost and market value of fixed maturity securities are shown in the following table by contractual maturity.  Mortgage-backed securities are generally more likely to be prepaid than other fixed maturity securities. As the stated maturity of such securities may not be indicative of actual maturities, the totals for mortgage-backed and asset-backed securities are shown separately.
 
   
At June 30, 2012
   
At December 31, 2011
 
   
Amortized
   
Market
   
Amortized
   
Market
 
(Dollars in thousands)
 
Cost
   
Value
   
Cost
   
Value
 
Fixed maturity securities – available for sale:
                       
    Due in one year or less
  $ 800,697     $ 808,527     $ 494,098     $ 494,911  
    Due after one year through five years
    5,219,213       5,464,033       5,052,484       5,268,748  
    Due after five years through ten years
    2,098,202       2,264,549       2,188,080       2,325,142  
    Due after ten years
    1,159,897       1,280,161       1,246,886       1,354,208  
Asset-backed securities
    186,595       193,323       186,936       193,406  
Mortgage-backed securities:
                               
Commercial
    311,176       328,287       310,387       321,427  
Agency residential
    2,056,703       2,127,654       2,198,937       2,282,593  
Non-agency residential
    13,378       13,877       53,365       53,089  
Total fixed maturity securities
  $ 11,845,861     $ 12,480,411     $ 11,731,173     $ 12,293,524  

 
The changes in net unrealized appreciation (depreciation) for the Company’s investments are derived from the following sources for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Increase (decrease) during the period between the market value and cost
                       
of investments carried at market value, and deferred taxes thereon:
                       
Fixed maturity securities
  $ 9,352     $ 128,231     $ 70,739     $ 91,685  
Fixed maturity securities, other-than-temporary impairment
    559       723       1,461       1,887  
Equity securities
    (12,029 )     8,728       10,821       8,108  
Other invested assets
    -       (3,165 )     -       (1,730 )
Change in unrealized appreciation (depreciation), pre-tax
    (2,118 )     134,517       83,021       99,950  
Deferred tax benefit (expense)
    53       (22,885 )     (4,724 )     (12,800 )
Deferred tax benefit (expense), other-than-temporary impairment
    17       5       24       (2 )
Change in unrealized appreciation (depreciation),
                               
net of deferred taxes, included in shareholders’ equity
  $ (2,048 )   $ 111,637     $ 78,321     $ 87,148  
 
The Company frequently reviews all of its fixed maturity, available for sale securities for declines in market value and focuses its attention on securities whose fair value has fallen below 80% of their amortized cost at the time of review.  The Company then assesses whether the decline in value is temporary or other-than-temporary.  In making its assessment, the Company evaluates the current market and interest rate environment as well as specific issuer information.  Generally, a change in a security’s value caused by a change in the market, interest rate or foreign exchange environment does not constitute an other-than-temporary impairment, but rather a temporary decline in market value.  Temporary declines in market value are recorded as unrealized losses in accumulated other comprehensive income (loss).  If the Company determines that the decline is other-than-temporary and the Company does not have the intent to sell the security; and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the carrying value of the investment is written down to fair value.  The fair value adjustment that is credit or foreign exchange related is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).  The fair value adjustment that is non-credit related is recorded as a component of other comprehensive income (loss), net of tax, and is included in accumulated other comprehensive income (loss) in the Company’s consolidated balance sheets.  The Company’s assessments are based on the issuers current and expected future financial position, timeliness with respect to interest and/or principal payments, speed of repayments and any applicable credit enhancements or breakeven constant default rates on mortgage-backed and asset-backed securities, as well as relevant information provided by rating agencies, investment advisors and analysts.

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

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


The tables below display the aggregate market value and gross unrealized depreciation of fixed maturity and equity securities, by security type and contractual maturity, in each case subdivided according to length of time that individual securities had been in a continuous unrealized loss position for the periods indicated:
 
   
Duration of Unrealized Loss at June 30, 2012 By Security Type
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
         
Gross
         
Gross
         
Gross
 
         
Unrealized
         
Unrealized
         
Unrealized
 
(Dollars in thousands)
 
Market Value
   
Depreciation
   
Market Value
   
Depreciation
   
Market Value
   
Depreciation
 
Fixed maturity securities - available for sale
                                   
U.S. Treasury securities and obligations of
                                   
U.S. government agencies and corporations
  $ -     $ -     $ 6,145     $ (465 )   $ 6,145     $ (465 )
Obligations of U.S. states and political subdivisions
    712       (9 )     5,793       (236 )     6,505       (245 )
Corporate securities
    249,060       (3,865 )     169,654       (8,868 )     418,714       (12,733 )
Asset-backed securities
    15,514       (182 )     1,208       (229 )     16,722       (411 )
Mortgage-backed securities
                                               
Commercial
    -       -       46,708       (6,966 )     46,708       (6,966 )
Agency residential
    346,230       (2,328 )     3,222       (329 )     349,452       (2,657 )
Non-agency residential
    -       -       3,211       (236 )     3,211       (236 )
Foreign government securities
    75,726       (1,049 )     65,899       (4,634 )     141,625       (5,683 )
Foreign corporate securities
    216,307       (3,512 )     157,896       (14,455 )     374,203       (17,967 )
Total fixed maturity securities
  $ 903,549     $ (10,945 )   $ 459,736     $ (36,418 )   $ 1,363,285     $ (47,363 )
Equity securities
    315,882       (7,501 )     13       (2 )     315,895       (7,503 )
Total
  $ 1,219,431     $ (18,446 )   $ 459,749     $ (36,420 )   $ 1,679,180     $ (54,866 )

 
   
Duration of Unrealized Loss at June 30, 2012 By Maturity
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
         
Gross
         
Gross
         
Gross
 
         
Unrealized
         
Unrealized
         
Unrealized
 
(Dollars in thousands)
 
Market Value
   
Depreciation
   
Market Value
   
Depreciation
   
Market Value
   
Depreciation
 
Fixed maturity securities
                                   
Due in one year or less
  $ 34,588     $ (589 )   $ 55,410     $ (7,886 )   $ 89,998     $ (8,475 )
Due in one year through five years
    316,457       (4,112 )     217,912       (12,762 )     534,369       (16,874 )
Due in five years through ten years
    166,048       (3,029 )     106,435       (4,365 )     272,483       (7,394 )
Due after ten years
    24,712       (705 )     25,630       (3,645 )     50,342       (4,350 )
Asset-backed securities
    15,514       (182 )     1,208       (229 )     16,722       (411 )
Mortgage-backed securities
    346,230       (2,328 )     53,141       (7,531 )     399,371       (9,859 )
Total fixed maturity securities
  $ 903,549     $ (10,945 )   $ 459,736     $ (36,418 )   $ 1,363,285     $ (47,363 )
 
The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at June 30, 2012 were $1,679,180 thousand and $54,866 thousand, respectively.  There were no unrealized losses on a single issuer that exceeded 0.02% of the market value of the fixed maturity securities at June 30, 2012.  In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector.  The $10,945 thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities, agency residential mortgage-backed securities and foreign government securities.  Of these unrealized losses, $6,854 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $36,418 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate securities, foreign government securities and commercial mortgage-backed securities.  Of these unrealized losses, $25,801 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  The non-investment grade securities with unrealized losses were mainly comprised of corporate and commercial mortgage-backed securities.  The gross unrealized depreciation for mortgage-backed securities included $282 thousand related to sub-prime and alt-A loans.  In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest

 
obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.

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

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

   
Duration of Unrealized Loss at December 31, 2011 By Security Type
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
         
Gross
         
Gross
         
Gross
 
         
Unrealized
         
Unrealized
         
Unrealized
 
(Dollars in thousands)
 
Market Value
   
Depreciation
   
Market Value
   
Depreciation
   
Market Value
   
Depreciation
 
Fixed maturity securities - available for sale
                                   
U.S. Treasury securities and obligations of
                                   
U.S. government agencies and corporations
  $ -     $ -     $ 3,452     $ (287 )   $ 3,452     $ (287 )
Obligations of U.S. states and political subdivisions
    -       -       7,518       (525 )     7,518       (525 )
Corporate securities
    512,255       (14,962 )     120,064       (12,092 )     632,319       (27,054 )
Asset-backed securities
    20,839       (339 )     3,655       (211 )     24,494       (550 )
Mortgage-backed securities
                                               
Commercial
    9,292       (1,267 )     54,535       (8,635 )     63,827       (9,902 )
Agency residential
    253,171       (2,524 )     43,894       (542 )     297,065       (3,066 )
Non-agency residential
    1,542       (19 )     35,679       (756 )     37,221       (775 )
Foreign government securities
    39,534       (1,035 )     132,977       (7,354 )     172,511       (8,389 )
Foreign corporate securities
    278,949       (12,287 )     259,641       (19,902 )     538,590       (32,189 )
Total fixed maturity securities
  $ 1,115,582     $ (32,433 )   $ 661,415     $ (50,304 )   $ 1,776,997     $ (82,737 )
Equity securities
    108,939       (8,499 )     204,466       (10,251 )     313,405       (18,750 )
Total
  $ 1,224,521     $ (40,932 )   $ 865,881     $ (60,555 )   $ 2,090,402     $ (101,487 )
 
 
   
Duration of Unrealized Loss at December 31, 2011 By Maturity
 
   
Less than 12 months
   
Greater than 12 months
   
Total
 
         
Gross
         
Gross
         
Gross
 
         
Unrealized
         
Unrealized
         
Unrealized
 
(Dollars in thousands)
 
Market Value
   
Depreciation
   
Market Value
   
Depreciation
   
Market Value
   
Depreciation
 
Fixed maturity securities
                                   
Due in one year or less
  $ 26,581     $ (326 )   $ 72,083     $ (8,953 )   $ 98,664     $ (9,279 )
Due in one year through five years
    421,995       (12,001 )     256,698       (15,635 )     678,693       (27,636 )
Due in five years through ten years
    337,232       (13,019 )     159,476       (8,264 )     496,708       (21,283 )
Due after ten years
    44,930       (2,938 )     35,395       (7,308 )     80,325       (10,246 )
Asset-backed securities
    20,839       (339 )     3,655       (211 )     24,494       (550 )
Mortgage-backed securities
    264,005       (3,810 )     134,108       (9,933 )     398,113       (13,743 )
Total fixed maturity securities
  $ 1,115,582     $ (32,433 )   $ 661,415     $ (50,304 )   $ 1,776,997     $ (82,737 )
 
The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2011 were $2,090,402 thousand and $101,487 thousand, respectively.  There were no unrealized losses on a single issuer that exceeded 0.04% of the market value of the fixed maturity securities at December 31, 2011.  In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector.  The $32,433  thousand of unrealized losses related to fixed maturity securities that have been in an unrealized loss position for less than one year were generally comprised of domestic and foreign corporate securities.  Of these unrealized losses, $17,207 thousand were related to securities that were rated investment grade by at least one nationally recognized statistical rating organization. The $50,304 thousand of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to domestic and foreign corporate

 
securities, foreign government securities and commercial mortgage-backed securities.  Of these unrealized losses, $34,840 thousand related to securities that were rated investment grade by at least one nationally recognized statistical rating organization.  All of the unrealized losses related to foreign corporate and foreign government securities are due to temporary currency exchange rate movements as opposed to market value movements.  The non-investment grade securities with unrealized losses were mainly comprised of corporate and commercial mortgage-backed securities.  The gross unrealized depreciation for mortgage-backed securities included $322 thousand related to sub-prime and alt-A loans.  In all instances, there were no projected cash flow shortfalls to recover the full book value of the investments and the related interest obligations.  The mortgage-backed securities still have excess credit coverage and are current on interest and principal payments.  The unrealized losses related to equity securities represent temporary declines in value of mutual fund investments where the underlying investments are comprised of emerging market debt fixed maturities.

The components of net investment income are presented in the table below for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Fixed maturity securities
  $ 120,602     $ 132,668     $ 244,946     $ 265,524  
Equity securities
    16,228       13,156       33,504       25,019  
Short-term investments and cash
    358       439       527       676  
Other invested assets
                               
Limited partnerships
    16,439       14,344       29,286       50,975  
Other
    (492 )     4,126       1,026       4,723  
Total gross investment income
    153,135       164,733       309,289       346,917  
Interest debited (credited) and other investment expense
    (3,806 )     (6,115 )     (7,522 )     (9,594 )
Total net investment income
  $ 149,329     $ 158,618     $ 301,767     $ 337,323  
 
The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income.  Due to the timing of receiving financial information from these partnerships, the results are generally reported on a one month or quarter lag.  If the Company determines there has been a significant decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company indentifies the decline.

The Company had contractual commitments to invest up to an additional $125,261 thousand in limited partnerships at June 30, 2012.  These commitments will be funded when called in accordance with the partnership agreements, which have investment periods that expire, unless extended, through 2016.

 
The components of net realized capital gains (losses) are presented in the table below for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Fixed maturity securities, market value:
                       
Other-than-temporary impairments
  $ (466 )   $ -     $ (6,354 )   $ (14,767 )
Gains (losses) from sales
    2,068       (5,603 )     6,135       (15,618 )
Fixed maturity securities, fair value:
                               
Gains (losses) from sales
    (180 )     565       5,027       (950 )
Gains (losses) from fair value adjustments
    (1,707 )     (41 )     1,325       (3,524 )
Equity securities, market value:
                               
Gains (losses) from sales
    6,308       1       6,820       38  
Equity securities, fair value:
                               
Gains (losses) from sales
    (2,318 )     (206 )     20,099       1,698  
Gains (losses) from fair value adjustments
    (20,285 )     440       49,088       40,434  
Short-term investments gain (loss)
    -       (1 )     (1 )     -  
Total net realized capital gains (losses)
  $ (16,580 )   $ (4,845 )   $ 82,139     $ 7,311  
 
The Company recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss) both fair value re-measurements and write-downs in the value of securities deemed to be impaired on an other-than-temporary basis as displayed in the table above.  The Company had no other-than-temporary impaired securities where the impairment had both a credit and non-credit component.

The proceeds and split between gross gains and losses, from sales of fixed maturity and equity securities, are presented in the table below for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Proceeds from sales of fixed maturity securities
  $ 205,102     $ 353,938     $ 482,461     $ 917,800  
Gross gains from sales
    6,593       7,165       20,482       24,515  
Gross losses from sales
    (4,705 )     (12,203 )     (9,320 )     (41,083 )
                                 
Proceeds from sales of equity securities
  $ 88,499     $ 37,110     $ 352,398     $ 120,873  
Gross gains from sales
    7,662       725       35,175       3,207  
Gross losses from sales
    (3,672 )     (930 )     (8,256 )     (1,471 )
 
During the second quarter of 2012, the Company redeemed one of its mutual fund investments reflected on the balance sheet as an equity security – available for sale, at market value.  As part of the redemption settlement, the Company received its proportionate share of the fund’s fixed maturities and related accrued interest in the amount of $92,981 thousand.  The Company has categorized the fixed maturities as available for sale, at market value.

4.  DERIVATIVES

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

 
The Company sold six equity index put option contracts, based on the Standard & Poor’s 500 (“S&P 500”) index, for total consideration, net of commissions, of $22,530 thousand.  At June 30, 2012, fair value for these equity index put option contracts was $70,436 thousand.  These equity index put option contracts each have a single exercise date, with maturities ranging from 12 to 30 years and strike prices ranging from $1,141.21 to $1,540.63.  No amounts will be payable under these equity index put option contracts if the S&P 500 index is at, or above, the strike prices on the exercise dates, which fall between June 2017 and March 2031.  If the S&P 500 index is lower than the strike price on the applicable exercise date, the amount due would vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2012 S&P 500 index value, the Company estimates the probability that each equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 45%.  The theoretical maximum payouts under the equity index put option contracts would occur if on each of the exercise dates the S&P 500 index value were zero.  At June 30, 2012, the present value of these theoretical maximum payouts using a 6% discount factor was $293,803 thousand.

The Company sold one equity index put option contract based on the FTSE 100 index for total consideration, net of commissions, of $6,706 thousand.  At June 30, 2012, fair value for this equity index put option contract was $9,415 thousand.  This equity index put option contract has an exercise date of July 2020 and a strike price of ₤5,989.75.  No amount will be payable under this equity index put option contract if the FTSE 100 index is at, or above, the strike price on the exercise date.  If the FTSE 100 index is lower than the strike price on the exercise date, the amount due will vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2012 FTSE 100 index value, the Company estimates the probability that the equity index put option contract of the FTSE 100 index will fall below the strike price on the exercise date to be less than 49%.  The theoretical maximum payout under the equity index put option contract would occur if on the exercise date the FTSE 100 index value was zero.  At June 30, 2012, the present value of the theoretical maximum payout using a 6% discount factor and current exchange rate was $32,295 thousand.

The fair value of the equity index put options can be found in the Company’s consolidated balance sheets as follows:
 
(Dollars in thousands)
               
Derivatives not designated as
 
Location of fair value
 
At
 
At
hedging instruments
 
in balance sheets
 
June 30, 2012
 
December 31, 2011
                 
Equity index put option contracts
 
Equity index put option liability
  $ 79,851     $ 69,729  
Total
      $ 79,851     $ 69,729  
 
The change in fair value of the equity index put option contracts can be found in the Company’s statement of operations and comprehensive income (loss) as follows:
 
(Dollars in thousands)
     
For the Three Months Ended
 
For the Six Months Ended
Derivatives not designated as
 
Location of gain (loss) in statements of
 
June 30,
 
June 30,
hedging instruments
 
operations and comprehensive income (loss)
 
2012
 
2011
 
2012
 
2011
                             
Equity index put option contracts
 
Net derivative gain (loss)
  $ (16,306 )   $ (3,371 )   $ (10,123 )   $ 4,154  
Total
      $ (16,306 )   $ (3,371 )   $ (10,123 )   $ 4,154  
 
The Company’s equity index put option contracts contain provisions that require collateralization of the fair value, as calculated by the counterparty, above a specified threshold, which is based on the Company’s financial strength ratings (Moody’s Investors Service, Inc.) and/or debt ratings (Standard & Poor’s Ratings Services).  The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on June 30, 2012, was $79,851 thousand for which the Company had posted collateral with a market value of $48,817 thousand.  If on June 30, 2012, the Company’s ratings were such that the collateral threshold was zero, the Company’s collateral requirement would increase by $55,000 thousand.

 
5.  FAIR VALUE

The Company’s fixed maturity and equity securities are primarily managed by third party investment asset managers.  The investment asset managers obtain prices from nationally recognized pricing services.   These services seek to utilize market data and observations in their evaluation process.  They use pricing applications that vary by asset class and incorporate available market information and when fixed maturity securities do not trade on a daily basis the services will apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing.  In addition, they use model processes, such as the Option Adjusted Spread model to develop prepayment and interest rate scenarios for securities that have prepayment features.

In limited instances where prices are not provided by pricing services or in rare instances when a manager may not agree with the pricing service, price quotes on a non-binding basis are obtained from investment brokers.  The investment asset managers do not make any changes to prices received from either the pricing services or the investment brokers.  In addition, the investment asset managers have procedures in place to review the reasonableness of the prices from the service providers and may request verification of the prices.  In addition, the Company continually performs analytical reviews of price changes and tests the prices on a random basis to an independent pricing source.  No material variances were noted during these price validation procedures.  In limited situations, where financial markets are inactive or illiquid, the Company may use its own assumptions about future cash flows and risk-adjusted discount rates to determine fair value.  The Company made no such adjustments at June 30, 2012 and December 31, 2011.

The Company internally manages a small public equity portfolio which had a fair value at June 30, 2012 of $94,636 thousand and all prices were obtained from publically published sources.

Equity securities in U.S. denominated currency are categorized as Level 1, Quoted Prices in Active Markets for Identical Assets, since the securities are actively traded on an exchange and prices are based on quoted prices from the exchange.  Equity securities traded on foreign exchanges are categorized as Level 2 due to potential foreign exchange adjustments to fair or market value.

Fixed maturity securities are generally categorized as Level 2, Significant Other Observable Inputs, since a particular security may not have traded but the pricing services are able to use valuation models with observable market inputs such as interest rate yield curves and prices for similar fixed maturity securities in terms of issuer, maturity and seniority.  Valuations that are derived from techniques in which one or more of the significant inputs are unobservable (including assumptions about risk) are categorized as Level 3, Significant Unobservable Inputs.  These securities include broker priced securities and the Company’s equity index put option contracts.

As of June 30, 2012 and December 31, 2011, all Level 3 fixed maturity securities, were priced using single non-binding broker quotes since prices for these securities were not provided by normal pricing service companies.  The single broker quotes are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes.  The prices received from brokers are reviewed for reasonableness by our asset managers and management.

The Company sold seven equity index put option contracts which meet the definition of a derivative.  The Company’s position in these contracts is unhedged.  The Company records the change in fair value of equity index put option contracts in its consolidated statements of operations and comprehensive income (loss).

 
The fair value was calculated using an industry accepted option pricing model, Black-Scholes, which used the following assumptions:
 
 
At June 30, 2012
     
Contract
 
Contracts
 
based on
 
based on
 
FTSE 100
 
S & P 500 Index
 
Index
Equity index
 1,362.2
 
 5,571.1
Interest rate
1.78% to 3.53%
 
2.58%
Time to maturity
4.9 to 18.8 yrs
 
8.1 yrs
Volatility
22.0% to 25.2%
 
24.5%
 
The following table presents the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value (fair and market value) as of the periods indicated:

         
Fair Value Measurement Using:
 
         
Quoted Prices
             
         
in Active
   
Significant
       
         
Markets for
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
(Dollars in thousands)
 
June 30, 2012
 
(Level 1)
   
(Level 2)
   
(Level 3)
 
Assets:
                       
Fixed maturities, market value
                       
U.S. Treasury securities and obligations of
                       
U.S. government agencies and corporations
  $ 309,081     $ -     $ 309,081     $ -  
Obligations of U.S. States and political subdivisions
    1,446,226       -       1,446,226       -  
Corporate securities
    3,824,520       -       3,824,520       -  
Asset-backed securities
    193,323       -       183,341       9,982  
Mortgage-backed securities
                               
Commercial
    328,287       -       328,287       -  
Agency residential
    2,127,654       -       2,127,654       -  
Non-agency residential
    13,877       -       13,872       5  
Foreign government securities
    1,756,829       -       1,756,829       -  
Foreign corporate securities
    2,480,614       -       2,472,710       7,904  
Total fixed maturities, market value
    12,480,411       -       12,462,520       17,891  
                                 
Fixed maturities, fair value
    62,831       -       62,831       -  
Equity securities, market value
    331,212       315,895       15,317       -  
Equity securities, fair value
    1,215,455       1,090,914       124,541       -  
                                 
Liabilities:
                               
Equity index put option contracts
  $ 79,851     $ -     $ -     $ 79,851  

There were no transfers between Level 1 and Level 2 for the six months ended June 30, 2012.

 
The following table presents the fair value measurement levels for all assets and liabilities, which the Company has recorded at fair value (fair and market value) as of the periods indicated:

 
         
Fair Value Measurement Using:
 
         
Quoted Prices
             
         
in Active
   
Significant
       
         
Markets for
   
Other
   
Significant
 
         
Identical
   
Observable
   
Unobservable
 
         
Assets
   
Inputs
   
Inputs
 
(Dollars in thousands)
 
December 31, 2011
 
(Level 1)
   
(Level 2)
   
(Level 3)
 
Assets:
                       
Fixed maturities, market value
                       
U.S. Treasury securities and obligations of
                       
U.S. government agencies and corporations
  $ 300,634     $ -     $ 300,634     $ -  
Obligations of U.S. States and political subdivisions
    1,660,905       -       1,660,905       -  
Corporate securities
    3,666,621       -       3,666,621       -  
Asset-backed securities
    193,406       -       176,469       16,937  
Mortgage-backed securities
                               
Commercial
    321,427       -       321,427       -  
Agency residential
    2,282,593       -       2,282,593       -  
Non-agency residential
    53,089       -       52,603       486  
Foreign government securities
    1,668,218       -       1,668,218       -  
Foreign corporate securities
    2,146,631       -       2,143,587       3,044  
Total fixed maturities, market value
    12,293,524       -       12,273,057       20,467  
                                 
Fixed maturities, fair value
    113,606       -       113,606       -  
Equity securities, market value
    448,930       433,278       15,652       -  
Equity securities, fair value
    1,249,106       1,133,011       116,095       -  
                                 
Liabilities:
                               
Equity index put option contracts
  $ 69,729     $ -     $ -     $ 69,729  

 
The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs by asset type, for the periods indicated:
 
   
Three Months Ended June 30, 2012
 
Six Months Ended June 30, 2012
   
Asset-backed
 
Foreign
 
Non-agency
     
Asset-backed
 
Foreign
 
Non-agency
   
(Dollars in thousands)
 
Securities
 
Corporate
 
RMBS
 
Total
 
Securities
 
Corporate
 
RMBS
 
Total
Beginning balance
  $ 14,680     $ 5,650     $ 469     $ 20,799     $ 16,937     $ 3,044     $ 486     $ 20,467  
Total gains or (losses) (realized/unrealized)
                                                               
Included in earnings (or changes in net assets)
    (1 )     (16 )     -       (17 )     55       (20 )     36       71  
Included in other comprehensive income (loss)
    (7 )     (23 )     -       (30 )     359       126       (2 )     483  
Purchases, issuances and settlements
    1,788       4,755       (1 )     6,542       5,461       7,216       (52 )     12,625  
Transfers in and/or (out) of Level 3
    (6,478 )     (2,462 )     (463 )     (9,403 )     (12,830 )     (2,462 )     (463 )     (15,755 )
Ending balance
  $ 9,982     $ 7,904     $ 5     $ 17,891     $ 9,982     $ 7,904     $ 5     $ 17,891  
                                                                 
The amount of total gains or losses for the period included
                                                               
in earnings (or changes in net assets) attributable to the
                                                               
change in unrealized gains or losses relating to assets
                                                               
still held at the reporting date
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                 
(Some amounts may not reconcile due to rounding.)
                                                               
 
   
Three Months Ended June 30, 2011
 
Six Months Ended June 30, 2011
   
Asset-backed
 
Foreign
 
Non-agency
     
Asset-backed
 
Foreign
 
Non-agency
   
(Dollars in thousands)
 
Securities
 
Corporate
 
RMBS
 
Total
 
Securities
 
Corporate
 
RMBS
 
Total
Beginning balance
  $ 9,345     $ 519     $ 1,570     $ 11,434     $ 995     $ 4,416     $ 1,500     $ 6,911  
Total gains or (losses) (realized/unrealized)
                                                               
Included in earnings (or changes in net assets)
    64       -       95       159       64       -       240       304  
Included in other comprehensive income (loss)
    (123 )     -       (168 )     (291 )     (147 )     -       (33 )     (180 )
Purchases, issuances and settlements
    (81 )     -       (144 )     (225 )     56       -       (354 )     (298 )
Transfers in and/or (out) of Level 3
    (6,713 )     (519 )     -       (7,232 )     1,524       (4,416 )     -       (2,892 )
Ending balance
  $ 2,492     $ -     $ 1,353     $ 3,845     $ 2,492     $ -     $ 1,353     $ 3,845  
                                                                 
The amount of total gains or losses for the period included
                                                               
in earnings (or changes in net assets) attributable to the
                                                               
change in unrealized gains or losses relating to assets
                                                               
still held at the reporting date
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                                 
(Some amounts may not reconcile due to rounding.)
                                                               
 
The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs for equity index put option contracts, for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Liabilities:
                       
Balance, beginning of period
  $ 63,546     $ 50,943     $ 69,729     $ 58,467  
Total (gains) or losses (realized/unrealized)
                               
Included in earnings (or changes in net assets)
    16,306       3,371       10,123       (4,154 )
Included in other comprehensive income (loss)
    -       -       -       -  
Purchases, issuances and settlements
    -       -       -       -  
Transfers in and/or (out) of Level 3
    -       -       -       -  
Balance, end of period
  $ 79,851     $ 54,313     $ 79,851     $ 54,313  
                                 
The amount of total gains or losses for the period included in earnings
                               
(or changes in net assets) attributable to the change in unrealized
                               
gains or losses relating to liabilities still held at the reporting date
  $ -     $ -     $ -     $ -  
                                 
(Some amounts may not reconcile due to rounding.)
                               

 
6.  CAPITAL TRANSACTIONS

On October 14, 2011, the Company renewed its shelf registration statement on Form S-3ASR with the SEC, as a Well Known Seasoned Issuer.  This shelf registration statement can be used by Group to register common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units; by Holdings to register debt securities and by Everest Re Capital Trust III (“Capital Trust III”) to register trust preferred securities.

7.  EARNINGS PER COMMON SHARE

Net income (loss) per common share has been computed as per below, based upon weighted average common basic and dilutive shares outstanding.
 
     
Three Months Ended
 
Six Months Ended
     
June 30,
 
June 30,
(Dollars and shares in thousands, except per share amounts)
 
2012
 
2011
 
2012
 
2011
Net income (loss) per share:
                       
Numerator
                       
Net income (loss)
  $ 214,551     $ 131,312     $ 519,255     $ (184,582 )
Less:  dividends declared-common shares and nonvested common shares
    (25,129 )     (26,081 )     (50,770 )     (52,126 )
Undistributed earnings
    189,422       105,231       468,485       (236,708 )
Percentage allocated to common shareholders (1)
    99.0 %     99.3 %     99.1 %     99.4 %
        187,610       104,514       464,367       (235,249 )
Add:  dividends declared-common shareholders
    24,893       25,910       50,297       51,770  
Numerator for basic and diluted earnings per common share
  $ 212,503     $ 130,424     $ 514,664     $ (183,479 )
                                   
Denominator
                               
Denominator for basic earnings per weighted-average common shares
    51,855       53,949       52,451       54,002  
Effect of dilutive securities:
                               
Options
    171       159       145       175  
Denominator for diluted earnings per adjusted weighted-average common shares
    52,026       54,108       52,596       54,177  
                                   
Per common share net income (loss)
                               
Basic
  $ 4.10     $ 2.42     $ 9.81     $ (3.40 )
Diluted
  $ 4.08     $ 2.41     $ 9.79     $ (3.40 )
                                   
(1)
Basic weighted-average common shares outstanding
    51,855       53,949       52,451       54,002  
 
Basic weighted-average common shares outstanding and nonvested common shares expected to vest
    52,355       54,319       52,916       54,337  
 
Percentage allocated to common shareholders
    99.0 %     99.3 %     99.1 %     99.4 %
                                   
(Some amounts may not reconcile due to rounding.)
                               
 
The table below presents the options to purchase common shares that were outstanding, but were not included in the computation of earnings per diluted share as they were anti-dilutive, for the periods indicated:
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Anti-dilutive options
 957,400
 
 1,537,790
 
 1,707,150
 
 1,542,790
 
All outstanding options expire on or between September 26, 2012 and February 22, 2022.

 
8.  CONTINGENCIES

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements.  In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it.  In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights.  These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation.  In all such matters, the Company believes that its positions are legally and commercially reasonable.  The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and loss adjustment expenses.

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

In 1993 and prior, the Company had a business arrangement with The Prudential Insurance Company of America (“The Prudential”) wherein, for a fee, the Company accepted settled claim payment obligations of certain property and casualty insurers, and, concurrently, became the owner of the annuity or assignee of the annuity proceeds funded by the property and casualty insurers specifically to fulfill these fully settled obligations.  In these circumstances, the Company would be liable if The Prudential, which has an A+ (Superior) financial strength rating from A.M. Best Company (“A.M. Best”), was unable to make the annuity payments.  The table below presents the estimated cost to replace all such annuities for which the Company was contingently liable for the periods indicated:
 
(Dollars in thousands)
 
At June 30, 2012
 
At December 31, 2011
    $ 143,735     $ 143,447  


Prior to its 1995 initial public offering, the Company purchased annuities from an unaffiliated life insurance company with an A+ (Superior) financial strength rating from A.M. Best to settle certain claim liabilities of the company.  Should the life insurance company become unable to make the annuity payments, the Company would be liable for those claim liabilities.  The table below presents the estimated cost to replace all such annuities for which the Company was contingently liable for the periods indicated:
 
(Dollars in thousands)
 
At June 30, 2012
 
At December 31, 2011
    $ 28,002     $ 27,634  

 
9.  OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the components of comprehensive income (loss) in the consolidated statements of operations for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Unrealized appreciation (depreciation) ("URA(D)") on
                       
securities arising during the period
                       
URA(D) of investments - temporary
  $ (2,677 )   $ 133,794     $ 81,560     $ 98,063  
URA(D) of investments - non-credit OTTI
    559       723       1,461       1,887  
Tax benefit (expense) from URA(D) arising during the period
    70       (22,880 )     (4,700 )     (12,802 )
Total URA(D) on securities arising during the period, net of tax
    (2,048 )     111,637       78,321       87,148  
                                 
Foreign currency translation adjustments
    (29,229 )     10,101       (10,507 )     44,488  
Tax benefit (expense) from foreign currency translation
    4,232       582       1,380       (4,983 )
Net foreign currency translation adjustments
    (24,997 )     10,683       (9,127 )     39,505  
                                 
Pension adjustments
    1,513       1,147       3,026       2,295  
Tax benefit (expense) on pension
    (530 )     (401 )     (1,059 )     (803 )
Net pension adjustments
    983       746       1,967       1,492  
                                 
Other comprehensive income (loss), net of tax
  $ (26,062 )   $ 123,066     $ 71,161     $ 128,145  
 
The following table presents the components of accumulated other comprehensive income (loss), net of tax, in the consolidated balance sheets for the periods indicated:
 
   
At June 30,
 
At December 31,
(Dollars in thousands)
 
2012
 
2011
URA(D) on securities, net of deferred taxes
           
Temporary
  $ 524,070     $ 447,234  
Non-credit, OTTI
    3,830       2,345  
Total unrealized appreciation (depreciation) on investments, net of deferred taxes
    527,900       449,579  
Foreign currency translation adjustments, net of deferred taxes
    (36,193 )     (27,066 )
Pension adjustments, net of deferred taxes
    (53,568 )     (55,535 )
Accumulated other comprehensive income (loss)
  $ 438,139     $ 366,978  
 
10.  CREDIT FACILITIES

The Company has three credit facilities for a total commitment of up to $1,250,000 thousand, providing for the issuance of letters of credit and/or unsecured revolving credit lines. The following table presents the costs incurred in connection with the three credit facilities for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Credit facility fees incurred
  $ 699     $ 522     $ 1,348     $ 990  

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

Group Credit Facility

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

The Group Credit Facility requires Group to maintain a debt to capital ratio of not greater than 0.35 to 1 and to maintain a minimum net worth.  Minimum net worth is an amount equal to the sum of $4,249,963 thousand plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2012 and for which consolidated net income is positive, plus 25% of any increase in consolidated net worth during such period attributable to the issuance of ordinary and preferred shares, which at June 30, 2012, was $4,387,609 thousand.  As of June 30, 2012, the Company was in compliance with all Group Credit Facility covenants.

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


(Dollars in thousands)
     
At June 30, 2012
 
At December 31, 2011
Bank
     
Commitment
   
In Use
 
Date of Expiry
 
Commitment
   
In Use
 
Date of Expiry
Wells Fargo Bank Group Credit Facility
 
Tranche One
  $ 200,000     $ -       $ 350,000     $ -    
   
Tranche Two
    600,000       436,702  
12/31/2012
    500,000       446,327  
12/31/2012
                  63  
9/30/2012
            127  
9/30/2012
Total Wells Fargo Bank Group Credit Facility
  $ 800,000     $ 436,765       $ 850,000     $ 446,454    
 
Holdings Credit Facility

Effective August 15, 2011, Holdings entered into a new three year, $150,000 thousand unsecured revolving credit facility with a syndicate of lenders, replacing the August 23, 2006 five year senior revolving credit facility.  Both the August 15, 2011 and August 23, 2006 revolving credit agreements, which have similar terms, are referred to as the “Holdings Credit Facility”.  Citibank N.A. is the administrative agent for the Holdings Credit Facility.  The Holdings Credit Facility may be used for liquidity and general corporate purposes.  The Holdings Credit Facility provides for the borrowing of up to $150,000 thousand with interest at a rate selected by Holdings equal to either, (1) the Base Rate (as defined below) or (2) a periodic fixed rate equal to the Eurodollar Rate plus an applicable margin.  The Base Rate means a fluctuating interest rate per annum in effect from time to time to be equal to the higher of (a) the rate of interest publicly announced by Citibank as its base rate, (b) 0.5% per annum above the Federal Funds Rate or (c) 1% above the one month LIBOR, in each case plus the applicable margin.  The amount of margin and the fees payable for the Holdings Credit Facility depends upon Holdings’ senior unsecured debt rating.

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1,875,000 thousand plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2010, which at June 30, 2012, was $1,965,407 thousand.  As of June 30, 2012, Holdings was in compliance with all Holdings Credit Facility covenants.

 
The following table summarizes outstanding letters of credit and/or borrowings for the periods indicated:
 
(Dollars in thousands)
 
At June 30, 2012
 
At December 31, 2011
Bank
 
Commitment
   
In Use
 
Date of Loan
Maturity/Expiry Date
 
Commitment
   
In Use
 
Date of Loan
Maturity/Expiry Date
Citibank Holdings Credit Facility
  $ 150,000     $ -         $ 150,000     $ -      
Total revolving credit borrowings
            -                   -      
Total letters of credit
            5,020    
12/31/2012
            5,020    
12/31/2012
                                         
Total Citibank Holdings Credit Facility
  $ 150,000     $ 5,020         $ 150,000     $ 5,020      
 
Bermuda Re Letter of Credit Facility

Bermuda Re has a $300,000 thousand letter of credit issuance facility with Citibank N.A. referred to as the “Bermuda Re Letter of Credit Facility”, which commitment is reconfirmed annually.  The Bermuda Re Letter of Credit Facility provides for the issuance of up to $300,000 thousand of secured letters of credit to collateralize reinsurance obligations as a non-admitted reinsurer.  The interest on drawn letters of credit shall be (A) 0.20% per annum of the principal amount of issued standard letters of credit (expiry of 15 months or less) and (B) 0.25% per annum of the principal amount of issued extended tenor letters of credit (expiry maximum of up to 60 months).  The commitment fee on undrawn credit shall be 0.10% per annum.

The following table summarizes the outstanding letters of credit for the periods indicated:
 
(Dollars in thousands)
 
At June 30, 2012
 
At December 31, 2011
Bank
 
Commitment
   
In Use
 
Date of Expiry
 
Commitment
   
In Use
 
Date of Expiry
Citibank Bilateral Letter of Credit Agreement
  $ 300,000     $ 3,352  
11/24/2012
  $ 300,000     $ 3,352  
11/24/2012
              78,562  
12/31/2012
            80,770  
12/31/2012
              85  
7/15/2013
            85  
7/15/2013
              1,073  
8/15/2014
            889  
2/15/2014
              20,252  
12/31/2014
            4,773  
12/31/2014
              27,840  
6/30/2016
            25,510  
6/30/2015
              8,802  
9/30/2016
            8,642  
9/30/2015
              10,088  
11/22/2016
            10,088  
11/22/2015
              98,135  
12/31/2016
            60,752  
12/31/2015
Total Citibank Bilateral Agreement
  $ 300,000     $ 248,189       $ 300,000     $ 194,861    
 
11  TRUST AGREEMENTS

Certain subsidiaries of Group, principally Bermuda Re, a Bermuda insurance company and direct subsidiary of Group, have established trust agreements, which effectively use the Company’s investments as collateral, as security for assumed losses payable to certain non-affiliated ceding companies.  At June 30, 2012, the total amount on deposit in trust accounts was $216,960 thousand.

12.  SENIOR NOTES

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

               
June 30, 2012
   
December 31, 2011
 
               
Consolidated Balance
         
Consolidated Balance
       
(Dollars in thousands)
Date Issued
 
Date Due
 
Principal Amounts
   
Sheet Amount
   
Market Value
   
Sheet Amount
   
Market Value
 
5.40% Senior notes
10/12/2004
 
10/15/2014
  $ 250,000     $ 249,882     $ 261,950     $ 249,858     $ 251,370  
 
 
Interest expense incurred in connection with these senior notes is as follows for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Interest expense incurred
  $ 3,387     $ 3,387     $ 6,774     $ 6,773  
 
13.  LONG TERM SUBORDINATED NOTES

The table below displays Holdings’ outstanding fixed to floating rate long term subordinated notes.  Market value is based on quoted market prices, but due to limited trading activity, these subordinated notes are considered Level 2 in the fair value hierarchy.
 
           
Maturity Date
 
June 30, 2012
   
December 31, 2011
 
     
Original
           
Consolidated Balance
         
Consolidated Balance
       
(Dollars in thousands)
Date Issued
 
Principal Amount
   
Scheduled
 
Final
 
Sheet Amount
   
Market Value
   
Sheet Amount
   
Market Value
 
6.6% Long term subordinated notes
04/26/2007
  $ 400,000    
05/15/2037
 
05/01/2067
  $ 238,355     $ 236,174     $ 238,354     $ 210,195  
 
During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest will be at the annual rate of 6.6%, payable semi-annually in arrears on November 15 and May 15 of each year, commencing on November 15, 2007, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years.  During the floating rate interest period from May 15, 2017 through maturity, interest will be based on the 3 month LIBOR plus 238.5 basis points, reset quarterly, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, subject to Holdings’ right to defer interest on one or more occasions for up to ten consecutive years.  Deferred interest will accumulate interest at the applicable rate compounded semi-annually for periods prior to May 15, 2017, and compounded quarterly for periods from and including May 15, 2017.

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

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

Interest expense incurred in connection with these long term subordinated notes is as follows for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Interest expense incurred
  $ 3,937     $ 3,937     $ 7,874     $ 7,874  

 
14.  JUNIOR SUBORDINATED DEBT SECURITIES PAYABLE

The following table displays Holdings’ outstanding junior subordinated debt securities due to Everest Re Capital Trust II (“Capital Trust II”), a wholly-owned finance subsidiary of Holdings.  Fair value is primarily based on the quoted market price of the related trust preferred securities, and as such, these securities are considered Level 2 under the fair value hierarchy.
 
               
June 30, 2012
   
December 31, 2011
 
               
Consolidated Balance
         
Consolidated Balance
       
(Dollars in thousands)
Date Issued
 
Date Due
 
Amount Issued
   
Sheet Amount
   
Fair Value
   
Sheet Amount
   
Fair Value
 
6.20% Junior subordinated debt securities
03/29/2004
 
03/29/2034
  $ 329,897     $ 329,897     $ 335,145     $ 329,897     $ 326,313  
 
Holdings may redeem the junior subordinated debt securities before their maturity at 100% of their principal amount plus accrued interest as of the date of redemption.  The securities may be redeemed, in whole or in part, on one or more occasions at any time on or after March 30, 2009; or at any time, in whole, but not in part, within 90 days of the occurrence and continuation of a determination that the Trust may become subject to tax or the Investment Company Act.

Interest expense incurred in connection with these junior subordinated debt securities is as follows for the periods indicated:
 
   
Three Months Ended
 
Six Months Ended
   
June 30,
 
June 30,
(Dollars in thousands)
 
2012
 
2011
 
2012
 
2011
Interest expense incurred
  $ 5,114     $ 5,114     $ 10,227     $ 10,227  
 
Holdings considers that the mechanisms and obligations relating to the trust preferred securities, taken together, constitute a full and unconditional guarantee by Holdings of Capital Trust II’s payment obligations with respect to their trust preferred securities.

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

There are certain regulatory and contractual restrictions on the ability of Holdings’ operating subsidiaries to transfer funds to Holdings in the form of cash dividends, loans or advances.  The insurance laws of the State of Delaware, where Holdings’ direct insurance subsidiaries are domiciled, require regulatory approval before those subsidiaries can pay dividends or make loans or advances to Holdings that exceed certain statutory thresholds.  In addition, the terms of Holdings Credit Facility (discussed in Note 10) require Everest Re, Holdings’ principal insurance subsidiary, to maintain a certain statutory surplus level as measured at the end of each fiscal year.  At December 31, 2011, $2,108,692 thousand of the $2,763,171 thousand in net assets of Holdings’ consolidated subsidiaries were subject to the foregoing regulatory restrictions.

 
15.  SEGMENT REPORTING

During the quarter ended September 30, 2011, the Company realigned its reporting segments to reflect recent changes in the type and volume of business written. The Company previously reported the results of Marine & Aviation, Surety, Accident and Health (“A&H”) Reinsurance and A&H Primary operations as a separate segment—Specialty Underwriting.  The A&H primary business, which is a relatively new line of business for the Company, has increased significantly, representing approximately 2% of premiums earned and is projected to continue to grow.  The A&H primary business is better aligned with the Insurance reporting segment based on the similarities of this business with those businesses already reflected in the Insurance segment.  The other operating units included in the Specialty Underwriting segment would have encompassed less than 5% of the Company’s premiums earned and their volume is projected to remain less than 5%.  As a result of the size of these remaining operating units and their similarity to the business reported within U.S. Reinsurance, they have been reclassified to the U.S. Reinsurance segment.  There has been no change to the International and Bermuda reporting segments.  The Company has restated all segment information for prior years to conform to the new reporting segment structure.

The U.S. Reinsurance operation writes property and casualty reinsurance and specialty lines of business, including Marine, Aviation, Surety and A&H business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies primarily within the U.S.  The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and through offices in Brazil, Miami and New Jersey. The Bermuda operation provides reinsurance and insurance to worldwide property and casualty markets and reinsurance to life insurers through brokers and directly with ceding companies from its Bermuda office and reinsurance to the United Kingdom and European markets through its UK branch and Ireland Re.  The Insurance operation writes property and casualty insurance, including medical stop loss insurance, directly and through general agents, brokers and surplus lines brokers within the U.S. and Canada.

These segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations.  Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses.  Underwriting results are measured using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which, respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.  The Company utilizes inter-affiliate reinsurance, although such reinsurance does not materially impact segment results, as business is generally reported within the segment in which the business was first produced.

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

The following tables present the underwriting results for the operating segments for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
U.S. Reinsurance
 
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Gross written premiums
  $ 135,468     $ 280,231     $ 504,950     $ 586,322  
Net written premiums
    135,321       279,388       503,552       584,942  
                                 
Premiums earned
  $ 321,382     $ 307,584     $ 679,343     $ 626,635  
Incurred losses and LAE
    196,174       236,220       418,154       518,158  
Commission and brokerage
    109,927       77,488       201,482       160,355  
Other underwriting expenses
    10,022       9,872       20,774       19,778  
Underwriting gain (loss)
  $ 5,259     $ (15,996 )   $ 38,933     $ (71,656 )

 
   
Three Months Ended
   
Six Months Ended
 
International
 
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Gross written premiums
  $ 344,241     $ 288,749     $ 621,535     $ 597,596  
Net written premiums
    344,232       286,043       621,525       590,544  
                                 
Premiums earned
  $ 334,407     $ 317,160     $ 630,524     $ 633,495  
Incurred losses and LAE
    160,249       221,618       308,421       826,346  
Commission and brokerage
    81,776       73,786       152,967       152,216  
Other underwriting expenses
    6,543       6,950       13,283       13,389  
Underwriting gain (loss)
  $ 85,839     $ 14,806     $ 155,853     $ (358,456 )
 
   
Three Months Ended
   
Six Months Ended
 
Bermuda
 
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Gross written premiums
  $ 174,051     $ 176,357     $ 362,003     $ 354,887  
Net written premiums
    174,060       176,386       361,333       354,950  
                                 
Premiums earned
  $ 169,843     $ 203,054     $ 333,744     $ 365,490  
Incurred losses and LAE
    101,703       125,821       206,893       329,718  
Commission and brokerage
    45,326       53,221       88,610       93,817  
Other underwriting expenses
    6,868       6,674       14,375       13,413  
Underwriting gain (loss)
  $ 15,946     $ 17,338     $ 23,866     $ (71,458 )
 
   
Three Months Ended
   
Six Months Ended
 
Insurance
 
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Gross written premiums
  $ 255,258     $ 242,528     $ 466,996     $ 513,989  
Net written premiums
    203,068       213,304       385,133       444,569  
                                 
Premiums earned
  $ 212,168     $ 212,037     $ 392,167     $ 425,661  
Incurred losses and LAE
    149,744       152,130       276,868       311,343  
Commission and brokerage
    28,760       32,879       60,233       67,443  
Other underwriting expenses
    26,242       22,401       49,738       44,273  
Underwriting gain (loss)
  $ 7,422     $ 4,627     $ 5,328     $ 2,602  
 
The following table reconciles the underwriting results for the operating segments to income before taxes as reported in the consolidated statements of operations and comprehensive income (loss) for the periods indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Underwriting gain (loss)
  $ 114,466     $ 20,775     $ 223,980     $ (498,968 )
Net investment income
    149,329       158,618       301,767       337,323  
Net realized capital gains (losses)
    (16,580 )     (4,845 )     82,139       7,311  
Net derivative gain (loss)
    (16,306 )     (3,371 )     (10,123 )     4,154  
Corporate expenses
    (6,075 )     (3,790 )     (10,736 )     (7,718 )
Interest, fee and bond issue cost amortization expense
    (13,244 )     (13,116 )     (26,422 )     (26,114 )
Other income (expense)
    27,812       (13,446 )     21,618       (16,833 )
Income (loss) before taxes
  $ 239,402     $ 140,825     $ 582,223     $ (200,845 )

 
The Company produces business in the U.S., Bermuda and internationally.  The net income deriving from and assets residing in the individual foreign countries in which the Company writes business are not identifiable in the Company’s financial records.  Based on gross written premium, the table below presents the largest country, other than the U.S., in which the Company writes business, for the period indicated:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
United Kingdom
  $ 104,708     $ 90,259     $ 219,152     $ 209,827  


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

16.  SHARE-BASED COMPENSATION PLANS

For the three months ended June 30, 2012, share-based compensation awards were 9,342 of restricted shares, granted on May 9, 2012, with a fair value of $102.15 per share.

17.  RETIREMENT BENEFITS

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

Net periodic benefit cost for U.S. employees included the following components for the periods indicated:
 
Pension Benefits
 
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Service cost
  $ 2,342     $ 2,048     $ 4,684     $ 4,095  
Interest cost
    1,979       1,922       3,958       3,843  
Expected return on plan assets
    (2,109 )     (2,265 )     (4,218 )     (4,530 )
Amortization of prior service cost
    13       12       26       25  
Amortization of net (income) loss
    1,427       1,095       2,853       2,190  
ASC 715 settlement charge
    -       231       -       461  
Net periodic benefit cost
  $ 3,652     $ 3,043     $ 7,303     $ 6,084  
 
Other Benefits
 
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands)
 
2012
   
2011
   
2012
   
2011
 
Service cost
  $ 370     $ 290     $ 740     $ 580  
Interest cost
    258       235       516       469  
Amortization of net (income) loss
    74       40       148       81  
Net periodic benefit cost
  $ 702     $ 565     $ 1,404     $ 1,130  
 
The Company did not make any contributions to the qualified pension benefit plan for the three and six months ended June 30, 2012 and 2011.

18.  RELATED-PARTY TRANSACTIONS

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

 
19.  INCOME TAXES

The Company is domiciled in Bermuda and has significant subsidiaries and/or branches in Canada, Ireland, Singapore, the United Kingdom, and the United States.  The Company’s Bermuda domiciled subsidiaries are exempt from income taxation under Bermuda law until 2035.  The Company’s non-Bermudian subsidiaries and branches are subject to income taxation at varying rates in their respective domiciles.

The Company generally will use the estimated annual effective tax rate approach for calculating its tax provision for interim periods as prescribed by ASC 740-270, Interim Reporting.  Under the estimated annual effective tax rate approach, the estimated annual effective tax rate is applied to the interim year-to-date pre-tax income to determine the income tax expense or benefit for the year-to-date period.  The tax expense or benefit for a quarter represents the difference between the year-to-date tax expense or benefit for the current year-to-date period less such amount for the immediately preceding year-to-date period.  Management considers the impact of all known events in its estimation of the Company’s annual pre-tax income and effective tax rate.

During the second quarter of 2012, the Company identified an understatement in its Deferred tax asset account of $9,257 thousand.  The understatement resulted from differences between filed and recorded amounts that had accumulated over several prior periods.  The Company corrected this understatement in its June 30, 2012 financial statements, resulting in an additional $9,257 thousand income tax benefit included in the income tax expense (benefit) caption in the Consolidated Statements of Operations and Comprehensive Income (Loss) and increased net income for the same amount for the quarter ended June 30, 2012.  The Company also increased its Deferred tax asset in its Consolidated Balance Sheets by the same amount.  The Company recorded a similar adjustment of $12,417 thousand during the first quarter of 2012, for a total six-month adjustment of $21,674 thousand.  The Company believes that the out of period adjustments are immaterial to its June 30, 2012 financial statements and to all prior periods.  As such, the Company has not restated any prior period amounts.

20.  ACQUISITIONS

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

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

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

Overall, the Company recorded $35,068 thousand of goodwill and $26,903 thousand of intangible assets related to these acquisitions, which are reported as part of other assets within the consolidated balance sheets.  All intangible assets recorded as part of these acquisitions will be amortized on a straight line basis over seven years.

21.  SUBSEQUENT EVENTS

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

 
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
Industry Conditions.
The worldwide reinsurance and insurance businesses are highly competitive, as well as cyclical by product and market.  As such, financial results tend to fluctuate with periods of constrained availability, high rates and strong profits followed by periods of abundant capacity, low rates and constrained profitability.  Competition in the types of reinsurance and insurance business that we underwrite is based on many factors, including the perceived overall financial strength of the reinsurer or insurer, ratings of the reinsurer or insurer by A.M. Best and/or Standard & Poor’s, underwriting expertise, the jurisdictions where the reinsurer or insurer is licensed or otherwise authorized, capacity and coverages offered, premiums charged, other terms and conditions of the reinsurance and insurance business offered, services offered, speed of claims payment and reputation and experience in lines written.  Furthermore, the market impact from these competitive factors related to reinsurance and insurance is generally not consistent across lines of business, domestic and international geographical areas and distribution channels.

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

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

However, during 2011, the industry experienced significant losses from Australian floods, the New Zealand earthquake, the earthquake and tsunami in Japan, storms in the U.S., and the Thailand floods.  It is too early to determine the impact on market conditions as a result of these events.  While there have been meaningful rate increases for catastrophe coverages in some global catastrophe prone regions, particularly areas impacted by these losses, whether the magnitude of these losses is sufficient to increase rates and improve market conditions for other lines of business remains to be seen.

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



Financial Summary.
We monitor and evaluate our overall performance based upon financial results.  The following table displays a summary of the consolidated net income (loss), ratios and shareholders’ equity for the periods indicated.
 
   
Three Months Ended
   
Percentage
   
Six Months Ended
   
Percentage
 
   
June 30,
   
Increase/
   
June 30,
   
Increase/
 
(Dollars in millions)
 
2012
   
2011
   
(Decrease)
   
2012
   
2011
   
(Decrease)
 
Gross written premiums
  $ 909.0     $ 987.9       -8.0 %   $ 1,955.5     $ 2,052.8       -4.7 %
Net written premiums
    856.7       955.1       -10.3 %     1,871.5       1,975.0       -5.2 %
                                                 
REVENUES:
                                               
Premiums earned
  $ 1,037.8     $ 1,039.8       -0.2 %   $ 2,035.8     $ 2,051.3       -0.8 %
Net investment income
    149.3       158.6       -5.9 %     301.8       337.3       -10.5 %
Net realized capital gains (losses)
    (16.6 )     (4.8 )     242.2 %     82.1       7.3    
NM
Net derivative gain (loss)
    (16.3 )     (3.4 )  
NM
    (10.1 )     4.2    
NM
Other income (expense)
    27.8       (13.4 )  
NM
    21.6       (16.8 )     -228.4 %
Total revenues
    1,182.1       1,176.8       0.4 %     2,431.2       2,383.2       2.0 %
                                                 
CLAIMS AND EXPENSES:
                                               
Incurred losses and loss adjustment expenses
    607.9       735.8       -17.4 %     1,210.3       1,985.6       -39.0 %
Commission, brokerage, taxes and fees
    265.8       237.4       12.0 %     503.3       473.8       6.2 %
Other underwriting expenses
    49.7       45.9       8.2 %     98.2       90.9       8.1 %
Corporate expenses
    6.1       3.8       60.3 %     10.7       7.7       39.1 %
Interest, fees and bond issue cost amortization expense
    13.2       13.1       1.0 %     26.4       26.1       1.2 %
Total claims and expenses
    942.7       1,036.0       -9.0 %     1,849.0       2,584.1       -28.4 %
                                                 
INCOME (LOSS) BEFORE TAXES
    239.4       140.8       70.0 %     582.2       (200.8 )  
NM
Income tax expense (benefit)
    24.9       9.5       161.2 %     63.0       (16.3 )  
NM
NET INCOME (LOSS)
  $ 214.6     $ 131.3       63.4 %   $ 519.3     $ (184.6 )  
NM
                                                 
                   
Point
                   
Point
 
RATIOS:
                 
Change
                   
Change
 
Loss ratio
    58.6 %     70.8 %     (12.2 )     59.5 %     96.8 %     (37.3 )
Commission and brokerage ratio
    25.6 %     22.8 %     2.8       24.7 %     23.1 %     1.6  
Other underwriting expense ratio
    4.8 %     4.4 %     0.4       4.8 %     4.4 %     0.4  
Combined ratio
    89.0 %     98.0 %     (9.0 )     89.0 %     124.3 %     (35.3 )
                                                 
                           
At
   
At
   
Percentage
 
                           
June 30,
   
December 31,
   
Increase/
 
(Dollars in millions, except per share amounts)
                            2012       2011    
(Decrease)
 
Balance sheet data:
                                               
Total investments and cash
                          $ 16,029.8     $ 15,797.4       1.5 %
Total assets
                            18,903.3       18,893.6       0.1 %
Loss and loss adjustment expense reserves
                            9,890.8       10,123.2       -2.3 %
Total debt
                            818.1       818.1       0.0 %
Total liabilities
                            12,485.9       12,822.2       -2.6 %
Shareholders' equity
                            6,417.4       6,071.4       5.7 %
Book value per share
                            123.75       112.99       9.5 %
                                                 
(NM, not meaningful)
                                               
(Some amounts may not reconcile due to rounding.)
                                               
 
Revenues.
Premiums.  Gross written premiums decreased by $78.8 million, or 8.0%, for the three months ended June 30, 2012, compared to the three months ended June 30, 2011 reflecting a $91.6 million decrease in our reinsurance business, partially offset by a $12.7 million increase in our insurance business.  Gross written premiums decreased by $97.3 million, or 4.7%, for the six months ended June 30, 2012, compared to the six months ended June 30, 2011 reflecting a $50.3 million decrease in our reinsurance business and a $47.0 million decrease in our insurance business.  The decrease in reinsurance premiums was primarily due
 
 
to the portfolio return of premium on the non-renewal of a large Florida quota share reinsurance contract, partially offset by increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.  The decrease in insurance premiums was primarily due to the termination and runoff of several large casualty programs, partially offset by growth in crop and primary medical stop loss insurance.

Net written premiums decreased $98.4 million, or 10.3%, for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 and decreased $103.5 million, or 5.2%, for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.  The decrease in net written premiums is in line with the decrease in gross written premiums.  Premiums earned decreased $2.0 million, or 0.2%, for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 and decreased $15.5 million, or 0.8%, for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.  The smaller declines in premiums earned in comparison to net written premiums were primarily attributable to the non-renewal of the large Florida quota share reinsurance contract and increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.
 
Net Investment Income.  Net investment income decreased $9.3 million, or 5.9%, for the three months ended June 30, 2012 compared with net investment income of $158.6 million for the three months ended June 30, 2011 primarily due to the impact from lower reinvestment rates on fixed maturity securities over the past several years.  Net investment income decreased $35.6 million, or 10.5%, for the six months ended June 30, 2012 compared with net investment income of $337.3 million for the six months ended June 30, 2011, primarily as a result of a $21.7 million decrease in investment income from our limited partnership investments and the impact from lower reinvestment rates.  Net pre-tax investment income, as a percentage of average invested assets, was 3.9% for the three months ended June 30, 2012 compared to 4.2% for the three months ended June 30, 2011 and 4.0% for the six months ended June 30, 2012 compared to 4.5% for the six months ended June 30, 2011.  The declines in these yields were primarily the result of fluctuations in our limited partnership income and lower reinvestment rates for the fixed income portfolio.

Net Realized Capital Gains (Losses).  Net realized capital losses were $16.6 million and $4.8 million for the three months ended June 30, 2012 and 2011, respectively.  The $16.6 million was comprised of $22.0 million of losses from fair value re-measurements and $0.5 million of other-than-temporary impairments, which were partially offset by $5.9 million of net realized capital gains from sales on our fixed maturity and equity securities.  The net realized capital losses of $4.8 million for the three months ended June 30, 2011 were the result of a $5.2 million loss from net realized capital losses from sales on our fixed maturity and equity securities, partially offset by $0.4 million of gains in fair value re-measurements.

Net realized capital gains were $82.1 million and $7.3 million for the six months ended June 30, 2012 and 2011, respectively.  The $82.1 million was comprised of $50.4 million of gains from fair value re-measurements and $38.1 million of net realized capital gains from sales on our fixed maturity and equity securities, which were partially offset by $6.4 million of other-than-temporary impairments.  The net realized capital gains of $7.3 million for the six months ended June 30, 2011 were the result of $36.9 million of gains in fair value re-measurements, partially offset by $14.8 million of other-than-temporary impairments and $14.8 million from net realized capital losses from sales on our fixed maturity and equity securities.

Net Derivative Gain (Loss).  In 2005 and prior, we sold seven equity index put option contracts, which are outstanding.  These contracts meet the definition of a derivative in accordance with FASB guidance and as such, are fair valued each quarter with the change recorded as net derivative gain or loss in the consolidated statements of operations and comprehensive income (loss).  As a result of these adjustments in value, we recognized net derivative losses of $16.3 million and $3.4 million for the three months ended June 30, 2012 and 2011, respectively, and a net derivative loss of $10.1 million and a net derivative gain of $4.2 million for the six months ended June 30, 2012 and 2011, respectively.  The change in the fair value of these equity index put option contracts is indicative of the change in the equity markets and interest rates over the same periods.

 
Other Income (Expense).  We recorded other income of $27.8 million and $21.6 million for the three and six months ended June 30, 2012, respectively, and other expense of $13.4 million and $16.8 million for the three and six months ended June 30, 2011, respectively.  The changes were primarily the result of fluctuations in foreign currency exchange rates for the corresponding periods.

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


   
Three Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional (a)
  $ 578.0       55.7 %     $ (0.1 )     0.0 %     $ 577.9       55.7 %  
Catastrophes
    30.0       2.9 %       -       0.0 %       30.0       2.9 %  
A&E
    -       0.0 %       -       0.0 %       -       0.0 %  
Total
  $ 608.0       58.6 %     $ (0.1 )     0.0 %     $ 607.9       58.6 %  
                                                       
2011
                                                     
Attritional (a)
  $ 614.4       59.1 %     $ (2.4 )     -0.2 %     $ 612.0       58.9 %  
Catastrophes
    123.0       11.8 %       -       0.0 %       123.0       11.8 %  
A&E
    -       0.0 %       0.8       0.1 %       0.8       0.1 %  
Total
  $ 737.4       70.9 %     $ (1.6 )     -0.1 %     $ 735.8       70.8 %  
                                                       
Variance 2012/2011
                                                     
Attritional (a)
  $ (36.4 )     (3.4 )
pts
  $ 2.3       0.2  
pts
  $ (34.1 )     (3.2 )
pts
Catastrophes
    (93.0 )     (8.9 )
pts
    -       -  
pts
    (93.0 )     (8.9 )
pts
A&E
    -       -  
pts
    (0.8 )     (0.1 )
pts
    (0.8 )     (0.1 )
pts
Total
  $ (129.4 )     (12.3 )
pts
  $ 1.5       0.1  
pts
  $ (127.9 )     (12.2 )
pts
 

   
Six Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional (a)
  $ 1,150.6       56.6 %     $ (0.4 )     0.0 %     $ 1,150.2       56.6 %  
Catastrophes
    60.0       2.9 %       -       0.0 %       60.0       2.9 %  
A&E
    -       0.0 %       0.1       0.0 %       0.1       0.0 %  
Total
  $ 1,210.6       59.5 %     $ (0.3 )     0.0 %     $ 1,210.3       59.5 %  
                                                       
2011
                                                     
Attritional (a)
  $ 1,200.5       58.6 %     $ (3.8 )     -0.2 %     $ 1,196.7       58.4 %  
Catastrophes
    788.1       38.4 %       -       0.0 %       788.1       38.4 %  
A&E
    -       0.0 %       0.8       0.0 %       0.8       0.0 %  
Total
  $ 1,988.6       97.0 %     $ (3.0 )     -0.2 %     $ 1,985.6       96.8 %  
                                                       
Variance 2012/2011
                                                     
Attritional (a)
  $ (49.9 )     (2.0 )
pts
  $ 3.4       0.2  
pts
  $ (46.5 )     (1.8 )
pts
Catastrophes
    (728.1 )     (35.5 )
pts
    -       -  
pts
    (728.1 )     (35.5 )
pts
A&E
    -       -  
pts
    (0.7 )     -  
pts
    (0.7 )     -  
pts
Total
  $ (778.0 )     (37.5 )
pts
  $ 2.7       0.2  
pts
  $ (775.3 )     (37.3 )
pts
                                                       
(a) Attritional losses exclude catastrophe and Asbestos and Environmental ("A&E") losses.
                             
(Some amounts may not reconcile due to rounding.)
                                       
 
Incurred losses and LAE decreased by $127.9 million representing 12.2 loss ratio points, for the three months ended June 30, 2012 compared to the same period in 2011.  Of the $127.9 million decrease, current year catastrophe losses were lower by $93.0 million, or 8.9 points, period over period.  The $30.0 million of catastrophe losses for 2012 relate primarily to U.S. storm losses.  The $123.0 million of catastrophe losses for 2011 relates primarily to U.S. storm losses ($50.0 million), the Canadian Slave Lake fire ($15.0 million) and increased loss estimates for the first quarter 2011 New Zealand earthquake ($42.0 million) and Japanese earthquake and tsunami ($14.7 million).   Current year attritional losses decreased $36.4 million, or 3.4 loss ratio points, due to significant rate increases in catastrophe exposed areas and a

 
shift in the mix of business towards property catastrophe and excess of loss business, which generally has lower attritional losses.

Incurred losses and LAE decreased by $775.3 million, representing 37.3 loss ratio points, for the six months ended June 30, 2012 compared to the same period in 2011.  Of the $775.3 million decrease, current year catastrophe losses were lower by $728.1 million, or 35.5 points, period over period.  The $60.0 million of catastrophe losses for 2012 relate primarily to U.S. storm losses.  The $788.1 million of catastrophe losses for 2011 related primarily to the Japanese earthquake and tsunami ($414.7 million), the New Zealand earthquake ($242.0 million), the Australian floods ($52.6 million), U.S. storms ($50.0 million) and the Canadian Slave Lake fire ($15.0 million).  Current year attritional losses decreased $49.9 million, representing 2.0 loss ratio points, due to significant rate increases in catastrophe exposed areas and a shift in mix of business towards property catastrophe and excess of loss business, which generally has lower attritional losses.

Commission, Brokerage, Taxes and Fees.  Commission, brokerage, taxes and fees increased by $28.4 million, or 12.0%, for the three months ended June 30, 2012 compared to the same period in 2011, and by $29.5 million, or 6.2%, for the six months ended June 30, 2012 compared to the same period in 2011, due primarily to the one-time effect of the canceled Florida quota share contract and the adoption of new accounting standards concerning the accounting for acquisition costs, which is increasing expenses in 2012, partially offset by an increase in excess of loss business which carries a lower commission than pro rata business and better terms.

Other Underwriting Expenses.  Other underwriting expenses increased to $49.7 million from $45.9 million for the three months ended June 30, 2012 and 2011, respectively.  Other underwriting expenses increased to $98.2 million from $90.9 million for the six months ended June 30, 2012 and 2011, respectively.  The increases in other underwriting expenses were mainly due to higher share-based compensation and employee benefit plan expenses.

Corporate Expenses.  Corporate expenses, which are general operating expenses that are not allocated to segments, were $6.1 million and $3.8 million for the three months ended June 30, 2012 and 2011, respectively, and $10.7 million and $7.7 million for the six months ended June 30, 2012 and 2011, respectively.  The increase in corporate expenses were mainly due to higher share-based compensation expense.

Interest, Fees and Bond Issue Cost Amortization Expense.  Interest, fees and other bond amortization expense was $13.2 million and $13.1 million for the three months ended June 30, 2012 and 2011, respectively, and $26.4 million and $26.1 million for the six months ended June 30, 2012 and 2011, respectively.

Income Tax Expense (Benefit).  We had an income tax expense of $24.9 million and $9.5 million for the three months ended June 30, 2012 and 2011, respectively, and an income tax expense of $63.0 million and an income tax benefit of $16.3 million for the six months ended June 30, 2012 and 2011, respectively.  Our income tax is primarily a function of the statutory tax rates and corresponding pre-tax income in the jurisdictions where we operate, coupled with the impact from tax-preferenced investment income.  Variations in our effective tax rate generally result from changes in the relative levels of pre-tax income among jurisdictions with different tax rates.  The increases in tax expense were mainly due to the improvement in taxable income resulting from lower catastrophe losses in 2012, and also reflect tax benefits of $9.3 million and $21.7 million for the three and six months ended June 30, 2012, respectively due to corrections of understatements in the deferred tax asset account.

Net Income (Loss).
Our net income was $214.6 million and $131.3 million for the three months ended June 30, 2012 and 2011, respectively.  Our net income was $519.3 million and our net loss was $184.6 million for the six months ended June 30, 2012 and 2011, respectively.  The increases were primarily driven by the decline in catastrophe losses in 2012.


 
Ratios.
Our combined ratio decreased by 9.0 points to 89.0% for the three months ended June 30, 2012 compared to 98.0% for the same period in 2011 and decreased by 35.3 points to 89.0% for the six months ended June 30, 2012 compared to 124.3% for the same period in 2011.  The loss ratio component decreased 12.2 points and 37.3 points for the three and six months ended June 30, 2012, respectively, over the same periods last year.  The other underwriting expense ratio component and the commission and brokerage ratio component both increased over the same periods last year due to the explanations provided above.

Shareholders’ Equity.
Shareholders’ equity increased by $346.0 million to $6,417.4 million at June 30, 2012 from $6,071.4 million at December 31, 2011, principally as a result of $519.3 million of net income, $78.3 million of unrealized appreciation on investments, net of tax, share-based compensation transactions of $31.3 million and $2.0 million of net benefit plan obligation adjustments, partially offset by repurchases of 2.4 million common shares for $225.0 million, $50.8 million of shareholder dividends and $9.1 million of net foreign currency translation adjustments.

Consolidated Investment Results

Net Investment Income.
Net investment income decreased by 5.9% to $149.3 million for the three months ended June 30, 2012 compared to $158.6 million for the three months ended June 30, 2011, and decreased by 10.5% to $301.8 million for the six months ended June 30, 2012 compared to $337.3 million for the six months ended June 30, 2011, primarily due to changes in income from our limited partnership investments and declines in income from our fixed maturities, reflective of declining reinvestment rates.  These decreases were partially offset by increased dividend income from equities due to our expanded public equity portfolio and emerging market debt mutual funds.

The following table shows the components of net investment income for the periods indicated.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in millions)
 
2012
   
2011
   
2012
   
2011
 
Fixed maturities
  $ 120.6     $ 132.7     $ 244.9     $ 265.5  
Equity securities
    16.2       13.2       33.5       25.0  
Short-term investments and cash
    0.3       0.4       0.5       0.7  
Other invested assets
                               
Limited partnerships
    16.5       14.3       29.3       51.0  
Other
    (0.5 )     4.1       1.0       4.7  
Total gross investment income
    153.1       164.7       309.3       346.9  
Interest debited (credited) and other expense
    (3.8 )     (6.1 )     (7.5 )     (9.6 )
Total net investment income
  $ 149.3     $ 158.6     $ 301.8     $ 337.3  
                                 
(Some amounts may not reconcile due to rounding.)
                               


The following tables show a comparison of various investment yields for the periods indicated.
 
 
At
 
At
 
June 30,
 
December 31,
 
2012
 
2011
Imbedded pre-tax yield of cash and invested assets
3.7%
 
3.9%
Imbedded after-tax yield of cash and invested assets
3.2%
 
3.4%

 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2011
 
2012
 
2011
Annualized pre-tax yield on average cash and invested assets
3.9%
 
4.2%
 
4.0%
 
4.5%
Annualized after-tax yield on average cash and invested assets
3.4%
 
3.6%
 
3.4%
 
3.9%


Net Realized Capital Gains (Losses).
The following table presents the composition of our net realized capital gains (losses) for the periods indicated.
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Dollars in millions)
 
2012
   
2011
   
Variance
   
2012
   
2011
   
Variance
 
Gains (losses) from sales:
                                   
     Fixed maturity securities, market value:
                                   
         Gains
  $ 6.5     $ 6.5     $ -     $ 15.0     $ 23.7     $ (8.7 )
         Losses
    (4.5 )     (12.1 )     7.6       (8.9 )     (39.3 )     30.4  
     Total
    2.0       (5.6 )     7.6       6.1       (15.6 )     21.7  
                                                 
Fixed maturity securities, fair value:
                                               
         Gains
    0.1       0.6       (0.5 )     5.5       0.8       4.7  
         Losses
    (0.2 )     -       (0.2 )     (0.4 )     (1.7 )     1.3  
     Total
    (0.2 )     0.6       (0.7 )     5.0       (0.9 )     6.0  
                                                 
     Equity securities, market value:
                                               
         Gains
    6.7       -       6.7       7.2       0.2       7.0  
         Losses
    (0.3 )     -       (0.3 )     (0.3 )     (0.2 )     (0.1 )
     Total
    6.3       -       6.4       6.8       -       6.9  
                                                 
     Equity securities, fair value:
                                               
         Gains
    1.0       0.7       0.3       28.0       3.0       25.0  
         Losses
    (3.3 )     (0.9 )     (2.4 )     (7.9 )     (1.3 )     (6.6 )
     Total
    (2.3 )     (0.2 )     (2.1 )     20.1       1.7       18.4  
                                                 
Total net realized capital gains (losses) from sales:
                                               
         Gains
    14.3       7.8       6.5       55.7       27.7       28.0  
         Losses
    (8.4 )     (13.0 )     4.6       (17.6 )     (42.5 )     24.9  
     Total
    5.9       (5.2 )     11.1       38.1       (14.8 )     52.9  
                                                 
Other-than-temporary impairments:
    (0.5 )     -       (0.5 )     (6.4 )     (14.8 )     8.4  
                                                 
Gains (losses) from fair value adjustments:
                                               
     Fixed maturities, fair value
    (1.7 )     -       (1.7 )     1.3       (3.5 )     4.8  
     Equity securities, fair value
    (20.3 )     0.4       (20.7 )     49.1       40.4       8.7  
Total
    (22.0 )     0.4       (22.4 )     50.4       36.9       13.5  
                                                 
Total net realized capital gains (losses)
  $ (16.6 )   $ (4.8 )   $ (11.8 )   $ 82.1     $ 7.3     $ 74.8  
                                                 
(Some amounts may not reconcile due to rounding.)
                                               
 
Net realized capital losses were $16.6 million and $4.8 million for the three months ended June 30, 2012 and 2011, respectively.  For the three months ended June 30, 2012, we recorded $22.0 million of net realized capital losses due to fair value re-measurements on fixed maturity and equity securities and $0.5 million of other-than-temporary impairments, partially offset by $5.9 million of net realized capital gains from sales of fixed maturity and equity securities.  For the three months ended June 30, 2011, we recorded $5.2 million of net realized capital losses from sales of fixed maturity and equity securities, partially offset by $0.4 million of net realized capital gains due to fair value re-measurements on fixed maturity and equity securities.  The gains and losses on the sales of fixed maturity securities in 2011 included the impact of selling part of our municipal bond portfolio as credit concerns arose in this market sector.

 
Net realized capital gains were $82.1 million and $7.3 million for the six months ended June 30, 2012 and 2011, respectively.  For the six months ended June 30, 2012, we recorded $50.4 million of net realized capital gains due to fair value re-measurements on fixed maturity and equity securities and $38.1 million of net realized capital gains from sales of fixed maturity and equity securities, partially offset by $6.4 million of other-than-temporary impairments.  For the six months ended June 30, 2011, we recorded $36.9 million of gains due to fair value re-measurements on fixed maturity and equity securities, partially offset by $14.8 million of other-than-temporary impairments and $14.8 million of net realized capital losses from sales of fixed maturity and equity securities.  The gains and losses on the sales of fixed maturity securities in 2011 included the impact of selling part of our municipal bond portfolio as credit concerns arose in this market sector.

Segment Results.
During the quarter ended September 30, 2011, we realigned our reporting segments to reflect recent changes in the type and volume of business written. We previously reported the results of Marine & Aviation, Surety, A&H Reinsurance and A&H Primary operations as a separate segment—Specialty Underwriting.  The A&H primary business, which is a relatively new line of business for us, has increased significantly, representing approximately 2% of premiums earned and is projected to continue to grow.  The A&H primary business is better aligned with the Insurance reporting segment based on the similarities of this business with those businesses already reflected in the Insurance segment.  The other operating units included in the Specialty Underwriting segment would have encompassed less than 5% of our premiums earned and their volume is projected to remain less than 5%.  As a result of the size of these remaining operating units and their similarity to the business reported within U.S. Reinsurance, they have been reclassified to the U.S. Reinsurance segment.  There has been no change to the International and Bermuda reporting segments.  We have restated all segment information for prior years to conform to the new reporting segment structure.

The U.S. Reinsurance operation writes property and casualty reinsurance and specialty lines of business, including Marine, Aviation, Surety and A&H business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies primarily within the U.S.  The International operation writes non-U.S. property and casualty reinsurance through Everest Re’s branches in Canada and Singapore and through offices in Brazil, Miami and New Jersey.  The Bermuda operation provides reinsurance and insurance to worldwide property and casualty markets and reinsurance to life insurers through brokers and directly with ceding companies from its Bermuda office and reinsurance to the United Kingdom and European markets through its UK branch and Ireland Re.  The Insurance operation writes property and casualty insurance, including medical stop loss insurance, directly and through general agents, brokers and surplus lines brokers within the U.S. and Canada.

These segments are managed independently, but conform with corporate guidelines with respect to pricing, risk management, control of aggregate catastrophe exposures, capital, investments and support operations.  Management generally monitors and evaluates the financial performance of these operating segments based upon their underwriting results.

Underwriting results include earned premium less losses and LAE incurred, commission and brokerage expenses and other underwriting expenses.  We measure our underwriting results using ratios, in particular loss, commission and brokerage and other underwriting expense ratios, which respectively, divide incurred losses, commissions and brokerage and other underwriting expenses by premiums earned.  We utilize inter-affiliate reinsurance, although such reinsurance does not materially impact segment results, as business is generally reported within the segment in which the business was first produced.

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



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

U.S. Reinsurance.
The following table presents the underwriting results and ratios for the U.S. Reinsurance segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Dollars in millions)
 
2012
   
2011
   
Variance
   
% Change
   
2012
   
2011
   
Variance
   
% Change
 
Gross written premiums
  $ 135.5     $ 280.2     $ (144.8 )     -51.7 %   $ 505.0     $ 586.3     $ (81.4 )     -13.9 %
Net written premiums
    135.3       279.4       (144.1 )     -51.6 %     503.6       584.9       (81.4 )     -13.9 %
                                                                 
Premiums earned
  $ 321.4     $ 307.6     $ 13.8       4.5 %   $ 679.3     $ 626.6     $ 52.7       8.4 %
Incurred losses and LAE
    196.2       236.2       (40.0 )     -17.0 %     418.2       518.2       (100.0 )     -19.3 %
Commission and brokerage
    109.9       77.5       32.4       41.9 %     201.5       160.4       41.1       25.6 %
Other underwriting expenses
    10.0       9.9       0.2       1.5 %     20.8       19.8       1.0       5.0 %
Underwriting gain (loss)
  $ 5.3     $ (16.0 )   $ 21.3       -132.9 %   $ 38.9     $ (71.7 )   $ 110.6       -154.3 %
                                                                 
                           
Point Chg
                           
Point Chg
 
Loss ratio
    61.0 %     76.8 %             (15.8 )     61.6 %     82.7 %             (21.1 )
Commission and brokerage ratio
    34.2 %     25.2 %             9.0       29.7 %     25.6 %             4.1  
Other underwriting expense ratio
    3.2 %     3.2 %             -       3.0 %     3.1 %             (0.1 )
Combined ratio
    98.4 %     105.2 %             (6.8 )     94.3 %     111.4 %             (17.1 )
                                                                 
(Some amounts may not reconcile due to rounding.)
                                                               


Premiums. Gross written premiums decreased by 51.7% to $135.5 million for the three months ended June 30, 2012 from $280.2 million for the three months ended June 30, 2011, primarily due to the non-renewal of a large Florida quota share reinsurance contract, partially offset by increased new business and higher premium rates on renewals, particularly for contracts with catastrophe exposed risks.  Net written premiums decreased 51.6% to $135.3 million for the three months ended June 30, 2012 compared to $279.4 million for the same period in 2011, which is in line with the decrease in gross written premiums for the quarter.  Premiums earned increased 4.5% to $321.4 million for the three months ended June 30, 2012 compared to $307.6 million for the three months ended June 30, 2011.  The variance difference between premiums earned and net written premiums was primarily attributable to the non-renewal of the large Florida quota share reinsurance contract and increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.
 
Gross written premiums decreased by 13.9% to $505.0 million for the six months ended June 30, 2012 from $586.3 million for the six months ended June 30, 2011, primarily due to the non-renewal of a large Florida quota share reinsurance contract, partially offset by increased new business and higher premium rates on renewals, particularly for contracts with catastrophe exposed risks.  Net written premiums decreased 13.9% to $503.6 million for the six months ended June 30, 2012 compared to $584.9 million for the same period in 2011, which is in line with the decrease in gross written premiums.  Premiums earned increased 8.4% to $679.3 million for the six months ended June 30, 2012 compared to $626.6 million for the six months ended June 30, 2011.  As with the quarter, the variance difference between premiums earned and net written premiums is primarily attributable to the non-renewal of the large Florida quota share reinsurance contract and increases in new business and rate increases on renewals, particularly for catastrophe exposed contracts.

 
Incurred Losses and LAE. The following tables present the incurred losses and LAE for the U.S. Reinsurance segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 165.9       51.6 %     $ 4.2       1.3 %     $ 170.1       52.9 %  
Catastrophes
    30.0       9.3 %       (3.9 )     -1.2 %       26.1       8.1 %  
A&E
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 195.9       60.9 %     $ 0.3       0.1 %     $ 196.2       61.0 %  
                                                       
2011
                                                     
Attritional
  $ 171.6       55.8 %     $ 1.3       0.4 %     $ 172.9       56.2 %  
Catastrophes
    54.3       17.7 %       8.9       2.9 %       63.2       20.6 %  
A&E
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 225.9       73.5 %     $ 10.2       3.3 %     $ 236.2       76.8 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (5.7 )     (4.2 )
pts
  $ 2.9       0.9  
pts
  $ (2.8 )     (3.3 )
pts
Catastrophes
    (24.3 )     (8.4 )
pts
    (12.8 )     (4.1 )
pts
    (37.1 )     (12.5 )
pts
A&E
    -       -  
pts
    -       -  
pts
    -       -  
pts
Total segment
  $ (30.0 )     (12.6 )
pts
  $ (9.9 )     (3.2 )
pts
  $ (40.0 )     (15.8 )
pts
 
 
   
Six Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 360.5       53.2 %     $ 6.3       0.9 %     $ 366.8       54.1 %  
Catastrophes
    60.0       8.8 %       (8.8 )     -1.3 %       51.2       7.5 %  
A&E
    -       0.0 %       0.1       0.0 %       0.1       0.0 %  
Total segment
  $ 420.5       62.0 %     $ (2.4 )     -0.4 %     $ 418.2       61.6 %  
                                                       
2011
                                                     
Attritional
  $ 338.9       54.0 %     $ 1.1       0.2 %     $ 340.0       54.2 %  
Catastrophes
    168.3       26.9 %       9.9       1.6 %       178.2       28.5 %  
A&E
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 507.2       80.9 %     $ 11.0       1.8 %     $ 518.2       82.7 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ 21.6       (0.8 )
pts
  $ 5.2       0.7  
pts
  $ 26.8       (0.1 )
pts
Catastrophes
    (108.3 )     (18.1 )
pts
    (18.7 )     (2.9 )
pts
    (127.0 )     (21.0 )
pts
A&E
    -       -  
pts
    0.1       -  
pts
    0.1       -  
pts
Total segment
  $ (86.7 )     (18.9 )
pts
  $ (13.4 )     (2.2 )
pts
  $ (100.0 )     (21.1 )
pts
                                                       
(Some amounts may not reconcile due to rounding.)
                                               


Incurred losses were $40.0 million (15.8 points) lower at $196.2 million for the three months ended June 30, 2012 compared to $236.2 million for the three months ended June 30, 2011, primarily as a result of the $37.1 million (12.5 points) decrease in catastrophe losses. The current year attritional losses decreased $5.7 million, or 4.2 points for the quarter primarily due to a shift in the mix of business towards catastrophe excess of loss business, which generally has lower attritional losses.

Incurred losses were $100.0 million (21.1 points) lower at $418.2 million for the six months ended June 30, 2012 compared to $518.2 million for the six months ended June 30, 2011, primarily as a result of the $127.0 million (21.0 points) decrease in catastrophe losses.  The $60.0 million of current year catastrophe losses for 2012 related primarily to U.S. storm losses.  The $168.3 million of current year catastrophe losses for 2011 related primarily to the Japanese earthquake and tsunami ($67.0 million), U.S. storms ($48.0 million), the New Zealand earthquake ($45.0 million) and the Australian floods ($4.3 million).  The current year attritional losses increased $21.6 million, primarily due to the increase in earned premiums and a large marine loss.

 
Segment Expenses.  Commission and brokerage expenses increased by 41.9% to $109.9 million for the three months ended June 30, 2012 compared to $77.5 million for the three months ended June 30, 2011.  Commission and brokerage expenses increased by 25.6% to $201.5 million for the six months ended June 30, 2012 compared to $160.4 million for the six months ended June 30, 2011.  These variances were primarily due to the one-time effect on commissions resulting from the canceled Florida quota share contract.

Segment other underwriting expenses for the three months ended June 30, 2012 increased slightly to $10.0 million from $9.9 million for the three months ended June 30, 2011.  Segment other underwriting expenses for the six months ended June 30, 2012 increased slightly to $20.8 million from $19.8 million for the six months ended June 30, 2011.

International.
The following table presents the underwriting results and ratios for the International segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Dollars in millions)
 
2012
   
2011
   
Variance
   
% Change
   
2012
   
2011
   
Variance
   
% Change
 
Gross written premiums
  $ 344.2     $ 288.7     $ 55.5       19.2 %   $ 621.5     $ 597.6     $ 23.9       4.0 %
Net written premiums
    344.2       286.0       58.2       20.3 %     621.5       590.5       31.0       5.2 %
                                                                 
Premiums earned
  $ 334.4     $ 317.2     $ 17.2       5.4 %   $ 630.5     $ 633.5     $ (3.0 )     -0.5 %
Incurred losses and LAE
    160.2       221.6       (61.4 )     -27.7 %     308.4       826.3       (517.9 )     -62.7 %
Commission and brokerage
    81.8       73.8       8.0       10.8 %     153.0       152.2       0.8       0.5 %
Other underwriting expenses
    6.5       7.0       (0.4 )     -5.9 %     13.3       13.4       (0.1 )     -0.8 %
Underwriting gain (loss)
  $ 85.8     $ 14.8     $ 71.0    
NM
  $ 155.9     $ (358.5 )   $ 514.3       -143.5 %
                                                                 
                           
Point Chg
                           
Point Chg
 
Loss ratio
    47.9 %     69.9 %             (22.0 )     48.9 %     130.4 %             (81.5 )
Commission and brokerage ratio
    24.5 %     23.3 %             1.2       24.3 %     24.0 %             0.3  
Other underwriting expense ratio
    1.9 %     2.1 %             (0.2 )     2.1 %     2.2 %             (0.1 )
Combined ratio
    74.3 %     95.3 %             (21.0 )     75.3 %     156.6 %             (81.3 )
                                                                 
(NM, not meaningful.)
                                                               
(Some amounts may not reconcile due to rounding.)
                                                               
 
Premiums. Gross written premiums increased by 19.2% to $344.2 million for the three months ended June 30, 2012 compared to $288.7 million for the three months ended June 30, 2011, primarily due to increased premium from the Latin American and Asian regions, with the latter experiencing significant rate increases following the 2011 catastrophe loss events, which is offsetting the lower premium impact of the shift in this business away from pro rata to excess of loss.  Net written premiums increased by 20.3% to $344.2 million for the three months ended June 30, 2012 compared to $286.0 million for the same period in 2011, principally as a result of the increase in gross written premiums.  Premiums earned increased 5.4% to $334.4 million for the three months ended June 30, 2012 compared to $317.2 million for the same period in 2011.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased by 4.0% to $621.5 million for the six months ended June 30, 2012 compared to $597.6 million for the six months ended June 30, 2011, primarily due to increased premium from the Latin American and Asian regions, with the latter experiencing significant rate increases following the 2011 catastrophe loss events, which is offsetting the lower premium impact of the shift in this business away from pro rata to excess of loss.  Net written premiums increased by 5.2% to $621.5 million for the six months ended June 30, 2012 compared to $590.5 million for the same period in 2011, principally as a result of the increase in gross written premiums.  Premiums earned decreased 0.5% to $630.5 million for the six months ended June 30, 2012 compared to $633.5 million for the same period in 2011.



Incurred Losses and LAE.  The following tables present the incurred losses and LAE for the International segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 159.5       47.7 %     $ (0.5 )     -0.2 %     $ 158.9       47.5 %  
Catastrophes
    -       0.0 %       1.3       0.4 %       1.3       0.4 %  
Total segment
  $ 159.5       47.7 %     $ 0.8       0.2 %     $ 160.2       47.9 %  
                                                       
2011
                                                     
Attritional
  $ 168.8       53.3 %     $ (5.0 )     -1.6 %     $ 163.8       51.7 %  
Catastrophes
    64.2       20.2 %       (6.3 )     -2.0 %       57.8       18.2 %  
Total segment
  $ 233.0       73.5 %     $ (11.3 )     -3.6 %     $ 221.6       69.9 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (9.3 )     (5.6 )
pts
  $ 4.5       1.4  
pts
  $ (4.9 )     (4.2 )
pts
Catastrophes
    (64.2 )     (20.2 )
pts
    7.6       2.4  
pts
    (56.5 )     (17.8 )
pts
Total segment
  $ (73.5 )     (25.8 )
pts
  $ 12.1       3.8  
pts
  $ (61.4 )     (22.0 )
pts
 
 
   
Six Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 308.1       48.8 %     $ (3.3 )     -0.5 %     $ 304.8       48.3 %  
Catastrophes
    -       0.0 %       3.6       0.6 %       3.6       0.6 %  
Total segment
  $ 308.1       48.8 %     $ 0.3       0.1 %     $ 308.4       48.9 %  
                                                       
2011
                                                     
Attritional
  $ 334.0       52.8 %     $ (10.0 )     -1.6 %     $ 324.0       51.2 %  
Catastrophes
    505.2       79.7 %       (2.9 )     -0.5 %       502.3       79.2 %  
Total segment
  $ 839.2       132.5 %     $ (12.9 )     -2.1 %     $ 826.3       130.4 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (25.9 )     (4.0 )
pts
  $ 6.7       1.1  
pts
  $ (19.2 )     (2.9 )
pts
Catastrophes
    (505.2 )     (79.7 )
pts
    6.5       1.1  
pts
    (498.7 )     (78.6 )
pts
Total segment
  $ (531.1 )     (83.7 )
pts
  $ 13.2       2.2  
pts
  $ (517.9 )     (81.5 )
pts
                                                       
(Some amounts may not reconcile due to rounding.)
                                               


Incurred losses and LAE decreased 27.7% to $160.2 million for the three months ended June 30, 2012 compared to $221.6 million for the three months ended June 30, 2011, representing 22.0 loss ratio points.  The decrease was principally due to a $64.2 million (20.2 points) decrease in current year catastrophe losses.  The 2011 current year catastrophes included the New Zealand earthquake ($38.2 million), the Canadian Slave Lake fire ($15.0 million) and the Japanese earthquake and tsunami ($8.7 million).  The current year attritional losses decreased by $9.3 million, or 5.6 points, due to significant rate increases in the Asian markets, particularly for catastrophe-exposed risks, and a shift in the mix of business towards property catastrophe and excess of loss business, which generally have lower loss ratios.

Incurred losses and LAE decreased 62.7% to $308.4 million for the six months ended June 30, 2012 compared to $826.3 million for the six months ended June 30, 2011, representing 81.5 loss ratio points.  The decrease was principally due to a $505.2 million (79.7 points) decrease in current year catastrophe losses.  The 2011 current year catastrophes included the Japanese earthquake and tsunami ($273.7 million), the New Zealand earthquake ($158.2 million), the Australian flood ($45.1 million) and the Canadian Slave Lake fire ($15.0 million).  Current years’ attritional losses decreased by $25.9 million (4.0 points) due to significant rate increases in the Asian markets, particularly for catastrophe-exposed risks and a shift in the mix of business towards property catastrophe and excess of loss business, which generally have lower loss ratios.


Segment Expenses. Commission and brokerage increased 10.8% to $81.8 million for the three months ended June 30, 2012 compared to $73.8 million for the same period in 2011.  This change is mainly due to the increase in earned premiums during the quarter. Commission and brokerage increased slightly to $153.0 million for the six months ended June 30, 2012 compared to $152.2 million for the same period in 2011.

Segment other underwriting expenses decreased to $6.5 million for the three months ended June 30, 2012 compared to $7.0 million for the same period in 2011.  Segment other underwriting expenses decreased slightly to $13.3 million for the six months ended June 30, 2012 compared to $13.4 million for the same period in 2011.

Bermuda.
The following table presents the underwriting results and ratios for the Bermuda segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Dollars in millions)
 
2012
   
2011
   
Variance
   
% Change
   
2012
   
2011
   
Variance
   
% Change
 
Gross written premiums
  $ 174.1     $ 176.4     $ (2.3 )     -1.3 %   $ 362.0     $ 354.9     $ 7.1       2.0 %
Net written premiums
    174.1       176.4       (2.3 )     -1.3 %     361.3       355.0       6.4       1.8 %
                                                                 
Premiums earned
  $ 169.8     $ 203.1     $ (33.2 )     -16.4 %   $ 333.7     $ 365.5     $ (31.7 )     -8.7 %
Incurred losses and LAE
    101.7       125.8       (24.1 )     -19.2 %     206.9       329.7       (122.8 )     -37.3 %
Commission and brokerage
    45.3       53.2       (7.9 )     -14.8 %     88.6       93.8       (5.2 )     -5.6 %
Other underwriting expenses
    6.9       6.7       0.2       2.9 %     14.4       13.4       1.0       7.2 %
Underwriting gain (loss)
  $ 15.9     $ 17.3     $ (1.4 )     -8.0 %   $ 23.9     $ (71.5 )   $ 95.3       -133.4 %
                                                                 
                           
Point Chg
                           
Point Chg
 
Loss ratio
    59.9 %     62.0 %             (2.1 )     62.0 %     90.2 %             (28.2 )
Commission and brokerage ratio
    26.7 %     26.2 %             0.5       26.6 %     25.7 %             0.9  
Other underwriting expense ratio
    4.0 %     3.3 %             0.7       4.2 %     3.7 %             0.5  
Combined ratio
    90.6 %     91.5 %             (0.9 )     92.8 %     119.6 %             (26.8 )
                                                                 
(Some amounts may not reconcile due to rounding.)
                                                               


Premiums.  Gross written premiums decreased 1.3% to $174.1 million for the three months ended June 30, 2012 compared to $176.4 million for the three months ended June 30, 2011, primarily due to strong competition in the European market partially offset by new business and increased premium on existing business written in our Bermuda office.  Net written premiums decreased 1.3% to $174.1 million for the three months ended June 30, 2012 compared to $176.4 million for the three months ended June 30, 2011, in line with the decrease in gross written premiums.  Premiums earned decreased 16.4% to $169.8 million for the three months ended June 30, 2012 compared to $203.1 million for the three months ended June 30, 2011.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums increased 2.0% to $362.0 million for the six months ended June 30, 2012 compared to $354.9 million for the six months ended June 30, 2011, primarily due to new business and increased premium on existing business written in our Bermuda office partially offset by strong competition in the European market.  Net written premiums increased 1.8% to $361.3 million for the six months ended June 30, 2012 compared to $355.0 million for the six months ended June 30, 2011, in line with the increase in gross written premiums.  Premiums earned decreased 8.7% to $333.7 million for the six months ended June 30, 2012 compared to $365.5 million for the six months ended June 30, 2011.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

 
Incurred Losses and LAE.  The following tables present the incurred losses and LAE for the Bermuda segment for the periods indicated.
 
   
Three Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 102.3       60.3 %     $ (3.2 )     -1.9 %     $ 99.1       58.4 %  
Catastrophes
    -       0.0 %       2.6       1.5 %       2.6       1.5 %  
A&E
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 102.3       60.3 %     $ (0.6 )     -0.4 %     $ 101.7       59.9 %  
                                                       
2011
                                                     
Attritional
  $ 122.1       60.2 %     $ 1.3       0.6 %     $ 123.4       60.8 %  
Catastrophes
    4.5       2.2 %       (2.9 )     -1.4 %       1.6       0.8 %  
A&E
    -       0.0 %       0.8       0.4 %       0.8       0.4 %  
Total segment
  $ 126.6       62.4 %     $ (0.8 )     -0.4 %     $ 125.8       62.0 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (19.8 )     0.1  
pts
  $ (4.5 )     (2.5 )
pts
  $ (24.3 )     (2.4 )
pts
Catastrophes
    (4.5 )     (2.2 )
pts
    5.5       2.9  
pts
    1.0       0.7  
pts
A&E
    -       -  
pts
    (0.8 )     (0.4 )
pts
    (0.8 )     (0.4 )
pts
Total segment
  $ (24.3 )     (2.1 )
pts
  $ 0.2       -  
pts
  $ (24.1 )     (2.1 )
pts
 
 
   
Six Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 204.5       61.3 %     $ (2.8 )     -0.8 %     $ 201.8       60.5 %  
Catastrophes
    -       0.0 %       5.1       1.5 %       5.1       1.5 %  
A&E
    -       0.0 %       -       0.0 %       0.0       0.0 %  
Total segment
  $ 204.5       61.3 %     $ 2.4       0.7 %     $ 206.9       62.0 %  
                                                       
2011
                                                     
Attritional
  $ 216.6       59.3 %     $ 5.2       1.4 %     $ 221.8       60.7 %  
Catastrophes
    114.5       31.3 %       (7.4 )     -2.0 %       107.1       29.3 %  
A&E
    -       0.0 %       0.8       0.2 %       0.8       0.2 %  
Total segment
  $ 331.1       90.6 %     $ (1.4 )     -0.4 %     $ 329.7       90.2 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (12.1 )     2.0  
pts
  $ (8.0 )     (2.2 )
pts
  $ (20.0 )     (0.2 )
pts
Catastrophes
    (114.5 )     (31.3 )
pts
    12.5       3.5  
pts
    (102.0 )     (27.8 )
pts
A&E
    -       -  
pts
    (0.8 )     (0.2 )
pts
    (0.8 )     (0.2 )
pts
Total segment
  $ (126.6 )     (29.3 )
pts
  $ 3.8       1.1  
pts
  $ (122.8 )     (28.2 )
pts
                                                       
(Some amounts may not reconcile due to rounding.)
                                               
 
Incurred losses and LAE decreased 19.2% to $101.7 million for the three months ended June 30, 2012 compared to $125.8 million for the three months ended June 30, 2011.  The decrease was principally due to a $19.8 million decrease in current year attritional losses, which is in line with the reduction in premiums earned.

Incurred losses and LAE decreased 37.3% to $206.9 million for the six months ended June 30, 2012 compared to $329.7 million for the six months ended June 30, 2011.  The decrease was principally due to a $114.5 million (31.3 points) decrease in current year catastrophe losses. The 2011 current year catastrophe losses included the Japanese earthquake and tsunami ($71.5 million) and the New Zealand earthquake ($38.8 million).

Segment Expenses.  Commission and brokerage decreased 14.8% to $45.3 million for the three months ended June 30, 2012 compared to $53.2 million for the three months ended June 30, 2011.  Commission and brokerage decreased 5.6% to $88.6 million for the six months ended June 30, 2012 compared to $93.8 million for the six months ended June 30, 2011.  These declines were mainly due to the decreases in earned premiums.

 
Segment other underwriting expenses increased slightly to $6.9 million for the three months ended June 30, 2012 compared to $6.7 million for the same period in 2011.  Segment other underwriting expenses increased slightly to $14.4 million for the six months ended June 30, 2012 compared to $13.4 million for the same period in 2011.

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

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
(Dollars in millions)
 
2012
   
2011
   
Variance
   
% Change
   
2012
   
2011
   
Variance
   
% Change
 
Gross written premiums
  $ 255.3     $ 242.5     $ 12.7       5.2 %   $ 467.0     $ 514.0     $ (47.0 )     -9.1 %
Net written premiums
    203.1       213.3       (10.2 )     -4.8 %     385.1       444.6       (59.4 )     -13.4 %
                                                                 
Premiums earned
  $ 212.2     $ 212.0     $ 0.1       0.1 %   $ 392.2     $ 425.7     $ (33.5 )     -7.9 %
Incurred losses and LAE
    149.7       152.1       (2.4 )     -1.6 %     276.9       311.3       (34.5 )     -11.1 %
Commission and brokerage
    28.8       32.9       (4.1 )     -12.5 %     60.2       67.4       (7.2 )     -10.7 %
Other underwriting expenses
    26.2       22.4       3.8       17.1 %     49.7       44.3       5.5       12.3 %
Underwriting gain (loss)
  $ 7.4     $ 4.6     $ 2.8       60.4 %   $ 5.3     $ 2.6     $ 2.7       104.8 %
                                                                 
                           
Point Chg
                           
Point Chg
 
Loss ratio
    70.6 %     71.7 %             (1.1 )     70.6 %     73.1 %             (2.5 )
Commission and brokerage ratio
    13.6 %     15.5 %             (1.9 )     15.4 %     15.8 %             (0.4 )
Other underwriting expense ratio
    12.3 %     10.6 %             1.7       12.6 %     10.5 %             2.1  
Combined ratio
    96.5 %     97.8 %             (1.3 )     98.6 %     99.4 %             (0.8 )
                                                                 
(Some amounts may not reconcile due to rounding.)
                                                               


Premiums.  Gross written premiums increased by 5.2% to $255.3 million for the three months ended June 30, 2012 compared to $242.5 million for the three months ended June 30, 2011. This increase was primarily due to the increase in crop premiums partially offset by the run-off of terminated business.  Net written premiums decreased 4.8% to $203.1 million for the three months ended June 30, 2012 compared to $213.3 million for the same period in 2011 due to an increase in the use of reinsurance on our crop business.  Premiums earned slightly increased 0.1% to $212.2 million for the three months ended June 30, 2012 compared to $212.0 million for the three months ended June 30, 2011.  The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over coverage period whereas written premiums are recorded at the initiation of the coverage period.

Gross written premiums decreased by 9.1% to $467.0 million for the six months ended June 30, 2012 compared to $514.0 million for the six months ended June 30, 2011. This decrease was primarily driven by the termination and runoff of several large casualty programs, partially offset by an increase in crop and A&H primary business.  Net written premiums decreased 13.4% to $385.1 million for the six months ended June 30, 2012 compared to $444.6 million for the same period in 2011 due to lower gross premiums.  Premiums earned decreased 7.9% to $392.2 million for the six months ended June 30, 2012 compared to $425.7 million for the six months ended June 30, 2011.  The change in premiums earned is relatively consistent with the decrease in net written premiums.


Incurred Losses and LAE. The following tables present the incurred losses and LAE for the Insurance segment for the periods indicated.

   
Three Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 150.3       70.9 %     $ (0.6 )     -0.3 %     $ 149.7       70.6 %  
Catastrophes
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 150.3       70.9 %     $ (0.6 )     -0.3 %     $ 149.7       70.6 %  
                                                       
2011
                                                     
Attritional
  $ 151.8       71.5 %     $ -       0.0 %     $ 151.8       71.5 %  
Catastrophes
    -       0.0 %       0.3       0.2 %       0.3       0.2 %  
Total segment
  $ 151.8       71.5 %     $ 0.3       0.2 %     $ 152.1       71.7 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (1.5 )     (0.6 )
pts
  $ (0.6 )     (0.3 )
pts
  $ (2.1 )     (0.9 )
pts
Catastrophes
    -       -  
pts
    (0.3 )     (0.2 )
pts
    (0.3 )     (0.2 )
pts
Total segment
  $ (1.5 )     (0.6 )
pts
  $ (0.9 )     (0.5 )
pts
  $ (2.4 )     (1.1 )
pts
 
 
   
Six Months Ended June 30,
   
Current
   
Ratio %/
 
Prior
   
Ratio %/
 
Total
   
Ratio %/
(Dollars in millions)
 
Year
   
Pt Change
 
Years
   
Pt Change
 
Incurred
   
Pt Change
2012
                                         
Attritional
  $ 277.4       70.7 %     $ (0.6 )     -0.1 %     $ 276.9       70.6 %  
Catastrophes
    -       0.0 %       -       0.0 %       -       0.0 %  
Total segment
  $ 277.4       70.7 %     $ (0.6 )     -0.1 %     $ 276.9       70.6 %  
                                                       
2011
                                                     
Attritional
  $ 311.0       73.0 %     $ -       0.0 %     $ 311.0       73.0 %  
Catastrophes
    -       0.0 %       0.3       0.1 %       0.3       0.1 %  
Total segment
  $ 311.0       73.0 %     $ 0.3       0.1 %     $ 311.3       73.1 %  
                                                       
Variance 2012/2011
                                                     
Attritional
  $ (33.6 )     (2.3 )
pts
  $ (0.6 )     (0.1 )
pts
  $ (34.1 )     (2.4 )
pts
Catastrophes
    -       -  
pts
    (0.3 )     (0.1 )
pts
    (0.3 )     (0.1 )
pts
Total segment
  $ (33.6 )     (2.3 )
pts
  $ (0.9 )     (0.2 )
pts
  $ (34.5 )     (2.5 )
pts
                                                       
(Some amounts may not reconcile due to rounding.)
                                               


Incurred losses and LAE decreased by $2.4 million, or 1.6%, to $149.7 million for the three months ended June 30, 2012 compared to $152.1 million for the three months ended June 30, 2011. This was due to a decrease of $1.5 million in current year attritional losses primarily driven by a shift in the mix of business towards short-tail business with lower loss ratios.

Incurred losses and LAE decreased by $34.5 million, or 11.1%, to $276.9 million for the six months ended June 30, 2012 compared to $311.3 million for the six months ended June 30, 2011. This was primarily due to a decrease of $33.6 million in current year attritional losses driven by the decline in premiums earned and a shift in the mix of business towards short-tail business with lower loss ratios.

Segment Expenses. Commission and brokerage decreased by 12.5% to $28.8 million for the three months ended June 30, 2012 compared to $32.9 million for the three months ended June 30, 2011.  Commission and brokerage decreased by 10.7% to $60.2 million for the six months ended June 30, 2012 compared to $67.4 million for the six months ended June 30, 2011.  These declines were mainly due to a change in the mix of business from program business to direct business, which carries a lower commission ratio.

Segment other underwriting expenses increased to $26.2 million for the three months ended June 30, 2012 compared to $22.4 million for the same period in 2011.  Segment other underwriting expenses increased to $49.7 million for the six months ended June 30, 2012 compared to $44.3 million for the same period in 2011.



FINANCIAL CONDITION

Cash and Invested Assets.  Aggregate invested assets, including cash and short-term investments, were $16,029.8 million at June 30, 2012, an increase of $232.4 million compared to $15,797.4 million at December 31, 2011.  This increase was primarily the result of $304.5 million of cash flows from operations, $83.0 million of unrealized appreciation, $50.4 million in fair value re-measurements, $28.5 million in equity adjustments of our limited partnership investments, $18.6 million due to fluctuations in foreign currencies and $6.0 million of unsettled securities, partially offset by $225.0 million paid for share repurchases and $50.8 million paid out in dividends to shareholders.

Our principal investment objectives are to ensure funds are available to meet our insurance and reinsurance obligations and to maximize after-tax investment income while maintaining a high quality diversified investment portfolio.  Considering these objectives, we view our investment portfolio as having two components: 1) the investments needed to satisfy outstanding liabilities (our core fixed maturities portfolio) and 2) investments funded by our shareholders’ equity.

For the portion needed to satisfy global outstanding liabilities, we generally invest in taxable and tax-preferenced fixed income securities with an average credit quality of Aa3.  For the U.S. portion of this portfolio, our mix of taxable and tax-preferenced investments is adjusted periodically, consistent with our current and projected U.S. operating results, market conditions and our tax position.  This global fixed maturity securities portfolio is externally managed by an independent, professional investment manager using portfolio guidelines approved by internal management.

Our global portfolio included $1,756.8 million of foreign government securities at June 30, 2012, of which $788.7 million were European sovereign securities.  Approximately 56.3%, 19.2% and 7.2% of European sovereign securities represented securities held in the governments of the United Kingdom, France and Austria, respectively.  No other countries represented more than 5% of the European sovereign securities.  We held no sovereign securities of Portugal, Italy, Ireland, Greece or Spain at June 30, 2012.

Over the past few years and particularly in 2010 and 2011, we have expanded the allocation of our investments funded by shareholders’ equity to include:  1) a greater percentage of publicly traded equity securities, 2) emerging market fixed maturities through mutual fund structures, 3) high yield fixed maturities, 4) bank loan securities and 5) private equity limited partnership investments.  The objective of this portfolio diversification is to enhance the risk-adjusted total return of the investment portfolio by allocating a prudent portion of the portfolio to higher return asset classes, which are also less subject to changes in value with movements in interest rates.  We limit our allocation to these asset classes because of 1) the potential for volatility in their values and 2) the impact of these investments on regulatory and rating agency capital adequacy models.  We use investment managers experienced in these markets and adjust our allocation to these investments based upon market conditions.  At June 30, 2012, the market value of investments in these investment market sectors, carried at both market and fair value, approximated 58.7% of shareholders’ equity.

The Company’s limited partnership investments are comprised of limited partnerships that invest in private equities.  Generally, the limited partnerships are reported on a quarter lag.  All of the limited partnerships are required to report using fair value accounting in accordance with FASB guidance.  We receive annual audited financial statements for all of the limited partnerships.  For the quarterly reports, the Company’s staff performs reviews of the financial reports for any unusual changes in carrying value.  If the Company becomes aware of a significant decline in value during the lag reporting period, the loss will be recorded in the period in which the Company identifies the decline.



The tables below summarize the composition and characteristics of our investment portfolio as of the dates indicated.
 
(Dollars in millions)
 
At June 30, 2012
   
At December 31, 2011
 
Fixed maturities, market value
  $ 12,480.4       77.9 %   $ 12,293.5       77.8 %
Fixed maturities, fair value
    62.8       0.4 %     113.6       0.7 %
Equity securities, market value
    331.2       2.1 %     448.9       2.9 %
Equity securities, fair value
    1,215.5       7.5 %     1,249.1       7.9 %
Short-term investments
    947.6       5.9 %     685.3       4.4 %
Other invested assets
    593.5       3.7 %     558.2       3.5 %
Cash
    398.9       2.5 %     448.7       2.8 %
Total investments and cash
  $ 16,029.8       100.0 %   $ 15,797.4       100.0 %
                                 
(Some amounts may not reconcile due to rounding.)
                               
 
 
 
At
 
At
 
June 30, 2012
 
December 31, 2011
Fixed income portfolio duration (years)
2.9
 
3.0
Fixed income composite credit quality
Aa3
 
Aa3
Imbedded end of period yield, pre-tax
3.7%
 
3.9%
Imbedded end of period yield, after-tax
3.2%
 
3.4%
 
The following table provides a comparison of our total return by asset class relative to broadly accepted industry benchmarks for the periods indicated.

 
Six Months Ended
 
Twelve Months Ended
 
June 30, 2012
 
December 31, 2011
Fixed income portfolio total return
2.3%
 
4.7%
Barclay's Capital - U.S. aggregate index
2.4%
 
7.8%
       
Common equity portfolio total return
6.3%
 
2.7%
S&P 500 index
9.5%
 
2.1%
       
Other invested asset portfolio total return
7.0%
 
13.5%
 

The pre-tax equivalent total return for the bond portfolio was approximately 2.4% and 5.1% at June 30, 2012 and December 31, 2011, respectively.  The pre-tax equivalent return adjusts the yield on tax-exempt bonds to the fully taxable equivalent.

As indicated above, there is a relatively large variation between the total return on our fixed income portfolio for the year ended December 31, 2011 versus the Barclay’s -U.S. aggregate index for the same period.   One of the reasons is that the duration of our portfolio is much shorter than the duration of the index.  Historically, our duration has been shorter than the index because we align our investment portfolio with our liabilities.  In addition, we have recently shortened our duration in anticipation of a reversing trend in interest rate movements.  With interest rates continuing to decline in 2011, the index benefited from its longer duration; however, in the longer term, there will be a benefit from a reduced exposure to unrealized market valuation losses on our fixed income portfolio if interest rates rise.  The composition of the index is also different from our portfolio as we hold foreign securities to match our foreign liabilities, while the index is comprised of only U.S. securities.

Reinsurance Receivables.  Reinsurance receivables for both paid and recoverable on unpaid losses totaled $598.4 million at June 30, 2012 and $580.3 million at December 31, 2011.  At June 30, 2012, $200.3 million, or 33.5%, was receivable from C.V. Starr (Bermuda); $62.8 million, or 10.5%, was receivable from Transatlantic Reinsurance Company; $56.5 million, or 9.4%, was receivable from Berkley Insurance Company and $39.2 million, or 6.5%, was receivable from Munich Reinsurance Company.  The receivable from C.V. Starr is fully collateralized by a trust agreement.  No other retrocessionaire accounted for more than 5% of our receivables.



Loss and LAE Reserves.   Gross loss and LAE reserves totaled $9,890.8 million at June 30, 2012 and $10,123.2 million at December 31, 2011.

The following tables summarize gross outstanding loss and LAE reserves by segment, classified by case reserves and IBNR reserves, for the periods indicated.

   
At June 30, 2012
 
   
Case
   
IBNR
   
Total
   
% of
 
(Dollars in millions)
 
Reserves
   
Reserves
   
Reserves
   
Total
 
U.S. Reinsurance
  $ 1,581.2     $ 1,855.9     $ 3,437.2       34.7 %
International
    1,222.1       724.0       1,946.1       19.7 %
Bermuda
    855.1       1,059.9       1,915.0       19.4 %
Insurance
    927.6       1,196.0       2,123.7       21.5 %
Total excluding A&E
    4,586.1       4,835.9       9,422.0       95.3 %
A&E
    284.0       184.9       468.8       4.7 %
Total including A&E
  $ 4,870.1     $ 5,020.7     $ 9,890.8       100.0 %
                                 
(Some amounts may not reconcile due to rounding.)
                               

 
   
At December 31, 2011
 
   
Case
   
IBNR
   
Total
   
% of
 
(Dollars in millions)
 
Reserves
   
Reserves
   
Reserves
   
Total
 
U.S. Reinsurance
  $ 1,556.3     $ 1,889.3     $ 3,445.6       34.1 %
International
    1,279.7       857.7       2,137.4       21.1 %
Bermuda
    805.4       1,067.2       1,872.6       18.5 %
Insurance
    949.2       1,218.5       2,167.7       21.4 %
Total excluding A&E
    4,590.5       5,032.8       9,623.3       95.1 %
A&E
    289.1       210.9       499.9       4.9 %
Total including A&E
  $ 4,879.6     $ 5,243.6     $ 10,123.2       100.0 %
                                 
(Some amounts may not reconcile due to rounding.)
                               


Changes in premiums earned and business mix, reserve re-estimations, catastrophe losses and changes in catastrophe loss reserves and claim settlement activity all impact loss and LAE reserves by segment and in total.

Our loss and LAE reserves represent our best estimate of our ultimate liability for unpaid claims.  We continuously re-evaluate our reserves, including re-estimates of prior period reserves, taking into consideration all available information and, in particular, newly reported loss and claim experience.  Changes in reserves resulting from such re-evaluations are reflected in incurred losses in the period when the re-evaluation is made.  Our analytical methods and processes operate at multiple levels including individual contracts, groupings of like contracts, classes and lines of business, internal business units, segments, legal entities, and in the aggregate.  In order to set appropriate reserves, we make qualitative and quantitative analyses and judgments at these various levels.  Additionally, the attribution of reserves, changes in reserves and incurred losses among accident years requires qualitative and quantitative adjustments and allocations at these various levels.  We utilize actuarial science, business expertise and management judgment in a manner intended to ensure the accuracy and consistency of our reserving practices.  Nevertheless, our reserves are estimates, which are subject to variation, which may be significant.

There can be no assurance that reserves for, and losses from, claim obligations will not increase in the future, possibly by a material amount.  However, we believe that our existing reserves and reserving methodologies lessen the probability that any such increase would have a material adverse effect on our financial condition, results of operations or cash flows.  In this context, we note that over the past 10 years, our calendar year operations have been affected by effects from prior period reserve re-estimates, ranging from a favorable $30.9 million in 2010, representing 0.4% of the net prior period reserves for the year in which the adjustment was made, to an unfavorable $249.4 million in 2004, representing 4.8% of the net prior period reserves for the year in which the adjustment was made.



Asbestos and Environmental Exposures.  A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy.  The following table summarizes incurred losses and outstanding loss reserves with respect to A&E reserves on both a gross and net of retrocessions basis for the periods indicated.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in millions)
 
2012
   
2011
   
2012
   
2011
 
Gross Basis:
                       
Beginning of period reserves
  $ 486.5     $ 535.8     $ 499.9     $ 554.8  
Incurred losses
    -       0.8       0.1       0.8  
Paid losses
    (17.7 )     (9.8 )     (31.2 )     (28.8 )
End of period reserves
  $ 468.8     $ 526.7     $ 468.8     $ 526.7  
                                 
Net Basis:
                               
Beginning of period reserves
  $ 467.6     $ 514.7     $ 480.2     $ 532.9  
Incurred losses
    -       0.8       0.1       0.8  
Paid losses
    (16.8 )     (9.5 )     (29.5 )     (27.8 )
End of period reserves
  $ 450.8     $ 505.9     $ 450.8     $ 505.9  
                                 
(Some amounts may not reconcile due to rounding.)
                               


At June 30, 2012, the gross reserves for A&E losses were comprised of $146.9 million representing case reserves reported by ceding companies, $92.8 million representing additional case reserves established by us on assumed reinsurance claims, $44.3 million representing case reserves established by us on direct excess insurance claims, including Mt. McKinley, and $184.8 million representing IBNR reserves.

With respect to asbestos only, at June 30, 2012, we had gross asbestos loss reserves of $449.8 million, or 95.9%, of total A&E reserves, of which $359.2 million was for assumed business and $90.6 million was for direct business.

Industry analysts use the “survival ratio” to compare the A&E reserves among companies with such liabilities.  The survival ratio is typically calculated by dividing a company’s current net reserves by the three year average of annual paid losses.  Hence, the survival ratio equals the number of years that it would take to exhaust the current reserves if future loss payments were to continue at historical levels.  Using this measurement, our net three year asbestos survival ratio was 6.4 years at June 30, 2012.  These metrics can be skewed by individual large settlements occurring in the prior three years and therefore, may not be indicative of the timing of future payments.

Because the survival ratio was developed as a comparative measure of reserve strength and does not indicate absolute reserve adequacy, we consider, but do not rely on, the survival ratio when evaluating our reserves.  In particular, we note that year to year loss payment variability can be material.  This is due, in part, to our orientation to negotiated settlements, particularly on our Mt. McKinley exposures, which significantly reduces the credibility and utility of this measure as an analytical tool.  In the first half of 2012, we made asbestos net claim payments of $2.4 million to Mt McKinley high profile claimants where the claim was either closed or a settlement had been reached.  Such payments, which are non-repetitive, distort downward our three year survival ratio.  Adjusting for such settlements, recognizing that total settlements are generally considered fully reserved to an agreed settlement, we consider that our adjusted asbestos survival ratio for net unsettled claims is 8.6 years, which is better than prevailing industry norms.

Shareholders’ Equity.  Our shareholders’ equity increased to $6,417.4 million as of June 30, 2012 from $6,071.4 million as of December 31, 2011.  This increase was the result of $519.3 million of net income, $78.3 million of unrealized appreciation on investments, net of tax, share-based compensation transactions of $31.3 million and $2.0 million of net benefit plan obligation adjustments, partially offset by repurchases of 2.4 million common shares for $225.0 million, $50.8 million of shareholder dividends and $9.1 million of net foreign currency translation adjustments.



LIQUIDITY AND CAPITAL RESOURCES

Capital.  Our business operations are in part dependent on our financial strength and financial strength ratings, and the market’s perception of our financial strength, as measured by shareholders’ equity, which was $6,417.4 million at June 30, 2012 and $6,071.4 million at December 31, 2011.  On March 13, 2009, Everest Re and Everest National, wholly-owned indirect subsidiaries of the Company, received notification of a one level ratings downgrade by Standard & Poor’s.  On April 7, 2010, Standard & Poor’s upgraded the Company’s debt ratings one level.  On January 24, 2012, Moody’s affirmed the ratings of the Company’s operating subsidiaries but changed the outlook on the ratings from stable to negative reflecting their opinion of the potential direction of the ratings over the medium term (12 to 18 months). Management will continue to work with Moody’s over this time to address their concerns but it is not possible to predict the potential outcome. Management does not believe that a one notch downgrade would have a material adverse affect on the Company’s business.  We continue to possess significant financial flexibility and access to the debt and equity markets as a result of our perceived financial strength, as evidenced by the financial strength ratings as assigned by independent rating agencies.

From time to time, we have used open market share repurchases to adjust our capital position and enhance long term expected returns to our shareholders.  On July 21, 2008, our existing authorization to purchase up to 5 million of our shares was amended to authorize the purchase of up to 10 million shares.  On February 24, 2010, our existing authorization to purchase up to 10 million of our shares was amended to authorize the purchase of up to 15 million shares.  On February 22, 2012, our existing authorization to purchase up to 15 million of our shares was amended to authorize the purchase of up to 20 million shares.  As of June 30, 2012, we had repurchased 15.1 million shares under this authorization.

On October 14, 2011, we renewed our shelf registration statement on Form S-3ASR with the Securities and Exchange Commission (“SEC”), as a Well Known Seasoned Issuer.  This shelf registration statement can be used by Group to register common shares, preferred shares, debt securities, warrants, share purchase contracts and share purchase units; by Holdings to register debt securities and by Everest Re Capital Trust III (“Capital Trust III”) to register trust preferred securities.

Liquidity.  Our principal investment objectives are to ensure funds are available to meet our insurance and reinsurance obligations and to maximize after-tax investment income while maintaining a high quality diversified investment portfolio.  Considering these objectives, we view our investment portfolio as having two components: 1) the investments needed to satisfy outstanding liabilities (our core fixed maturities portfolio) and 2) investments funded by our shareholders’ equity.

For the portion needed to satisfy global outstanding liabilities, we generally invest in taxable and tax-preferenced fixed income securities with an average credit quality of Aa3.  For the U.S. portion of this portfolio, our mix of taxable and tax-preferenced investments is adjusted periodically, consistent with our current and projected U.S. operating results, market conditions and our tax position.  This global fixed maturity securities portfolio is externally managed by an independent, professional investment manager using portfolio guidelines approved by internal management.

Over the past few years and particularly in 2010 and 2011, we have expanded the allocation of our investments funded by shareholders’ equity to include:  1) a greater percentage of publicly traded equity securities, 2) emerging market fixed maturities through mutual fund structures, 3) high yield fixed maturities, 4) bank loan securities and 5) private equity limited partnership investments.  The objective of this portfolio diversification is to enhance the risk-adjusted total return of the investment portfolio by allocating a prudent portion of the portfolio to higher return asset classes, which are also less subject to changes in value with movements in interest rates.  We limit our allocation to these asset classes because of 1) the potential for volatility in their values and 2) the impact of these investments on regulatory and rating agency capital adequacy models.  We use investment managers experienced in these markets and adjust our allocation to these investments based upon market conditions.  At June 30, 2012, the market value of investments in these investment market sectors, carried at both market and fair value, approximated 58.7% of shareholders’ equity.



Our liquidity requirements are generally met from positive cash flow from operations.  Positive cash flow results from reinsurance and insurance premiums being collected prior to disbursements for claims, which disbursements generally take place over an extended period after the collection of premiums, sometimes a period of many years.  Collected premiums are generally invested, prior to their use in such disbursements, and investment income provides additional funding for loss payments.  Our net cash flows from operating activities were $304.5 million and $338.7 million for the six months ended June 30, 2012 and 2011, respectively.  Additionally, these cash flows reflected a net tax payment of $23.8 million and a net tax refund of $12.5 million for the six months ended June 30, 2012 and 2011, respectively; net catastrophe loss payments of $285.9 million and $186.7 million for the six months ended June 30, 2012 and 2011, respectively; and net A&E payments of $29.5 million and $27.8 million for the six months ended June 30, 2012 and 2011, respectively.

If disbursements for claims and benefits, policy acquisition costs and other operating expenses were to exceed premium inflows, cash flow from reinsurance and insurance operations would be negative.  The effect on cash flow from insurance operations would be partially offset by cash flow from investment income.  Additionally, cash inflows from investment maturities and dispositions, both short-term investments and longer term maturities are available to supplement other operating cash flows.

As the timing of payments for claims and benefits cannot be predicted with certainty, we maintain portfolios of long term invested assets with varying maturities, along with short-term investments that provide additional liquidity for payment of claims.  At June 30, 2012 and December 31, 2011, we held cash and short-term investments of $1,346.5 million and $1,134.0 million, respectively.  All of our short-term investments are readily marketable and can be converted to cash.  In addition to these cash and short-term investments, at June 30, 2012, we had $808.5 million of available for sale fixed maturity securities maturing within one year or less, $5,464.0 million maturing within one to five years and $3,544.7 million maturing after five years.  Our $1,546.7 million of equity securities are comprised primarily of publicly traded securities that can be easily liquidated.  We believe that these fixed maturity and equity securities, in conjunction with the short-term investments and positive cash flow from operations, provide ample sources of liquidity for the expected payment of losses in the near future.  We do not anticipate selling securities or using available credit facilities to pay losses and LAE but have the ability to do so.  Sales of securities might result in realized capital gains or losses.  At June 30, 2012 we had $630.7 million of net pre-tax unrealized appreciation, comprised of $685.6 million of pre-tax unrealized appreciation and $54.9 million of pre-tax unrealized depreciation.

Management expects annual positive cash flow from operations, which in general reflects the strength of overall pricing, to persist over the near term, absent any unusual catastrophe activity.  Due to the significant catastrophe losses in 2011, cash flow from operations may be impacted in the near term as these losses are paid.  In the intermediate and long term, our cash flow from operations will be impacted to the extent by which competitive pressures affect overall pricing in our markets and by which our premium receipts are impacted from our strategy of emphasizing underwriting profitability over premium volume.

Effective June 22, 2012, Group, Bermuda Re and Everest International entered into a four year, $800.0 million senior credit facility with a syndicate of lenders, which amended and restated in its entirety the July 27, 2007, five year, $850.0 million senior credit facility.  Both the June 22, 2012 and July 27, 2007 senior credit facilities, which have similar terms, are referred to as the “Group Credit Facility”.  Wells Fargo Corporation (“Wells Fargo Bank”) is the administrative agent for the Group Credit Facility, which consists of two tranches.  Tranche one provides up to $200.0 million of unsecured revolving credit for liquidity and general corporate purposes, and for the issuance of unsecured standby letters of credit.  The interest on the revolving loans shall, at the Company’s option, be either (1) the Base Rate (as defined below) or (2) an adjusted London Interbank Offered Rate (“LIBOR”) plus a margin.  The Base Rate is the higher of (a) the prime commercial lending rate established by Wells Fargo Bank, (b) the Federal Funds Rate plus 0.5% per annum or (c) the one month LIBOR Rate plus 1.0% per annum. The amount of margin and the fees payable for the Group Credit Facility depends on Group’s senior unsecured debt rating.  Tranche two exclusively provides up to $600.0 million for the issuance of standby letters of credit on a collateralized basis.




The Group Credit Facility requires Group to maintain a debt to capital ratio of not greater than 0.35 to 1 and to maintain a minimum net worth.  Minimum net worth is an amount equal to the sum of $4,250.0 million plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2012 and for which consolidated net income is positive, plus 25% of any increase in consolidated net worth during such period attributable to the issuance of ordinary and preferred shares, which at June 30, 2012, was $4,387.6 million.  As of June 30, 2012, the Company was in compliance with all Group Credit Facility covenants.

At June 30, 2012, the Group Credit Facility had no outstanding letters of credit under tranche one and $436.8 million outstanding letters of credit under tranche two.  At December 31, 2011, the Group Credit Facility had no outstanding letters of credit under tranche one and $446.5 million outstanding letters of credit under tranche two.

Effective August 15, 2011, Holdings entered into a new three year, $150.0 million unsecured revolving credit facility with a syndicate of lenders, replacing the August 23, 2006 five year senior revolving credit facility.  Both the August 15, 2011 and August 23, 2006 revolving credit agreements, which have similar terms, are referred to as the “Holdings Credit Facility”.  Citibank N.A. is the administrative agent for the Holdings Credit Facility.  The Holdings Credit Facility may be used for liquidity and general corporate purposes.  The Holdings Credit Facility provides for the borrowing of up to $150.0 million with interest at a rate selected by Holdings equal to either, (1) the Base Rate (as defined below) or (2) a periodic fixed rate equal to the Eurodollar Rate plus an applicable margin.  The Base Rate means a fluctuating interest rate per annum in effect from time to time to be equal to the higher of (a) the rate of interest publicly announced by Citibank as its base rate, (b) 0.5% per annum above the Federal Funds Rate or (c) 1% above the one month LIBOR, in each case plus the applicable margin.  The amount of margin and the fees payable for the Holdings Credit Facility depends upon Holdings’ senior unsecured debt rating.

The Holdings Credit Facility requires Holdings to maintain a debt to capital ratio of not greater than 0.35 to 1 and Everest Re to maintain its statutory surplus at $1,875.0 million plus 25% of future aggregate net income and 25% of future aggregate capital contributions after December 31, 2010, which at June 30, 2012, was $1,965.4 million.  As of June 30, 2012, Holdings was in compliance with all Holdings Credit Facility covenants.

At June 30, 2012 and December 31, 2011, the Company had no outstanding short-term borrowings from the Holdings Credit Facility revolving credit line.  Short-term borrowings can be paid either through renewal with a one, two, three or six month term; or out of available liquidity.  In addition, at June 30, 2012 and December 31, 2011, the Holdings Credit Facility had outstanding letters of credit of $5.0 million, respectively.

Costs incurred in connection with the Group Credit Facility and the Holdings Credit Facility were $0.7 million and $0.4 million for the three months ended June 30, 2012 and 2011, respectively.  Costs incurred in connection with the Group Credit Facility and the Holdings Credit Facility were $1.3 million and $0.8 million for the six months ended June 30, 2012 and 2011, respectively.

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

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



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

Interest Rate Risk.  Our $16.0 billion investment portfolio, at June 30, 2012, is principally comprised of fixed maturity securities, which are generally subject to interest rate risk and some foreign currency exchange rate risk, and some equity securities, which are subject to price fluctuations and some foreign exchange rate risk.  The overall economic impact of the foreign exchange risks on the investment portfolio is partially mitigated by changes in the dollar value of foreign currency denominated liabilities and their associated income statement impact.

Interest rate risk is the potential change in value of the fixed maturity securities portfolio, including short-term investments, from a change in market interest rates.  In a declining interest rate environment, it includes prepayment risk on the $2,469.8 million of mortgage-backed securities in the $12,543.2 million fixed maturity portfolio.  Prepayment risk results from potential accelerated principal payments that shorten the average life and thus the expected yield of the security.

The table below displays the potential impact of market value fluctuations and after-tax unrealized appreciation on our fixed maturity portfolio (including $947.6 million of short-term investments) for the period indicated based on upward and downward parallel and immediate 100 and 200 basis point shifts in interest rates.  For legal entities with a U.S. dollar functional currency, this modeling was performed on each security individually.  To generate appropriate price estimates on mortgage-backed securities, changes in prepayment expectations under different interest rate environments were taken into account.  For legal entities with a non-U.S. dollar functional currency, the effective duration of the involved portfolio of securities was used as a proxy for the market value change under the various interest rate change scenarios.

   
Impact of Interest Rate Shift in Basis Points
 
   
At June 30, 2012
 
      -200       -100       0       100       200  
(Dollars in millions)
                                       
Total Market/Fair Value
  $ 14,149.1     $ 13,825.6     $ 13,490.8     $ 13,121.2     $ 12,729.1  
Market/Fair Value Change from Base (%)
    4.9 %     2.5 %     0.0 %     -2.7 %     -5.6 %
Change in Unrealized Appreciation
                                       
After-tax from Base ($)
  $ 552.9     $ 281.5     $ -     $ (311.7 )   $ (643.0 )
 
We had $9,890.8 million and $10,123.2 million of gross reserves for losses and LAE as of June 30, 2012 and December 31, 2011, respectively.  These amounts are recorded at their nominal value, as opposed to present value, which would reflect a discount adjustment to reflect the time value of money.  Since losses are paid out over a period of time, the present value of the reserves is less than the nominal value.  As interest rates rise, the present value of the reserves decreases and, conversely, as interest rates decline, the present value increases.  These movements are the opposite of the interest rate impacts on the fair value of investments.  While the difference between present value and nominal value is not reflected in our financial statements, our financial results will include investment income over time from the investment portfolio until the claims are paid.  Our loss and loss reserve obligations have an expected duration of approximately 3.6 years, which is reasonably consistent with our fixed income portfolio.  If we were to discount our loss and LAE reserves, net of $0.6 billion of reinsurance receivables on unpaid losses, the discount would be approximately $1.3 billion resulting in a discounted reserve balance of approximately $8.0 billion, representing approximately 59.0% of the market value of the fixed maturity investment portfolio funds.

 
Equity Risk.  Equity risk is the potential change in fair and/or market value of the common stock, preferred stock and mutual fund portfolios arising from changing prices.  Our equity investments consist of a diversified portfolio of individual securities and mutual funds, which invest principally in high quality common and preferred stocks that are traded on the major exchanges, and mutual fund investments in emerging market debt.  The primary objective of the equity portfolio is to obtain greater total return relative to our core bonds over time through market appreciation and income.

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

   
Impact of Percentage Change in Equity Fair/Market Values
 
   
At June 30, 2012
 
(Dollars in millions)
    -20%     -10%     0%     10%     20%
Fair/Market Value of the Equity Portfolio
  $ 1,237.3     $ 1,392.0     $ 1,546.7     $ 1,701.3     $ 1,856.0  
After-tax Change in Fair/Market Value
  $ (223.5 )   $ (111.8 )   $ -     $ 111.8     $ 223.5  


Foreign Currency Risk.  Foreign currency risk is the potential change in value, income and cash flow arising from adverse changes in foreign currency exchange rates.  Each of our non-U.S./Bermuda (“foreign”) operations maintains capital in the currency of the country of its geographic location consistent with local regulatory guidelines.  Each foreign operation may conduct business in its local currency, as well as the currency of other countries in which it operates.  The primary foreign currency exposures for these foreign operations are the Canadian Dollar, the Singapore Dollar, the British Pound Sterling and the Euro.  We mitigate foreign exchange exposure by generally matching the currency and duration of our assets to our corresponding operating liabilities.  In accordance with FASB guidance, we translate the assets, liabilities and income of non-U.S. dollar functional currency legal entities to the U.S. dollar.  This translation amount is reported as a component of other comprehensive income.  As of June 30, 2012, there has been no material change in exposure to foreign exchange rates as compared to December 31, 2011.

Equity Index Put Option Contracts.  Although not considered material in the context of our aggregate exposure to market sensitive instruments, we have issued six equity index put option contracts based on the Standard & Poor’s 500 (“S&P 500”) index and one equity index put option contract based on the FTSE 100 index, that are market sensitive and sufficiently unique to warrant supplemental disclosure.

We sold six equity index put option contracts, based on the S&P 500 index, for total consideration, net of commissions, of $22.5 million.  At June 30, 2012, fair value for these equity index put option contracts was $70.4 million.  These equity index put option contracts each have a single exercise date, with maturities ranging from 12 to 30 years and strike prices ranging from $1,141.21 to $1,540.63.  The S&P 500 index value at June 30, 2012 was $1,362.16.  No amounts will be payable under these equity index put option contracts if the S&P 500 index is at, or above, the strike prices on the exercise dates, which fall between June 2017 and March 2031.  If the S&P 500 index is lower than the strike price on the applicable exercise date, the amount due would vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2012 S&P 500 index value, we estimate the probability that each equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 45%.  The theoretical maximum payouts under the equity index put option contracts would occur if on each of the exercise dates the S&P 500 index value were zero.  At June 30, 2012, the present value of these theoretical maximum payouts using a 6% discount factor was $293.8 million.


We sold one equity index put option contract based on the FTSE 100 index for total consideration, net of commissions, of $6.7 million.  At June 30, 2012, fair value for this equity index put option contract was $9.4 million.  This equity index put option contract has an exercise date of July 2020 and a strike price of ₤5,989.75.  The FTSE 100 index value at June 30, 2012 was ₤5,571.10.  No amount will be payable under this equity index put option contract if the FTSE 100 index is at, or above, the strike price on the exercise date.  If the FTSE 100 index is lower than the strike price on the exercise date, the amount due will vary proportionately with the percentage by which the index is below the strike price.  Based on historical index volatilities and trends and the June 30, 2012 FTSE 100 index value, we estimate the probability that the equity index put option contract of the FTSE 100 index will fall below the strike price on the exercise date to be less than 49%.  The theoretical maximum payout under the equity index put option contract would occur if on the exercise date the FTSE 100 index value was zero.  At June 30, 2012, the present value of the theoretical maximum payout using a 6% discount factor and current exchange rate was $32.3 million.

Because the equity index put option contracts meet the definition of a derivative, we report the fair value of these instruments in our consolidated balance sheets as a liability and record any changes to fair value in our consolidated statements of operations and comprehensive income (loss) as a net derivative gain (loss).  Our financial statements reflect fair values for our obligations on these equity index put option contracts at June 30, 2012, of $79.9 million; even though it may not be likely that the ultimate settlement of these transactions would require a payment that would exceed the initial consideration received, or any payment at all.

As there is no active market for these instruments, the determination of their fair value is based on an industry accepted option pricing model, which requires estimates and assumptions, including those regarding volatility and expected rates of return.

The table below displays the impact of potential movements in interest rates and the equity indices, which are the principal factors affecting fair value of these instruments, looking forward from the fair value for the period indicated.  As these are estimates, there can be no assurance regarding future market performance.  The asymmetrical results of the interest rate and S&P 500 and FTSE 100 indices shift reflect that the liability cannot fall below zero whereas it can increase to its theoretical maximum.

   
Equity Indices Put Options Obligation – Sensitivity Analysis
 
(Dollars in millions)
 
At June 30, 2012
 
Interest Rate Shift in Basis Points:
    -200       -100       0       100       200  
Total Fair Value
  $ 130.0     $ 102.1     $ 79.9     $ 62.8     $ 48.3  
Fair Value Change from Base (%)
    -62.9 %     -27.8 %     0.0 %     21.4 %     39.5 %
                                         
Equity Indices Shift in Points (S&P 500/FTSE 100):
    -500/-2000       -250/-1000       0       250/1000       500/2000  
Total Fair Value
  $ 150.2     $ 109.0     $ 79.9     $ 59.3     $ 44.7  
Fair Value Change from Base (%)
    -88.1 %     -36.5 %     0.0 %     25.8 %     44.1 %
                                         
Combined Interest Rate /
    -200/       -100/               100/       200/  
   Equity Indices Shift (S&P 500/FTSE 100):
    -500/-2000       -250/-1000       0/0       250/1000       500/2000  
Total Fair Value
  $ 220.4     $ 135.8     $ 79.9     $ 45.1     $ 24.6  
Fair Value Change from Base (%)
    -176.0 %     -70.0 %     0.0 %     43.5 %     69.2 %
 


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

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Instruments.  See “Liquidity and Capital Resources - Market Sensitive Instruments” in PART I – ITEM 2.


ITEM 4.  CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).  Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms.  Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, there has been no such change during the quarter covered by this report.


PART II

ITEM 1.  LEGAL PROCEEDINGS

In the ordinary course of business, the Company is involved in lawsuits, arbitrations and other formal and informal dispute resolution procedures, the outcomes of which will determine the Company’s rights and obligations under insurance and reinsurance agreements.  In some disputes, the Company seeks to enforce its rights under an agreement or to collect funds owing to it.  In other matters, the Company is resisting attempts by others to collect funds or enforce alleged rights.  These disputes arise from time to time and are ultimately resolved through both informal and formal means, including negotiated resolution, arbitration and litigation.  In all such matters, the Company believes that its positions are legally and commercially reasonable.  The Company considers the statuses of these proceedings when determining its reserves for unpaid loss and loss adjustment expenses.

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



ITEM 1A.  RISK FACTORS

No material changes.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities.


Issuer Purchases of Equity Securities
 
   
(a)
   
(b)
   
(c)
   
(d)
 
                     
Maximum Number (or
 
               
Total Number of
   
Approximate Dollar
 
               
Shares (or Units)
   
Value) of Shares (or
 
               
Purchased as Part
   
Units) that May Yet
 
   
Total Number of
         
of Publicly
   
Be Purchased Under
 
   
Shares (or Units)
   
Average Price Paid
   
Announced Plans or
   
the Plans or
 
Period
 
Purchased
   
per Share (or Unit)
   
Programs
   
Programs (1)
 
April 1 - 30, 2012
    0     $ -       0       5,897,518  
May 1 - 31, 2012
    477,098     $ 100.0171       476,000       5,421,518  
June 1 - 30, 2012
    514,957     $ 101.7417       514,957       4,906,561  
Total
    992,055     $ -       990,957       4,906,561  


(1)       On September 21, 2004, the Company’s board of directors approved an amended share repurchase program authorizing the Company and/or its subsidiary Holdings to purchase up to an aggregate of 5,000,000 of the Company’s common shares through open market transactions, privately negotiated transactions or both.  On July 21, 2008, the Company’s executive committee of the board of directors approved an amendment to the September 21, 2004 share repurchase program authorizing the Company and/or its subsidiary Holdings to purchase up to an aggregate of 10,000,000 of the Company’s common shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.  On February 24, 2010, the Company’s executive committee of the board of directors approved an amendment to the September 21, 2004, share repurchase program and the July 21, 2008, amendment authorizing the Company and/or its subsidiary Holdings, to purchase up to 15,000,000 of the Company’s common shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.  On February 22, 2012, the Company’s executive committee of the Board of Directors approved an amendment to the September 21, 2004 share repurchase program, the July 21, 2008 amendment and the February 24, 2010 amendment authorizing the Company and/or its subsidiary Holdings, to purchase up to 20,000,000 of the Company’s common shares (recognizing that the number of shares authorized for repurchase has been reduced by those shares that have already been purchased) in open market transactions, privately negotiated transactions or both.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.  OTHER INFORMATION

None.




ITEM 6.  EXHIBITS

Exhibit Index:
   
     
Exhibit No.
Description
 
     
   10.31
Credit Agreement
 
     
   31.1
Section 302 Certification of Joseph V. Taranto
 
     
   31.2
Section 302 Certification of Craig Howie
 
     
   32.1
Section 906 Certification of Joseph V. Taranto and Craig Howie
 
     
   101.INS
XBRL Instance Document
 
     
   101.SCH
XBRL Taxonomy Extension Schema
 
     
   101.CAL
XBRL Taxonomy Extension Calculation Linkbase
 
     
   101.DEF
XBRL Taxonomy Extension Definition Linkbase
 
     
   101.LAB
XBRL Taxonomy Extension Labels Linkbase
 
     
   101.PRE
XBRL Taxonomy Extension Presentation Linkbase
 
     
     




Everest Re Group, Ltd.

Signatures

Pursuant to the requirements 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.
 
  Everest Re Group, Ltd.  
  (Registrant)  
       
       
 
 /S/ CRAIG HOWIE  
  Craig Howie  
  Executive Vice President and
    Chief Financial Officer  
       
  (Duly Authorized Officer and Principal Financial Officer)
 
Dated:  August 9, 2012