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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

_X_ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2021

 

___ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

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.)

Seon Place – 4th Floor

141 Front Street

PO Box HM 845

HamiltonHM 19, 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 every Interactive Data File required to be submitted 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 such files).

 

Yes

X

 

No

 

 

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

 

Large Accelerated Filer

X

 

Accelerated filer

 

 

Non-accelerated filer

 

 

 

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

Indicate by check mark if the registrant is an emerging growth company and has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange act.

 

YES

 

 

NO

X

 

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

 

YES

 

 

NO

X

 

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

 

 

Class

 

Trading Symbol

Name of Exchange where

Registered

Number of Shares Outstanding

At November 1, 2021

 

Common Shares, $0.01 par value

 

RE

 

New York Stock Exchange

 

39,369,026

 

 


 

EVEREST RE GROUP, LTD

 

Table of Contents

Form 10-Q

 

 

Page

PART I

 

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of September 30, 2021 (unaudited)

 

 

and December 31, 2020

1

 

 

 

 

Consolidated Statements of Operations and Comprehensive Income (Loss) for the

 

 

three and nine months ended September 30, 2021 and 2020 (unaudited)

2

 

 

 

 

Consolidated Statements of Changes in Shareholders’ Equity for the nine

 

 

months ended September 30, 2021 and 2020 (unaudited)

3

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended

 

 

September 30, 2021 and 2020 (unaudited)

4

 

 

 

 

Notes to Consolidated Interim Financial Statements (unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and

 

 

Results of Operation

31

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

53

 

 

 

Item 4.

Controls and Procedures

53

 

 

 

 

PART II

 

OTHER INFORMATION

 

Item 1.

Legal Proceedings

54

 

 

 

Item 1A.

Risk Factors

54

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

54

 

 

 

Item 3.

Defaults Upon Senior Securities

54

 

 

 

Item 4.

Mine Safety Disclosures

54

 

 

 

Item 5.

Other Information

55

 

 

 

Item 6.

Exhibits

55

 

 

 

 

 


 

EVEREST RE GROUP, LTD.

CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

 

December 31,

(Dollars and share amounts in thousands, except par value per share)

2021

 

2020

 

(unaudited)

 

 

 

ASSETS:

 

 

 

 

 

Fixed maturities - available for sale, at market value

$

21,623,119

 

$

20,040,173

(amortized cost: 2021, $21,182,756; 2020, $19,225,067, credit allowances: 2021, $(31,980); 2020, $(1,745))

 

 

 

 

 

Equity securities, at fair value

 

1,523,595

 

 

1,472,236

Short-term investments (cost: 2021, $713,144; 2020, $1,135,088)

 

713,144

 

 

1,134,950

Other invested assets

 

2,855,372

 

 

2,012,581

Cash

 

1,068,441

 

 

801,651

Total investments and cash

 

27,783,671

 

 

25,461,591

Accrued investment income

 

170,364

 

 

141,304

Premiums receivable

 

3,408,338

 

 

2,680,562

Reinsurance recoverables

 

2,215,380

 

 

1,994,555

Funds held by reinsureds

 

811,269

 

 

716,655

Deferred acquisition costs

 

797,735

 

 

622,053

Prepaid reinsurance premiums

 

552,468

 

 

412,015

Income taxes net recoverable

 

-

 

 

17,253

Other assets

 

866,872

 

 

742,369

TOTAL ASSETS

$

36,606,097

 

$

32,788,357

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

Reserve for losses and loss adjustment expenses

$

18,956,953

 

$

16,398,997

Future policy benefit reserve

 

36,533

 

 

37,723

Unearned premium reserve

 

4,421,098

 

 

3,501,359

Funds held under reinsurance treaties

 

18,279

 

 

15,807

Other net payable to reinsurers

 

485,682

 

 

294,347

Losses in course of payment

 

150,784

 

 

127,971

Senior notes due 6/1/2044

 

397,284

 

 

397,194

Senior notes due 10/15/2050

 

979,915

 

 

979,524

Long term notes due 5/1/2067

 

223,749

 

 

223,674

Borrowings from FHLB

 

310,000

 

 

310,000

Accrued interest on debt and borrowings

 

23,267

 

 

10,460

Unsettled securities payable

 

83,626

 

 

206,693

Income taxes net payable

 

4,074

 

 

-

Other liabilities

 

536,218

 

 

558,432

Total liabilities

 

26,627,462

 

 

23,062,181

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

(nil)

 

 

(nil)

 

 

 

 

 

 

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; (2021) 69,806

 

 

 

 

 

and (2020) 69,620 outstanding before treasury shares

 

698

 

 

696

Additional paid-in capital

 

2,266,342

 

 

2,245,301

Accumulated other comprehensive income (loss), net of deferred income

 

 

 

 

 

tax expense (benefit) of $44,338 at 2021 and $80,451 at 2020

 

203,733

 

 

534,899

Treasury shares, at cost; 30,427 shares (2021) and 29,636 shares (2020)

 

(3,822,235)

 

 

(3,622,172)

Retained earnings

 

11,330,097

 

 

10,567,452

Total shareholders' equity

 

9,978,635

 

 

9,726,176

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

36,606,097

 

$

32,788,357

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

1


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

 

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands, except per share amounts)

2021

 

2020

 

2021

 

2020

 

(unaudited)

 

(unaudited)

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

2,656,403

 

$

2,205,811

 

$

7,602,640

 

$

6,285,030

Net investment income

 

292,759

 

 

234,233

 

 

960,267

 

 

420,116

Net realized capital gains (losses):

 

 

 

 

 

 

 

 

 

 

 

Credit allowances on fixed maturity securities

 

(7,329)

 

 

6,196

 

 

(30,234)

 

 

(19,641)

Other net realized capital gains (losses)

 

3,107

 

 

104,007

 

 

169,023

 

 

103,904

Total net realized capital gains (losses)

 

(4,222)

 

 

110,203

 

 

138,789

 

 

84,263

Other income (expense)

 

(19,517)

 

 

59,937

 

 

44,190

 

 

47,306

Total revenues

 

2,925,423

 

 

2,610,184

 

 

8,745,886

 

 

6,836,715

 

 

 

 

 

 

 

 

 

 

 

 

CLAIMS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

Incurred losses and loss adjustment expenses

 

2,274,301

 

 

1,736,210

 

 

5,571,861

 

 

4,574,066

Commission, brokerage, taxes and fees

 

564,335

 

 

445,332

 

 

1,611,095

 

 

1,360,170

Other underwriting expenses

 

141,150

 

 

138,875

 

 

424,225

 

 

385,865

Corporate expenses

 

17,817

 

 

10,618

 

 

46,363

 

 

29,184

Interest, fees and bond issue cost amortization expense

 

15,539

 

 

6,641

 

 

46,785

 

 

21,477

Total claims and expenses

 

3,013,142

 

 

2,337,676

 

 

7,700,329

 

 

6,370,762

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

(87,719)

 

 

272,508

 

 

1,045,557

 

 

465,953

Income tax expense (benefit)

 

(14,251)

 

 

29,451

 

 

97,181

 

 

15,404

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(73,468)

 

$

243,057

 

$

948,376

 

$

450,549

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

Unrealized appreciation (depreciation) ("URA(D)") on securities arising during the period

 

(100,021)

 

 

63,480

 

 

(304,465)

 

 

335,835

Reclassification adjustment for realized losses (gains) included in net income (loss)

 

(1,388)

 

 

(11,453)

 

 

(3,464)

 

 

12,689

Total URA(D) on securities arising during the period

 

(101,409)

 

 

52,027

 

 

(307,929)

 

 

348,524

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(53,599)

 

 

60,628

 

 

(28,886)

 

 

30,390

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment for amortization of net (gain) loss included in net income (loss)

 

1,563

 

 

1,806

 

 

5,649

 

 

4,532

Total benefit plan net gain (loss) for the period

 

1,563

 

 

1,806

 

 

5,649

 

 

4,532

Total other comprehensive income (loss), net of tax

 

(153,445)

 

 

114,461

 

 

(331,166)

 

 

383,446

 

 

 

 

 

 

 

 

 

 

 

 

COMPREHENSIVE INCOME (LOSS)

$

(226,913)

 

$

357,518

 

$

617,210

 

$

833,995

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(1.88)

 

$

6.08

 

$

23.74

 

$

11.20

Diluted

 

(1.88)

 

 

6.07

 

 

23.72

 

 

11.18

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

2


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

 

(Dollars in thousands, except share and dividends per share amounts)

2021

 

2020

 

(unaudited)

COMMON SHARES (shares outstanding):

 

 

 

 

 

Balance, January 1

 

39,983,481

 

 

40,798,963

Issued during the period, net

 

196,481

 

 

159,423

Treasury shares acquired

 

(97,462)

 

 

(970,892)

Balance, March 31

 

40,082,500

 

 

39,987,494

Issued during the period, net

 

940

 

 

(15,849)

Treasury shares acquired

 

(68,100)

 

 

-

Balance, June 30

 

40,015,340

 

 

39,971,645

Issued during the period, net

 

(10,721)

 

 

(5,129)

Treasury shares acquired

 

(625,358)

 

 

-

Balance, September 30

 

39,379,261

 

 

39,966,516

 

 

 

 

 

 

COMMON SHARES (par value):

 

 

 

 

 

Balance, January 1

$

696

 

$

694

Issued during the period, net

 

2

 

 

2

Balance, March 31

 

698

 

 

696

Issued during the period, net

 

-

 

 

-

Balance, June 30

 

698

 

 

696

Issued during the period, net

 

-

 

 

-

Balance, September 30

 

698

 

 

696

 

 

 

 

 

 

ADDITIONAL PAID-IN CAPITAL:

 

 

 

 

 

Balance, January 1

 

2,245,301

 

 

2,219,660

Share-based compensation plans

 

436

 

 

(3,181)

Balance, March 31

 

2,245,737

 

 

2,216,479

Share-based compensation plans

 

10,653

 

 

9,514

Balance, June 30

 

2,256,390

 

 

2,225,993

Share-based compensation plans

 

9,952

 

 

9,385

Balance, September 30

 

2,266,342

 

 

2,235,378

 

 

 

 

 

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS),

 

 

 

 

 

NET OF DEFERRED INCOME TAXES:

 

 

 

 

 

Balance, January 1

 

534,899

 

 

28,152

Net increase (decrease) during the period

 

(299,820)

 

 

(297,903)

Balance, March 31

 

235,079

 

 

(269,751)

Net increase (decrease) during the period

 

122,099

 

 

566,888

Balance, June 30

 

357,178

 

 

297,137

Net increase (decrease) during the period

 

(153,445)

 

 

114,461

Balance, September 30

 

203,733

 

 

411,598

 

 

 

 

 

 

RETAINED EARNINGS:

 

 

 

 

 

Balance, January 1

 

10,567,452

 

 

10,306,571

Change to beginning balance due to adoption of Accounting Standards Update 2016-13

 

-

 

 

(4,214)

Net income (loss)

 

341,862

 

 

16,612

Dividends declared ($1.55 per share 2021 and $1.55 per share 2020)

 

(62,228)

 

 

(63,277)

Balance, March 31

 

10,847,086

 

 

10,255,692

Net income (loss)

 

679,982

 

 

190,880

Dividends declared ($1.55 per share 2021 and $1.55 per share 2020)

 

(62,046)

 

 

(61,927)

Balance, June 30

 

11,465,022

 

 

10,384,645

Net income (loss)

 

(73,468)

 

 

243,057

Dividends declared ($1.55 per share 2021 and $1.55 per share 2020)

 

(61,457)

 

 

(61,910)

Balance, September 30

 

11,330,097

 

 

10,565,792

 

 

 

 

 

 

TREASURY SHARES AT COST:

 

 

 

 

 

Balance, January 1

 

(3,622,172)

 

 

(3,422,152)

Purchase of treasury shares

 

(23,545)

 

 

(200,020)

Balance, March 31

 

(3,645,717)

 

 

(3,622,172)

Purchase of treasury shares

 

(16,782)

 

 

-

Balance, June 30

 

(3,662,499)

 

 

(3,622,172)

Purchase of treasury shares

 

(159,736)

 

 

-

Balance, September 30

 

(3,822,235)

 

 

(3,622,172)

 

 

 

 

 

 

TOTAL SHAREHOLDERS' EQUITY, September 30

$

9,978,635

 

$

9,591,292

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

 

 

 

3


 

EVEREST RE GROUP, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

Nine Months Ended

 

September 30,

(Dollars in thousands)

2021

 

2020

 

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income (loss)

$

948,376

 

$

450,549

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Decrease (increase) in premiums receivable

 

(736,614)

 

 

(357,162)

Decrease (increase) in funds held by reinsureds, net

 

(92,512)

 

 

(53,878)

Decrease (increase) in reinsurance recoverables

 

(230,593)

 

 

(172,454)

Decrease (increase) in income taxes

 

57,270

 

 

184,311

Decrease (increase) in prepaid reinsurance premiums

 

(146,639)

 

 

(7,963)

Increase (decrease) in reserve for losses and loss adjustment expenses

 

2,576,049

 

 

1,665,982

Increase (decrease) in future policy benefit reserve

 

(1,189)

 

 

(2,218)

Increase (decrease) in unearned premiums

 

927,524

 

 

392,904

Increase (decrease) in other net payable to reinsurers

 

198,954

 

 

68,784

Increase (decrease) in losses in course of payment

 

23,661

 

 

132,208

Change in equity adjustments in limited partnerships

 

(543,401)

 

 

(12,475)

Distribution of limited partnership income

 

105,571

 

 

55,576

Change in other assets and liabilities, net

 

(247,615)

 

 

(131,224)

Non-cash compensation expense

 

33,199

 

 

29,337

Amortization of bond premium (accrual of bond discount)

 

57,289

 

 

32,594

Net realized capital (gains) losses

 

(138,789)

 

 

(84,263)

Net cash provided by (used in) operating activities

 

2,790,541

 

 

2,190,608

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from fixed maturities matured/called - available for sale, at market value

 

2,756,963

 

 

1,781,821

Proceeds from fixed maturities sold - available for sale, at market value

 

883,149

 

 

1,390,747

Proceeds from fixed maturities sold - available for sale, at fair value

 

-

 

 

2,054

Proceeds from equity securities sold, at fair value

 

578,894

 

 

329,750

Distributions from other invested assets

 

216,573

 

 

210,527

Cost of fixed maturities acquired - available for sale, at market value

 

(5,670,636)

 

 

(3,874,890)

Cost of equity securities acquired, at fair value

 

(507,862)

 

 

(460,953)

Cost of other invested assets acquired

 

(604,180)

 

 

(392,650)

Net change in short-term investments

 

422,643

 

 

(804,744)

Net change in unsettled securities transactions

 

(177,259)

 

 

89,064

Net cash provided by (used in) investing activities

 

(2,101,715)

 

 

(1,729,274)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Common shares issued during the period for share-based compensation, net of expense

 

(12,156)

 

 

(13,617)

Purchase of treasury shares

 

(200,064)

 

 

(200,020)

Dividends paid to shareholders

 

(185,731)

 

 

(187,110)

Cost of debt repurchase

 

-

 

 

(10,647)

FHLB borrowings (repayments)

 

-

 

 

90,000

Cost of shares withheld on settlements of share-based compensation awards

 

(15,133)

 

 

(15,298)

Net cash provided by (used in) financing activities

 

(413,084)

 

 

(336,691)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

(8,952)

 

 

6,203

 

 

 

 

 

 

Net increase (decrease) in cash

 

266,790

 

 

130,845

Cash, beginning of period

 

801,651

 

 

808,036

Cash, end of period

$

1,068,441

 

$

938,881

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

Income taxes paid (recovered)

$

39,767

 

$

(169,149)

Interest paid

 

33,422

 

 

16,731

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

 

 

 

4


 

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

 

For the Three and Nine Months Ended September 30, 2021 and 2020

 

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 as of September 30, 2021 and December 31, 2020 and for the three and nine months ended September 30, 2021 and 2020 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, 2020 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 nine months ended September 30, 2021 and 2020 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, 2020, 2019 and 2018, included in the Company’s most recent Form 10-K filing.

 

The Company consolidates the results of operations and financial position of all voting interest entities ("VOE") in which the Company has a controlling financial interest and all variable interest entities ("VIE") in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate actual results could differ, possibly materially, from those estimates. This is particularly true given the fluid and continuing nature of the COVID-19 Pandemic. This is an ongoing event and so is the Company’s evaluation and analysis. While the Company’s analysis considers all aspects of its operations, it does not take into account legal, regulatory or legislative intervention that could retroactively mandate or expand coverage provisions. Given the uncertainties in the current public health and economic environment, there could be an adverse impact on results for the Property & Casualty industry and the Company for the remainder of the year. The impact is dependent on the shape and length of the economic recovery.

 

All intercompany accounts and transactions have been eliminated.

 

Certain reclassifications and format changes have been made to prior years’ amounts to conform to the 2021 presentation.

 

Application of Recently Issued Accounting Standard Changes.

 

Reference Rate Reform - LIBOR. In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04 (and subsequently issued ASU 2021-01 in January 2021), which outlines the issues surrounding the cessation of LIBOR as a reference rate for contractual debt agreements. The guidance also details the potential alternative expedients and sources available for use in determination of rates and terms for such debt agreements in order to apply appropriate accounting policy. The guidance is effective for annual reporting

5


 

periods beginning after December 15, 2021. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and 2021-01 on its financial statements.

 

Accounting for Income Taxes. In December 2019, The FASB issued ASU 2019-12, which provides simplification of existing guidance for income taxes, including the removal of certain exceptions related to recognition of deferred tax liabilities on foreign subsidiaries. The guidance is effective for annual reporting periods beginning after December 15, 2020 and interim periods within that annual reporting period. The Company adopted the guidance as of January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s financial statements.

 

Accounting for Long Duration Contracts. In August 2018, FASB issued ASU 2018-12, which discusses changes to the recognition, measurement and presentation of long duration contracts. The main provisions of this guidance address the following: 1) In determining liability for future policy benefits, companies must review cash flow assumptions at least annually and the discount rate assumption at each reporting period date 2) Amortization of deferred acquisition costs has been simplified to be in constant level proportion to either premiums, gross profits or gross margins 3) Disaggregated roll forwards of beginning and ending liabilities for future policy benefits are required. The guidance was originally effective for annual reporting periods beginning after December 15, 2020 and interim periods within that annual reporting period. However, FASB issued ASU 2019-09 in November 2019 and then ASU 2020-11 in November 2021, which ultimately defers the effective date of ASU 2018-12 until annual reporting periods beginning after December 15, 2022. The Company is currently evaluating the impact of the adoption of ASU 2018-12 on its financial statements.

 

Any issued guidance and pronouncements, other than those directly referenced above, are deemed by the Company to be either not applicable or immaterial to its financial statements.

 

3. INVESTMENTS

 

The following tables show amortized cost, allowance for credit losses, gross unrealized appreciation, gross unrealized depreciation and market value of available for sale, fixed maturity securities as of the dates indicated:

 

 

 

At September 30, 2021

 

 

Amortized

 

Allowance for

 

Unrealized

 

Unrealized

 

Market

(Dollars in thousands)

Cost

 

Credit Losses

 

Appreciation

 

Depreciation

 

Value

Fixed maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies and corporations

$

1,344,813

 

$

-

 

$

28,332

 

$

(10,323)

 

$

1,362,822

 

Obligations of U.S. states and political subdivisions

 

578,289

 

 

(151)

 

 

31,295

 

 

(1,058)

 

 

608,375

 

Corporate securities

 

7,315,144

 

 

(22,890)

 

 

254,723

 

 

(52,736)

 

 

7,494,241

 

Asset-backed securities

 

3,284,025

 

 

(7,679)

 

 

32,405

 

 

(3,499)

 

 

3,305,252

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1,042,504

 

 

-

 

 

49,729

 

 

(4,363)

 

 

1,087,870

 

Agency residential

 

2,208,540

 

 

-

 

 

45,876

 

 

(8,415)

 

 

2,246,001

 

Non-agency residential

 

7,316

 

 

-

 

 

11

 

 

(21)

 

 

7,306

 

Foreign government securities

 

1,428,105

 

 

-

 

 

54,778

 

 

(27,738)

 

 

1,455,145

 

Foreign corporate securities

 

3,974,020

 

 

(1,260)

 

 

129,296

 

 

(45,949)

 

 

4,056,107

Total fixed maturity securities

$

21,182,756

 

$

(31,980)

 

$

626,445

 

$

(154,102)

 

$

21,623,119

 

6


 

 

 

At December 31, 2020

 

 

Amortized

 

Allowance for

 

Unrealized

 

Unrealized

 

Market

(Dollars in thousands)

Cost

 

Credit Losses

 

Appreciation

 

Depreciation

 

Value

Fixed maturity securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies and corporations

$

1,325,156

 

$

-

 

$

49,084

 

$

(7,134)

 

$

1,367,106

 

Obligations of U.S. states and political subdivisions

 

543,895

 

 

-

 

 

34,654

 

 

(1,254)

 

 

577,295

 

Corporate securities

 

6,824,800

 

 

(1,220)

 

 

380,677

 

 

(55,231)

 

 

7,149,026

 

Asset-backed securities

 

2,540,809

 

 

-

 

 

30,691

 

 

(5,698)

 

 

2,565,802

 

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

915,923

 

 

-

 

 

75,275

 

 

(895)

 

 

990,303

 

Agency residential

 

2,206,139

 

 

-

 

 

64,663

 

 

(3,063)

 

 

2,267,739

 

Non-agency residential

 

5,187

 

 

-

 

 

9

 

 

(2)

 

 

5,194

 

Foreign government securities

 

1,565,260

 

 

(22)

 

 

102,587

 

 

(22,450)

 

 

1,645,375

 

Foreign corporate securities

 

3,297,898

 

 

(503)

 

 

204,023

 

 

(29,085)

 

 

3,472,333

Total fixed maturity securities

$

19,225,067

 

$

(1,745)

 

$

941,663

 

$

(124,812)

 

$

20,040,173

 

 

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 September 30, 2021

 

At December 31, 2020

 

Amortized

 

Market

 

Amortized

 

Market

(Dollars in thousands)

Cost

 

Value

 

Cost

 

Value

Fixed maturity securities – available for sale:

 

 

 

 

 

 

 

 

 

 

 

Due in one year or less

$

1,621,263

 

$

1,621,541

 

$

1,365,793

 

$

1,374,674

Due after one year through five years

 

6,675,763

 

 

6,826,936

 

 

6,529,189

 

 

6,774,785

Due after five years through ten years

 

4,918,975

 

 

5,069,884

 

 

4,414,211

 

 

4,751,903

Due after ten years

 

1,424,370

 

 

1,458,329

 

 

1,247,816

 

 

1,309,773

Asset-backed securities

 

3,284,025

 

 

3,305,252

 

 

2,540,809

 

 

2,565,802

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

1,042,504

 

 

1,087,870

 

 

915,923

 

 

990,303

Agency residential

 

2,208,540

 

 

2,246,001

 

 

2,206,139

 

 

2,267,739

Non-agency residential

 

7,316

 

 

7,306

 

 

5,187

 

 

5,194

Total fixed maturity securities

$

21,182,756

 

$

21,623,119

 

$

19,225,067

 

$

20,040,173

 

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

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Increase (decrease) during the period between the market value and cost

 

 

 

 

 

 

 

 

 

 

 

of investments carried at market value, and deferred taxes thereon:

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities and short-term investments

$

(108,789)

 

$

55,587

 

$

(344,370)

 

$

392,640

Change in unrealized appreciation (depreciation), pre-tax

 

(108,789)

 

 

55,587

 

 

(344,370)

 

 

392,640

Deferred tax benefit (expense)

 

7,380

 

 

(3,560)

 

 

36,441

 

 

(44,116)

Change in unrealized appreciation (depreciation),

 

 

 

 

 

 

 

 

 

 

 

net of deferred taxes, included in shareholders’ equity

$

(101,409)

 

$

52,027

 

$

(307,929)

 

$

348,524

 

The Company reviews all of its fixed maturity, available for sale securities whose fair value has fallen below their amortized cost at the time of review. The Company then assesses whether the decline in value is due to non-credit related or credit related factors. 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 a credit impairment, but rather a non-credit related decline in market value. Non-credit related declines in market value are recorded as unrealized losses in accumulated other comprehensive income (loss). If the Company intends to

7


 

sell the security or is more likely than not to sell the security, the Company records the entire fair value adjustment in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss). If the Company determines that the decline is credit related 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 Company establishes a credit allowance equal to the estimated credit loss and is recorded in net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss). The amount of the allowance for a given security will generally be the difference between a discounted cash flow model and the Company’s carrying value. 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 will adjust the credit allowance account for future changes in credit loss estimates for a security and record this adjustment through net realized capital gains (losses) in the Company’s consolidated statements of operations and comprehensive income (loss).

 

The Company does not create an allowance for uncollectible interest. If interest is not received when due, the interest receivable is immediately reversed and no additional interest is accrued. If future interest is received that has not been accrued, it is recorded as income at that time.

 

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.

 

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 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 September 30, 2021 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

$

381,357

 

$

(6,369)

 

$

57,084

 

$

(3,954)

 

$

438,441

 

$

(10,323)

Obligations of U.S. states and political subdivisions

 

61,687

 

 

(937)

 

 

3,569

 

 

(121)

 

 

65,256

 

 

(1,058)

Corporate securities

 

1,559,623

 

 

(32,541)

 

 

399,617

 

 

(20,195)

 

 

1,959,240

 

 

(52,736)

Asset-backed securities

 

610,425

 

 

(3,131)

 

 

23,396

 

 

(368)

 

 

633,821

 

 

(3,499)

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

108,367

 

 

(3,138)

 

 

26,144

 

 

(1,225)

 

 

134,511

 

 

(4,363)

Agency residential

 

814,318

 

 

(5,631)

 

 

134,746

 

 

(2,784)

 

 

949,064

 

 

(8,415)

Non-agency residential

 

2,742

 

 

(19)

 

 

156

 

 

(2)

 

 

2,898

 

 

(21)

Foreign government securities

 

382,570

 

 

(22,491)

 

 

58,238

 

 

(5,247)

 

 

440,808

 

 

(27,738)

Foreign corporate securities

 

1,221,503

 

 

(34,080)

 

 

183,579

 

 

(11,869)

 

 

1,405,082

 

 

(45,949)

Total fixed maturity securities

$

5,142,592

 

$

(108,337)

 

$

886,529

 

$

(45,765)

 

$

6,029,121

 

$

(154,102)

 

8


 

 

 

Duration of Unrealized Loss at September 30, 2021 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

$

178,193

 

$

(6,982)

 

$

150,934

 

$

(11,210)

 

$

329,127

 

$

(18,192)

Due in one year through five years

 

1,494,463

 

 

(33,475)

 

 

381,773

 

 

(17,997)

 

 

1,876,236

 

 

(51,472)

Due in five years through ten years

 

1,466,402

 

 

(45,526)

 

 

123,239

 

 

(9,696)

 

 

1,589,641

 

 

(55,222)

Due after ten years

 

467,682

 

 

(10,435)

 

 

46,141

 

 

(2,483)

 

 

513,823

 

 

(12,918)

Asset-backed securities

 

610,425

 

 

(3,131)

 

 

23,396

 

 

(368)

 

 

633,821

 

 

(3,499)

Mortgage-backed securities

 

925,427

 

 

(8,788)

 

 

161,046

 

 

(4,011)

 

 

1,086,473

 

 

(12,799)

Total fixed maturity securities

$

5,142,592

 

$

(108,337)

 

$

886,529

 

$

(45,765)

 

$

6,029,121

 

$

(154,102)

 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at September 30, 2021 were $6,029.1 million and $154.1 million, respectively. The market value of securities for the single issuer (the United States government) whose securities comprised the largest unrealized loss position at September 30, 2021, did not exceed 1.7% of the overall market value of the Company’s fixed maturity securities. The market value of the securities for the issuer with the second largest unrealized loss position at September 30, 2021, comprised less than 0.6% of the Company’s fixed maturity securities. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $108.3 million 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, foreign government securities, U.S. Treasury and government securities and agency residential mortgage-backed securities. Of these unrealized losses, $101.6 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $45.8 million of unrealized losses related to fixed maturity securities in an unrealized loss position for more than one year related primarily to foreign and domestic corporate securities and foreign government securities. Of these unrealized losses, $43.4 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. There was no gross unrealized depreciation for mortgage-backed securities 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.

 

 

 

Duration of Unrealized Loss at December 31, 2020 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

$

135,190

 

$

(7,134)

 

$

-

 

$

-

 

$

135,190

 

$

(7,134)

Obligations of U.S. states and political subdivisions

 

19,524

 

 

(999)

 

 

4,059

 

 

(255)

 

 

23,583

 

 

(1,254)

Corporate securities

 

669,755

 

 

(26,159)

 

 

247,962

 

 

(29,072)

 

 

917,717

 

 

(55,231)

Asset-backed securities

 

235,566

 

 

(4,768)

 

 

85,595

 

 

(930)

 

 

321,161

 

 

(5,698)

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

53,511

 

 

(578)

 

 

6,592

 

 

(317)

 

 

60,103

 

 

(895)

Agency residential

 

434,447

 

 

(2,016)

 

 

50,353

 

 

(1,047)

 

 

484,800

 

 

(3,063)

Non-agency residential

 

185

 

 

(2)

 

 

-

 

 

-

 

 

185

 

 

(2)

Foreign government securities

 

114,755

 

 

(8,813)

 

 

150,812

 

 

(13,637)

 

 

265,567

 

 

(22,450)

Foreign corporate securities

 

354,548

 

 

(17,489)

 

 

115,595

 

 

(11,596)

 

 

470,143

 

 

(29,085)

Total fixed maturity securities

$

2,017,481

 

$

(67,958)

 

$

660,968

 

$

(56,854)

 

$

2,678,449

 

$

(124,812)

 

9


 

 

 

Duration of Unrealized Loss at December 31, 2020 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

$

96,144

 

$

(4,942)

 

$

112,419

 

$

(12,071)

 

$

208,563

 

$

(17,013)

Due in one year through five years

 

653,816

 

 

(32,469)

 

 

283,866

 

 

(21,319)

 

 

937,682

 

 

(53,788)

Due in five years through ten years

 

422,517

 

 

(19,392)

 

 

49,749

 

 

(2,034)

 

 

472,266

 

 

(21,426)

Due after ten years

 

121,295

 

 

(3,791)

 

 

72,394

 

 

(19,136)

 

 

193,689

 

 

(22,927)

Asset-backed securities

 

235,566

 

 

(4,768)

 

 

85,595

 

 

(930)

 

 

321,161

 

 

(5,698)

Mortgage-backed securities

 

488,143

 

 

(2,596)

 

 

56,945

 

 

(1,364)

 

 

545,088

 

 

(3,960)

Total fixed maturity securities

$

2,017,481

 

$

(67,958)

 

$

660,968

 

$

(56,854)

 

$

2,678,449

 

$

(124,812)

 

The aggregate market value and gross unrealized losses related to investments in an unrealized loss position at December 31, 2020 were $2,678.4 million and $124.8 million, respectively. The market value of securities for the single issuer whose securities comprised the largest unrealized loss position at December 31, 2020, did not exceed 0.7% of the overall market value of the Company’s fixed maturity securities. The market value of the securities for the issuer with the second largest unrealized loss comprised less than 0.1% of the Company’s fixed maturity securities. In addition, as indicated on the above table, there was no significant concentration of unrealized losses in any one market sector. The $68.0 million 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 and foreign government securities. Of these unrealized losses, $63.4 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. The $56.9 million 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 agency residential mortgage-backed securities. Of these unrealized losses, $33.5 million were related to securities that were rated investment grade by at least one nationally recognized rating agency. There was no gross unrealized depreciation for mortgage-backed securities 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 components of net investment income are presented in the table below for the periods indicated:

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Fixed maturities

$

134,157

 

$

136,104

 

$

423,335

 

$

407,946

Equity securities

 

3,774

 

 

4,402

 

 

12,105

 

 

11,585

Short-term investments and cash

 

82

 

 

494

 

 

1,035

 

 

4,356

Other invested assets:

 

 

 

 

 

 

 

 

 

 

 

Limited partnerships

 

138,718

 

 

88,778

 

 

493,017

 

 

22,092

Other

 

30,954

 

 

14,742

 

 

62,828

 

 

(1,291)

Gross investment income before adjustments

 

307,685

 

 

244,520

 

 

992,320

 

 

444,688

Funds held interest income (expense)

 

1,196

 

 

684

 

 

12,449

 

 

10,921

Future policy benefit reserve income (expense)

 

(272)

 

 

(291)

 

 

(733)

 

 

(805)

Gross investment income

 

308,609

 

 

244,913

 

 

1,004,036

 

 

454,804

Investment expenses

 

(15,850)

 

 

(10,680)

 

 

(43,769)

 

 

(34,688)

Net investment income

$

292,759

 

$

234,233

 

$

960,267

 

$

420,116

 

The Company records results from limited partnership investments on the equity method of accounting with changes in value reported through net investment income. The net investment income from limited partnerships is dependent upon the Company’s share of the net asset values of interests underlying each limited partnership. 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

10


 

decline in value of a limited partnership during this lag period, a loss will be recorded in the period in which the Company identifies the decline.

 

The Company had contractual commitments to invest up to an additional $2,648.1 million in limited partnerships and private placement loan securities at September 30, 2021. These commitments will be funded when called in accordance with the partnership and loan agreements, which have investment periods that expire, unless extended, through 2026.

 

The Company participates in a private placement liquidity sweep facility (“the facility”). The primary purpose of the facility is to enhance the Company’s return on its short-term investments and cash positions. The facility invests in high quality, short-duration securities and permits daily liquidity. The Company consolidates its participation in the facility. As of September 30, 2021, the market value of investments in the facility consolidated within the Company’s balance sheets was $429.7 million.

 

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

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

 

2020

 

2021

 

 

2020

Fixed maturity securities, market value:

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses

$

(7,329)

 

$

6,196

 

$

(30,234)

 

$

(19,641)

Gains (losses) from sales

 

6,219

 

 

5,398

 

 

25,453

 

 

941

Fixed maturity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) from sales

 

-

 

 

(1,968)

 

 

-

 

 

(1,968)

Gains (losses) from fair value adjustments

 

-

 

 

3,339

 

 

-

 

 

1,944

Equity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) from sales

 

(489)

 

 

(1,317)

 

 

9,504

 

 

(12,642)

Gains (losses) from fair value adjustments

 

(4,542)

 

 

96,673

 

 

128,039

 

 

114,364

Other invested assets

 

1,920

 

 

1,084

 

 

6,014

 

 

50

Short-term investments gain (loss)

 

-

 

 

798

 

 

13

 

 

1,215

Total net realized capital gains (losses)

$

(4,222)

 

$

110,203

 

$

138,789

 

$

84,263

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

Roll Forward of Allowance for Credit Losses

 

 

Three Months Ended September 30, 2021

 

Nine Months Ended September 30, 2021

 

 

 

 

 

 

Obligations of

 

 

 

 

 

 

 

 

 

 

 

Obligations of

 

 

 

 

 

 

 

 

 

 

 

 

U.S. States

 

Foreign

 

Foreign

 

 

 

 

 

 

 

U.S. States

 

Foreign

 

Foreign

 

 

 

 

Corporate

 

Asset-Backed

 

and Political

 

Government

 

Corporate

 

 

 

Corporate

 

Asset-Backed

 

and Political

 

Government

 

Corporate

 

 

 

 

Securities

 

Securities

 

Subdivisions

 

Securities

 

Securities

 

Total

 

Securities

 

Securities

 

Subdivisions

 

Securities

 

Securities

 

Total

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

(18,475)

 

$

(4,915)

 

$

-

 

$

-

 

$

(1,260)

 

$

(24,650)

 

$

(1,220)

 

$

-

 

$

-

 

$

(22)

 

$

(503)

 

$

(1,745)

Credit losses on securities where credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses were not previously recorded

 

 

(5,257)

 

 

 

 

 

(151)

 

 

-

 

 

-

 

 

(5,408)

 

 

(21,177)

 

 

(4,915)

 

 

(151)

 

 

-

 

 

(1,055)

 

 

(27,298)

Increases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

(620)

 

 

(2,764)

 

 

-

 

 

-

 

 

-

 

 

(3,384)

 

 

(2,088)

 

 

(2,764)

 

 

-

 

 

-

 

 

-

 

 

(4,852)

Decreases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Reduction in allowance due to disposals

 

 

1,462

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,462

 

 

1,595

 

 

-

 

 

-

 

 

22

 

 

298

 

 

1,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2021

 

$

(22,890)

 

$

(7,679)

 

$

(151)

 

$

-

 

$

(1,260)

 

$

(31,980)

 

$

(22,890)

 

$

(7,679)

 

$

(151)

 

$

-

 

$

(1,260)

 

$

(31,980)

 

11


 

 

Roll Forward of Allowance for Credit Losses

 

Three Months Ended September 30, 2020

 

Nine Months Ended September 30, 2020

 

 

 

 

Foreign

 

Foreign

 

 

 

 

 

 

 

Foreign

 

Foreign

 

 

 

 

Corporate

 

Government

 

Corporate

 

 

 

 

Corporate

 

Government

 

Corporate

 

 

 

 

Securities

 

Securities

 

Securities

 

Total

 

Securities

 

Securities

 

Securities

 

Total

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning Balance

$

(22,253)

 

$

(92)

 

$

(3,492)

 

$

(25,837)

 

$

-

 

$

-

 

$

-

 

$

-

Credit losses on securities where credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

losses were not previously recorded

 

(6)

 

 

-

 

 

(144)

 

 

(150)

 

 

(27,666)

 

 

(519)

 

 

(4,699)

 

 

(32,884)

Increases in allowance on previously

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

(5,354)

 

 

(27)

 

 

(181)

 

 

(5,562)

 

 

(6,136)

 

 

(27)

 

 

(481)

 

 

(6,644)

Decreases in allowance on previously

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

impaired securities

 

159

 

 

-

 

 

151

 

 

310

 

 

3,590

 

 

212

 

 

844

 

 

4,646

Reduction in allowance due to disposals

 

9,980

 

 

-

 

 

1,618

 

 

11,598

 

 

12,738

 

 

215

 

 

2,288

 

 

15,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of September 30, 2020

$

(17,474)

 

$

(119)

 

$

(2,048)

 

$

(19,641)

 

$

(17,474)

 

$

(119)

 

$

(2,048)

 

$

(19,641)

 

The Company recorded as net realized capital gains (losses) in the consolidated statements of operations and comprehensive income (loss) fair value re-measurements, allowances for credit losses per ASU 2016-13 and write-downs in the value of securities deemed to be impaired on an other-than-temporary basis in prior years as displayed in the table above.

 

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

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Proceeds from sales of fixed maturity securities

$

283,412

 

$

402,528

 

$

883,149

 

$

1,392,801

Gross gains from sales

 

17,004

 

 

18,721

 

 

51,738

 

 

54,077

Gross losses from sales

 

(10,785)

 

 

(15,291)

 

 

(26,285)

 

 

(55,104)

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of equity securities

$

104,231

 

$

116,565

 

$

578,894

 

$

329,750

Gross gains from sales

 

2,768

 

 

9,512

 

 

20,875

 

 

30,268

Gross losses from sales

 

(3,257)

 

 

(10,829)

 

 

(11,371)

 

 

(42,910)

 

12


 

4. RESERVE FOR LOSSES, LAE AND FUTURE POLICY BENEFIT RESERVE

 

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

 

 

Nine Months Ended

 

September 30,

(Dollars in thousands)

2021

 

2020

Gross reserves beginning of period

$

16,398,997

 

$

13,611,313

Less reinsurance recoverables on unpaid losses

 

(1,843,691)

 

 

(1,640,712)

Net reserves beginning of period

 

14,555,306

 

 

11,970,601

 

 

 

 

 

 

Incurred related to:

 

 

 

 

 

Current year

 

5,577,911

 

 

4,572,640

Prior years

 

(6,050)

 

 

1,426

Total incurred losses and LAE

 

5,571,861

 

 

4,574,066

 

 

 

 

 

 

Paid related to:

 

 

 

 

 

Current year

 

1,375,665

 

 

1,015,538

Prior years

 

1,786,393

 

 

2,042,712

Total paid losses and LAE

 

3,162,058

 

 

3,058,250

 

 

 

 

 

 

Foreign exchange/translation adjustment

 

(41,000)

 

 

(28,024)

 

 

 

 

 

 

Net reserves end of period

 

16,924,109

 

 

13,458,393

Plus reinsurance recoverables on unpaid losses

 

2,032,844

 

 

1,774,732

Gross reserves end of period

$

18,956,953

 

$

15,233,125

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Current year incurred losses were $5,577.9 million and $4,572.6 million for the nine months ended September 30, 2021 and 2020, respectively. Gross and net reserves increased for the nine months ended September 30, 2021, reflecting an increase in underlying exposure due to premium growth and catastrophe losses of $1,010.0 million and $355.0 million for the nine months ended September 30, 2021 and 2020, respectively. In addition, current year incurred losses for the nine months ended September 30, 2020 included $434.9 million of losses associated with the COVID-19 Pandemic which did not recur in 2021.

 

5. FAIR VALUE

 

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

 

13


 

The levels in the hierarchy are defined as follows:

 

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

 

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

 

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

 

The Company’s fixed maturity and equity securities are primarily managed by third party investment asset managers. The investment asset managers managing publicly traded securities 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.

 

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. At September 30, 2021, $1,803.0 million of fixed maturities, market value were fair valued using unobservable inputs. The majority of these fixed maturities were valued by investment managers’ valuation committees and many of these fair values were substantiated by valuations from independent third parties. The Company has procedures in place to evaluate these independent third party valuations. At December 31, 2020, $1,330.2 million of fixed maturities, market value were fair valued using unobservable inputs.

 

The Company internally manages a public equity portfolio which had a fair value at September 30, 2021 and December 31, 2020 of $1,253.9 million and $784.7 million, respectively, and all prices were obtained from publicly published sources.

 

Equity securities denominated in U.S. currency with quoted prices in active markets for identical assets are categorized as Level 1 since the quoted prices are directly observable. Equity securities traded on foreign exchanges are categorized as Level 2 due to the added input of a foreign exchange conversion rate to determine fair or market value. The Company uses foreign currency exchange rates published by nationally recognized sources.

 

All categories of fixed maturity securities listed in the tables below are generally categorized as Level 2, 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. For foreign government securities and foreign corporate securities, the fair values provided by the third party pricing services in local currencies, and where applicable, are converted to U.S. dollars using currency exchange rates from nationally recognized sources.

 

In addition to the valuations from investment managers, some of the fixed maturities with fair values categorized as Level 3 result when prices are not available from the nationally recognized pricing services. The asset managers may obtain non-binding price quotes for the securities from brokers. The single broker quotes

14


 

are provided by market makers or broker-dealers who are recognized as market participants in the markets in which they are providing the quotes. The prices received from brokers are reviewed for reasonableness by the third party asset managers and the Company. If the broker quotes are for foreign denominated securities, the quotes are converted to U.S. dollars using currency exchange rates from nationally recognized sources. In limited circumstances when broker prices are not available for private placements, the Company will value the securities using comparable market information or receive fair values from investment managers.

 

The composition and valuation inputs for the presented fixed maturities categories Level 1 and Level 2 are as follows:

 

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

 

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

 

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

 

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

 

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

 

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

 

15


 

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)

 

September 30, 2021

 

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, market value

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies and corporations

 

$

1,362,822

 

$

-

 

$

1,362,822

 

$

-

Obligations of U.S. States and political subdivisions

 

 

608,375

 

 

-

 

 

608,375

 

 

-

Corporate securities

 

 

7,494,241

 

 

-

 

 

6,700,200

 

 

794,041

Asset-backed securities

 

 

3,305,252

 

 

-

 

 

2,301,183

 

 

1,004,069

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

1,087,870

 

 

-

 

 

1,087,870

 

 

-

Agency residential

 

 

2,246,001

 

 

-

 

 

2,246,001

 

 

-

Non-agency residential

 

 

7,306

 

 

-

 

 

7,306

 

 

-

Foreign government securities

 

 

1,455,145

 

 

-

 

 

1,455,145

 

 

-

Foreign corporate securities

 

 

4,056,107

 

 

-

 

 

4,051,232

 

 

4,875

Total fixed maturities, market value

 

 

21,623,119

 

 

-

 

 

19,820,134

 

 

1,802,985

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities, fair value

 

 

1,523,595

 

 

1,451,271

 

 

72,324

 

 

-

 

 

 

 

 

 

 

 

Fair Value Measurement Using:

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

 

 

in Active

 

Significant

 

 

 

 

 

 

 

 

Markets for

 

Other

 

Significant

 

 

 

 

 

Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

(Dollars in thousands)

 

December 31, 2020

 

(Level 1)

 

(Level 2)

 

(Level 3)

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, market value

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury securities and obligations of

 

 

 

 

 

 

 

 

 

 

 

 

U.S. government agencies and corporations

 

$

1,367,106

 

$

-

 

$

1,367,106

 

$

-

Obligations of U.S. States and political subdivisions

 

 

577,295

 

 

-

 

 

577,295

 

 

-

Corporate securities

 

 

7,149,026

 

 

-

 

 

6,447,534

 

 

701,492

Asset-backed securities

 

 

2,565,802

 

 

-

 

 

1,942,769

 

 

623,033

Mortgage-backed securities

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

990,303

 

 

-

 

 

990,303

 

 

-

Agency residential

 

 

2,267,739

 

 

-

 

 

2,267,739

 

 

-

Non-agency residential

 

 

5,194

 

 

-

 

 

5,194

 

 

-

Foreign government securities

 

 

1,645,375

 

 

-

 

 

1,645,375

 

 

-

Foreign corporate securities

 

 

3,472,333

 

 

-

 

 

3,466,634

 

 

5,699

Total fixed maturities, market value

 

 

20,040,173

 

 

-

 

 

18,709,949

 

 

1,330,224

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities, fair value

 

 

1,472,236

 

 

1,368,704

 

 

103,532

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In addition, $266.3 million and $224.7 million of investments within other invested assets on the consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively, are not included within the fair value hierarchy tables as the assets are measured at NAV as a practical expedient to determine fair value.

 

16


 

The following tables present the activity under Level 3, fair value measurements using significant unobservable inputs for fixed maturities, for the periods indicated:

 

 

 

 

Total Fixed Maturities, Market Value

 

 

Three Months Ended September 30, 2021

 

Nine Months Ended September 30, 2021

 

 

Corporate

 

Asset-Backed

 

Foreign

 

 

 

 

Corporate

 

Asset-Backed

 

Foreign

 

 

 

(Dollars in thousands)

 

Securities

 

Securities

 

Corporate

 

Total

 

Securities

 

Securities

 

Corporate

 

Total

Beginning balance fixed maturities at market value

 

$

705,571

 

$

815,276

 

$

4,887

 

$

1,525,734

 

$

701,492

 

$

623,033

 

$

5,699

 

$

1,330,224

Total gains or (losses) (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

3,184

 

 

(3,292)

 

 

33

 

 

(75)

 

 

(12,366)

 

 

(7,254)

 

 

173

 

 

(19,447)

Included in other comprehensive income (loss)

 

 

(1,311)

 

 

(381)

 

 

(34)

 

 

(1,726)

 

 

6,107

 

 

4,094

 

 

(70)

 

 

10,131

Purchases, issuances and settlements

 

 

86,597

 

 

192,466

 

 

(12)

 

 

279,051

 

 

98,808

 

 

384,196

 

 

(928)

 

 

482,076

Transfers in and/or (out) of Level 3

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Ending balance

 

$

794,041

 

$

1,004,069

 

$

4,875

 

$

1,802,984

 

$

794,041

 

$

1,004,069

 

$

4,875

 

$

1,802,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

761

 

$

(2,764)

 

$

-

 

$

(2,003)

 

$

(16,518)

 

$

(7,679)

 

$

-

 

$

(24,197)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fixed Maturities, Market Value

 

 

 

Three Months Ended September 30, 2020

 

 

Nine Months Ended September 30, 2020

 

 

Corporate

 

Asset-Backed

 

Foreign

 

 

 

 

Corporate

 

Asset-Backed

 

Foreign

 

 

 

(Dollars in thousands)

 

Securities

 

Securities

 

Corporate

 

Total

 

Securities

 

Securities

 

Corporate

 

Total

Beginning balance fixed maturities at market value

 

$

721,834

 

$

295,730

 

$

6,274

 

$

1,023,838

 

$

617,588

 

$

153,641

 

$

1,750

 

$

772,979

Total gains or (losses) (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

362

 

 

457

 

 

26

 

 

845

 

 

(100)

 

 

582

 

 

(71)

 

 

411

Included in other comprehensive income (loss)

 

 

(992)

 

 

5,028

 

 

126

 

 

4,162

 

 

(4,898)

 

 

7,238

 

 

86

 

 

2,426

Purchases, issuances and settlements

 

 

(1,349)

 

 

103,574

 

 

139

 

 

102,364

 

 

112,060

 

 

243,328

 

 

3,823

 

 

359,211

Transfers in and/or (out) of Level 3

 

 

4,189

 

 

-

 

 

(863)

 

 

3,326

 

 

(606)

 

 

-

 

 

114

 

 

(492)

Ending balance

 

$

724,044

 

$

404,789

 

$

5,702

 

$

1,134,535

 

$

724,044

 

$

404,789

 

$

5,702

 

$

1,134,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

$

-

 

$

-

 

$

-

 

$

-

 

$

(539)

 

$

-

 

$

-

 

$

(539)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

17


 

 

 

Total Fixed Maturities, Fair Value

 

 

Three Months Ended September 30, 2020

 

Nine Months Ended September 30, 2020

 

 

Foreign

 

 

 

 

Foreign

 

 

 

(Dollars in thousands)

 

Corporate

 

Total

 

Corporate

 

Total

Beginning balance fixed maturities at market value

 

$

4,431

 

$

4,431

 

$

5,826

 

$

5,826

Total gains or (losses) (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

 

1,371

 

 

1,371

 

 

(24)

 

 

(24)

Included in other comprehensive income (loss)

 

 

-

 

 

-

 

 

-

 

 

-

Purchases, issuances and settlements

 

 

(2,054)

 

 

(2,054)

 

 

(2,054)

 

 

(2,054)

Transfers in and/or (out) of Level 3

 

 

-

 

 

-

 

 

-

 

 

-

Ending balance

 

$

3,748

 

$

3,748

 

$

3,748

 

$

3,748

 

 

 

 

 

 

 

 

 

 

 

 

 

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.)

 

 There were no net transfers to/(from) level 3, fair value measurements using significant unobservable inputs for fixed maturities, market value for the three and nine months ended September 30, 2021, respectively. The net transfers to/(from) level 3, fair value measurements using significant unobservable inputs for fixed maturities, market value were $3.3 million and ($0.5) million for the three and nine months ended September 30, 2020, respectively. The net transfers of $3.3 million during the three months ended September 30, 2020 were previously priced by a recognized pricing service and were subsequently priced using investment managers as of September 30, 2020. The net transfers of ($0.5) million during the nine months ended September 30, 2020 were related to securities that were previously priced using investment managers and were subsequently priced by a recognized pricing service as of September 30, 2020.

 

The following table presents the activity under Level 3, fair value measurements using significant unobservable inputs for equity securities, for the periods indicated:

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Common Stock

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

-

 

$

9,877

 

$

-

 

$

-

Total (gains) or losses (realized/unrealized)

 

 

 

 

 

 

 

 

 

 

 

Included in earnings

 

-

 

 

-

 

 

-

 

 

-

Included in other comprehensive income (loss)

 

-

 

 

-

 

 

-

 

 

-

Purchases, issuances and settlements

 

-

 

 

-

 

 

-

 

 

9,877

Transfers in and/or (out) of Level 3

 

-

 

 

(9,877)

 

 

-

 

 

(9,877)

Balance, end of period

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

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.)

 

The net transfers to/(from) level 3, fair value measurements using significant unobservable inputs for equity securities, fair value were ($9.9) million for both the three and nine months ended September 30, 2020. The transfers of ($9.9) million during both the three and nine months ended September 30, 2020, were related to preferred stock in a private entity purchased during the second quarter of 2020 which was priced at cost as of June 30, 2020 and was subsequently priced based upon the book value of the underlying private entity as of September 30, 2020.

 

18


 

 

6. EARNINGS PER COMMON SHARE

 

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per share reflect the potential dilution that would occur if options granted under various share-based compensation plans were exercised resulting in the issuance of common shares that would participate in the earnings of the entity.

 

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

 

Nine Months Ended

 

 

September 30,

 

September 30,

(Dollars in thousands, except per share amounts)

2021

 

2020

 

2021

 

2020

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(73,468)

 

 

$

243,057

 

 

$

948,376

 

 

$

450,549

 

 

Less: dividends declared-common shares and unvested common shares

 

(61,457)

 

 

 

(61,910)

 

 

 

(185,731)

 

 

 

(187,115)

 

 

Undistributed earnings

 

(134,925)

 

 

 

181,148

 

 

 

762,646

 

 

 

263,435

 

 

Percentage allocated to common shareholders (1)

 

100.0

%

 

 

98.8

%

 

 

98.7

%

 

 

98.7

%

 

 

 

(134,925)

 

 

 

178,938

 

 

 

752,414

 

 

 

260,096

 

 

Add: dividends declared-common shareholders

 

61,457

 

 

 

61,199

 

 

 

183,333

 

 

 

184,836

 

 

Numerator for basic and diluted earnings per common share

$

(73,468)

 

 

$

240,138

 

 

$

935,748

 

 

$

444,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for basic earnings per weighted-average common shares

 

39,161

 

 

 

39,483

 

 

 

39,409

 

 

 

39,711

 

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

36

 

 

 

74

 

 

 

44

 

 

 

79

 

 

Denominator for diluted earnings per adjusted weighted-average common shares

 

39,197

 

 

 

39,557

 

 

 

39,452

 

 

 

39,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per common share net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

(1.88)

 

 

$

6.08

 

 

$

23.74

 

 

$

11.20

 

 

Diluted

$

(1.88)

 

 

$

6.07

 

 

$

23.72

 

 

$

11.18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Basic weighted-average common shares outstanding

 

39,161

 

 

 

39,483

 

 

 

39,409

 

 

 

39,711

 

 

Basic weighted-average common shares outstanding and unvested common shares expected to vest

 

39,161

 

 

 

39,971

 

 

 

39,945

 

 

 

40,221

 

 

Percentage allocated to common shareholders

 

100.0

%

 

 

98.8

%

 

 

98.7

%

 

 

98.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

There were no anti-diluted options outstanding for the three and nine months ended September 30, 2021 and 2020.

 

All outstanding options granted under share-based compensation plans expire on or between February 22, 2022 and September 19, 2022.

 

7. COMMITMENTS AND 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.

19


 

 

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.

 

The Company had one equity index put option contract at September 30, 2021, based on the Standard & Poor’s 500 (“S&P 500”) index. Based on historical index volatilities and trends and the September 30, 2021 S&P 500 index value, the Company estimates the probability that the equity index put option contract of the S&P 500 index falling below the strike price on the exercise date to be less than 0.1%. The theoretical maximum payout under this equity index put option contract would occur if on the exercise date the S&P 500 index value was zero. At September 30, 2021, the present value of the theoretical maximum payout using a 3% discount factor was $151.2 million. Conversely, if the contract had expired on September 30, 2021, with the S&P index at 4,307.54, there would have been no settlement amount.

 

The Company has entered into separate annuity agreements with The Prudential Insurance of America (“The Prudential”) and an additional unaffiliated life insurance company in which the Company has either purchased annuity contracts or become the assignee of annuity proceeds that are meant to settle claim payment obligations in the future. In both instances, the Company would become contingently liable if either The Prudential or the unaffiliated life insurance company were unable to make payments related to the respective annuity contract.

 

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

 

 

At September 30,

 

At December 31,

(Dollars in thousands)

2021

 

2020

The Prudential

$

138,869

 

$

140,773

Unaffiliated life insurance company

 

34,163

 

 

35,128

 

8. 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 September 30, 2021

 

Nine Months Ended September 30, 2021

(Dollars in thousands)

Before Tax

 

Tax Effect

 

Net of Tax

 

Before Tax

 

Tax Effect

 

Net of Tax

Unrealized appreciation (depreciation) ("URA(D)") on securities - non-credit related

$

(107,980)

 

$

7,959

 

$

(100,021)

 

$

(343,137)

 

$

38,672

 

$

(304,465)

Reclassification of net realized losses (gains) included in net income (loss)

 

(809)

 

 

(579)

 

 

(1,388)

 

 

(1,233)

 

 

(2,231)

 

 

(3,464)

Foreign currency translation adjustments

 

(59,094)

 

 

5,495

 

 

(53,599)

 

 

(30,060)

 

 

1,174

 

 

(28,886)

Reclassification of benefit plan liability amortization included in net income (loss)

 

1,979

 

 

(416)

 

 

1,563

 

 

7,151

 

 

(1,502)

 

 

5,649

Total other comprehensive income (loss)

$

(165,904)

 

$

12,459

 

$

(153,445)

 

$

(367,279)

 

$

36,113

 

$

(331,166)

 

 

Three Months Ended September 30, 2020

 

Nine Months Ended September 30, 2020

(Dollars in thousands)

Before Tax

 

Tax Effect

 

Net of Tax

 

Before Tax

 

Tax Effect

 

Net of Tax

Unrealized appreciation (depreciation) ("URA(D)") on securities - non-credit related

$

68,264

 

$

(4,784)

 

$

63,480

 

$

373,990

 

$

(38,155)

 

$

335,835

Reclassification of net realized losses (gains) included in net income (loss)

 

(12,678)

 

 

1,225

 

 

(11,453)

 

 

18,650

 

 

(5,961)

 

 

12,689

Foreign currency translation adjustments

 

64,453

 

 

(3,825)

 

 

60,628

 

 

28,555

 

 

1,835

 

 

30,390

Reclassification of benefit plan liability amortization included in net income (loss)

 

2,285

 

 

(479)

 

 

1,806

 

 

5,736

 

 

(1,204)

 

 

4,532

Total other comprehensive income (loss)

$

122,324

 

$

(7,863)

 

$

114,461

 

$

426,931

 

$

(43,485)

 

$

383,446

 

20


 

The following table presents details of the amounts reclassified from AOCI for the periods indicated:

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

 

September 30,

 

September 30,

 

Affected line item within the statements of

AOCI component

 

2021

 

2020

 

2021

 

2020

 

operations and comprehensive income (loss)

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

URA(D) on securities

 

$

(809)

 

$

(12,678)

 

$

(1,233)

 

$

18,650

 

Other net realized capital gains (losses)

 

 

 

(579)

 

 

1,225

 

 

(2,231)

 

 

(5,961)

 

Income tax expense (benefit)

 

 

$

(1,388)

 

$

(11,453)

 

$

(3,464)

 

$

12,689

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit plan net gain (loss)

 

$

1,979

 

$

2,285

 

$

7,151

 

$

5,736

 

Other underwriting expenses

 

 

 

(416)

 

 

(479)

 

 

(1,502)

 

 

(1,204)

 

Income tax expense (benefit)

 

 

$

1,563

 

$

1,806

 

$

5,649

 

$

4,532

 

Net income (loss)

 

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

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Beginning balance of URA (D) on securities

$

517,639

 

$

600,922

 

$

724,159

 

$

304,425

Current period change in URA (D) of investments - non-credit related

 

(101,409)

 

 

52,027

 

 

(307,929)

 

 

348,524

Ending balance of URA (D) on securities

 

416,230

 

 

652,949

 

 

416,230

 

 

652,949

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance of foreign currency translation adjustments

 

(90,677)

 

 

(231,955)

 

 

(115,390)

 

 

(201,717)

Current period change in foreign currency translation adjustments

 

(53,599)

 

 

60,628

 

 

(28,886)

 

 

30,390

Ending balance of foreign currency translation adjustments

 

(144,276)

 

 

(171,327)

 

 

(144,276)

 

 

(171,327)

 

 

 

 

 

 

 

 

 

 

 

 

Beginning balance of benefit plan net gain (loss)

 

(69,784)

 

 

(71,830)

 

 

(73,870)

 

 

(74,556)

Current period change in benefit plan net gain (loss)

 

1,563

 

 

1,806

 

 

5,649

 

 

4,532

Ending balance of benefit plan net gain (loss)

 

(68,221)

 

 

(70,024)

 

 

(68,221)

 

 

(70,024)

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance of accumulated other comprehensive income (loss)

$

203,733

 

$

411,598

 

$

203,733

 

$

411,598

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

9. CREDIT FACILITIES

 

The Company has multiple active credit facilities for a total commitment of up to $1,530.0 million and an additional credit facility for a total commitment of up to £52.2 million, providing for the issuance of letters of credit and/or unsecured revolving credit lines. The Company also has additional uncommitted credit facilities of up to $140.0 million which may be accessible via written request and corresponding authorization from the applicable lender. The following table presents the interest and fees incurred in connection with these committed credit facilities for the periods indicated:

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Credit facility interest and fees incurred

$

-

 

$

105

 

$

175

 

$

560

Loan interest and fees incurred - Federal Home Loan Bank

 

281

 

 

27

 

 

827

 

 

27

Total interest and fees incurred

$

281

 

$

132

 

$

1,002

 

$

587

 

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

 

Group Credit Facility

 

Effective May 26, 2016, Group, Everest Reinsurance (Bermuda), Ltd. (“Bermuda Re”) and Everest International Reinsurance, Ltd. (“Everest International”), both direct subsidiaries of Group, entered into a five year, $800.0 million senior credit facility with a syndicate of lenders, which amended and restated in its entirety the June 22,

21


 

2012, four year, $800.0 million senior credit facility. Both the May 26, 2016 and June 22, 2012 senior credit facilities, which have similar terms, are referred to as the “2016 Group Credit Facility”. Wells Fargo Corporation (“Wells Fargo Bank”) is the administrative agent for the 2016 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. Tranche two exclusively provides up to $600.0 million for the issuance of standby letters of credit on a collateralized basis.

 

Effective May 26, 2021, the term of the 2016 Group Credit Facility expired. The Company elected not to renew this facility to allow for the replacement by new credit facilities, including the 2021 Bermuda Re Wells Fargo Letter of Credit Facility, detailed below. As a result, Tranche One of the Group Credit Facility (unsecured revolving credit in the amount of $200.0 million) is no longer effective or available for use. The $600.0 million of credit availability in Tranche two will be in run-off and able to support standby letters of credit currently in force through December 31, 2021. As of December 31, 2021, the entirety of the 2016 Group Credit Facility will have expired and will no longer be effective. This collateralized letter of credit capacity will be replaced with additional bilateral collateralized letters of credit.

 

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 $5,371.0 million plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after March 31, 2016 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 September 30, 2021, was $6,651.8 million. As of September 30, 2021, 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 September 30, 2021

 

 

At December 31, 2020

Bank

 

 

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Wells Fargo Bank Group Credit Facility

 

Tranche One

 

$

-

 

$

-

 

 

 

$

200,000

 

$

164,242

 

12/31/2021

 

 

Tranche Two

 

 

600,000

 

 

402,284

 

12/31/2021

 

 

600,000

 

 

589,690

 

12/31/2021

Total Wells Fargo Bank Group Credit Facility

 

 

 

$

600,000

 

$

402,284

 

 

 

$

800,000

 

$

753,932

 

 

 

 

Bermuda Re Wells Fargo Letter of Credit Facility

 

Effective February 23, 2021, Bermuda Re entered into a letter of credit issuance facility with Wells Fargo referred to as the “2021 Bermuda Re Wells Fargo Letter of Credit Facility.” The Bermuda Re Wells Fargo Letter of Credit Facility originally provided for the issuance of up to $50.0 million of secured letters of credit. Effective May 5, 2021, the agreement was amended to provide for the issuance of up to $500.0 million of secured letters of credit.

 

The following table summarizes the outstanding letters of credit for the periods indicated:

 

(Dollars in thousands)

 

At September 30, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Wells Fargo Bank Bilateral LOC Agreement

 

$

500,000

 

$

404,157

 

12/31/2021

 

 

$

500,000

 

$

404,157

 

 

 

Bermuda Re Citibank Letter of Credit Facility

 

Effective August 9, 2021, Bermuda Re entered into a new letter of credit issuance facility with Citibank N.A. which superseded the previous letter of credit issuance facility with Citibank N.A. that was effective December 31, 2020. Both of these agreements are referred to as the “Bermuda Re Citibank Letter of Credit Facility”. The current Bermuda Re Citibank Letter of Credit Facility provides for the committed issuance of up to $230.0 million of secured letters of credit. In addition, the facility provided for the uncommitted issuance of up the $140.0

22


 

million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A.

 

The following table summarizes the outstanding letters of credit for the periods indicated:

 

(Dollars in thousands)

 

At September 30, 2021

 

At December 31, 2020

Bank

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Citibank Bilateral Letter of Credit Agreement

 

$

230,000

 

$

1,264

 

11/24/2021

 

$

200,000

 

$

4,425

 

02/28/2021

 

 

 

 

 

 

429

 

12/16/2021

 

 

 

 

 

3,672

 

11/24/2021

 

 

 

 

 

 

139,887

 

12/31/2021

 

 

 

 

 

448

 

12/16/2021

 

 

 

 

 

 

4,425

 

02/28/2022

 

 

 

 

 

115

 

12/20/2021

 

 

 

 

 

 

838

 

03/01/2022

 

 

 

 

 

136,383

 

12/31/2021

 

 

 

 

 

 

148

 

12/20/2022

 

 

 

 

 

39,619

 

12/30/2024

 

 

 

 

 

 

28,498

 

12/31/2022

 

 

 

 

 

821

 

08/15/2022

 

 

 

 

 

 

999

 

08/15/2023

 

 

 

 

 

-

 

 

 

 

 

 

 

 

1,252

 

09/23/2023

 

 

 

 

 

-

 

 

 

 

 

 

 

 

22,964

 

09/30/2025

 

 

 

 

 

-

 

 

Total Citibank Bilateral Agreement

 

$

230,000

 

$

200,704

 

 

 

$

200,000

 

$

185,483

 

 

 

Everest International Credit Facility

 

Effective May 12, 2020, Everest International amended its credit facility with Lloyds Bank plc (“Everest International Credit Facility”). The current amendment of the Everest International Credit Facility provides up to £52.2 million for the issuance of standby letters of credit on a collateralized basis.

 

The Everest International 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 $6,393.0 million (70% of consolidated net worth as of December 31, 2019), plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2020 and for which net income is positive, plus 25% of any increase in consolidated net worth of Group during such period attributable to the issuance of ordinary and preferred shares, which at September 30, 2021, was $6,788.7 million. As of September 30, 2021, the Company was in compliance with all Everest International Credit Facility requirements.

 

The following table summarizes the outstanding letters of credit for the periods indicated:

 

(Dollars in thousands)

 

At September 30, 2021

 

At December 31, 2020

Bank

 

Commitment

 

In Use

 

Date of Expiry

 

Commitment

 

In Use

 

Date of Expiry

Lloyd's Bank plc

 

£

52,175

 

£

52,175

 

12/31/2024

 

£

52,175

 

£

52,175

 

12/31/2023

Total Lloyd's Bank Credit Facility

 

£

52,175

 

£

52,175

 

 

 

£

52,175

 

£

52,175

 

 

 

 

 

 

 

Bermuda Re Bayerische Landesbank Credit Facility

 

Effective August 9, 2021 Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank, an agreement referred to as the “Bermuda Re Bayerische Landesbank Credit Facility”. The Bermuda Re Bayerische Landesbank Credit Facility provides for the committed issuance of up to $200.0 million of secured letters of credit.

 

23


 

(Dollars in thousands)

 

At September 30, 2021

Bank

 

Commitment

 

In Use

 

Date of Expiry

Bayerische Landesbank Bilateral Letter of Credit Agreement

 

$

200,000

 

$

-

 

 

Total Bayerische Landesbank Bilateral Agreement

 

$

200,000

 

$

-

 

 

 

 

Federal Home Loan Bank Membership

 

Everest Reinsurance Company (“Everest Re”) is a member of the Federal Home Loan Bank of New York (“FHLBNY”), which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of September 30, 2021, Everest Re had admitted assets of approximately $18,874.0 million which provides borrowing capacity of up to approximately $1,887.4 million. During 2020, Everest Re borrowed $400.0 million under its FHLBNY capacity. The borrowings have interest payable at an interest rate of 0.35%. As of September 30, 2021, $310.0 million of these borrowings remain outstanding, with maturities in November and December 2021. The FHLBNY membership agreement requires that 4.5% of borrowed funds be used to acquire additional membership stock.

 

10. COLLATERALIZED REINSURANCE AND TRUST AGREEMENTS

 

Certain subsidiaries 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 September 30, 2021, the total amount on deposit in trust accounts was $1,526.1 million.

 

The Company reinsures some of its catastrophe exposures with the segregated accounts of Mt. Logan Re. Mt. Logan Re is a Collateralized insurer registered in Bermuda and 100% of the voting common shares are owned by Group. Each segregated account invests predominantly in a diversified set of catastrophe exposures, diversified by risk/peril and across different geographic regions globally.

 

The following table summarizes the premiums and losses that are ceded by the Company to Mt. Logan Re segregated accounts and assumed by the Company from Mt. Logan Re segregated accounts.

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

Mt. Logan Re Segregated Accounts

 

 

2021

 

 

2020

 

 

2021

 

 

2020

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Ceded written premiums

 

$

114,694

 

$

86,712

 

$

269,987

 

$

245,422

Ceded earned premiums

 

 

100,133

 

 

71,396

 

 

249,662

 

 

233,089

Ceded losses and LAE

 

 

169,998

 

 

87,917

 

 

281,893

 

 

173,968

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumed written premiums

 

 

4,273

 

 

8,894

 

 

9,490

 

 

14,448

Assumed earned premiums

 

 

4,273

 

 

8,894

 

 

9,490

 

 

14,448

Assumed losses and LAE

 

 

-

 

 

-

 

 

-

 

 

-

 

Each segregated account is permitted to assume net risk exposures equal to the amount of its available posted collateral, which in the aggregate was $847.3 million and $806.6 million at September 30, 2021 and December 31, 2020, respectively. Of this amount, Group had investments recorded at $61.6 million and $67.6 million at September 30, 2021 and December 31, 2020, respectively, in the segregated accounts.

 

Effective April 1, 2018, the Company entered into a retroactive reinsurance transaction with one of the Mt. Logan Re segregated accounts to retrocede $269.2 million of casualty reserves held by Bermuda Re related to accident years 2002 through 2015. As consideration for entering the agreement, the Company transferred cash of $252.0 million to the Mt. Logan Re segregated account. The maximum liability to be retroceded under the agreement will be $319.0 million. The Company will retain liability for any amounts exceeding the maximum liability. As of September 30, 2021 and December 31, 2020, the Company has a reinsurance recoverable of $217.5 million and $254.9 million, respectively. In addition, the Company has a deferred gain liability of $34.4

24


 

million and $38.8 million as of September 30, 2021 and December 31, 2020, respectively, reported in other liabilities.

 

The Company entered into various collateralized reinsurance agreements with Kilimanjaro Re Limited (“Kilimanjaro”), a Bermuda based special purpose reinsurer, to provide the Company with catastrophe reinsurance coverage. These agreements are multi-year reinsurance contracts which cover named storm and earthquake events. The table below summarizes the various agreements.

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Class

 

Description

 

Effective Date

 

Expiration Date

 

Limit

 

Coverage Basis

Series 2017-1 Class A-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/13/2017

 

4/13/2022

 

 

50,000

 

Aggregate

Series 2017-1 Class B-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/13/2017

 

4/13/2022

 

 

75,000

 

Aggregate

Series 2017-1 Class C-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/13/2017

 

4/13/2022

 

 

175,000

 

Aggregate

Series 2018-1 Class A-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/30/2018

 

5/6/2022

 

 

62,500

 

Aggregate

Series 2018-1 Class B-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/30/2018

 

5/6/2022

 

 

200,000

 

Aggregate

Series 2018-1 Class A-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/30/2018

 

5/5/2023

 

 

62,500

 

Aggregate

Series 2018-1 Class B-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/30/2018

 

5/5/2023

 

 

200,000

 

Aggregate

Series 2019-1 Class A-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

12/12/2019

 

12/19/2023

 

 

150,000

 

Occurrence

Series 2019-1 Class B-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

12/12/2019

 

12/19/2023

 

 

275,000

 

Aggregate

Series 2019-1 Class A-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

12/12/2019

 

12/19/2024

 

 

150,000

 

Occurrence

Series 2019-1 Class B-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

12/12/2019

 

12/19/2024

 

 

275,000

 

Aggregate

Series 2021-1 Class A-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/21/2025

 

 

150,000

 

Occurrence

Series 2021-1 Class B-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/21/2025

 

 

85,000

 

Aggregate

Series 2021-1 Class C-1

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/21/2025

 

 

85,000

 

Aggregate

Series 2021-1 Class A-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/20/2026

 

 

150,000

 

Occurrence

Series 2021-1 Class B-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/20/2026

 

 

90,000

 

Aggregate

Series 2021-1 Class C-2

 

US, Canada, Puerto Rico – Named Storm and Earthquake Events

 

4/8/2021

 

4/20/2026

 

 

90,000

 

Aggregate

 

 

Total available limit as of September 30, 2021

 

 

 

 

 

$

2,325,000

 

 

 

 Recoveries under these collateralized reinsurance agreements with Kilimanjaro are primarily dependent on estimated industry level insured losses from covered events, as well as, the geographic location of the events. The estimated industry level of insured losses is obtained from published estimates by an independent recognized authority on insured property losses. Currently, none of the published insured loss estimates for catastrophe events during the applicable covered periods of the various agreements have exceeded the single event retentions or aggregate retentions under the terms of the agreements that would result in a recovery.

 

25


 

Kilimanjaro has financed the various property catastrophe reinsurance coverages by issuing catastrophe bonds to unrelated, external investors. The proceeds from the issuance of the Notes listed below are held in reinsurance trusts throughout the duration of the applicable reinsurance agreements and invested solely in U.S. government money market funds with a rating of at least “AAAm” by Standard & Poor’s.

 

(Dollars in thousands)

 

 

 

 

 

 

 

Note Series

 

Issue Date

 

Maturity Date

 

Amount

Series 2017-1 Class A-2

 

4/13/2017

 

4/13/2022

 

$

50,000

Series 2017-1 Class B-2

 

4/13/2017

 

4/13/2022

 

 

75,000

Series 2017-1 Class C-2

 

4/13/2017

 

4/13/2022

 

 

175,000

Series 2018-1 Class A-1

 

4/30/2018

 

5/6/2022

 

 

62,500

Series 2018-1 Class B-1

 

4/30/2018

 

5/6/2022

 

 

200,000

Series 2018-1 Class A-2

 

4/30/2018

 

5/5/2023

 

 

62,500

Series 2018-1 Class B-2

 

4/30/2018

 

5/5/2023

 

 

200,000

Series 2019-1 Class A-1

 

12/12/2019

 

12/19/2023

 

 

150,000

Series 2019-1 Class B-1

 

12/12/2019

 

12/19/2023

 

 

275,000

Series 2019-1 Class A-2

 

12/12/2019

 

12/19/2024

 

 

150,000

Series 2019-1 Class B-2

 

12/12/2019

 

12/19/2024

 

 

275,000

Series 2021-1 Class A-1

 

4/8/2021

 

4/21/2025

 

 

150,000

Series 2021-1 Class B-1

 

4/8/2021

 

4/21/2025

 

 

85,000

Series 2021-1 Class C-1

 

4/8/2021

 

4/21/2025

 

 

85,000

Series 2021-1 Class A-2

 

4/8/2021

 

4/20/2026

 

 

150,000

Series 2021-1 Class B-2

 

4/8/2021

 

4/20/2026

 

 

90,000

Series 2021-1 Class C-2

 

4/8/2021

 

4/20/2026

 

 

90,000

 

11. SENIOR NOTES

 

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

 

 

 

 

 

 

 

 

September 30, 2021

 

December 31, 2020

 

 

 

 

 

 

 

Consolidated Balance

 

 

 

 

Consolidated Balance

 

 

 

(Dollars in thousands)

Date Issued

 

Date Due

 

Principal Amounts

 

Sheet Amount

 

Market Value

 

Sheet Amount

 

Market Value

4.868% Senior notes

6/5/2014

 

6/1/2044

 

400,000

 

$

397,284

 

$

506,828

 

$

397,194

 

$

528,000

3.5% Senior notes

10/07/2020

 

10/15/2050

 

1,000,000

 

 

979,915

 

 

1,065,400

 

 

979,524

 

 

1,138,100

 

On June 5, 2014, Holdings issued $400.0 million of 30 year senior notes with an interest coupon rate of 4.868%, which will mature on June 1, 2044. Interest is paid semi-annually on June 1 and December 1 of each year.

 

On October 7, 2020, Holdings issued $1,000.0 million of 30 year senior notes with an interest coupon rate of 3.50%, which will mature on October 15, 2050. Interest is paid semi-annually on April 15 and October 15 of each year.

 

On October 4, 2021, Holdings issued $1,000.0 million of 31 year senior notes with an interest coupon rate of 3.125%, which will mature on October 15, 2052. Interest is paid semi-annually on April 15 and October 15 of each year.

 

26


 

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

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars In thousands

2021

 

2020

 

2021

 

2020

Interest expense incurred 4.868% Senior notes

$

4,868

 

$

4,868

 

$

14,604

 

$

14,604

Interest expense incurred 3.5% Senior notes

 

8,805

 

 

-

 

 

26,415

 

 

-

 

12. 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

 

September 30, 2021

 

December 31, 2020

 

 

 

Original

 

 

 

 

 

Consolidated Balance

 

Market

 

Consolidated Balance

 

Market

(Dollars in thousands)

Date Issued

 

Principal Amount

 

Scheduled

 

Final

 

Sheet Amount

 

Value

 

Sheet Amount

 

Value

Long term subordinated notes

4/26/2007

 

$

400,000

 

5/15/2037

 

5/1/2067

 

$

223,749

 

$

216,043

 

$

223,674

 

$

206,447

 

During the fixed rate interest period from May 3, 2007 through May 14, 2017, interest was 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. 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 quarterly for periods from and including May 15, 2017. The reset quarterly interest rate for August 16, 2021 to November 14, 2021 is 2.51%.

 

Holdings may redeem the long term subordinated notes on or after May 15, 2017, in whole or in part at 100% of the principal amount plus accrued and unpaid interest; however, redemption on or after the scheduled maturity date and prior to May 1, 2047 is subject to a replacement capital covenant. This covenant is for the benefit of certain senior note holders and it mandates that Holdings receive proceeds from the sale of another subordinated debt issue, of at least similar size, before it may redeem the subordinated notes. Effective upon the maturity of the Company’s 5.40% senior notes on October 15, 2014, the Company’s 4.868% senior notes, due on June 1, 2044, have become the Company’s long term indebtedness that ranks senior to the long term subordinated notes.

 

The Company repurchased and retired $0 million and $13.2 million of its outstanding long term subordinated notes during the three and nine months ended September 30, 2020, respectively. The Company realized a gain of $0 million and $2.5 million from the repurchase of the long term subordinated notes for the three and nine months ended September 30, 2020, respectively. No repurchases of debt were made during the three and nine months ended September 30, 2021.

 

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 $161.4 million. In addition, during 2020, the Company repurchased and retired $13.2 million of the notes.

 

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

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Interest expense incurred

$

1,456

 

$

1,587

 

$

4,378

 

$

6,126

 

27


 

13. SEGMENT REPORTING

 

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies. Business is written in the U.S., Bermuda, and Ireland offices, as well as, through branches in Canada, Singapore, the United Kingdom and Switzerland. The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the U.S., Bermuda, Canada and Europe through its offices in the U.S., Canada, United Kingdom, Ireland and a branch in the Netherlands.

 

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 loss adjustment expenses (“LAE”) incurred, commission and brokerage expenses and other underwriting expenses. The Company measures its 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.

 

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

 

Nine Months Ended

Reinsurance

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Gross written premiums

$

2,488,344

 

$

2,086,961

 

$

6,695,594

 

$

5,403,080

Net written premiums

 

2,292,957

 

 

1,936,851

 

 

6,265,825

 

 

4,974,034

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

1,976,454

 

$

1,669,257

 

$

5,674,707

 

$

4,656,733

Incurred losses and LAE

 

1,766,197

 

 

1,335,048

 

 

4,206,243

 

 

3,361,367

Commission and brokerage

 

471,079

 

 

373,251

 

 

1,353,062

 

 

1,130,946

Other underwriting expenses

 

45,347

 

 

51,333

 

 

144,408

 

 

135,170

Underwriting gain (loss)

$

(306,170)

 

$

(90,375)

 

$

(29,006)

 

$

29,250

 

 

Three Months Ended

 

Nine Months Ended

Insurance

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Gross written premiums

$

1,009,264

 

$

704,643

 

$

2,923,587

 

$

2,328,733

Net written premiums

 

732,832

 

 

511,829

 

 

2,123,311

 

 

1,693,603

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

679,949

 

$

536,554

 

$

1,927,933

 

$

1,628,297

Incurred losses and LAE

 

508,103

 

 

401,162

 

 

1,365,619

 

 

1,212,699

Commission and brokerage

 

93,256

 

 

72,081

 

 

258,033

 

 

229,224

Other underwriting expenses

 

95,802

 

 

87,542

 

 

279,817

 

 

250,695

Underwriting gain (loss)

$

(17,213)

 

$

(24,231)

 

$

24,465

 

$

(64,321)

 

28


 

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

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

Underwriting gain (loss)

$

(323,383)

 

$

(114,606)

 

$

(4,541)

 

$

(35,071)

Net investment income

 

292,759

 

 

234,233

 

 

960,267

 

 

420,116

Net realized capital gains (losses)

 

(4,222)

 

 

110,203

 

 

138,789

 

 

84,263

Corporate expenses

 

(17,817)

 

 

(10,618)

 

 

(46,363)

 

 

(29,184)

Interest, fee and bond issue cost amortization expense

 

(15,539)

 

 

(6,641)

 

 

(46,785)

 

 

(21,477)

Other income (expense)

 

(19,517)

 

 

59,937

 

 

44,190

 

 

47,306

Income (loss) before taxes

$

(87,719)

 

$

272,508

 

$

1,045,557

 

$

465,953

 

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 periods indicated:

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in thousands)

2021

 

2020

 

2021

 

2020

United Kingdom gross written premium

$

281,645

 

$

314,502

 

$

897,107

 

$

857,310

 

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

 

14. SHARE-BASED COMPENSATION PLANS

 

For the three months ended September 30, 2021, a total of 2,090 restricted stock awards were granted: 2,090 restricted share awards were granted on September 9, 2021 with a fair value of $263.63 per share.

 

For the nine months ended September 30, 2021, a total of 209,631 restricted stock awards were granted: 194,610, 10,656, 2,275 and 2,090 restricted share awards were granted on February 23, 2021, February 24, 2021, May 12, 2021 and September 9, 2021, with a fair value of $242.24 per share, $244.445 per share, $264.845 per share and $263.63 per share, respectively. Additionally, 22,205 performance share unit awards were granted on February 23, 2021, with a fair value of $242.24 per unit.

 

15. INCOME TAXES

 

The Company is domiciled in Bermuda and has significant subsidiaries and/or branches in Canada, Ireland, the Netherlands, Singapore, Switzerland, 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 applies the estimated Annualized Effective Tax Rate (“AETR”) approach for calculating its tax provision for interim periods as prescribed by ASC 740-270, Interim Reporting. Under the AETR approach, the estimated annualized effective tax rate is applied to the interim year-to-date pre-tax income/(loss) to determine the income tax expense or benefit for the year-to-date period. The tax expense or benefit for the 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/(loss) and annualized effective tax rate.

 

29


 

16. SUBSEQUENT EVENTS

 

The Company has evaluated known recognized and non-recognized subsequent events. Other than the debt issuance on October 4, 2021 described in Note 11, the Company does not have any subsequent events to report.

 

30


 

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, higher rates and stronger profits followed by periods of abundant capacity, lower 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, domestic and international underwriting operations, including underwriting syndicates at Lloyd’s of London and certain government sponsored risk transfer vehicles. Some of these competitors have greater financial resources than we do and have established long term and continuing business relationships, which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and recently, the 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 historically have been competitive. Generally, there was ample insurance and reinsurance capacity relative to demand, as well as, additional capital from the capital markets through insurance linked financial instruments. These financial instruments such as side cars, catastrophe bonds and collateralized reinsurance funds, provided capital markets with access to insurance and reinsurance risk exposure. The capital markets demand for these products was being primarily driven by a low interest environment and the desire to achieve greater risk diversification and potentially higher returns on their investments. This increased competition was generally having a negative impact on rates, terms and conditions; however, the impact varies widely by market and coverage.

 

The industry continues to deal with the impacts of a global pandemic, COVID-19 and its subsequent variants. Globally, many countries mandated that their citizens remain at home and many non-essential businesses have continued to be physically closed. We activated our operational resiliency plan across our global footprint and all of our critical operations are functioning effectively from remote locations. We continue to service and meet the needs of our clients while ensuring the safety and health of our employees and customers.

 

There continues to be a negative impact on industry underwriting results from the pandemic. These impacts vary significantly from country to country depending on the rate of infections and the corresponding mandated business restrictions.

 

Prior to the pandemic, there was a growing industry consensus that there was some firming of (re)insurance rates for the areas impacted by the recent catastrophes. The increased frequency of catastrophe losses in 2020 and 2021 appears to be further pressuring the increase of rates. As business activity continues to regain strength, rates also appear to be firming in most lines of business, particularly in the casualty lines that had seen significant losses such as excess casualty and directors’ and officers’ liability. Other casualty lines are experiencing modest rate increase, while some lines such as workers’ compensation were experiencing softer market conditions. It is too early to tell what will be the impact on pricing conditions but it is likely to change depending on the line of business and geography.

31


 

 

While we are unable to predict the full impact the pandemic will have on the insurance industry as it continues to have a negative impact on the global economy, we are well positioned to continue to service our clients. Our capital position remains a source of strength, with high quality invested assets, significant liquidity and a low operating expense ratio. Our diversified global platform with its broad mix of products, distribution and geography is resilient.

 

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

 

Nine Months Ended

 

Percentage

 

September 30,

 

Increase/

 

September 30,

 

Increase/

(Dollars in millions)

2021

 

2020

 

(Decrease)

 

2021

 

2020

 

(Decrease)

Gross written premiums

$

3,497.6

 

 

$

2,791.6

 

 

25.3

%

 

$

9,619.2

 

 

$

7,731.8

 

 

24.4

%

Net written premiums

 

3,025.8

 

 

 

2,448.7

 

 

23.6

%

 

 

8,389.1

 

 

 

6,667.6

 

 

25.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

2,656.4

 

 

$

2,205.8

 

 

20.4

%

 

$

7,602.6

 

 

$

6,285.0

 

 

21.0

%

Net investment income

 

292.8

 

 

 

234.2

 

 

25.0

 

 

 

960.3

 

 

 

420.1

 

 

128.6

 

Net realized capital gains (losses)

 

(4.2)

 

 

 

110.2

 

 

-103.8

%

 

 

138.8

 

 

 

84.3

 

 

64.7

 

Other income (expense)

 

(19.5)

 

 

 

59.9

 

 

-132.6

%

 

 

44.2

 

 

 

47.3

 

 

-6.5

 

Total revenues

 

2,925.4

 

 

 

2,610.2

 

 

12.1

%

 

 

8,745.9

 

 

 

6,836.7

 

 

27.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CLAIMS AND EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred losses and loss adjustment expenses

 

2,274.3

 

 

 

1,736.2

 

 

31.0

%

 

 

5,571.9

 

 

 

4,574.1

 

 

21.8

%

Commission, brokerage, taxes and fees

 

564.3

 

 

 

445.3

 

 

26.7

%

 

 

1,611.1

 

 

 

1,360.2

 

 

18.4

%

Other underwriting expenses

 

141.2

 

 

 

138.9

 

 

1.6

%

 

 

424.2

 

 

 

385.9

 

 

9.9

%

Corporate expenses

 

17.8

 

 

 

10.6

 

 

67.8

%

 

 

46.4

 

 

 

29.2

 

 

58.9

%

Interest, fees and bond issue cost amortization expense

 

15.5

 

 

 

6.6

 

 

134.0

%

 

 

46.8

 

 

 

21.5

 

 

117.8

%

Total claims and expenses

 

3,013.1

 

 

 

2,337.7

 

 

28.9

%

 

 

7,700.3

 

 

 

6,370.8

 

 

20.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

(87.7)

 

 

 

272.5

 

 

-132.2

%

 

 

1,045.6

 

 

 

466.0

 

 

124.4

 

Income tax expense (benefit)

 

(14.3)

 

 

 

29.5

 

 

-148.4

%

 

 

97.2

 

 

 

15.4

 

 

NM

%

NET INCOME (LOSS)

$

(73.5)

 

 

$

243.1

 

 

-130.2

 

 

$

948.4

 

 

$

450.5

 

 

110.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS:

 

 

 

 

 

 

 

 

Point Change

 

 

 

 

 

 

 

 

 

Point Change

Loss ratio

 

85.6

%

 

 

78.7

%

 

6.9

 

 

 

73.3

%

 

 

72.8

%

 

0.5

 

Commission and brokerage ratio

 

21.2

%

 

 

20.2

%

 

1.0

 

 

 

21.2

%

 

 

21.7

%

 

(0.5)

 

Other underwriting expense ratio

 

5.3

%

 

 

6.3

%

 

(1.0)

 

 

 

5.6

%

 

 

6.1

%

 

(0.5)

 

Combined ratio

 

112.2

%

 

 

105.2

%

 

7.0

 

 

 

100.1

%

 

 

100.6

%

 

(0.5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At

 

At

 

Percentage

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

Increase/

(Dollars in millions, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

2021

 

2020

 

(Decrease)

Balance sheet data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total investments and cash

 

 

 

 

 

 

 

 

 

 

 

$

27,783.7

 

 

$

25,461.6

 

 

9.1

%

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

36,606.1

 

 

 

32,788.4

 

 

11.6

%

Loss and loss adjustment expense reserves

 

 

 

 

 

 

 

 

 

 

 

 

18,957.0

 

 

 

16,399.0

 

 

15.6

%

Total debt

 

 

 

 

 

 

 

 

 

 

 

 

1,910.9

 

 

 

1,910.4

 

 

-

%

Total liabilities

 

 

 

 

 

 

 

 

 

 

 

 

26,627.5

 

 

 

23,062.2

 

 

15.5

%

Shareholders' equity

 

 

 

 

 

 

 

 

 

 

 

 

9,978.6

 

 

 

9,726.2

 

 

2.6

%

Book value per share

 

 

 

 

 

 

 

 

 

 

 

 

253.40

 

 

 

243.25

 

 

4.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(NM, not meaningful)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32


 

Revenues.

Premiums. Gross written premiums increased by 25.3% to $3,497.6 million for the three months ended September 30, 2021, compared to $2,791.6 million for the three months ended September 30, 2020, reflecting a $401.3 million, or 19.2%, increase in our reinsurance business and a $304.6 million, or 43.2%, increase in our insurance business. The increase in reinsurance premiums was due to increases in most lines of business, notably casualty pro rata business, casualty excess of loss and property catastrophe excess of loss business, as well as $24.0 million positive impact from the movement of foreign exchange rates. The rise in insurance premiums was primarily due to increases in specialty casualty business, professional liability business and short-tail business, including property. Gross written premiums increased by 24.4% to $9,619.2 million for the nine months ended September 30, 2021, compared to $7,731.8 million for the nine months ended September 30, 2020, reflecting a $1,292.5 million, or 23.9%, increase in our reinsurance business and a $594.9 million, or 25.5%, increase in our insurance business. The increase in reinsurance premiums was due to increases in most lines of business, notably property pro rata business, casualty pro rata business and casualty excess of loss, as well as $94.2 million positive impact from the movement of foreign exchange rates. The rise in insurance premiums was primarily due to increases in specialty casualty business, professional liability business and short-tail business, including property, partially offset by a decline in workers’ compensation business.

 

Net written premiums increased by 23.6% to $3,025.8 million for the three months ended September 30, 2021, compared to $2,448.7 million for the three months ended September 30, 2020. Net written premiums increased by 25.8% to $8,389.1 million for the nine months ended September 30, 2021, compared to $6,667.6 million for the nine months ended September 30, 2020. These increases are consistent with the changes in gross written premiums. Premiums earned increased by 20.4% to $2,656.4 million for the three months ended September 30, 2021, compared to $2,205.8 million for the three months ended September 30, 2020. Premiums earned increased by 21.0% to $7,602.6 million for the nine months ended September 30, 2021, compared to $6,285.0 million for the nine months ended September 30, 2020. The changes in premiums earned relative to net written premiums are the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

 

Net Investment Income. Net investment income increased to $292.8 million for the three months ended September 30, 2021, compared with investment income of $234.2 million for the three months ended September 30, 2020 and increased to $960.3 million for the nine months ended September 30, 2021, compared to $420.1 million for the nine months ended September 30, 2020. Net pre-tax investment income, as a percentage of average invested assets, was 4.4% for the three months ended September 30, 2021 and 2020. Net pre-tax investment income, as a percentage of average invested assets, was 5.0% for the nine months ended September 30, 2021 compared to 2.7% for the nine months ended September 30, 2020. The increases in both income and yield were primarily the result of a significant increase in limited partnership income and higher income from other alternative investments. The limited partnership income primarily reflects increases in their reported net asset values. As such, until these asset values are monetized and the resultant income is distributed, they are subject to future increases or decreases in the asset value, and the results may be volatile.

 

Net Realized Capital Gains (Losses). Net realized capital losses were $4.2 million and net realized capital gains were $110.2 million for the three months ended September 30, 2021 and 2020, respectively. The net realized capital losses of $4.2 million for the three months ended September 30, 2021 were comprised of $4.6 million of net losses from fair value re-measurements and $7.3 million of allowances for credit losses, partially offset by $7.7 million of net realized capital gains from sales of investments. The net realized capital gains of $110.2 million for the three months ended September 30, 2020 were comprised of $100.0 million of net gains from fair value re-measurements, resulting primarily from increases in equity security valuations which rebounded from declines in the first quarter of 2020, $6.2 million from a decline in net allowances for credit losses and $4.0 million of net realized capital gains from sales of investments.

 

Net realized capital gains were $138.8 million and $84.3 million for the nine months ended September 30, 2021 and 2020, respectively. The net realized capital gains of $138.8 million for the nine months ended September 30, 2021 were comprised of $128.0 million of net gains from fair value re-measurements and $41.0 million of net

33


 

realized capital gains from sales of investments, partially offset by $30.2 million of allowances for credit losses. The net realized capital gains of $84.3 million for the nine months ended September 30, 2020 were comprised of $116.3 million of net gains from fair value re-measurements, partially offset by $19.6 million of net allowances for credit losses and $12.4 million of net realized capital losses from sales of investments.

 

Other Income (Expense). We recorded other expense of $19.5 million and other income of $59.9 million for the three months ended September 30, 2021 and 2020, respectively. We recorded other income of $44.2 million and $47.3 million for the nine months ended September 30, 2021 and 2020, respectively. The changes were primarily the result of fluctuations in foreign currency exchange rates. We recognized foreign currency exchange expense of $16.6 million and foreign currency exchange income of $61.4 million for the three months ended September 30, 2021 and 2020, respectively. We recognized foreign currency exchange income of $44.0 million and $37.9 million for the nine months ended September 30, 2021 and 2020, respectively.

 

Claims and Expenses.

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

 

 

Three Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollar in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,580.9

 

59.5

%

 

$

(1.6)

 

-0.1

%

 

$

1,579.3

 

59.4

%

Catastrophes

 

695.0

 

26.2

%

 

 

-

 

-

%

 

 

695.0

 

26.2

%

Total

$

2,275.9

 

85.7

%

 

$

(1.6)

 

-0.1

%

 

$

2,274.3

 

85.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,427.5

 

64.8

%

 

$

(1.3)

 

-0.1

%

 

$

1,426.2

 

64.7

%

Catastrophes

 

310.0

 

14.0

%

 

 

-

 

-

%

 

 

310.0

 

14.0

%

Total

$

1,737.5

 

78.8

%

 

$

(1.3)

 

-0.1

%

 

$

1,736.2

 

78.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

153.4

 

(5.3)

pts

 

$

(0.3)

 

-

pts

 

$

153.1

 

(5.3)

pts

Catastrophes

 

385.0

 

12.2

pts

 

 

-

 

-

pts

 

 

385.0

 

12.2

pts

Total

$

538.4

 

6.9

pts

 

$

(0.3)

 

-

pts

 

$

538.1

 

6.9

pts

 

 

Nine Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollar in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

4,567.9

 

60.1

%

 

$

(6.1)

 

-0.1

%

 

 

4,561.9

 

60.0

%

Catastrophes

 

1,010.0

 

13.3

%

 

 

-

 

-

%

 

 

1,010.0

 

13.3

%

Total

$

5,577.9

 

73.4

%

 

$

(6.1)

 

-0.1

%

 

$

5,571.9

 

73.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

4,217.6

 

67.1

%

 

$

1.4

 

0.1

%

 

$

4,219.1

 

67.2

%

Catastrophes

 

355.0

 

5.6

%

 

 

-

 

-

%

 

 

355.0

 

5.6

%

Total

$

4,572.6

 

72.7

%

 

$

1.4

 

0.1

%

 

$

4,574.1

 

72.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

350.3

 

(7.0)

pts

 

$

(7.5)

 

(0.2)

pts

 

$

342.8

 

(7.2)

pts

Catastrophes

 

655.0

 

7.7

pts

 

 

-

 

-

pts

 

 

655.0

 

7.7

pts

Total

$

1,005.3

 

0.7

pts

 

$

(7.5)

 

(0.2)

pts

 

$

997.8

 

0.5

pts

 

Incurred losses and LAE increased by 31.0% to $2,274.3 million for the three months ended September 30, 2021, compared to $1,736.2 million for the three months ended September 30, 2020, primarily due to an increase of $385.0 million in current year catastrophe losses and a rise of $153.4 million in current year attritional losses, mainly due to the impact of the increase in premiums earned. The increase in attritional losses was partially offset by $124.9 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $695.0 million for the three months ended September 30, 2021 mainly related to Hurricane Ida ($463.0 million) and the European floods ($232.0 million). The $310.0 million of current year catastrophe losses for the three months ended September 30, 2020 related to Hurricane Laura ($131.0 million), the Northern California wildfires ($52.0 million), the California Glass wildfire ($30.0 million), Hurricane Sally

34


 

($26.0 million), the Oregon wildfires ($21.0 million), Hurricane Isaias ($19.9 million), the Derecho storms ($15.1 million) and the Calgary storms in Canada ($15.0 million).

 

Incurred losses and LAE increased by 21.8% to $5,571.9 million for the nine months ended September 30, 2021, compared to $4,574.1 million for the nine months ended September 30, 2020, primarily due to an increase of $655.0 million in current year catastrophe losses and a rise of $350.3 million in current year attritional losses, mainly due to the impact of the increase in premiums earned. The increase in attritional losses was partially offset by $434.9 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $1,010.0 million for the nine months ended September 30, 2021 related primarily to Hurricane Ida ($463.0 million), the Texas winter storms ($285.0 million) and the European floods ($242.0 million) with the rest of the losses emanating from the 2021 Australia floods and Victoria Australia flooding. The $355.0 million of current year catastrophe losses for the nine months ended September 30, 2020 related to Hurricane Laura ($131.0 million), the Northern California wildfires ($52.0 million), the California Glass wildfire ($30.0 million), Hurricane Sally ($26.0 million), the Oregon wildfires ($21.0 million), Hurricane Isaias ($19.9 million), the 2020 U.S. civil unrest ($17.4 million), Nashville tornadoes ($15.2 million), the Derecho storms ($15.1 million) the Calgary storms in Canada ($15.0 million), Australia East Coast Storm ($6.8 million) and the 2020 Australia fires ($5.6 million).

 

Commission, Brokerage, Taxes and Fees. Commission, brokerage, taxes and fees increased by 26.7% to $564.3 million for the three months ended September 30, 2021, compared to $445.3 million for the three months ended September 30, 2020. Commission, brokerage, taxes and fees increased by 18.4% to $1,611.1 million for the nine months ended September 30, 2021, compared to $1,360.2 million for the nine months ended September 30, 2020. The increases were primarily due to the impact of the increases in premiums earned and changes in the mix of business.

 

Other Underwriting Expenses. Other underwriting expenses were $141.2 million and $138.9 million for the three months ended September 30, 2021 and 2020, respectively. Other underwriting expenses were $424.2 million and $385.9 million for the nine months ended September 30, 2021 and 2020, respectively. The increases in other underwriting expenses were mainly due to the continued build out of our insurance operations and the impact of the increases in premiums earned.

 

Corporate Expenses. Corporate expenses, which are general operating expenses that are not allocated to segments, were $17.8 million and $10.6 million for the three months ended September 30, 2021 and 2020, respectively, and $46.4 million and $29.2 million for the nine months ended September 30, 2021 and 2020, respectively. These increases were mainly due to higher compensation expenses from an increased staff count.

 

Interest, Fees and Bond Issue Cost Amortization Expense. Interest, fees and other bond amortization expense was $15.5 million and $6.6 million for the three months ended September 30, 2021 and 2020, respectively. Interest, fees and other bond amortization expense was $46.8 million and $21.5 million for the nine months ended September 30, 2021 and 2020, respectively. These increases were primarily due to interest expense on the $1,000.0 million senior note issuance in October 2020, partially offset by a decrease due to the movement in the floating interest rate related to the long term subordinated notes, which is reset quarterly per the note agreement. The floating rate was 2.51% as of September 30, 2021.

 

Income Tax Expense (Benefit). We had an income tax benefit of $14.3 million and an income tax expense of $29.5 million for the three months ended September 30, 2021 and 2020, respectively. We had an income tax expense of $97.2 million and $15.4 million for the nine months ended September 30, 2021 and 2020, respectively. Income tax benefit or expense is primarily a function of the geographic location of the Company’s pre-tax income and the statutory tax rates in those jurisdictions. The annualized effective tax rate (“AETR”) is primarily affected by tax-exempt investment income, qualifying dividends and foreign tax credits. Variations in the AETR generally result from changes in the relative levels of pre-tax income, including the impact of catastrophe losses and net capital gains (losses), among jurisdictions with different tax rates. The changes in income tax expense (benefit) for the three and nine months ended September 30, 2021 as compared to the

35


 

three and nine months ended September 30, 2020 results primarily from higher investment income from limited partnerships and higher realized investment capital, partially offset by an increase in catastrophe losses.

 

The CARES Act was passed by Congress and signed into law by the President on March 27, 2020 in response to the COVID-19 Pandemic. Among the provisions of the CARES Act was a special tax provision which allowed companies to elect to carryback five years net operating losses incurred in the 2018, 2019 and/or 2020 tax years. The Tax Cuts and Jobs Act of 2017 had eliminated net operating loss carrybacks for most companies. The Company determined that the special five year loss carryback tax provision provided a tax benefit of $31.0 million which it recorded in the quarter ended March 31, 2020.

 

Net Income (Loss).

Our net loss was $73.5 million and our net income was $243.1 million for the three months ended September 30, 2021 and 2020, respectively. Our net income was $948.4 million and $450.5 million for the nine months ended September 30, 2021 and 2020, respectively. These changes were primarily driven by the financial component fluctuations explained above.

 

Ratios.

Our combined ratio increased by 7.0 points to 112.2% for the three months ended September 30, 2021, compared to 105.2% for the three months ended September 30, 2020, and decreased by 0.5 points to 100.1% for the nine months ended September 30, 2021, compared to 100.6% for the nine months ended September 30, 2020. The loss ratio component increased 6.9 points and 0.5 points for the three and nine months ended September 30, 2021 over the same period last year mainly due to increase catastrophe losses, partially offset by COVID-19 Pandemic attritional losses incurred in the three and nine months ended September 30, 2020 which did not re-cur in 2021. The commission and brokerage ratio components increased to 21.2% for the three months ended September 30, 2021 compared to 20.2% for the three months ended September 30, 2020 and decreased to 21.2% for the nine months ended September 30, 2021 compared to 21.7% for the nine months ended September 30, 2020. These changes were mainly due to changes in the mix of business. The other underwriting expense ratios decreased to 5.3% for the three months ended September 30, 2021 compared to 6.3% for the three months ended September 30, 2020 and decreased to 5.6% for the nine months ended September 30, 2021 compared to 6.1% for the nine months ended September 30, 2020. These decreases were mainly due to changes in the mix of business.

 

Shareholders’ Equity.

Shareholders’ equity increased by $252.5 million to $9,978.6 million at September 30, 2021 from $9,726.2 million at December 31, 2020, principally as a result of $948.4 million of net income, $21.0 million of share-based compensation transactions and $5.6 million of net benefit plan obligation adjustments, net of tax, partially offset by $307.9 million of unrealized depreciation on investments net of tax, the repurchase of 790,920 common shares for $200.1 million, $185.7 million of shareholder dividends and $28.9 million of net foreign currency translation adjustments.

 

Consolidated Investment Results

 

Net Investment Income.

Net investment income increased to $292.8 million for the three months ended September 30, 2021, compared with investment income of $234.2 million for the three months ended September 30, 2020. Net investment income increased to $960.3 million for the nine months ended September 30, 2021, compared with investment income of $420.1 million for the nine months ended September 30, 2020. These increases were primarily the result of a significant increase in limited partnership income and higher income from other alternative investments. The limited partnership income primarily reflects increases in their reported net asset values. As such, until these asset values are monetized and the resultant income is distributed, they are subject to future increases or decreases in the asset value, and the results may be volatile.

 

36


 

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

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

(Dollars in millions)

2021

 

2020

 

2021

 

2020

Fixed maturities

$

134.2

 

$

136.1

 

$

423.3

 

$

407.9

Equity securities

 

3.8

 

 

4.4

 

 

12.1

 

 

11.6

Short-term investments and cash

 

-

 

 

0.5

 

 

1.0

 

 

4.4

Other invested assets

 

 

 

 

 

 

 

 

 

 

 

Limited partnerships

 

138.8

 

 

88.8

 

 

493.1

 

 

22.1

Other

 

30.9

 

 

14.7

 

 

62.8

 

 

(1.3)

Gross investment income before adjustments

 

307.6

 

 

244.5

 

 

992.3

 

 

444.7

Funds held interest income (expense)

 

1.2

 

 

0.7

 

 

12.5

 

 

10.9

Future policy benefit reserve income (expense)

 

(0.2)

 

 

(0.3)

 

 

(0.7)

 

 

(0.8)

Gross investment income

 

308.6

 

 

244.9

 

 

1,004.0

 

 

454.8

Investment expenses

 

(15.9)

 

 

(10.7)

 

 

(43.8)

 

 

(34.7)

Net investment income

$

292.8

 

$

234.2

 

$

960.3

 

$

420.1

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

Three Months Ended

 

Nine Months Ended

 

September 30,

 

September 30,

 

2021

 

2020

 

2021

 

2020

Annualized pre-tax yield on average cash and invested assets

4.4

%

 

4.4

%

 

5.0

%

 

2.7

%

Annualized after-tax yield on average cash and invested assets

3.8

%

 

3.8

%

 

4.4

%

 

2.3

%

 

37


 

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 September 30,

 

Nine Months Ended September 30,

(Dollars in millions)

2021

 

2020

 

Variance

 

 

2021

 

 

2020

 

Variance

Gains (losses) from sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities, market value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

$

17.0

 

$

18.7

 

$

(1.7)

 

$

51.7

 

$

54.1

 

$

(2.4)

Losses

 

(10.8)

 

 

(13.3)

 

 

2.5

 

 

(26.3)

 

 

(53.1)

 

 

26.8

Total

 

6.3

 

 

5.4

 

 

0.9

 

 

25.5

 

 

0.9

 

 

24.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Losses

 

-

 

 

(2.0)

 

 

2.0

 

 

-

 

 

(2.0)

 

 

2.0

Total

 

-

 

 

(2.0)

 

 

2.0

 

 

-

 

 

(2.0)

 

 

2.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities, fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

2.8

 

 

9.5

 

 

(6.7)

 

 

20.9

 

 

30.3

 

 

(9.4)

Losses

 

(3.3)

 

 

(10.8)

 

 

7.5

 

 

(11.4)

 

 

(42.9)

 

 

31.5

Total

 

(0.5)

 

 

(1.3)

 

 

0.8

 

 

9.5

 

 

(12.6)

 

 

22.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Invested Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

2.4

 

 

1.4

 

 

1.0

 

 

8.0

 

 

6.0

 

 

2.0

Losses

 

(0.5)

 

 

(0.3)

 

 

(0.2)

 

 

(2.0)

 

 

(5.9)

 

 

3.9

Total

 

1.9

 

 

1.1

 

 

0.8

 

 

6.0

 

 

0.1

 

 

5.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short Term Investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

-

 

 

0.8

 

 

(0.8)

 

 

-

 

 

1.2

 

 

(1.2)

Losses

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

Total

 

-

 

 

0.8

 

 

(0.8)

 

 

-

 

 

1.2

 

 

(1.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net realized gains (losses) from sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains

 

22.2

 

 

30.4

 

 

(8.2)

 

 

80.6

 

 

91.5

 

 

(10.9)

Losses

 

(14.6)

 

 

(26.4)

 

 

11.8

 

 

(39.7)

 

 

(103.9)

 

 

64.2

Total

 

7.7

 

 

4.0

 

 

3.7

 

 

41.0

 

 

(12.4)

 

 

53.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses:

 

(7.3)

 

 

6.2

 

 

(13.5)

 

 

(30.2)

 

 

(19.6)

 

 

(10.6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains (losses) from fair value adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, fair value

 

-

 

 

3.3

 

 

(3.3)

 

 

-

 

 

1.9

 

 

(1.9)

Equity securities, fair value

 

(4.6)

 

 

96.7

 

 

(101.3)

 

 

128.0

 

 

114.4

 

 

13.6

Total

 

(4.6)

 

 

100.0

 

 

(104.6)

 

 

128.0

 

 

116.3

 

 

11.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total net realized capital gains (losses)

$

(4.2)

 

$

110.2

 

$

(114.4)

 

$

138.8

 

$

84.3

 

$

54.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized capital losses were $4.2 million and net realized capital gains were $110.2 million for the three months ended September 30, 2021 and 2020, respectively. For the three months ended September 30, 2021, we recorded $4.6 million of net losses from fair value re-measurements and $7.3 million of allowances for credit losses, partially offset by $7.7 million of net realized capital gains from sales of investments. For the three months ended September 30, 2020, we recorded $100.0 million of net gains from fair value re-measurements, resulting primarily from increases in equity security valuations which rebounded from declines in the first quarter of 2020, $6.2 million from a decline in net allowances for credit losses and $4.0 million of net realized capital gains from sales of investments. The fixed maturity and equity sales for the three months ended September 30, 2021 and 2020 related primarily to adjusting the portfolios for overall market changes and individual credit shifts.

 

38


 

Net realized capital gains were $138.8 million and $84.3 million for the nine months ended September 30, 2021 and 2020, respectively. For the nine months ended September 30, 2021 we recorded $128.0 million of net gains from fair value re-measurements and $41.0 million of net realized capital gains from sales of investments, partially offset by $30.2 million of allowances for credit losses. For the nine months ended September 30, 2020 we recorded $116.3 million of net gains from fair value re-measurements, partially offset by $19.6 million of net allowances for credit losses and $12.4 million of net realized capital losses from sales of investments.

 

Segment Results.

The Reinsurance operation writes worldwide property and casualty reinsurance and specialty lines of business, on both a treaty and facultative basis, through reinsurance brokers, as well as directly with ceding companies. Business is written in the U.S., Bermuda, and Ireland offices, as well as through branches in Canada, Singapore, the United Kingdom and Switzerland. The Insurance operation writes property and casualty insurance directly and through brokers, surplus lines brokers and general agents within the U.S., Bermuda, Canada and Europe through its offices in the U.S., Canada, United Kingdom, Ireland and a branch in the Netherlands.

 

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 loss adjustment expenses (“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.

 

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.

 

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

 

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

 

39


 

Reinsurance.

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

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(Dollars in millions)

2021

 

2020

 

Variance

 

% Change

 

2021

 

2020

 

Variance

 

% Change

Gross written premiums

$

2,488.3

 

 

$

2,087.0

 

 

$

401.3

 

19.2

%

 

$

6,695.6

 

 

$

5,403.1

 

 

$

1,292.5

 

23.9

%

Net written premiums

 

2,293.0

 

 

 

1,936.9

 

 

 

356.1

 

18.4

%

 

 

6,265.8

 

 

 

4,974.0

 

 

 

1,291.8

 

26.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

1,976.5

 

 

$

1,669.3

 

 

$

307.2

 

18.4

%

 

$

5,674.7

 

 

$

4,656.7

 

 

$

1,018.0

 

21.9

%

Incurred losses and LAE

 

1,766.2

 

 

 

1,335.0

 

 

 

431.2

 

32.3

%

 

 

4,206.2

 

 

 

3,361.4

 

 

 

844.8

 

25.1

%

Commission and brokerage

 

471.1

 

 

 

373.3

 

 

 

97.8

 

26.2

%

 

 

1,353.1

 

 

 

1,130.9

 

 

 

222.2

 

19.6

%

Other underwriting expenses

 

45.3

 

 

 

51.3

 

 

 

(6.0)

 

-11.7

%

 

 

144.4

 

 

 

135.2

 

 

 

9.2

 

6.8

%

Underwriting gain (loss)

$

(306.2)

 

 

$

(90.4)

 

 

$

(215.8)

 

-238.8

%

 

$

(29.0)

 

 

$

29.3

 

 

$

(58.3)

 

-199.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

Loss ratio

 

89.4

%

 

 

80.0

%

 

 

 

 

9.4

 

 

 

74.1

%

 

 

72.2

%

 

 

 

 

1.9

 

Commission and brokerage ratio

 

23.8

%

 

 

22.3

%

 

 

 

 

1.5

 

 

 

23.8

%

 

 

24.3

%

 

 

 

 

(0.4)

 

Other underwriting expense ratio

 

2.3

%

 

 

3.1

%

 

 

 

 

(0.8)

 

 

 

2.5

%

 

 

2.9

%

 

 

 

 

(0.4)

 

Combined ratio

 

115.5

%

 

 

105.4

%

 

 

 

 

10.1

 

 

 

100.5

%

 

 

99.4

%

 

 

 

 

1.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(NM, Not Meaningful)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Premiums. Gross written premiums increased by 19.2% to $2,488.3 million for the three months ended September 30, 2021 from $2,087.0 million for the three months ended September 30, 2020, due to increases in most lines of business, notably casualty pro rata business, casualty excess of loss business and property catastrophe excess of loss business, as well as a $24.0 million positive impact from the movement of foreign exchange rates. Net written premiums increased by 18.4% to $2,293.0 million for the three months ended September 30, 2021 compared to $1,936.9 million for the three months ended September 30, 2020, which is consistent with the change in gross written premiums. Premiums earned increased by 18.4% to $1,976.5 million for the three months ended September 30, 2021, compared to $1,669.3 million for the three months ended September 30, 2020. The change in premiums earned relative to net written premiums is primarily the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

 

Gross written premiums increased by 23.9% to $6,695.6 million for the nine months ended September 30, 2021 from $5,403.1 million for the nine months ended September 30, 2020, due to increases in most lines of business, notably property pro rata business, casualty pro rata business and casualty excess of loss, as well as a $94.2 million positive impact from the movement of foreign exchange rates. Net written premiums increased by 26.0% to $6,265.8 million for the nine months ended September 30, 2021 compared to $4,974.0 million for the nine months ended September 30, 2020. The difference between the change in gross written premiums compared to the change in net written premiums was primarily due to varying utilization of reinsurance. Premiums earned increased by 21.9% to $5,674.7 million for the nine months ended September 30, 2021, compared to $4,656.7 million for the nine months ended September 30, 2020. The change in premiums earned relative to net written premiums is primarily the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

 

40


 

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

 

 

Three Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,152.8

 

58.3

%

 

$

(1.6)

 

-0.1

%

 

 

1,151.2

 

58.2

%

Catastrophes

 

615.0

 

31.1

%

 

 

-

 

-

%

 

 

615.0

 

31.1

%

Total Segment

$

1,767.8

 

89.4

%

 

$

(1.6)

 

-0.1

%

 

$

1,766.2

 

89.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,063.8

 

63.8

%

 

$

(1.3)

 

-0.1

%

 

$

1,062.5

 

63.7

%

Catastrophes

 

272.5

 

16.3

%

 

 

-

 

-

%

 

 

272.5

 

16.3

%

Total Segment

$

1,336.3

 

80.1

%

 

$

(1.3)

 

-0.1

%

 

$

1,335.0

 

80.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

89.0

 

(5.5)

pts

 

$

(0.3)

 

-

pts

 

$

88.7

 

(5.5)

pts

Catastrophes

 

342.5

 

14.8

pts

 

 

-

 

-

pts

 

 

342.5

 

14.8

pts

Total Segment

$

431.5

 

9.3

pts

 

$

(0.3)

 

-

pts

 

$

431.2

 

9.4

pts

 

 

Nine Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

3,338.6

 

58.8

%

 

$

(4.9)

 

-0.1

%

 

 

3,333.7

 

58.7

%

Catastrophes

 

872.5

 

15.4

%

 

 

-

 

-

%

 

 

872.5

 

15.4

%

Total Segment

$

4,211.1

 

74.2

%

 

$

(4.9)

 

-0.1

%

 

$

4,206.2

 

74.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

3,067.5

 

65.9

%

 

$

(3.1)

 

-0.1

%

 

$

3,064.4

 

65.8

%

Catastrophes

 

297.0

 

6.4

%

 

 

-

 

-

%

 

 

297.0

 

6.4

%

Total Segment

$

3,364.5

 

72.3

%

 

$

(3.1)

 

-0.1

%

 

$

3,361.4

 

72.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

271.1

 

(7.1)

pts

 

$

(1.8)

 

-

pts

 

$

269.3

 

(7.1)

pts

Catastrophes

 

575.5

 

9.0

pts

 

 

-

 

-

pts

 

 

575.5

 

9.0

pts

Total Segment

$

846.6

 

1.9

pts

 

$

(1.8)

 

-

pts

 

$

844.8

 

1.9

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred losses increased by 32.3% to $1,766.2 million for the three months ended September 30, 2021, compared to $1,335.0 million for the three months ended September 30, 2020. The increase was primarily due to an increase of $342.5 million in current year catastrophe losses, as well as an increase of $89.0 million in current year attritional losses, mainly related to the impact of the increase in premiums earned, and partially offset by $109.9 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $615.0 million for the three months ended September 30, 2021 related primarily to Hurricane Ida ($383.0 million) and the European floods ($232.0 million). The $272.5 million of current year catastrophe losses for the three months ended September 30, 2020 related primarily to Hurricane Laura ($116.0 million), the Northern California wildfires ($52.0 million), the California Glass wildfire ($30.0 million), the Oregon wildfires ($21.0 million), Hurricane Isaias ($17.9 million), the Derecho storms ($13.1 million), the Calgary storms in Canada ($12.5 million) and Hurricane Sally ($10.0 million).

 

Incurred losses increased by 25.1% to $4,206.2 million for the nine months ended September 30, 2021, compared to $3,361.4 million for the nine months ended September 30, 2020. The increase was primarily due to an increase of $575.5 million in current year catastrophe losses and an increase of $271.1 million in current year attritional losses, mainly related to the impact of the increase in premiums earned. The increase in attritional losses was partially offset by $351.0 million of COVID-19 Pandemic losses incurred in 2020 which did not re-cur in 2021. The current year catastrophe losses of $872.5 million for the nine months ended September 30, 2021 related primarily to Hurricane Ida ($383.0 million), the European floods ($242.0 million) and the Texas winter storms ($227.5 million) with the rest of the losses emanating from the 2021 Australia floods and the Victoria Australia flooding. The $297.0 million of current year catastrophe losses for the nine months ended September

41


 

30, 2020 related primarily to Hurricane Laura ($116.0 million), the Northern California wildfires ($52.0 million), the California Glass wildfire ($30.0 million), the Oregon wildfires ($21.0 million), Hurricane Isaias ($17.9 million), the Derecho storms ($13.1 million), the Calgary storms in Canada ($12.5 million), Hurricane Sally ($10.0 million), the Nashville tornadoes ($9.7 million), the Australia East Coast storm ($6.8 million), the Australia fires ($5.6 million) and the 2020 U.S. Civil Unrest ($2.4 million).

 

Segment Expenses. Commission and brokerage expenses increased by 26.2% to $471.1 million for the three months ended September 30, 2021 compared to $373.3 million for the three months ended September 30, 2020. Commission and brokerage expenses increased by 19.6% to $1,353.1 million for the nine months ended September 30, 2021 compared to $1,130.9 million for the nine months ended September 30, 2020. These increases were mainly due to the impact of the increases in premiums earned and changes in the mix of business.

 

Segment other underwriting expenses decreased to $45.3 million for the three months ended September 30, 2021 from $51.3 million for the three months ended September 30, 2020. The quarter over quarter decline was mainly due to changes in the mix of business. Segment other underwriting expenses increased to $144.4 million for the nine months ended September 30, 2021 from $135.2 million for the nine months ended September 30, 2020. The year over year increase was mainly due to the impact of the changes in premiums earned.

 

Insurance.

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

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(Dollars in millions)

2021

 

2020

 

Variance

 

% Change

 

2021

 

2020

 

Variance

 

% Change

Gross written premiums

$

1,009.3

 

 

$

704.6

 

 

$

304.7

 

43.2

%

 

$

2,923.6

 

 

$

2,328.7

 

 

$

594.9

 

25.5

%

Net written premiums

 

732.8

 

 

 

511.8

 

 

 

221.0

 

43.2

%

 

 

2,123.3

 

 

 

1,693.6

 

 

 

429.7

 

25.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned

$

679.9

 

 

$

536.6

 

 

$

143.3

 

26.7

%

 

$

1,927.9

 

 

$

1,628.3

 

 

$

299.6

 

18.4

%

Incurred losses and LAE

 

508.1

 

 

 

401.2

 

 

 

106.9

 

26.7

%

 

 

1,365.6

 

 

 

1,212.7

 

 

 

152.9

 

12.6

%

Commission and brokerage

 

93.3

 

 

 

72.1

 

 

 

21.2

 

29.4

%

 

 

258.0

 

 

 

229.2

 

 

 

28.8

 

12.6

%

Other underwriting expenses

 

95.8

 

 

 

87.5

 

 

 

8.3

 

9.4

%

 

 

279.8

 

 

 

250.7

 

 

 

29.1

 

11.6

%

Underwriting gain (loss)

$

(17.2)

 

 

$

(24.2)

 

 

$

6.9

 

29.0

%

 

$

24.5

 

 

$

(64.3)

 

 

$

88.8

 

138.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

 

 

 

 

 

 

 

 

 

 

 

 

Point Chg

Loss ratio

 

74.7

%

 

 

74.8

%

 

 

 

 

-

 

 

 

70.8

%

 

 

74.6

%

 

 

 

 

-3.8

 

Commission and brokerage ratio

 

13.7

%

 

 

13.4

%

 

 

 

 

0.3

 

 

 

13.4

%

 

 

14.0

%

 

 

 

 

-0.6

 

Other underwriting expense ratio

 

14.1

%

 

 

16.3

%

 

 

 

 

-2.2

 

 

 

14.5

%

 

 

15.4

%

 

 

 

 

-0.9

 

Combined ratio

 

102.5

%

 

 

104.5

%

 

 

 

 

-2.0

 

 

 

98.7

%

 

 

104.0

%

 

 

 

 

-5.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(NM not meaningful)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

Premiums. Gross written premiums increased by 43.2% to $1,009.3 million for the three months ended September 30, 2021 compared to $704.6 million for the three months ended September 30, 2020. This rise was primarily related to increases in specialty casualty business, professional liability business and short-tail business, including property. Net written premiums increased by 43.2% to $732.8 million for the three months ended September 30, 2021 compared to $511.8 million for the three months ended September 30, 2020, which is consistent with the change in gross written premiums. Premiums earned increased 26.7% to $679.9 million for the three months ended September 30, 2021 compared to $536.6 million for the three months ended September 30, 2020. 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.

 

42


 

Gross written premiums increased by 25.5% to $2,923.6 million for the nine months ended September 30, 2021 compared to $2,328.7 million for the nine months ended September 30, 2020. This rise was related to increases in specialty casualty business, professional liability business and short-tail business, including property, partially offset by a decline in workers’ compensation business. Net written premiums increased by 25.4% to $2,123.3 million for the nine months ended September 30, 2021 compared to $1,693.6 million for the nine months ended September 30, 2020, which is consistent with the change in gross written premiums. Premiums earned increased by 18.4% to $1,927.9 million for the nine months ended September 30, 2021 compared to $1,628.3 million for the nine months ended September 30, 2020. The change in premiums earned relative to net written premiums is the result of timing; premiums are earned ratably over the coverage period whereas written premiums are recorded at the initiation of the coverage period.

 

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

 

 

Three Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

428.1

 

63.0

%

 

$

-

 

-

%

 

 

428.1

 

63.0

%

Catastrophes

 

80.0

 

11.8

%

 

 

-

 

-

%

 

 

80.0

 

11.8

%

Total Segment

$

508.1

 

74.7

%

 

$

-

 

-

%

 

$

508.1

 

74.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

363.7

 

67.8

%

 

$

-

 

-

%

 

$

363.7

 

67.8

%

Catastrophes

 

37.5

 

7.0

%

 

 

-

 

-

%

 

 

37.5

 

7.0

%

Total Segment

$

401.2

 

74.8

%

 

$

-

 

-

%

 

$

401.2

 

74.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

64.4

 

(4.8)

pts

 

$

-

 

-

pts

 

$

64.4

 

(4.8)

pts

Catastrophes

 

42.5

 

4.8

pts

 

 

-

 

-

pts

 

 

42.5

 

4.8

pts

Total Segment

$

106.9

 

-

pts

 

$

-

 

-

pts

 

$

106.9

 

-

pts

 

 

Nine Months Ended September 30,

 

Current

 

Ratio %/

 

Prior

 

Ratio %/

 

Total

 

Ratio %/

(Dollars in millions)

Year

 

Pt Change

 

Years

 

Pt Change

 

Incurred

 

Pt Change

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,229.3

 

63.8

%

 

$

(1.2)

 

-0.1

%

 

 

1,228.1

 

63.7

%

Catastrophes

 

137.5

 

7.1

%

 

 

-

 

-

%

 

 

137.5

 

7.1

%

Total Segment

$

1,366.8

 

70.9

%

 

$

(1.2)

 

-0.1

%

 

$

1,365.6

 

70.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

1,150.1

 

70.7

%

 

$

4.6

 

0.3

%

 

$

1,154.7

 

71.0

%

Catastrophes

 

58.0

 

3.6

%

 

 

-

 

-

%

 

 

58.0

 

3.6

%

Total Segment

$

1,208.1

 

74.3

%

 

$

4.6

 

0.3

%

 

$

1,212.7

 

74.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variance 2021/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attritional

$

79.2

 

(6.9)

pts

 

$

(5.8)

 

(0.4)

pts

 

$

73.4

 

(7.3)

pts

Catastrophes

 

79.5

 

3.5

pts

 

 

-

 

-

pts

 

 

79.5

 

3.5

pts

Total Segment

$

158.7

 

(3.4)

pts

 

$

(5.8)

 

(0.4)

pts

 

$

152.9

 

(3.8)

pts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incurred losses and LAE increased by 26.7% to $508.1 million for the three months ended September 30, 2021 compared to $401.2 million for the three months ended September 30, 2020. The increase was mainly due to an increase in current year attritional losses of $64.4 million primarily related to the impact of the increase in premiums earned, as well as an increase of $42.5 million in current year catastrophe losses. The increase in attritional losses was partially offset by $15.0 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $80.0 million for the three months ended September 30, 2021 related to Hurricane Ida. The $37.5 million of current year catastrophe losses for the three months ended September 30, 2020 related to Hurricane Sally ($16.0 million), Hurricane Laura ($15.0 million), the Calgary storms in Canada ($2.5 million), the Derecho storms ($2.0 million) and Hurricane Isaias ($2.0 million).

43


 

 

Incurred losses and LAE increased by 12.6% to $1,365.6 million for the nine months ended September 30, 2021 compared to $1,212.7 million for the nine months ended September 30, 2020. The increase was mainly due to an increase in current year catastrophe losses of $79.5 million and an increase of $79.2 million in current year attritional losses primarily related to the impact of the increase in premiums earned. The increase in attritional losses was partially offset by $84.0 million of COVID-19 Pandemic losses incurred in 2020 which did not recur in 2021. The current year catastrophe losses of $137.5 million for the nine months ended September 30, 2021 related to Hurricane Ida ($80.0 million) and the Texas winter storms ($57.5 million). The $58.0 million of current year catastrophe losses for the nine months ended September 30, 2020 related to Hurricane Sally ($16.0 million), Hurricane Laura ($15.0 million), the 2020 U.S. Civil Unrest ($15.0 million), the Nashville tornadoes ($5.5 million), the Calgary storms in Canada ($2.5 million), the Derecho storms ($2.0 million) and Hurricane Isaias ($2.0 million).

 

Segment Expenses. Commission and brokerage increased by 29.4% to $93.3 million for the three months ended September 30, 2021 compared to $72.1 million for the three months ended September 30, 2020. Commission and brokerage increased by 12.6% to $258.0 million for the nine months ended September 30, 2021 compared to $229.2 million for the nine months ended September 30, 2020. The increases were mainly due to the impact of the increases in premiums earned.

 

Segment other underwriting expenses increased to $95.8 million for the three months ended September 30, 2021 compared to $87.5 million for the three months ended September 30, 2020. Segment other underwriting expenses increased to $279.8 million for the nine months ended September 30, 2021 compared to $250.7 million for the nine months ended September 30, 2020. The increases were mainly due to the impact of the increases in premiums earned and increased expenses related to the continued build out of the insurance business.

 

FINANCIAL CONDITION

 

Cash and Invested Assets. Aggregate invested assets, including cash and short-term investments, were $27,783.7 million at September 30, 2021, an increase of $2,322.1 million compared to $25,461.6 million at December 31, 2020. This increase was primarily the result of $2,790.5 million of cash flows from operations, $543.4 million in equity adjustments of our limited partnership investments, and $13.7 million in fair value re-measurements, partially offset by $344.5 million of pre-tax unrealized depreciation, the repurchases of 790,920 common shares for $200.1 million, $185.7 million paid out in dividends to shareholders, $177.3 million decrease in unsettled securities, $57.1 million of amortization bond premium and $53.3 million due to fluctuations in foreign currencies.

 

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 fixed maturities with an average credit quality of A1. This global fixed maturity securities portfolio is externally managed by independent, professional investment managers using portfolio guidelines approved by internal management.

 

Over the past several years, 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, as well as individual holdings, 3) high yield fixed maturities, 4) bank and private 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. We limit our allocation to these asset classes because of

44


 

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 September 30, 2021, the market value of investments in these investment market sectors, carried at both market and fair value, approximated 95.6% 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. We receive annual audited financial statements for all of the limited partnerships which are prepared using fair value accounting in accordance with FASB guidance. For the quarterly reports, the Company reviews 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 September 30, 2021

 

At December 31, 2020

Fixed maturities, market value

$

21,623.1

 

77.8

%

 

$

20,040.2

 

78.7

%

Equity securities, fair value

 

1,523.6

 

5.5

%

 

 

1,472.2

 

5.8

%

Short-term investments

 

713.1

 

2.6

%

 

 

1,135.0

 

4.5

%

Other invested assets

 

2,855.4

 

10.3

%

 

 

2,012.6

 

7.9

%

Cash

 

1,068.4

 

3.8

%

 

 

801.7

 

3.1

%

Total investments and cash

$

27,783.7

 

100.0

%

 

$

25,461.6

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

At

 

At

 

September 30, 2021

 

December 31, 2020

Fixed income portfolio duration (years)

3.3

 

 

3.6

 

Fixed income composite credit quality

A1

 

 

Aa3

 

 

The following table provides a comparison of our total return by asset class relative to broadly accepted industry benchmarks for the periods indicated:

 

 

Nine Months Ended

 

Twelve Months Ended

 

September 30, 2021

 

December 31, 2020

Fixed income portfolio total return

0.5

%

 

6.3

%

Barclay's Capital - U.S. aggregate index

(1.6)

%

 

7.5

%

 

 

 

 

 

 

Common equity portfolio total return

11.6

%

 

26.7

%

S&P 500 index

15.9

%

 

18.4

%

 

 

 

 

 

 

Other invested asset portfolio total return

33.8

%

 

8.3

%

 

The pre-tax equivalent total return for the bond portfolio was approximately (0.5)% and 5.3%, respectively, for the nine months ended September 30, 2021 and the twelve months ended December 31, 2020. The pre-tax equivalent return adjusts the yield on tax-exempt bonds to the fully taxable equivalent.

 

Our fixed income and equity portfolios have different compositions than the benchmark indexes. Our fixed income portfolios have a shorter duration because we align our investment portfolio with our liabilities. We also hold foreign securities to match our foreign liabilities while the index is comprised of only U.S. securities. Our equity portfolios reflect an emphasis on dividend yield and growth equities, while the index is comprised of the largest 500 equities by market capitalization.

 

45


 

Reinsurance Recoverables.  

Reinsurance recoverables for both paid and unpaid losses totaled $2,215.4 million and $1,994.6 million at September 30, 2021 and December 31, 2020, respectively. At September 30, 2021, $778.7 million, or 35.1%, was receivable from Mt. Logan Re collateralized segregated accounts; $205.6 million, or 9.3%, was receivable from Munich Reinsurance America, Inc. (“Munich Re”) and $110.9 million or 5.0% was receivable from Endurance Specialty Holdings, Ltd. (“Endurance”). No other retrocessionaire accounted for more than 5% of our recoverables.

 

Loss and LAE Reserves. Gross loss and LAE reserves totaled $18,957.0 million and $16,399.0 million at September 30, 2021 and December 31, 2020, respectively.

 

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

 

 

At September 30, 2021

 

Case

 

IBNR

 

Total

 

% of

(Dollars in millions)

Reserves

 

Reserves

 

Reserves

 

Total

Reinsurance

$

5,497.6

 

$

8,304.1

 

$

13,801.7

 

72.8

%

Insurance

 

1,354.5

 

 

3,619.8

 

 

4,974.3

 

26.2

%

Total excluding A&E

 

6,852.1

 

 

11,923.9

 

 

18,776.0

 

99.0

%

A&E

 

167.8

 

 

13.1

 

 

180.9

 

1.0

%

Total including A&E

$

7,019.9

 

$

11,937.0

 

$

18,957.0

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2020

 

Case

 

IBNR

 

Total

 

% of

(Dollars in millions)

Reserves

 

Reserves

 

Reserves

 

Total

Reinsurance

$

5,092.7

 

$

6,723.8

 

$

11,816.5

 

72.1

%

Insurance

 

1,282.1

 

 

3,082.6

 

 

4,364.8

 

26.6

%

Total excluding A&E

 

6,374.8

 

 

9,806.4

 

 

16,181.3

 

98.7

%

A&E

 

184.0

 

 

33.8

 

 

217.7

 

1.3

%

Total including A&E

$

6,558.8

 

$

9,840.2

 

$

16,399.0

 

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 management’s 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.

46


 

 

Asbestos and Environmental Exposures. A&E exposures represent a separate exposure group for monitoring and evaluating reserve adequacy. The following table summarizes the outstanding loss reserves with respect to A&E reserves on both a gross and net of retrocessions basis for the periods indicated.

 

 

At

 

At

 

September 30,

 

December 31,

(Dollars in millions)

2021

 

2020

Gross reserves

$

182.5

 

$

219.3

Ceded reserves

 

(13.7)

 

 

(21.1)

Net reserves

$

168.8

 

$

198.3

 

 

 

 

 

 

(Some amounts may not reconcile due to rounding.)

 

 

 

 

 

 

With respect to asbestos only, at September 30, 2021, we had net asbestos loss reserves of $167.7 million, or 99.3%, of total net A&E reserves, all of which was for assumed business.

 

In 2015, we sold Mt. McKinley Insurance Company (“Mt. McKinley”) to Clearwater Insurance Company (“Clearwater”). Concurrently with the closing, we entered into a retrocession treaty with an affiliate of Clearwater. Per the retrocession treaty, we retroceded 100% of the liabilities associated with certain Mt. McKinley policies, which had been reinsured by Bermuda Re. As consideration for entering into the retrocession treaty, Bermuda Re transferred cash of $140.3 million, an amount equal to the net loss reserves as of the closing date. Of the $140.3 million of net loss reserves retroceded, $100.5 million were related to A&E business. The maximum liability retroceded under the retrocession treaty will be $440.3 million, equal to the retrocession payment plus $300.0 million.

 

On December 20, 2019, the retrocession treaty was amended and included a partial commutation. As a result of this amendment and partial commutation, gross A&E reserves and correspondingly ceded reserves were reduced by $43.4 million. In addition, the maximum liability permitted to be retroceded increased to $450.3 million. We will retain liability for any amounts exceeding the maximum liability retroceded under the retrocession treaty.

 

Ultimate loss projections for A&E liabilities cannot be accomplished using standard actuarial techniques. We believe that our A&E reserves represent management’s best estimate of the ultimate liability; however, there can be no assurance that ultimate loss payments will not exceed such reserves, perhaps by a significant amount.

 

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 5.5 years at September 30, 2021. 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.

 

Shareholders’ Equity. Our shareholders’ equity increased to $9,978.6 million as of September 30, 2021 from $9,726.2 million as of December 31, 2020. This increase was the result of $948.4 million of net income, $21.0 million of share-based compensation transactions and $5.6 million of net benefit plan obligation adjustments, net of tax, partially offset by $307.9 million of unrealized depreciation on investments net of tax, the repurchase of 790,920 common shares for $200.1 million, $185.7 million of shareholder dividends and $28.9 million of net foreign currency translation adjustments.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Capital. Shareholders’ equity at September 30, 2021 and December 31, 2020 was $9,978.6 million and $9,726.2 million, respectively. Management’s objective in managing capital is to ensure its overall capital level, as well as

47


 

the capital levels of its operating subsidiaries, exceed the amounts required by regulators, the amount needed to support our current financial strength ratings from rating agencies and our own economic capital models. The Company’s capital has historically exceeded these benchmark levels.

 

Our two main operating companies Bermuda Re and Everest Re are regulated by the Bermuda Monetary Authority (“BMA”) and the State of Delaware, Department of Insurance, respectively. Both regulatory bodies have their own capital adequacy models based on statutory capital as opposed to GAAP basis equity. Failure to meet the required statutory capital levels could result in various regulatory restrictions, including business activity and the payment of dividends to their parent companies.

 

The regulatory targeted capital and the actual statutory capital for Bermuda Re and Everest Re were as follows:

 

 

Bermuda Re (1)

 

Everest Re (2)

 

At December 31,

 

At December 31,

(Dollars in millions)

2020

 

2019

 

2020

 

2019

Regulatory targeted capital

$

1,923.2

 

$

2,061.1

 

$

2,489.8

 

$

2,001.2

Actual capital

$

2,930.3

 

$

3,197.4

 

$

5,276.0

 

$

3,739.1

 

(1) Regulatory targeted capital represents the target capital level from the applicable year's BSCR calculation.

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

 

Our financial strength ratings as determined by A.M. Best, Standard & Poor’s and Moody’s are important as they provide our customers and investors with an independent assessment of our financial strength using a rating scale that provides for relative comparisons. We continue to possess significant financial flexibility and access to debt and equity markets as a result of our financial strength, as evidenced by the financial strength ratings as assigned by independent rating agencies.

 

We maintain our own economic capital models to monitor and project our overall capital, as well as, the capital at our operating subsidiaries. A key input to the economic models is projected income and this input is continually compared to actual results, which may require a change in the capital strategy.

 

On October 7, 2020, we issued $1,000.0 million of 30 year senior notes at a rate of 3.5%. These senior notes will mature on October 15, 2050 and will pay interest semi-annually.

 

On October 4, 2021, we issued an additional $1,000.0 million of 31 year senior notes at a rate of 3.125%. These senior notes will mature on October 15, 2052 and will pay interest semi-annually.

 

During the first three quarters of 2021, we repurchased 790,920 shares for $200.1 million in the open market and paid $185.7 million in dividends to adjust our capital position and enhance long term expected returns to our shareholders. In 2020, we repurchased 970,892 shares for $200.0 million in the open market and paid $249.1 million in dividends to adjust our capital position and enhance long term expected returns to our shareholders. We may at times enter into a Rule 10b5-1 repurchase plan agreement to facilitate the repurchase of shares. On May 22, 2020, our existing Board authorization to purchase up to 30 million of our shares was amended to authorize the purchase of up to 32 million shares. As of September 30, 2021, we had repurchased 30.4 million shares under this authorization.

 

We also repurchased $13.2 million of our long-term subordinated notes in 2020. We recognized a realized gain of $2.5 million on the repurchase. We may continue, from time to time, to seek to retire portions of our outstanding debt securities through cash repurchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be subject to and depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material.

 

48


 

Liquidity. 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 $2,790.5 million and $2,190.6 million for the nine months ended September 30, 2021 and 2020, respectively. Additionally, these cash flows reflected net catastrophe loss payments of $525.9 million and $505.9 million for the nine months ended September 30, 2021 and 2020, respectively and net tax payments of $39.8 million and net tax recoveries of $169.1 million for the nine months ended September 30, 2021 and 2020, 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 September 30, 2021 and December 31, 2020, we held cash and short-term investments of $1,781.6 million and $1,936.6 million, respectively. Our short-term investments are generally readily marketable and can be converted to cash. In addition to these cash and short-term investments, at September 30, 2021, we had $1,621.5 million of available for sale fixed maturity securities maturing within one year or less, $6,826.9 million maturing within one to five years and $6, 528.2 million maturing after five years. Our $1,523.6 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 a significant amount of securities to pay losses and LAE but have the ability to do so. Sales of securities might result in realized capital gains or losses. At September 30, 2021 we had $472.3 million of net pre-tax unrealized appreciation related to fixed maturity securities, comprised of $626.4 million of pre-tax unrealized appreciation and $154.1 million of pre-tax unrealized depreciation.

 

Management generally expects annual positive cash flow from operations, which reflects the strength of overall pricing. However, given the recent set of catastrophic events, cash flow from operations may decline and could become negative in the near term as significant claim payments are made related to the catastrophes. However, as indicated above, the Company has ample liquidity to settle its catastrophe claims.

 

In addition to our cash flows from operations and liquid investments, we also have multiple credit facilities that provide commitment of up to $1,530.0 million and £52.2 million of collateralized standby letters of credit to support business written by our Bermuda operating subsidiaries. In addition, the Company has the ability to request access to an additional $140.0 million of uncommitted credit facilities, which would require approval from the applicable lender.

 

Effective May 26, 2016, Group, Bermuda Re and Everest International entered into a five year, $800.0 million senior credit facility with a syndicate of lenders, which amended and restated in its entirety the June 22, 2012, four year, $800.0 million senior credit facility. Both the May 26, 2016 and June 22, 2012 senior credit facilities, which have similar terms, are referred to as the “2016 Group Credit Facility”. Wells Fargo Corporation (“Wells Fargo Bank”) is the administrative agent for the 2016 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. Tranche two exclusively provides up to $600.0 million for the issuance of standby letters of credit on a collateralized basis.

 

49


 

Effective May 26, 2021, the term of the 2016 Group Credit Facility expired. The Company elected not to renew this facility to allow for the replacement by new credit facilities, including the 2021 Bermuda Re Wells Fargo Letter of Credit Facility. As a result, Tranche One of the Group Credit Facility (unsecured revolving credit in the amount of $200.0 million) is no longer effective or available for use. The $600 million of credit availability in Tranche two will be in run-off and able to support standby letters of credit currently in force through December 31, 2021. As of December 31, 2021, the entirety of the 2016 Group Credit Facility will have expired and will no longer be effective.

 

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 $5,371.0 million plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after March 31, 2016 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 September 30, 2021, was $6,651.8 million. As of September 30, 2021, the Company was in compliance with all Group Credit Facility covenants.

 

At September 30, 2021 and December 31, 2020, the Company had no outstanding short-term borrowings from the Group Credit Facility revolving credit line. At September 30, 2021, the Group Credit Facility had $402.3 million outstanding letters of credit under tranche two. At December 31, 2020, the Group Credit Facility had $164.2 million outstanding letters of credit under tranche one and $589.7 million outstanding letters of credit under tranche two.

 

Effective August 9, 2021 Bermuda Re entered into a new letter of credit issuance facility with Citibank N.A. which superseded the previous letter of credit issuance facility with Citibank N.A. that was effective December 31, 2020. Both of these agreements are referred to as the “Bermuda Re Citibank Letter of Credit Facility”. The current Bermuda Re Letter of Credit Facility provides for the committed issuance of up to $230.0 million of secured letters of credit. In addition, the facility provides for the uncommitted issuance of up to $140.0 million, which may be accessible via written request by the Company and corresponding authorization from Citibank N.A.

 

At September 30, 2021 and December 31, 2020, the Bermuda Re Citibank Letter of Credit Facility had $200.7 million and $185.5 million of outstanding letters of credit, respectively.

 

Effective February 23, 2021, Bermuda Re entered into a letter of credit issuance facility with Wells Fargo referred to as the “Bermuda Re Wells Fargo Letter of Credit Facility.” The Bermuda Re Wells Fargo Letter of Credit Facility originally provided for the issuance of up to $50.0 million of secured letters of credit. Effective May 5, 2021, the agreement was amended to provide for the issuance of up to $500.0 million of secured letters of credit.

 

At September 30, 2021, the Bermuda Re Wells Fargo Letter of Credit Facility had $404.2 million of outstanding letters of credit.

 

Effective August 9, 2021 Bermuda Re entered into a letter of credit issuance facility with Bayerische Landesbank, an agreement referred to as the “Bermuda Re Bayerische Landesbank Credit Facility”. The Bermuda Re Bayerische Landesbank Credit Facility provides for the committed issuance of up to $200.0 million of secured letters of credit.

 

At September 30, 2021, the Bermuda Re Bayerische Landesbank Credit Facility had no outstanding letters of credit.

 

Effective May 12, 2020, Everest International amended its credit facility with Lloyds Bank plc (“Everest International Credit Facility”). The current amendment of the Everest International Credit Facility provides up to £52.2 million for the issuance of standby letters of credit on a collateralized basis.

 

50


 

The Everest International 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 $6,393.0, million (70% of consolidated net worth as of December 31, 2019), plus 25% of consolidated net income for each of Group’s fiscal quarters, for which statements are available ending on or after January 1, 2019 and for which net income is positive, plus 25% of any increase in consolidated net worth of Group during such period attributable to the issuance of ordinary and preferred shares, which at September 30, 2021, was $6,788.7 million. As of September 30, 2021, the Company was in compliance with all Everest International Credit Facility requirements.

 

At September 30, 2021 and December 31, 2020, Everest International Credit Facility had £52.2 million of outstanding letters of credit.

 

Costs incurred in connection with the Group Credit Facility and Everest International Credit Facility were $0 million and $0.1 million for the three months ended September 30, 2021 and 2020, respectively. Costs incurred in connection with the Group Credit Facility and Everest International Credit Facility were $0.2 million and $0.6 million for the nine months ended September 30, 2021 and 2020, respectively.

 

Everest Re is a member of the Federal Home Loan Banks (“FHLB”) organization, which allows Everest Re to borrow up to 10% of its statutory admitted assets. As of September 30, 2021, Everest Re had admitted assets of approximately $18,874.0 million which provides borrowing capacity of up to approximately $1,887.4 million. As of September 30, 2021, Everest Re had $310.0 million of outstanding borrowings through its FHLB borrowing capacity. The $310.0 million of collateralized borrowings have interest payable at a rate of 0.35%.

 

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, fixed maturity portfolio, while maintaining an adequate level of liquidity. Our mix of investments is adjusted periodically, consistent with our current and projected operating results and market conditions. The fixed maturity securities in the investment portfolio are comprised of non-trading available for sale securities. Additionally, we have invested in equity securities.

 

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

 

Interest Rate Risk. Our $27.8 billion investment portfolio, at September 30, 2021, 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 $3,341.2 million of mortgage-backed securities in the $21,623.1 million fixed maturity

51


 

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 $713.1 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 September 30, 2021

 

-200

 

 

-100

 

0

 

 

100

 

200

(Dollars in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Market/Fair Value

$

23,888.3

 

 

$

23,112.3

 

 

$

22,336.3

 

 

$

21,560.2

 

 

$

20,784.2

 

Market/Fair Value Change from Base (%)

 

6.9

%

 

 

3.5

%

 

 

0.0

%

 

 

(3.5)

%

 

 

(6.9)

%

Change in Unrealized Appreciation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After-tax from Base ($)

$

1,339.0

 

 

$

669.5

 

 

$

-

 

 

$

(669.5)

 

 

$

(1,339.0)

 

 

We had $18,957.0 million and $16,399.0 million of gross reserves for losses and LAE as of September 30, 2021 and December 31, 2020, 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 3.8 years, which is reasonably consistent with our fixed income portfolio. If we were to discount our loss and LAE reserves, net of ceded reserves, the discount would be approximately $0.8 billion resulting in a discounted reserve balance of approximately $16.1 billion, representing approximately 72.0% of the 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 September 30, 2021

(Dollars in millions)

-20%

 

-10%

 

0%

 

10%

 

20%

Fair/Market Value of the Equity Portfolio

$

1,218.9

 

$

1,371.2

 

$

1,523.6

 

$

1,676.0

 

$

1,828.3

After-tax Change in Fair/Market Value

$

(241.2)

 

$

(120.6)

 

$

-

 

$

120.6

 

$

241.2

 

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

52


 

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, the impact on the market value of available for sale fixed maturities due to changes in foreign currency exchange rates, in relation to functional currency, is reflected as part of other comprehensive income. Conversely, the impact of changes in foreign currency exchange rates, in relation to functional currency, on other assets and liabilities is reflected through net income as a component of other income (expense). In addition, 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.

 

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 CARES Act, the impact of the Tax Cut and Jobs Act, the adequacy of capital in relation to regulatory required capital, the adequacy of our provision for uncollectible balances, estimates of our catastrophe exposure, the effects of catastrophic and pandemic events on our financial statements, the ability of Everest Re, Holdings, Holdings Ireland, Dublin Holdings, Bermuda Re and Everest International 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” in the Company’s most recent 10-K filing. 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.

 

53


 

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)

July 1 - 31, 2021

133,949

$

248.8612

133,949

2,058,292

August 1 - 31, 2021

191,560

$

257.2113

191,560

1,866,732

September 1 - 30, 2021

305,222

$

257.1626

299,849

1,566,883

Total

630,731

$

-

625,358

1,566,883

 

(1)On May 22, 2020, the Company’s executive committee of the Board of Directors approved an amendment to the share repurchase program authorizing the Company and/or its subsidiary Holdings, to purchase up to a current aggregate of 32.0 million of the Company’s 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. Currently, the Company and/or its subsidiary Holdings have repurchased 30.4 million of the Company’s shares.



ITEM 3.DEFAULTS UPON SENIOR SECURITIES

 

None.



ITEM 4.MINE SAFETY DISCLOSURES

 

Not applicable.

54


 



ITEM 5.OTHER INFORMATION

 

None.



ITEM 6.EXHIBITS

 

Exhibit Index

 

 

Exhibit No.

Description

 

 

10.1

Credit Facility Agreement, dated August 9, 2021, between Everest Reinsurance (Bermuda), Ltd. and Citibank Europe plc providing a $230.0 million committed credit facility, filed herewith

 

 

10.2

Credit Facility Agreement, dated August 27, 2021, between Everest Reinsurance (Bermuda), Ltd. and Bayerische Landesbank providing a $200.0 million committed credit facility, filed herewith

 

 

31.1

Section 302 Certification of Juan C. Andrade

 

 

31.2

Section 302 Certification of Mark Kociancic

 

 

32.1

Section 906 Certification of Juan C. Andrade and Mark Kociancic

 

 

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

 

 

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

 

 

55


 

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/ MARK KOCIANCIC

 

 

Mark Kociancic

 

 

Executive Vice President and

 

Chief Financial Officer

 

 

 

(Duly Authorized Officer and Principal Financial Officer)

 

 

Dated: November 4, 2021

 

 

 

 

 

 

 

 

 

 

 

 

56

 

 

Niall Tuckey

Citibank Europe plc

 

Director

1 North Wall Quay

 

ILOC Product

Dublin 1, Ireland

 

 

 

 

 

Tel      +353 (1) 622 7430

 

 

Fax     +353 (1) 622 2741

Niall.Tuckey@Citi.com

 

 

 

 

 

 

 

FROM:    Citibank Europe plc (the “Bank”)                            

TO:          Everest Reinsurance (Bermuda) Limited (“Everest Re”)
2nd Floor, Wessex House
45 Reid Street
Hamilton HM DX
Bermuda

Everest Reinsurance (Bermuda) Limited, UK Branch (“Everest UK”)
40 Lime Street
London EC3M 5BS
United Kingdom

(each and a “Company” and together the “Companies”) 

DATE:      9 August 2021

Committed letter of credit facility

1.            Amendment and restatement of the Existing Facility Letter

1.1         The Companies and the Bank have entered into a committed letter of credit facility letter dated 31 December 2014, as amended by letters of amendment dated 30 November 2015, 30 December 2016 and 29 December 2017 and by deeds of amendment dated 10 December 2018, 20 December 2019 and 9 December 2020 (the “Existing Facility Letter”). 

1.2         With effect on and from 9 August 2021 (the “Effective Date”): 

(a)          the Existing Facility Letter shall be amended and restated in the form of this letter (this “Committed Facility Letter”) and the facility provided under the Existing Facility Letter shall continue on the terms of this Committed Facility Letter and the uncommitted letter of credit facility letter entered into between the Companies and the Bank on or around the date of this Committed Facility Letter (the “Uncommitted Facility Letter”); 

(b)          each Existing Standard LC and each Existing FAL LC shall continue to be a Credit for the purposes of the Facility Documents;

(c)          each Existing Standard LC shall be subject to the terms of this Committed Facility Letter as if it was originally established under the Committed Facility pursuant to the terms of this Committed Facility Letter; and

 


(d)          each Existing FAL LC shall be subject to the terms of the Uncommitted Facility Letter as if it was originally established under the Uncommitted Facility pursuant to the terms of the Uncommitted Facility Letter.

1.3         The Companies confirm that, on and from the Effective Date:

(a)          each Facility Document shall remain in full force and effect; and

(e)          the security interests created by or pursuant to each Pledge Agreement shall continue in full force and effect and extend to the obligations of the relevant Company under the Facility Documents.

1.4         Until the Effective Date, the Existing Facility Letter shall remain in full force and effect and each Existing Standard LC and each Existing FAL LC shall continue to be subject to the terms of the Existing Facility Letter.

2.           Committed letter of credit facility

The Bank is pleased to confirm its committed letter of credit issuance facility, subject to the terms and conditions set out in this Committed Facility Letter (the “Committed  Facility”).

3.           Amount and availability

3.1         The Committed Facility shall be in a maximum aggregate amount of USD 230,000,000.00 (the “Committed Facility Limit”). The Committed Facility shall be made available jointly to the Companies provided that, for the avoidance of doubt, all or any part of the Committed Facility shall be available to either Company save that a utilisation by one Company shall reduce the remaining availability for itself and the other Company. The aggregate of all utilisations made by the Companies under the Committed Facility shall not exceed the Committed Facility Limit.

3.2         The Committed Facility may be utilised in respect of the establishment of Credits with a maximum tenor of 24 months (inclusive of any notice period to the beneficiaries), provided that the Committed Facility may not be utilised in respect of the establishment of FAL LCs.

3.3         No Credit will be issued under the Committed Facility after 31 December 2023 (the “Availability End Date”) and no Credit will be issued under the Committed Facility unless it is expressed to expire no later than 31 December 2025.

4.           Facility Documents

4.1         The Companies have entered into the following documents in relation to facilities offered by the Bank in connection with the Master Agreements:

(f)           this Committed Facility Letter;

(g)          the Uncommitted Facility Letter;

(h)          the Insurance Letters of Credit – Master Agreement (Form 3/CIFS) dated 7 April 2005 and entered into by Everest Re in favour of the Bank (under its previous name of Citibank Ireland Financial Services plc) and Citibank N.A. (the “Everest Re Master Agreement”); 

  

{L0045468; 1}

 


(i)           the Insurance Letters of Credit – Master Agreement (Form 3/CIFS) dated 29 December 2005 and entered into by Everest UK in favour of the Bank (under its previous name of Citibank Ireland Financial Services plc) and Citibank N.A. (the “Everest UK Master Agreement” and together with the Everest Re Master Agreement, the “Master Agreements”); 

(j)           the fee letter dated on or about the date of this Committed Facility Letter and entered into between the Bank and the Companies in respect of the fees payable by the Companies to the Bank in relation to the Committed Facility and the Uncommitted Facility (the “Fee Letter”); 

 

(k)          the Pledge Agreement dated 7 April 2005 and entered into by Everest Re in favour of the Bank (under its previous name of Citibank Ireland Financial Services plc), as amended by amendment agreements dated 10 March 2011 and 14 November 2014 (the “Everest Re Pledge Agreement”); 

(l)           the Pledge Agreement dated 7 April 2005 and entered into by Everest UK in favour of the Bank (under its previous name of Citibank Ireland Financial Services plc), as amended by amendment agreements dated 15 March 2006 and 14 November 2014 (the “Everest UK Pledge Agreement”, and together with the Everest Re Pledge Agreement the “Pledge Agreements”); 

(m)        the Collateral Account Control Agreement dated 7 April 2005 and entered into by Everest Re, the Bank (under its previous name of Citibank Ireland Financial Services plc) and The Bank of New York Mellon (under its previous name of The Bank of New York), as amended by an amendment agreement dated 14 November 2014  (the “Everest Re Account Control Agreement”); and

(n)          the Collateral Account Control Agreement dated 7 April 2005 and entered into by Everest UK, the Bank (under its previous name of Citibank Ireland Financial Services plc) and The Bank of New York Mellon (under its previous name of The Bank of New York), as amended by amendment agreements dated 15 March 2006, 14 November 2014 and 17 September 2015 (the “Everest UK Account Control Agreement”, and together with the Everest Re Account Control Agreement, the “Account Control Agreements”), 

in each case, as amended, varied, supplemented, novated or assigned from time to time.

4.2         In the event of any inconsistency between the terms of this Committed Facility Letter and the terms of any other Facility Document in respect of the terms of the Committed Facility, the terms of this Committed Facility Letter shall prevail.

5.           Conditions precedent

A Company shall not request the issue of any further Credits on or after the Effective Date until the Bank has received the documents and other evidence specified below in a form and substance satisfactory to the Bank:

(o)          this Committed Facility Letter, the Uncommitted Facility Letter and the Fee Letter, each duly executed on behalf of the Companies;

(p)          an affirmation letter signed by a director of each Company in respect of the security interests created by or pursuant to each Pledge Agreement; and

  

{L0045468; 1}

 




(q)          such other documents and other evidence as the Bank may reasonably require prior to the date of issuance of any further Credits on or after the Effective Date.

6.           Utilisation requests

6.1         Whenever a Company wishes the Bank (which, for purposes of this paragraph 6 shall include any branch or affiliate of the Bank that issues a Credit pursuant hereto) to issue a Credit under the Committed Facility, it shall provide a duly completed application form in accordance with the provisions of the relevant Master Agreement.

6.2         The Bank shall be entitled to examine each request to issue a Credit on a case-by-case basis and, notwithstanding clause 1.1(i) of the relevant Master Agreement during the continuance of this Committed Facility Letter, shall only be entitled to decline any such request without liability where:

(r)           such request would cause the Bank to be in breach of any law of any jurisdiction (including non-exclusively any breach of sanctions imposed by the law of the United States of America); or

(s)          the Credit requested is in a currency which is not an Approved Currency;

(t)           upon the issuance of the requested Credit the provisions of paragraph 3 (Amount and availability) would not be complied with;

(u)          the request was received by the Bank after the date falling five (5) days before (but not including) the Availability End Date;

(v)          on the date of the request and/or the proposed date of issuance, a Company is in breach (unless such breach is capable of remedy and has been remedied to the satisfaction of the Bank) of any provision of any Facility Documents;

(w)         on the date of the request and/or the proposed date of issuance, any of the representations or warranties set out in the Master Agreement is not true in all material respects; and/or

(x)          on the proposed date of issuance, any deposit(s) as may have been requested by the Bank to be placed in the accounts established pursuant to the terms of the relevant Pledge Agreement and/or relevant Account Control Agreement have not been carried out to the Bank’s satisfaction.

7.           Interest 

7.1         The relevant Company shall pay interest on the amount drawn by a Beneficiary under a Credit at the Interest Rate from the date of drawing until the date of reimbursement by the relevant Company.

7.2         Any interest accruing under this paragraph 7 shall be immediately payable by the relevant Company on demand by the Bank. Overdue interest shall be compounded in accordance with the usual practice of the Bank in respect of unauthorised overdrafts.

7.3         Interest due from the Company under this Committed Facility Letter shall be:

(y)          calculated and accrue from day to day;




(z)          calculated on the basis of the actual number of days elapsed and a 360 day year (or such other day count convention as is market practice for the relevant currency); and

(aa)       payable both before and after judgment.

8.           Fees 

The fees that a Company is obliged to pay to the Bank in connection with the Committed Facility are as set out in the Fee Letter.

9.           Repayment and expiry

9.1         For the avoidance of doubt and without double counting, the reimbursement and indemnification provisions contained within the Master Agreements shall apply in respect of each Credit established or deemed established pursuant to this Committed Facility Letter, including each Existing Standard LC.

9.2         The provisions of paragraph 3.3 shall apply in respect of the expiry of the Committed Facility. The Companies and the Bank may commence negotiations, without being under any obligation,

9.3         on the renewal of the Committed Facility no earlier than 90 days, and no later than 60 days (or such other time period as may be agreed by the Bank), before the Availability End Date.

10.         Representations and warranties

Each Company represents and warrants to the Bank, on the date of this Committed Facility Letter and, with reference to paragraph (f)(ii) below only, on each day (by reference to the facts and circumstances then existing) until this Committed Facility Letter is terminated, that:

(bb)       it (i) is duly organised, validly existing and (to the extent applicable) in good standing under the laws of its jurisdiction of incorporation or organisation, (ii) is duly qualified to do business and (to the extent applicable) in good standing in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, (iii) has the requisite corporate power and authority and the right to own and operate its properties, to lease the property it operates under lease, and to conduct its business as now and proposed to be conducted, and (iv) has obtained all material licenses, permits, consents or approvals from or by, and has made all filings with, and given all notices to, all governmental authorities having jurisdictions, to the extent required for such ownership, operation and conduct (including, without limitation, the consummation of transactions contemplated by this Committed Facility Letter and the other Facility Documents) as to each of the foregoing, except, in each case in clauses (ii), (iii) and (iv), where the failure to do so would not have a material adverse effect on the financial condition or prospects of the Group;

(cc)        the execution, delivery and performance by it of each the Facility Documents and the consummation of the transactions contemplated thereby are within the Company's corporate powers, have been duly authorised by all necessary corporate action, and do not contravene (i) the Company's constitutional documents or (ii) law or any contractual restriction binding on or affecting the Company;




(dd)       no authorisation or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any third party is required for the due execution, delivery and performance by it of any Facility Document or in respect of any Credit, except for those authorisations, approvals, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect;

(ee)       each Facility Document has been duly executed and delivered by each Company and constitutes the legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to (i) the effect of any applicable bankruptcy, insolvency, reorganisation, moratorium or similar law affecting creditors' rights generally, (ii) the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law);

(ff)          the financial statements included in the most recent 10Q filing, copies of which have been furnished to the Bank, fairly present the financial condition of each Company in all material respects in accordance with generally accepted accounting principles consistently applied. Since the date of such filing there has been no material adverse change to the financial condition or property of each Company; and

(gg)       there is no pending or, to the knowledge of each Company, threatened action, suit, investigation, litigation or proceeding affecting any member of the Group before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a material adverse effect on the financial position or prospects of the Group or (ii) purports to affect the legality, validity or enforceability of this Committed Facility Letter or any Facility Documents or the consummation of the transactions contemplated hereby and thereby.

11.         Undertakings 

Each Company undertakes to the Bank that it shall:

(hh)       ensure that the Bank receives each annual report on Form 10-K filed by Everest Re Group Ltd. with SEC as soon as it is available and in any event within 105 days of its financial year end except to the extent such annual report is publicly available on  Everest Re Group, Ltd.’s website;

(ii)          ensure that the Bank receives each quarterly report on Form 10-Q filed by Everest Re. Group Ltd. with SEC as soon as it is available and in any event within 55 days of the end of the relevant quarter except to the extent such quarterly report is publicly available on each Company’s website; and

(jj)          promptly upon it becoming aware of the event, provide the Bank with notice of any change in that Company’s ownership structure such that its ultimate parent (as at the date of this Committed Facility Letter) ceases to own, directly or indirectly, a majority of the equity of the Company or upon any announcement of such a restructuring by the parent. Any such event shall entitle the Bank, at its sole discretion, and upon 60 days’ prior notice to the Companies to terminate the Committed Facility.

12.         Amendments to the Master Agreements

12.1      With effect on and from the date of this Committed Facility Letter, the Master Agreements shall be amended as follows:


(kk)        clause 13 of the Everest Re Master Agreement shall be amended such that the words “Subject to your receiving our prior written agreement, such agreement not to be unreasonably withheld, you” shall be deleted and replaced with “You”; 

(ll)          clause 15.1 of the Everest Re Master Agreement shall be deleted and replaced with the following:

We hereby irrevocably authorise you to debit and credit, on our behalf, in respect of payments due under this Agreement and any associated agreements thereof, any account or accounts which are held in our name with Citibank, N.A.”; and

(mm)     clause 10 of the Everest UK Master Agreement shall be amended such that the words “(subject to our consent, such consent not to be unreasonably withheld)” shall be deleted.

12.2      Except as amended by the terms of this Committed Facility Letter, all of the terms and conditions of each of the Master Agreements shall continue to apply and remain in full force and effect.

13.         Costs and expenses

Each Company undertakes to indemnify the Bank, on demand, for and against all actions, proceedings, losses, damages, reasonable and documented charges, costs, expenses, claims and demands which the Bank may incur, pay or sustain (apart from the Bank’s own gross negligence or wilful misconduct) in connection with this Committed Facility Letter (including non-exclusively the cost of all registrations and any other legal fees that the Bank incurs in relation to the Committed Facility).

14.         Certificates 

Without prejudice to each Company’s rights under this Committed Facility Letter, any calculation or demand made, or certificate issued by the Bank specifying any amount due under this Committed Facility Letter or any Facility Documents or any determination of any ratio shall, in the absence of manifest error, be conclusive and binding on each Company.

15.         Miscellaneous 

15.1      The rights of the Bank under this Committed Facility Letter and the Facility Documents may be exercised as often as necessary; are cumulative and not exclusive of its rights under the general law; and may be waived only in writing and specifically. Delay in exercising or non‑exercise of any such right is not a waiver of that right.

15.2      If any provision of this Committed Facility Letter or any Facility Documents is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect (i) the legality, validity or enforceability in that jurisdiction of any other provision of that document; or (ii) the legality, validity or enforceability in any other jurisdiction of that or any other provision of that document.

15.3      In no event shall the Bank be liable on any theory of liability for any special, indirect or punitive damages and each Company hereby waives, releases and agrees (for itself and on behalf of the other members of the Group) not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its or their favour.

15.4      Clause 13 of each Master Agreement shall apply in respect of this Committed Facility Letter as if set out here in full, with necessary changes, including that references to “this Agreement” or like references shall be deemed to refer to this Committed Facility Letter.


15.5      The terms of this Committed Facility Letter may not be waived, modified or amended unless such waiver, modification or amendment is in writing and signed by you nor may either Company assign any of its rights hereunder without the prior written consent of the Bank.

16.         Definitions and interpretation

16.1      Terms defined in the relevant Master Agreement shall have the same meanings when used in this Committed Facility Letter unless otherwise defined herein. Additionally, the following terms have the following meanings:

Approved Currency” means United States dollars (USD), Australian dollars (AUD), Singapore dollars (SGD), Hong Kong dollars (HKD), euros (EUR), pounds sterling (GBP) or Canadian dollars (CAD), or such other currency which may be approved by the Bank;

Business Day” means a day (other than a Saturday or a Sunday) on which banks are generally open in Dublin and London.

Existing FAL LC” means:

(nn)       each of the letters of credit specified in the Schedule to the Uncommitted Facility Letter; and

(oo)       each other FAL LC established or deemed established by the Bank pursuant to the facility granted by the Bank under the Existing Facility Letter.

Existing Standard LC” means:

(a)          each of the letters of credit specified in the Schedule to this Committed Facility Letter; and

(pp)       each other letter of credit or similar or equivalent instrument established or deemed established by the Bank pursuant to the facility granted by the Bank under the Existing Facility Letter, except for any Existing FAL LC.

Facility Document” means each of the documents specified in paragraph 4.1, any other document pursuant to which a security interest, guarantee or other form of credit support is created or exists in favour of the Bank in respect of the obligations of any Company in respect of any Credits or any facility offered by the Bank in connection with the Master Agreements, and any other document designated as a Facility Document by the Companies and the Bank.

FAL LC” means a letter of credit in respect of Funds at Lloyd’s obligations.

Group” means the Companies and each other person from time to time included in the consolidated financial statements of Everest Re. Group Ltd. filed with SEC.

Interest Rate” means, at any time, 1% per annum above SOFR as determined by the Bank.

SEC” means the U.S. Securities and Exchange Commission.




SOFR” means; (i) with respect to any SOFR Banking Day, a rate per annum equal to the secured overnight financing rate for such Business Day administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate) on the immediately succeeding SOFR Banking Day; and (ii) on any day other than a SOFR Banking Day, the rate appliable to the immediately preceding SOFR Banking Day. If applicable SOFR on any day is less than 0%, the rate for that day shall be deemed to be 0%.

SOFR Banking Day” means any day other than: (i) a Saturday or Sunday; and (ii) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

Uncommitted Facility” has the meaning given to it in the Uncommitted Facility Letter.

16.2      In this Committed Facility Letter (unless otherwise provided):

(qq)       words importing the singular shall include the plural and vice versa; and

(rr)         references to:

(i)           paragraphs are to be construed as references to the paragraphs of this Committed Facility Letter;

(ii)          any document shall be construed as references to that document, as amended, varied, novated or supplemented;

(iii)         any statute or statutory provision shall include any statute or statutory provision which amends, extends, consolidates or replaces the same;

(iv)         any document or person being acceptable  or approved  or satisfactory  shall be construed as meaning acceptable to or approved by or satisfactory to the Bank in its sole discretion;

(v)          a person shall be construed so as to include that person's assignors, transferees or successors in title and shall be construed as including references to an individual, firm, partnership, joint venture, company, corporation, body corporate, unincorporated body of persons or any state or any agency of a state; and

(vi)         time are to London time.

16.3      The headings in this Committed Facility Letter are for convenience only and shall be ignored in construing this Committed Facility Letter.

17.         Communications 

17.1      Any notice or demand to be served on either Company by the Bank hereunder may be served:

(ss)        personally on any officers listed in the relevant Company’s General Communications Indemnity as amended from time to time (such shall be referred to as “Authorized Officer(s)”);


(tt)          by letter addressed to the relevant Company or to any of its officers at that Company’s registered office or at any one of its principal places of business; or

(uu)       by telex or facsimile addressed in any such manner as aforesaid to any then published telex or facsimile number of that Company.

17.2      Unless otherwise stated, any notice or demand to be served on the Bank by a Company hereunder must be served on the Bank either at its address stated at the beginning of this Committed Facility Letter (or such other address as the Bank may notify the Companies from time to time) or by facsimile to such number as the Bank may notify the Companies of from time to time.

17.3      Any notice or demand:

(vv)        sent by post shall be deemed to have been served on the relevant party on the third Business Day after and exclusive of the day of posting; or

(ww)      sent by telex or facsimile shall be deemed to have been served on the relevant party when confirmation is received.

17.4      In proving such service by post it shall be sufficient to show that the letter containing the notice or demand was properly addressed and posted and such proof of service shall be effective notwithstanding that the letter was in fact not delivered or was returned undelivered.

18.         Confidentiality 

18.1      The Bank undertakes that is shall not disclose to any person any confidential information concerning the business or affairs of the Companies except as permitted by paragraph 18.2 and shall not use such information for any purpose other than to perform its obligations under this Committed Facility Letter.

18.2      The Bank may only disclose confidential information concerning the Companies:

(xx)        to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Bank's obligations under this Committed Facility Letter. The Bank shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this paragraph 18;

(yy)        as permitted pursuant to clause 13 of each Master Agreement; and

(zz)        as may be required by law, court order or any governmental or regulatory authority.

19.         Data protection

19.1      Compliance with law: Each Company and the Bank will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under the Facility Documents. Without limiting the foregoing, each Company warrants that: (i) any personal data that it provides to the Bank has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is provided to the Bank; (ii) it shall provide notice to, and shall seek consent from (and promptly upon the Bank’s request shall provide evidence to the Bank of having provided such notices and/or obtained such consents), data subjects regarding the Bank’s processing of their personal data in accordance with any instructions of the Bank from time to time; and (iii) pursuant to clause (ii) it will provide data subjects with a copy of the relevant TTS EEA Privacy Statement accessible at https://www.citibank.com/tts/sa/tts-privacy-




19.2      statements/index.html (or such other URL or statement as the Bank may notify to the Companies from time to time).

19.3      Mutual cooperation: Each Company and the Bank will promptly notify, and reasonably cooperate with and provide information to, the other Party in respect of any data subject requests, communications from supervisory authorities, or material security incidents relating to the processing of personal data under any Facility Document, in each case to the extent reasonably necessary to enable the other Party to meet its obligations to data subjects and/or supervisory authorities.

19.4      Definitions: The terms ‘personal data’, ‘processing’, ‘data subject’ and ‘supervisory authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.

20.         Recognition of bail-in

20.1      Notwithstanding any other terms of this Committed Facility Letter, any other Facility Document or any other agreement, arrangement or understanding between the parties, each counterparty (including the Company) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Committed Facility Letter or any other Facility Document may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (i) any Bail-In Action in relation to any such liability, including (without limitation) (A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (C) a cancellation of any such liability and (ii) a variation of any terms of this Committed Facility Letter and/or any other Facility Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

20.2      For the purposes of this paragraph 20 : (i) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (ii) "Bail-In Legislation" means, in relation to Ireland, the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289/2015). (iii) "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) "BRRD Party" means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD, including Citibank Europe plc. (v) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. (vi) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. (vii) "Write-down and Conversion Powers" means, in relation to Ireland, any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Ireland, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules and standards created thereunder, pursuant to which (A) any obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period) and (B) any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised.

21.         Governing Law

21.1      This Committed Facility Letter, and any non-contractual obligation of whatever nature arising out of or in relation to it, shall be governed by English law the Bank and the Companies irrevocably submit to the jurisdiction of the English Courts in respect of any dispute which may arise from or in connection with this Committed Facility Letter or any Credit.


21.2      A person who is not a party to this Committed Facility Letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Committed Facility Letter.

21.3      Without prejudice to any other mode of service allowed under any relevant law, Everest Re: (a) irrevocably appoints Everest UK as its agent for service of process in relation to any proceedings before the English courts in connection with any Facility Document; and (b) agrees that failure by an agent for service of process to notify Everest Re of the process will not invalidate the proceedings concerned.

22.         [Reserved] 

23.         Effect as a deed

This Committed Facility Letter will take effect as a deed notwithstanding that it is signed under hand by the Bank.

This Committed Facility Letter has been entered into under hand by the Bank, and as a deed by the Companies, on the date stated at the beginning of this Deed

 


 

Yours faithfully,

 

Signed for and on behalf of

Citibank Europe plc

 

by:

 

 

 

(Sign) …………………………………….

 

 

Name:    /S/ NIALL TUCKEY

Title:       Authorised Signatory

 

 

 

We hereby accept and agree to be bound by the terms of this Committed Facility Letter.

Executed as a deed by

Everest Reinsurance (Bermuda) Limited

acting by person(s) who, in accordance with the

laws of its jurisdiction of incorporation, are acting

under the authority of the company

 

 

 

(Sign) …………………………………….                                          (Sign) …………………………………….

 

 

Name:    /S/ CHRIS DOWNEY                                             Name:    /S/ DAVID LAWLER

Title:       Authorised Signatory                                                          Title:       Authorised Signatory

              CEO and Managing Director                                                                Chief Accounting Officer

 

 

 

Executed as a deed by

Everest Reinsurance (Bermuda) Limited, UK Branch

acting by person(s) who, in accordance with the

laws of its jurisdiction of incorporation, are acting

under the authority of the company

 

 

 

(Sign) …………………………………….                                          (Sign) …………………………………….

 


 

Name:    /S/ PAUL TESTER                                   Name:    /S/ NIGEL SMITH

Title:       Authorised Signatory                                                          Title:       Authorised Signatory

                Acting Head of London Branch and CUO                                        CFO & CAO

  

{L0045468; 1}

 


 

EXECUTION VERSION

Standby Letter of Credit Agreement 

(Committed/Secured)

 

STANDBY LETTER  OF  CREDIT  AGREEMENT  (the  Agreement”),  dated  as  of  August 27, 2021, by  and  among  EVEREST  REINSURANCE  (BERMUDA),  LTD.,  a  company  incorporated and existing under the laws of Bermuda (the  “Account  Party”), and BAYERISCHE LANDESBANK, a  financial institution organized under the laws of the Federal Republic of Germany (“Bank”). 

 

1.                 DEFINED  TERMS. 

 

(a)   Definitions. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the  following  terms  have  the  meanings  set  forth  below  (such  meanings  to  be  equally applicable to the singular and plural forms thereof): 

 

Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 

A.M. Best” means A.M. Best Company, Inc. 

 

Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Account Party from time to time concerning or relating to bribery or corruption, including, to the extent applicable, the United States Foreign Corrupt  Practices  Act  of  1977  and  the  rules  and  regulations  thereunder  and  the U.K. Bribery Act 2010 and the rules and regulations thereunder. 

 

Anti-Money  Laundering  Laws”  means  any  and  all  laws,  rules  and  regulations  applicable to the Account Party from time to time concerning or relating to terrorism financing or money laundering, including any applicable provision of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

 

Application” has the meaning set forth in Section  2(a)

 

Annual Statement” means, with respect to the Account Party for any fiscal year, the annual financial statements of the Account Party as required to be filed with the Insurance Regulatory Authority  of  its  jurisdiction  of  domicile  and  in  accordance  with  the  laws  of  such jurisdiction, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith. 

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA


Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

Bankruptcy Law” means the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), as amended, modified, succeeded or replaced from time to time, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,  insolvency,  reorganization  or  similar  debtor  relief  laws  of  the United States or any state thereof, Bermuda or any other foreign or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. 

Base Rate” means, at any time, the highest of (a) 0.00%, (b) the prime rate per annum established by the JPMorgan Chase Bank, N.A. as the reference rate for short term commercial loans in Dollars, and (c) the NYFRB Rate plus 0.50%; each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the rate specified in clause (b) above or the NYFRB Rate.

Business  Day”  means  (i)  any  day  other  than  Saturday,  Sunday  or  legal  holiday  on  which banks in Hamilton, Bermuda and New York City, New York, are open for the conduct of their commercial banking business and (ii) when used in connection with  Letter  of  Credit  denominated  in  a Foreign Currency, such  day  is  also  day on which banks are open for dealings in deposits in such Foreign Currency in the principal financial center for such Foreign Currency.

 

Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any  and  all  partnership,  membership,  limited  liability  company  or  other  equity interests of  such  Person;  and  in  each  case,  any  and  all  warrants,  rights  or  options  to  purchase any of the foregoing. 

Cash Equivalents” means (i) securities issued or unconditionally guaranteed by the United States  of  America  or  any  agency  or  instrumentality  thereof,  backed  by  the  full  faith and credit of the United States of America and maturing within 90 days from the date of acquisition, (ii) commercial paper issued by any Person organized under the laws of the United States  of  America,  maturing  within  90  days  from  the  date  of  acquisition  and,  at  the time of acquisition, having a rating of at least A 1 or the equivalent thereof by Standard & Poor’s or at least P 1 or the equivalent thereof by Moody’s, (iii) time deposits and certificates of deposit maturing within 90 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States of America or any state thereof that has combined capital and surplus of at least $500,000,000 and that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at  least  or  the  equivalent  thereof  by  Standard  Poor’s  or  at  least  A2  or  the  equivalent thereof by Moody’s, (iv) repurchase obligations with a term not exceeding seven (7) days with respect  to  underlying  securities  of  the  types  described  in  clause  (i)  above  entered  into with any bank or trust company meeting the qualifications specified in clause (iii) above, and (v) money market funds at least 95% of the assets of which are continuously invested in securities of the type described in clauses (i) through (iv) above. 


Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), other than Everest Re Group, Ltd. and any of its direct or indirect Subsidiaries, of Capital Stock representing 25% or more of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Account Party; or (b) the acquisition of direct or indirect Control of the Account Party by any Person or group, other than Everest Re Group, Ltd. and any of its direct or indirect Subsidiaries. 

Change in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change  in  any  law,  rule,  regulation  or  treaty  or  in  the  administration,  interpretation, implementation or  application  by  any  Governmental  Authority  of  any  law,  rule,  regulation or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer  Protection  Act  and  all  requests,  rules,  guidelines  or  directives  thereunder  or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee  on  Banking  Supervision  (or  any  successor  or  similar  authority)  or  the U.S. federal  or  foreign  regulatory  authorities  shall,  in  each  case,  be  deemed  to  be  “Change in Law,” regardless of the date enacted, adopted or issued. 

 

Closing Date” means August 27, 2021. 

 

Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder. 

Collateral”  means  all  the  assets,  property  and  interests  in  property  that  shall  from  time  to time be pledged or be purported to be pledged as direct or indirect security for the Obligations pursuant to any one or more of the Security Documents. 

Collateral  Value”  for  any  Business  Day  shall  be  calculated  as  set  forth  on  Attachment  A to Exhibit  B

 

Collateral Value Certificate” means a certificate substantially in the form attached as Exhibit B

 

Commitment” means the obligation of Bank to Issue Letters of Credit for the account of the Account Party hereunder in an aggregate principal amount at any time outstanding not to exceed $200,000,000, as such amount may be reduced from time to time pursuant to the terms hereof. 

 

Commitment Fee” has the meaning specified in Section 2(i)  hereto. 

 

Commitment Termination Date” means the earliest to occur of (a) August 27, 2024, (b) the date of termination of the entire Commitment by the Account Party pursuant to  Section 2(h), and (c) the date of termination of the Commitment pursuant  to Section  11(a)

 

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise


voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

 

Control Agreement” means the control agreement among Custodian, Bank and the Account Party, as amended, supplemented or restated from time to time, pursuant to which a Lien on one or more Custodial Accounts and the contents thereof and all security entitlements related thereto securing the Obligations is perfected in favor of Bank. 

 

Covenant Compliance Worksheet” means a fully completed worksheet in the form of Annex A to Exhibit  A

 

Credit  Documents”  means,  collectively,  this  Agreement,  the  Letter  of  Credit  Documents, each Security Document, and each other agreement, document, or instrument executed and delivered by the Account Party to the Bank in connection with any Credit Document or any Letter of Credit.

 

Custodial Account” means each custodial, brokerage or similar account of the Account Party maintained by the Custodian as a “securities account” within the meaning of Section 8-501(a) of the UCC for the Account Party as the “entitlement holder” within the meaning of Section 8-102(7) of the UCC pursuant to a custodial agreement, on which (and on the contents of which) a Lien has been granted as security for the Obligations. 

 

Custodian” means The Bank of New York Mellon (in its capacity as custodian of the Custodial Accounts). 

 

Default” means any of the events specified in Section 10  which with the passage of time, the giving of notice or any other condition, would constitute an Event of Default. 

 

Disqualified Capital Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or otherwise, (i) matures or is mandatorily redeemable or subject to any mandatory repurchase  requirement, pursuant to a sinking fund obligation or otherwise, (ii) is redeemable or subject to any mandatory repurchase requirement at the sole  option  of  the  holder  thereof, or (iii) is convertible into or exchangeable for (whether at  the  option  of  the issuer or the holder thereof) (A) debt securities or (B) any Capital Stock referred to in clause (i) or (ii) above, in each case under clause (i), (ii) or (iii) above at any time on or prior to the Final Maturity Date; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so convertible or exchangeable on or prior to such date shall be deemed to be Disqualified Capital Stock. 

 

Dollar Amount” means, at any time, (i) with respect to any amount denominated in Dollars, such amount, and (ii) with respect to any amount denominated in any Foreign Currency, the  equivalent  amount  thereof  in  Dollars  as  determined  by  Bank  at  such  time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Foreign Currency. 

 


    

Dollars” or “$” means dollars of the United States of America. “Draw Date” has the meaning specified in Section 2(b)(i).  

Due Date” has the meaning specified in Section  2(b)(i)

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

 

EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

 

EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

ERISA”  means  the  Employee  Retirement  Income  Security  Act  of  1974, as amended.

 

ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Account Party, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(m) or (o) of the Code.

 

ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived with respect to any Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Account Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Account Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Account Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal of the Account Party or any of its ERISA Affiliates from any Plan or Multiemployer Plan; or (g) the receipt by the Account Party or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from, the Account Party, or any of its ERISA Affiliates of any notice, concerning the imposition upon the Account Party, or any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.  

 

EU Blocking Regulation” means, collectively, the Council Regulation (EC) No. 2271/96 of November 22, 1996, as amended by Commission Delegated Regulation (EU) 2018/1100 of


June 6, 2018, Section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung - AWV), and any other applicable anti-boycott or similar laws, each as in effect from time to time.

 

Event of Default” has the meaning specified in Section 10  

 

Exchange Act” means the Securities Exchange Act of 1934. 

 

FATCA” means (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or  any  amended  or  successor  version  that  is  substantively  comparable  and  not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of (a) above, or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the IRS, the United States government or any governmental or taxation authority in the United States. 

 

Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as  shall be set forth on the NYFRB’s Website  from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate.

 

Final  Expiry  Date”  means  the  date  when  the  Final  Maturity  Date  has  occurred,  all  Letters of Credit have expired or terminated without any pending drawing thereon, and all Obligations owing hereunder and in the other Credit Documents have been paid in full. 

 

Final  Maturity  Date”  means  the  first  anniversary  of  the  Commitment  Termination  Date. 

 

Financial Strength Rating” means, as to any Person, the rating that has been most recently announced by A.M. Best as the “financial strength rating” of such Person. 

 

Fiscal Year” means the fiscal year of the Account Party.

 

Foreign Currency” means any currency other than Dollars approved by Bank, in its sole discretion, from time to time.

 

Foreign Currency Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Foreign Currency as determined  by  Bank  at  such  time  on  the  basis  of  the  Spot  Rate  (determined  in  respect of the most recent Revaluation Date) for the purchase of such Foreign Currency with Dollars.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 


 

Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level,  and  any  agency,  authority,  instrumentality,  regulatory  body,  court,  central  bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra- national bodies such as the European Union or the European Central Bank). 

 

Hedge  Agreement”  means  any  interest  or  foreign  currency  rate  swap,  cap,  collar,  option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in  interest  rates  or  currency  exchange  rates,  including  any  swap  agreement  (as defined in 11 U.S.C. § 101). 

 

Hedge Termination Value” means, in respect of any one or more Hedge Agreements, after taking  into  account  the  effect  of  any  legally  enforceable  netting  agreement  relating  to such Hedge  Agreements,  (a) for any  date  on  or  after  the  date  such  Hedge  Agreements  have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge Agreements (which may include Bank or any affiliate of Bank). 

 

Indebtedness” means, with respect to any Person (without duplication), (i) all indebtedness of  such  Person  for  borrowed  money  or  in  respect  of  loans  or  advances,  (ii)  all obligations of such Person evidenced by notes, bonds, debentures or similar  instruments, (iii) all reimbursement obligations of such Person with respect to surety bonds, letters of credit and bankers’ acceptances (in each case, whether or not drawn or matured and in the stated amount thereof), (iv) all obligations of such Person to pay the deferred purchase price of property or services, (v) all indebtedness created or arising under any conditional sale or  other  title  retention  agreement  with  respect  to  property  acquired  by  such  Person, (vi) all obligations of such Person as lessee under leases that are or are required to be, in accordance with  GAAP,  recorded  as  capital  or  finance  leases,  to  the  extent  such  obligations are required to be so recorded, (vii) all obligations and liabilities of such Person incurred in connection with any transaction or series of transactions providing for the financing of assets through one or more securitizations or in connection with, or pursuant to, any synthetic lease or similar off-balance sheet financing, (viii) all Disqualified Capital Stock issued by such Person, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any (for purposes hereof, the “maximum fixed repurchase price” of any Disqualified Capital Stock  that  does  not  have  fixed  repurchase  price  shall  be  calculated  in  accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased  on  any  date  on  which  Indebtedness  shall  be  required  to  be  determined pursuant to  this  Agreement,  and  if  such  price  is  based  upon,  or  measured  by,  the  fair  market value of such Disqualified Capital Stock, such fair market value shall be determined reasonably and  in  good  faith  by  the  board  of  directors  or  other  governing  body  of  the  issuer of such Disqualified Capital Stock), (ix) the Hedge Termination Value of such Person under any Hedge Agreements, calculated as of any date as if such agreement or arrangement were   

 

1681v13 019861.0101 


terminated as  of  such  date,  (x)  all  contingent  obligations  of  such  Person in respect of Indebtedness of other Persons and (xi) all indebtedness referred to in clauses (i) through (x) above secured by any Lien on any property or asset owned or held by such Person regardless  of  whether  the  indebtedness  secured  thereby  shall  have  been  assumed  by such Person or is nonrecourse to the credit of such Person. 

 

Instructions” has the meaning set forth in Section  2(a)

 

Insurance Regulatory Authority” means, with respect to the Account Party, the insurance department or similar Governmental Authority charged with regulating insurance companies or insurance holding companies, in its jurisdiction of domicile and, to the extent that it has regulatory authority over the Account Party, in each other jurisdiction in which the Account Party conducts business or is licensed to conduct business.

 

Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1), et  seq.). 

 

IRS” means the United States Internal Revenue Service. 

 

issue” means, with respect to any Letter of Credit, to issue, to amend or to extend the expiry of, or to renew or increase the stated amount of, such Letter of Credit. The terms “issued”, “issuing” and “issuance” have corresponding meanings. 

 

Letters of Credit” means the collective reference to standby letters of credit issued pursuant to Section  2

 

Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any Applications, agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for the  rights  and  obligations  of  the  parties  concerned  or  at  risk  with  respect  to  such  Letter of Credit. 

 

Letter of Credit Fee” has the meaning specified in Section 2(i)(iii)  hereto. 

 

Lien” means any mortgage, pledge, hypothecation, assignment, security interest, lien (statutory or otherwise), preference, priority, charge or other encumbrance of any nature, whether voluntary or involuntary, including the interest of any vendor or lessor under any conditional sale agreement, title retention agreement, capital lease or any other lease or arrangement having substantially the same effect as any of the foregoing. 

 

Material Adverse Effect” means a material adverse effect upon (i) the financial condition, operations, business, properties or assets of the Account Party, (ii)  the  ability  of  the  Account  Party to perform  its  payment  or  other  material  obligations  under  this  Agreement  or  any  of  the  other  Credit Documents, or (iii) the legality, validity, or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of Bank hereunder and thereunder. 

 

Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

 

1681v13 019861.0101 


 

Multiple Employer Plan” means an employee pension benefit plan with respect to which the Account Party or any of its ERISA Affiliates is a contributing sponsor, and that has two (2) or more contributing sponsors at least two (2) of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

 

Non-Extension Notice Date” has the meaning given to such term in Section 2(g)

 

Notice of Non-Extension” has the meaning given to such term in Section  2(g)

 

NYFRB” means the Federal Reserve Bank of New York.

  

NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided  that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by Bank from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined are less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

 

 “NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.

 

Obligations” means all obligations and liabilities (including (a) any interest and fees accruing after the filing of a petition or commencement of a case by or with respect to the Account Party seeking relief under any applicable Bankruptcy Laws, whether or not the claim for  such  interest  or  fees  is  allowed or allowable in  such  proceeding, (b) the obligation to provide cash collateral hereunder, and (c) reimbursement and  other  payment  obligations  and  liabilities)  of  the  Account  Party  to  Bank arising under, or in connection with, the applicable Credit Document (including Section below) any Application or any Letter of Credit, in each case whether matured or unmatured, absolute or contingent, now existing or hereafter incurred. 

 

OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

 

Officer’s  Compliance  Certificate”  means  certificate  of  the  chief  executive  officer,  the chief financial officer, vice president—finance, principal accounting officer, treasurer or assistant treasurer of the Account Party substantially in the form attached as Exhibit A, together with a Covenant Compliance Worksheet. 

 

Other Taxes” has the meaning specified in Section  2(c)

 

Outstanding  Letters  of  Credit”  means,  as  of  any  date,  the  sum  of  (a)  the  Stated  Amount of all outstanding Letters of Credit at such time and, without duplication, (b) all reimbursement obligations in respect of Letters of Credit at such time. 

 

Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings denominated in Dollars by U.S.-managed

 

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banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

 

PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

 

Payment Date” has the meaning specified in Section  2(b)(i)

 

PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

 

Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity. 

 

Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Account Party or any ERISA Affiliate thereof is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

 

Pledge Agreement” means the Pledge and Security Agreement, dated as of the date hereof, made  by  the  Account  Party  in  favor  of  Bank,  as  amended,  supplemented  or  restated from time to time. 

 

Quarterly Statement” means, with respect to the Account Party for any fiscal quarter, the quarterly  financial  statements  of  the  Account  Party  as  required  to  be  filed  with  the Insurance Regulatory Authority of its jurisdiction of domicile, together with all exhibits, schedules, certificates and actuarial opinions required to be filed or delivered therewith. 

Requirement of Law” means, with respect to any Person, the charter, articles, constitution or certificate of organization or incorporation and by-laws or other organizational or governing documents of such Person, and any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject or otherwise pertaining to any or all of the transactions contemplated by this Agreement and the other Credit Documents. 

Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial  officer,  controller,  treasurer  or  assistant  treasurer  of  such  Person  or  any  other officer of such Person designated in writing by the Account Party and reasonably acceptable to  Bank;  provided  that,  to  the  extent  requested  thereby,  Bank  shall  have  received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Credit Document that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person. 


 

Revaluation Date” means with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in a Foreign Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing or decreasing the Stated Amount thereof, (iii) each date of any payment by Bank under any Letter  of  Credit  denominated  in  Foreign  Currency  and  (iv)  each  such  additional  date as Bank shall determine or require. 

 

Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions,  trade  embargoes  and  anti-terrorism  laws,  including  but  not  limited  to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority. 

 

Sanctioned  Country”  means  at  any  time,  country,  territory  or  region  which  is  itself  the subject or target of any Sanctions. 

 

Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC (including OFAC’s Specially Designated  Nationals  and  Blocked  Persons  List  and  OFAC’s  Consolidated  Non- SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person located,  operating,  organized  or  resident  in  Sanctioned  Country  or  (c)  any  Person owned or controlled by any such Person or Persons described in clauses (a) and (b), including Person  that  is  deemed  by  OFAC  to  be  Sanctions  target  based  on  the  ownership of such legal entity by Sanctioned Peron(s). 

 

Security  Documents”  means,  collectively,  (a)  the  Pledge  Agreement  and  (b)  the  Control Agreement, and  (c)  each  other  document,  agreement,  certificate  and/or  financing  statement, executed, delivered, made or filed pursuant to the terms of the documents specified in foregoing clauses (a) and (b). 

 

Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.  The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

 

Spot Rate” means, with respect to any Foreign Currency, the rate quoted by Bank as the spot rate for the purchase by Bank of such Foreign Currency with Dollars through its  

 

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principal foreign  exchange  trading  office  at  approximately  11:00  a.m.,  London  time,  on the date  two  Business  Days  prior  to  the  date  as  of  which  the  foreign  exchange  computation is made; provided that Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Foreign Currency. 

 

Standard Letter of Credit Practice” means, for Bank, any U.S. federal or state or foreign law or letter of credit practices applicable in the city in which Bank issued the applicable Letter  of  Credit  or  for  its  branch  or  correspondent  banks,  such  laws  and  practices applicable in  the  city  in  which  it  has  advised,  confirmed  or  negotiated  such  Letter  of  Credit, as the  case  may  be.  Such  practices  shall  be  (i)  of  banks  that  regularly  issue  letters  of  credit in the particular city, and (ii) required or permitted under the ISP (as defined below) or UCP (as defined below), as chosen in the applicable Letter of Credit. “ISP” means, International Standby Practices 1998 (International Chamber of Commerce Publication No. 590) and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. “UCP” means, Uniform Customs and Practice  for  Documentary  Credits  2007  Revision,  International  Chamber  of  Commerce Publication No. 600 and any subsequent revision thereof adopted by the International Chamber of Commerce on the date such Letter of Credit is issued. 

Stated Amount” means, with respect to any Letter of Credit at any time, the aggregate Dollar Amount available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met). 

Subsidiary” means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Capital Stock having ordinary voting power to elect a majority of the board of directors (or equivalent governing body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) such Person (irrespective of whether, at the time, Capital Stock of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency).

 

Taxes” has the meaning specified in Section 2(c).  

Threshold Amount” means $200,000,000.

 

UCC”  means  the  Uniform  Commercial  Code  as  in  effect  on the date hereof in  the  State  of New York. 

 

UK Financial Institution”  means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

 

UK Resolution Authority” means Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 


Upfront Fee” has the meaning specified in Section 2(i)  hereto. “U.S.” means United States of America. 

Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

 

Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,  any powers of the applicable Resolution Authority  under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution  or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

 

(b)               Exchange Rates; Currency Equivalents

 

(i)                The Bank shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Amounts of Letters of Credit denominated in Foreign Currencies. Such Spot Rates shall become  effective  as  of  such  Revaluation  Date  and  shall  be  the  Spot  Rates  employed  in  converting  any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial  statements  required  to  be  delivered  hereunder  or  calculating  financial  covenants  hereunder  and except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Credit Documents shall be such Dollar Amount as so determined by Bank.

 

(ii)              Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars,  but  such  Letter  of  Credit  is  denominated  in  Foreign  Currency,  such  amount  shall  be  the  relevant Foreign Currency  Equivalent  of  such  Dollar  amount  (rounded  to  the  nearest  unit  of  such  Foreign  Currency, with 0.5 of a unit being rounded upward), as determined by Bank.

 

2.                 LETTER OF CREDIT FACILITY

 

(a)               General. At the request of the Account Party, Bank agrees, on and subject to the terms and conditions of this Agreement, to issue standby Letters of Credit for the account of the Account Party in Dollars (or, in Bank’s sole discretion, a Foreign Currency) from time to time during the period from the Closing Date to but not including the Commitment Termination Date. Bank may, in its sole discretion, arrange for one or more Letters of Credit to be issued by its New York branch, which branch is on the List of Qualified U.S. Financial Institutions maintained by the Securities Valuation Office of the National Association of Insurance Commissioners, or by any other branch or affiliate of Bank that is on the List of Qualified U.S. Financial Institutions maintained by the Securities


Valuation Office of the National Association of Insurance Commissioners, in which case the term “Bank” shall include any such branch or affiliate with respect to Letters of Credit issued by such branch or affiliate.  Letters of Credit may only be issued on Business Days. The request to issue a Letter of Credit (an “Application”) shall be in such form as Bank shall from time to time require or agree to accept (including any type of electronic form or means of communication acceptable to Bank) and, upon the receipt of any Application, Bank shall process such Application in accordance with its customary procedures and shall, subject to Section 4, promptly issue the Letter of Credit requested thereby (but in no event shall Bank be required to issue any Letter of  Credit  earlier  than  three  Business  Days  after  its  receipt  of  the  Application  therefor) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be  agreed  by  Bank  and  the  Account  Party.  Inquiries,  communications  and  instructions (whether written, facsimile or in other electronic form approved by Bank) regarding a Letter of Credit, an Application and this Agreement are each referred to herein as “Instructions”.  Bank’s  records  of  the  content  of  any  Instruction  will  be  conclusive,  absent manifest error.    

 

(b)               General Payment Obligations. For each Letter of Credit, the Account Party shall, as to clause (i)  below,  reimburse  Bank,  and  as  to  all  other  clauses  below,  pay  Bank,  in  each  case in Dollars (unless Bank agrees otherwise with Account Party):

 

(i)                with respect to a drawing under any Letter of Credit, the amount of each drawing paid by Bank thereunder (such date of payment hereinafter referred to as the “Draw Date”) no later than the first succeeding Business Day after the Account Party’s receipt of notice of such payment by Bank (the “Due Date”), with interest as provided below on the amount so paid by Bank (to the extent not reimbursed prior to 2:00 p.m. Eastern Time on the Draw Date) for the period from the Draw Date to the date the reimbursement obligation created thereby is satisfied in full (the “Payment Date”). If the Payment Date is on or prior to the Due Date, such interest shall  be  payable  at  the  Base Rate as  in  effect  from  time  to  time  during  the period from the Draw Date to the Payment Date. If the Payment Date is after the Due Date, such interest shall be payable (x) as provided in the preceding sentence during the period from and including the Draw Date to and not including the Due Date, and (y) at the Base Rate as in effect from time to time plus 2% from and including the Due Date to and not including the Payment Date; 

 

(ii)              the  fees  payable  by  the  Account  Party  at  such  times  and  in  such  amounts  as  are  set forth in Section  2(i)

 

(iii)            except as otherwise provided in clause (i) above and clause (iv) below, interest on each amount  payable  by  the  Account  Party  under  the  applicable  Credit  Documents for each  day  from  and  including  the  date  such  payment  is  due to and  not  including the date of payment, on demand, at a rate per annum equal to the Base Rate as in effect from time to time plus 2%; 

 

(iv)             within ten (10) days of demand, Bank’s reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented legal fees, charges and disbursements of outside counsel to Bank incurred in connection with the protection or enforcement of Bank’s rights against the Account Party under this


Agreement and the other applicable Credit Documents and any correspondent bank’s documented  charges  related  thereto),  with  interest  from  the  date  of  demand by Bank to and not including the date of payment by the Account Party, at a rate per annum equal to the Base Rate as in effect from time to time plus 2%; 

 

(v)               if as a result of any Change in Law, Bank determines that the cost to Bank of issuing or maintaining any Letter of Credit is increased (excluding, for purposes of this clause (a)(v), any such increased costs resulting from (A) income taxes, franchise taxes  and  similar  taxes  imposed  on  Bank  by  any  taxing  authority,  any U.S. federal withholding taxes imposed under FATCA and Other Taxes (in each case as  to  which  Section  2(c)  shall  govern)  and  (B)  changes  in  the  basis  of  taxation of overall net income or overall gross income by the U.S. or by the foreign jurisdiction or state under the laws of which Bank is organized or has its lending office or any political subdivision thereof), then the Account Party will pay to Bank, from time to time, within ten (10) days after demand by Bank, which demand shall  include  statement  of  the  basis  for  such  demand  and  calculation  in reasonable detail of the amount demanded, additional amounts sufficient to compensate Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Account Party by Bank, shall be conclusive and binding for all purposes, absent manifest error; and 

 

(vi)             if Bank determines that any Change in Law affecting Bank or any lending office of Bank or Bank’s holding company regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on Bank’s capital or on the capital of Bank’s holding company as a consequence of this Agreement or the Letters of Credit issued by Bank to a level below that which Bank or Bank’s holding company could have achieved but for such Change in Law (taking into consideration Bank’s or its holding company’s policies with respect to capital adequacy), then from time to time the Account Party will pay to Bank within  ten (10) days after demand by Bank, which demand shall include a statement of the basis for such demand and a calculation in reasonable detail of the amount demanded, such  additional  amount  or  amounts  as  will  compensate  Bank  or  Bank’s holding company  for  any  such  reduction  suffered.  certificate  as  to  such  amounts submitted to the Account Party by Bank shall be conclusive and binding for all purposes, absent manifest error. 

Bank shall use reasonable efforts to designate a different lending office if such designation will avoid (or reduce the cost to the Account Party of) any event described in the preceding sentence and such designation will not, in Bank’s good faith judgment, subject Bank to any unreimbursed cost or expense and would not otherwise be disadvantageous to Bank. 

Notwithstanding the provisions of clause (v) or (vi) above or Section 2(c)  below (and without limiting the immediately preceding paragraph), Bank shall not be entitled to compensation from the Account Party for any amount arising prior to the date which is 180 days before the date on which Bank notifies the Account Party of such event or circumstance (except that if such event or circumstance is retroactive, then such 180-day period shall be extended to include the period of retroactive effect thereof). 


Any payments  received  by  Bank  pursuant  to  the  Credit  Documents  after  1:00  p.m. Eastern shall be deemed to have been made on the next succeeding Business Day for all purposes under the Credit Documents. 

(c)               Immediately Available Funds; No Withholding. All reimbursements and payments by or on behalf of the Account Party shall be made in immediately available funds, free and clear of and without deduction for any present or future Taxes, set-off or other liabilities, to such location as Bank may reasonably designate from time to time. The Account Party shall pay all withholding taxes and Other Taxes imposed by any taxing authority on reimbursement or  payment  under  any  Letter  of  Credit  and  any  Credit  Document,  and  shall indemnify Bank against all liabilities, costs, claims and expenses resulting from Bank having to  pay  or  from  any  omission  to  pay  or  delay  in  paying  any such taxes,  except  to  the extent that such taxes are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of Bank. Any such indemnification payment shall be made within ten (10) days from the date Bank makes written demand therefor. “Taxes” means all taxes, fees, duties, levies, imposts, deductions, charges or withholdings of any kind (other than income taxes, franchise taxes and similar taxes imposed on Bank by any taxing authority and any U.S. federal withholding taxes imposed under FATCA). “Other Taxes” means all present or future stamp, documentary, excise, property or similar taxes, charges or levies that arise from any payment made hereunder or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or any other Credit Document.

 

(d)               Automatic Debit and Set-Off. Upon the occurrence and during the continuance of any Event of Default with respect to the Account Party, Bank (which term shall include Bank’s branches and affiliates for purposes of this paragraph) may (but shall not be required to), without demand for reimbursement or payment or notice to the Account Party, and in addition to any other right of set-off that Bank may have, debit any account or accounts, irrespective of the currency of such account or accounts, maintained by  the  Account  Party  with  any  office  of  Bank  (now  or  in  the  future)  and  set-off and apply (i) any balance or deposits (general, special, time, demand, provisional, final, matured or absolute) in the account(s) and (ii) any sums due or payable from Bank, to the payment of any and all Obligations owed by the Account Party to Bank, irrespective of whether Bank shall have made any demand under this Agreement and although such Obligations may be contingent or unmatured.  Bank agrees promptly to notify the Account Party after  any  such  set-off  and  application;  provided however that  the  failure  to  give  such notice shall not affect the validity of such set-off and application. 

 

(e)               Obligations Absolute. The Account Party’s reimbursement and payment obligations under this Section are absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:

 

(i)                any lack of validity, enforceability or legal effect of any Letter of Credit or any Credit Document or any term or provision therein; 

 

(ii)              payment  against  presentation  of  any  draft,  demand  or  claim  for  payment  under  any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit (individually, a “Drawing Document” and collectively, the “Drawing  

 

1681v13 019861.0101 


Documents”) that does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement therein proving to be untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such  Person  purporting  to  be  successor  or  transferee  of  the  beneficiary  of  such Letter of Credit; 

 

(iii)            Bank or any of its branches or affiliates being the beneficiary of any Letter of Credit;

 

(iv)             Bank  or  any  correspondent  bank  honoring  drawing  against  Drawing  Document up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount available under such Letter of Credit; 

 

(v)               the  existence  of  any  claim,  set-off,  defense  or  other  right  that  Account  Party  or  any other Person may have at any time against any beneficiary or any assignee of proceeds, Bank or any other Person;  

(vi)             if any other Person shall at any time have guaranteed or otherwise agreed to be liable for any of the Obligations or granted any security therefor, any change in the time, manner or place of payment of or any other term of the obligations of such other Person, or any exchange, change, waiver, release of, or failure or lapse of perfection of any grant of any collateral for, or any other Person’s guarantee of or other liability for, any of the Obligations;

 

(vii)           any  other  event,  circumstance  or  conduct  whatsoever,  whether  or  not  similar  to  any of the  foregoing  that  might,  but  for  this  Section  2(e) constitute  legal  or  equitable defense to or discharge of, or provide a right of set-off against, the Obligations, whether against Bank, the beneficiary or any other Person; 

 

provided however that  subject  to  Section  5(b)  below,  the  foregoing  shall  not  release  Bank from such liability to the Account Party as may be determined by a court of competent jurisdiction by  final  and  nonappealable  judgment  against  Bank  following  reimbursement and/or payment of the Obligations. 

 

(f)                Computation of Interest and Fees; Maximum Rate. All computations of interest and fees to  be  made  hereunder  and  under  any  other  Credit  Document  shall  be  made  on  the  basis of a year consisting of (i) in the case of interest determined with reference to the Base Rate, 365/366  days,  as  the  case  may  be,  or  (ii)  in  all  other  instances,  360  days;  and  in  each case under (i) and (ii), for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this  Agreement  charged  or  collected  pursuant  to  the  terms  of  this  Agreement  exceed the highest rate permissible under any applicable law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that    Bank has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate  permitted  by  applicable  law  and  Bank  shall  at  its  option  (i)  promptly  refund to the Account Party any interest received by Bank in excess of the maximum lawful rate or (ii) apply such excess to any outstanding Obligations. It is the intent hereof that the Account

 

1681v13 019861.0101 


    

Party not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Account Party under applicable law. 

 

(g)               Expiry Date of Letters of Credit. Each Letter of Credit shall expire at or prior to the earlier of  (i)  the  close  of  business  on  the  date  one  year  after  the  date  of  the  issuance  of  such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension), or (ii) the Final Maturity Date; provided, however, if the Account Party so  requests  in  any  applicable  Application,  Bank  agrees  to  issue  Letter  of  Credit  that provides for the automatic extension for successive periods of one year or less until Bank shall have  delivered  prior  written  notice  of  non-extension  to  the  beneficiary  of  such  Letter  of Credit (a “Notice of Non-Extension”) no later than 60 days prior to the stated maturity date specified  in  such  Letter  of  Credit  (such  time,  the  Non-Extension  Notice  Date”).  The Account Party  acknowledges  that  Bank  shall  not  be  required  to  extend  any  Letter  of  Credit if Bank has determined that it would have no obligation at such time to issue such Letter of Credit (as extended) under the terms hereof. 

 

(h)               Permanent Reduction of Commitment. The Account Party shall have the right at any time and from time to time, upon at least three Business Days’ prior irrevocable written notice to Bank, to permanently reduce, without premium or penalty, (i) the entire Commitment at any time or (ii) portions of the Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess  thereof.  All  Commitment  Fees  accrued  until  the  effective  date  of  any  termination of the Commitment shall be paid on the effective date of such termination. 

 

(i)                Fees. The Account Party agrees to pay the following amounts: 

 

(i)                a non-refundable upfront fee (the “Upfront Fee”), in an aggregate amount equal to 0.04% (four basis points) of the Commitment as in effect on the Closing Date. The entire amount of the Upfront Fee will be fully earned on the Closing Date and payable in full in cash within 15 Business Days after the Closing Date; 

 

(ii)              a non-refundable commitment fee (a “Commitment Fee”), for each calendar quarter (or  portion  thereof)  at  per  annum  rate  equal  to  0.10%  (ten basis points) of  the  actual  daily  aggregate unused portion  of  the  Commitment,  payable  in  arrears  (A)  on  the  last  Business  Day  of  each calendar quarter, beginning with the first such day to occur after the Closing Date through the Commitment Termination Date and (B) on the Commitment Termination Date; and 

 

(iii)            non-refundable  letter  of  credit  fee  (the  Letter  of  Credit  Fee”)  for  each  calendar quarter (or portion thereof) in respect of all Letters of Credit issued for the account of the Account Party  and  outstanding  during  such  quarter,  at  per  annum  rate  equal  to  0.39% (thirty-nine basis points) of the actual daily aggregate Stated Amount of such Letters of Credit. The Letter of Credit Fee shall be due and payable quarterly in arrears (A) on the last Business Day of each calendar quarter, commencing with the first such date to occur after the Closing Date through the  Final  Maturity  Date,  (B)  on  the  Final  Maturity  Date  and  (C)  on  the  Final  Expiry Date.

 

3.                  ACCOUNT  PARTY’S  RESPONSIBILITY The  Account  Party  is  responsible  for  approving  the final


text of any Letter of Credit issued by Bank for its account, irrespective of any assistance Bank may provide such as drafting or recommending text or by Bank’s use or refusal to use text submitted by the Account Party. The Account Party is solely responsible for the suitability of the Letter of Credit for the Account Party’s purposes. The Account Party will examine the copy of each Letter of Credit issued for its account and  any  other  documents  sent  by  Bank  in  connection  with  such  Letter  of  Credit  and  shall  promptly notify Bank in writing of any non-compliance with the Account Party’s Instructions and of any discrepancy in any document under any presentment or other irregularity. The Account Party understands that the final form of any  Letter  of  Credit  may  be  subject  to  such  revisions  and  changes  as  are  deemed  necessary  or  appropriate by Bank in accordance with standard industry practice and the Account Party hereby consents to such revisions and changes. 

 

4.                 CONDITIONS OF CLOSING AND ISSUANCE

 

(a)               Conditions Precedent to Closing. The obligation of Bank to close this Agreement and to issue any Letters of Credit on the Closing Date is subject to the satisfaction of each of the following conditions: 

 

(i)                Executed Credit Documents. This Agreement, together with any other applicable Credit Documents, shall have been duly authorized, executed and delivered to Bank by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder. 

 

(ii)              Closing  Certificates;  Etc.  Bank  shall  have  received  each  of  the  following  in  form and substance reasonably satisfactory to Bank: 

 

(A)             Officer’s Certificate. A certificate from a Responsible Officer of the Account Party  to  the  effect  that  (I)  all  representations  and  warranties  of  the  Account  Party contained in  this  Agreement  and  the  other  Credit  Documents  are  true,  correct  and  complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects); and (II) as of the Closing Date, no Default or Event of Default has occurred and is continuing. 

 

(B)              Certificate of Secretary of the Account Party. A certificate of a Responsible Officer  of  the  Account  Party certifying as  to  the  incumbency  and  genuineness of the  signature  of  each  officer  of  the  Account  Party  executing  Credit  Documents  to  which it is  party  and  certifying  that  attached  thereto  is  true,  correct  and  complete  copy  of (I) the memorandum of association (or equivalent), as applicable, of the Account Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (II)  the  by-laws  or  other  governing  document  of  the  Account  Party  as  in  effect on the Closing Date, (III) resolutions duly adopted by the board of directors (or other governing body) of the Account Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and (D) each certificate required to be delivered pursuant to Section  4(a)(ii)(C)

 

1681v13 019861.0101 


 

(C)              Certificates of Good Standing. Certificates as of a recent date of the good standing of the Account Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent requested by Bank, each other jurisdiction where the Account Party is qualified to do business. 

 

(D)             Opinions of Counsel. Opinions of counsel to the Account Party addressed to  Bank  with  respect  to  the  Account  Party, the Credit  Documents  and  such  other matters as Bank shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of Bank).  The Account Party requests that such counsel deliver such opinions. 

 

(iii)            Lien Search. Bank shall have received the results of a Lien search, in form and substance reasonably satisfactory to Bank, indicating among other things that the Collateral is free and clear of any Lien. 

 

(iv)             Consents;  Defaults

 

(A)             Governmental and Third Party Approvals. The Account Party shall have received all material governmental, shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of Bank) in connection with the transactions contemplated by this Agreement and the other Credit Documents and all applicable waiting periods shall have expired without any  action  being  taken  by  any  Person  that  would  reasonably  be  expected  to  restrain, prevent or impose any material adverse conditions on the Account Party or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of Bank would reasonably be expected to have such effect. 

 

(B)              No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened in writing or proposed in writing before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Credit Documents or the consummation of  the  transactions  contemplated  hereby  or  thereby,  or  which,  in  Bank’s  sole discretion, would  make  it  inadvisable  to  consummate  the  transactions  contemplated  by  this Agreement or the other Credit Documents or the consummation of the transactions contemplated hereby or thereby. 

 

(v)            [Reserved] 

 

(vi)             Miscellaneous

 

(A)             PATRIOT Act, etc. The Account Party shall have provided to Bank the documentation and other information requested by Bank in order to comply with requirements of any Anti-Money Laundering Laws, including the PATRIOT Act and any applicable “know your customer” rules and regulations. 

 

(B)              Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the transactions contemplated by this Agreement shall be  

 

1681v13 019861.0101 


satisfactory in  form  and  substance  to  Bank.  Bank  shall  have  received  copies  of  all  other documents, certificates and instruments reasonably requested thereby, with respect to the transactions contemplated by this Agreement. 

 

(b)               Conditions Precedent to Issuance of Letters of Credit. The obligation of Bank to issue Letters of Credit (including any Letters of Credit issued on the Closing Date) is subject to the satisfaction of each of the following conditions: 

 

(i)             Continuation of Representations and Warranties. The representations and warranties contained in this Agreement and the other Credit Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such  issuance  with  the  same  effect  as  if  made  on  and  as  of  such  date  (except  for  any such representation  and  warranty  that  by  its  terms  is  made  only  as  of  an  earlier  date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and  warranty  shall  be  true  and  correct  in  all  respects  as  of  such  earlier date).

 

(ii)              No Existing Default. No Default or Event of Default shall have occurred and be continuing on  the  issuance  date  with  respect  to  such  Letter  of  Credit  or  after  giving effect to the issuance of such Letter of Credit on such date. 

 

(iii)            Notice and Collateral Value Certificate. Bank shall have received an Application from  the  Account  Party  and  Collateral  Value  Certificate  pursuant  to Section  7(d)(iii)

 

(iv)             Miscellaneous. In addition to the foregoing, Bank shall be under no obligation to issue any Letter of Credit if: 

 

(A)             any  order,  judgment  or  decree  of  any  Governmental  Authority  or  arbitrator having jurisdiction over Bank shall by its terms enjoin or restrain the issuance of such Letter of Credit or any law applicable to Bank, or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over it shall prohibit, or request that it refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon it with respect to such Letter of Credit any restriction or reserve or capital or liquidity requirement (for which Bank is not otherwise compensated) not  in  effect  on  the  Closing  Date,  or  any  unreimbursed  loss,  cost  or  expense which was not applicable or in effect as of the Closing Date and which Bank in good faith deems material to it; 

 

(B)              Bank  shall  have  delivered  Notice  of  Non-Extension  with  respect  to  such Letter of Credit; 

 

(C)              the expiry date of such Letter of Credit would occur more than twelve months after the date of issuance or last extension unless Bank has approved such expiry date in writing; 

 

1681v13 019861.0101 


 

(D)             the expiry date of such Letter of Credit occurs after the Final Maturity Date, unless Bank has approved such expiry date in writing; 

 

(E)              such  Letter  of  Credit  is  not  substantially  in  form  and  substance  reasonably acceptable to Bank;

(F)               immediately  after  giving  effect  thereto,  the  amount  of  Outstanding  Letters of Credit would exceed the Commitment or the Collateral Value of the Collateral at such time; or

(G)             any proposed beneficiary of such Letter of Credit is the subject of a receivership or similar proceeding, including any conservation, rehabilitation, or liquidation proceeding, or is otherwise insolvent.

 

5.                 INDEMNIFICATION; LIMITATION OF LIABILITY

 

(a)               Indemnification. The Account Party agrees to indemnify and hold harmless Bank (including its  branches  and  affiliates),  its  correspondent  banks  and  each  of  their  respective directors, officers, employees, attorneys and agents (each, including Bank, an “Indemnified Person”) from and against any and all claims, suits, judgments, liabilities, losses, fines,  damages,  penalties,  interest,  costs  and  expenses  (including  expert  witness  fees and reasonable out-of-pocket legal fees, charges and disbursements of any counsel (including outside counsel fees and expenses), and all expenses of arbitration or litigation and in  preparation  thereof),  in  each  case,  which  are  documented  and  may  be  incurred  by  or awarded against any Indemnified Person (collectively, the “Costs”), and which arise out of or in connection with or by reason of this Agreement, the other Credit Documents, the actual or proposed use of the proceeds of the Letters of Credit or any of the transactions contemplated thereby, including any Costs which arise out of or in connection with, or as a result of: 

 

(i)                any Letter of Credit or amendment thereto, or any pre-advice of the issuance of a Letter of Credit;

 

(ii)              any transfer, sale, delivery, surrender or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with any Letter of Credit;

 

(iii)            any  actual  or  prospective  action  or  proceeding  arising  out  of,  or  in  connection  with, any Letter of Credit or any Credit Document (whether administrative, judicial or in connection  with  arbitration,  whether  based  on  contract,  tort  or  any  other  theory, and whether brought by a third party or by the Account Party, and regardless of whether any Indemnified Person is a party thereto), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit; 

 

(iv)             any independent undertakings issued by the beneficiary of any Letter of Credit; 

 

 

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(v)               any unauthorized Instruction or error in computer or electronic transmission in connection with any Letter of Credit issued hereunder; 

 

(vi)             an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated in connection with any Letter of Credit issued hereunder;

 

(vii)           any third party seeking to enforce the rights of the Account Party, beneficiary, nominated person,  transferee,  assignee  of  Letter  of  Credit  proceeds  or  holder  of  an instrument or document in connection with any Letter of Credit issued hereunder; 

 

(viii)         the fraud, forgery or illegal action of parties other than any Indemnified Person in connection with any Letter of Credit issued hereunder; 

(ix)             Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors  confirmation  in  connection  with  any  Letter  of  Credit  issued hereunder; or

(x)               the  acts  or  omissions,  whether  rightful  or  wrongful,  of  any  present  or  future  de  jure or de facto Governmental Authority or cause or event beyond the control of such Indemnified Person in connection with any Letter of Credit issued hereunder; 

 

in each  case,  including  that  resulting  from  Bank’s  own  negligence;  provided however that such indemnity shall not be available to any Person claiming indemnification under this Section 5(a)  to the extent that such Costs (A) are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Person, (B) are determined by a court of competent jurisdiction  by  final  and  nonappealable  judgment  to  have  resulted  from  claim by the Account Party against an Indemnified Person for breach in bad faith of the obligations of  such  Indemnified  Person  hereunder  or  under  any  other  Credit  Document,  or (C) result from any dispute solely between or among Indemnified Persons. The Account Party hereby agrees to pay Bank within fifteen (15) days after demand from time to time all amounts owing under this Section 5(a). This indemnity provision shall survive termination of this Agreement and all Letters of Credit. 

 

(b)               Direct Damages; No Punitive Damages. The liability of Bank (or any other Indemnified Person) under,  in  connection  with  and/or  arising  out  of  any  Credit  Document  or  any Letter of Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered by the Account Party that are determined by a court of competent jurisdiction by a final and nonappealable judgment to have been  caused  directly  by  Bank’s  gross  negligence,  willful  misconduct  or  breach  in  bad faith in  (i)  honoring  presentation  under  Letter  of  Credit  that  on  its  face  does  not  at  least substantially comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit or (iii) retaining Drawing Documents presented under a Letter of Credit. Bank shall be deemed to have acted with due diligence and reasonable care if Bank’s conduct is in accordance with Standard Letter of Credit Practice or in accordance with any Credit Document. No Indemnified Person shall be liable for any damages arising from any errors,


omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent or transmitted) in connection with this Agreement or the other Credit Documents, except to the extent that any losses, claims, damages, liabilities or expenses result from the gross negligence or willful misconduct of such Indemnified Person in making any such transmission as determined by a final nonappealable judgment of a court of competent jurisdiction. 

 

(c)               Waiver of Consequential Damages, etc.  Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, no Indemnified Person shall be liable in contract, tort or otherwise for any punitive, exemplary, consequential, indirect or special damages or losses regardless of whether or  not  such  party  or  Indemnified  Person  shall  have  been  advised  of  the  possibility thereof or the form of action in which such damages or losses may be claimed. The Account Party  shall  take  commercially  reasonable  action  to  avoid  and  mitigate  the  amount of any damages claimed against Bank or any other Indemnified Person, including by enforcing its rights in appropriate proceedings diligently pursued in the underlying transaction.

 

(d)              No Responsibility or Liability. Without limiting any other provision of this Agreement or any other Credit Document, Bank and each other Indemnified Person (if applicable) shall not  be  responsible  to  the  Account  Party  for,  and/or  Bank’s  rights  and  remedies  against the Account Party and the Obligations shall not be impaired by: 

 

(i)                honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary; 

 

(ii)              acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not in the form of a draft; 

 

(iii)            the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any Drawing Document (other than Bank’s determination that such Drawing Document appears on its face to substantially comply with the terms and conditions of the Letter of Credit); 

 

(iv)             acting upon any Instruction that it in good faith believes to have been given by a Person authorized to give such Instructions; 

 

(v)               any errors in interpretation of technical terms or in translation; 

 

(vi)             any  acts,  omissions  or  fraud  by,  or  the  solvency  of,  any  beneficiary,  any  nominated person or entity or any other Person, other than an Indemnified Person; 

 

(vii)           any  breach  of  contract  between  the  beneficiary  and  the  Account  Party  or  any  of  the parties to the underlying transaction; 

 

(viii)         payment to any paying or negotiating bank (designated or permitted by the


    

terms of the applicable Letter of Credit) claiming that it rightfully honored or is entitled to reimbursement  or  indemnity  under  Standard  Letter  of  Credit  Practice  applicable to it; 

 

(ix)             acting as required or permitted, or failing to act as permitted, in each case under Standard Letter of Credit Practice applicable to where it has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be; 

 

(x)               honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such expiration date and dishonored by Bank if subsequently Bank or any court or other finder of fact determines such presentation should have been honored; 

 

(xi)             dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor;  

 

(xii)           honor  of  presentation  that  is  subsequently  determined  by  Bank  to  have  been  made in violation  of  international,  federal,  state  or  local  restrictions  on  the  transaction  of business with certain prohibited Persons; or

 

(xiii)         amending a Letter of Credit to reflect any change of address or other contact information of any beneficiary

 

(e)               Within 15 Business Days after the Closing Date, the Account Party shall pay to the Bank or its designee all reasonable and documented costs and expenses incurred by the Bank as of the Closing Date (including the reasonable fees and expenses of counsel) in connection with this Agreement, the other Credit Documents and the transactions contemplated hereby.

 

6.                 REPRESENTATIONS  AND WARRANTIES.                      The Account Party hereby represents and warrants to Bank (all of which representations and warranties will be repeated as of the date of each new Application submitted by the Account Party to Bank and as of the date of issuance of any Letter of Credit requested in each such Application) as follows: 

 

(a)               Organization, etc. It is duly organized or formed, validly existing and (to the  extent  applicable  under  the  laws  of  the  relevant  jurisdiction)  in  good  standing  under the laws  of  the  jurisdiction  of  its  organization  or  formation,  and  is  duly  qualified  or  licensed to do  business  (and  in  good  standing  as  foreign  corporation  or  entity,  if  applicable)  in  all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed would have a Material Adverse Effect.  It does not have any Subsidiaries. 

 

(b)               Power  and  Authority.  It  has  the  requisite  power  and  authority  to  execute and deliver this Agreement and each other Credit Document to which it is a party and to perform and observe the terms and conditions stated herein and therein, and it has taken all necessary corporate or other action to authorize its execution, delivery and performance of each such Credit Document. 

 

(c)               Valid and Binding Obligation. This Agreement constitutes, and each other Credit Document when signed and delivered by it to Bank will constitute, its legal, valid and


binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights against it generally, by general equitable principles or by principles of good faith and fair dealing, and assuming  that  this  Agreement  and  each  such  other  Credit  Document  have  been  validly executed and delivered by each party thereto other than the Account Party. 

 

(d)               No Violation or Breach. Its execution, delivery and performance of each Credit Document to which it is a party and the payment of all sums payable by it under each such Credit Document do not and will not: (i) violate or contravene its memorandum of association, by-laws or other organizational documents; (ii) violate or contravene any order, writ, law, treaty, rule, regulation or determination of any Governmental Authority, in each case applicable to or binding upon it or any of its property, the  violation  or  contravention  of  which  would  have  Material  Adverse  Effect;  or (iii) result  in  the  breach  of  any  provision  of,  or  in  the  imposition  of  any  Lien  or  encumbrance (except for  Liens  or  encumbrances  created  under  the  Credit  Documents)  under,  or  constitute a default or event of default under, any agreement or arrangement to which it is a party or by which it or any of its property is bound, the contravention of which agreement or arrangement would have a Material Adverse Effect. 

 

(e)               Approvals. No authorization, approval or consent of, or notice to or filing with, any Governmental Authority is required to be made by it in connection with the execution and delivery by it of any Credit Document to which it is a party or the issuance by Bank of any Letter of Credit for the account of the Account Party pursuant to this Agreement and the related Application, except for those which have been duly obtained, taken, given or made and are in full force and effect; and except where failure to  obtain  the  foregoing  could  not  reasonably  be  expected  to  have  Material  Adverse Effect.

 

(f)                Compliance with Laws. It is in compliance with all applicable laws and regulations, except where the noncompliance with which would not have a Material Adverse Effect, and no Application, Letter of Credit or transaction of the Account Party under any Credit Document to which it is a party will contravene any laws, treaties, rules or regulations of any Governmental Authority, including any foreign exchange control laws or regulations, U.S. foreign assets control laws or regulations or currency reporting  laws  and  regulations,  now  or  hereafter  applicable  to  it,  except  where  the noncompliance with which would not have a Material Adverse Effect. 

 

(g)               No Default Under Other Agreements. It is not in default under any agreement, obligation or duty to which it is a party or by which it or any of its property is bound, which would have a Material Adverse Effect. 

 

(h)               No Arbitration Proceeding or Litigation. There is no pending or, to the knowledge of the Account Party, threatened arbitration proceeding, litigation or action against it  which (i) is reasonably likely to have a Material Adverse Effect or (ii) may affect the legality, validity or enforceability of this Agreement or the other Credit Documents. 

 

(i)                Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions

 

(i)               None of (i) the Account Party or, to the knowledge of the Account Party, any of


its directors, officers, or  employees,  or  (ii)  any  agent  or  representative  of  the Account Party that will act in any capacity in connection with this Agreement, (A)  is  Sanctioned  Person  or  currently  the  subject  or  target  of  any Sanctions, (B)  is  controlled  by  or  is  acting  on  behalf  of  Sanctioned  Person  or (C) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, in a manner that would result in the violation of applicable Sanctions by any party hereto.  

 

(ii)  The Account Party has implemented and maintains in effect policies and procedures designed to ensure compliance by the Account Party and its directors, officers and employees with  all  applicable  Anti-Corruption  Laws,  Anti-Money  Laundering Laws and Sanctions. 

 

(iii) The Account Party and, to the knowledge of the Account Party, each director, officer, employee and agent of the Account Party, is in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions in all material respects.   

 

(iv)  No proceeds of any Letter of Credit have been used, directly or indirectly, by the Account Party or, to the knowledge of the Account Party, any of its directors, officers, employees and agents in violation of Section  7(h)

 

(v)   The preceding provisions of this Section 6(i) and the provisions of Section 7(h)(ii) and Section 7(j) will not apply to any party hereto to which the EU Blocking Regulation applies, if and to the extent that such provisions are or would be unenforceable pursuant to, or would otherwise result in a breach or violation of, (i) any provision of the EU Blocking Regulation (or any law or regulation implementing the EU Blocking Regulation in any member state of the European Union) or (ii) any similar blocking or anti-boycott law in effect in the United Kingdom.

 

(j)                Filed All Tax Returns and Paid All Taxes. It has filed all required tax returns, and all Taxes, assessments and other governmental charges due from it have been fully paid, except for Taxes which are being contested in good faith or those which the failure to file or pay would not have a Material Adverse Effect. It has established on its books reserves adequate for the payment of all federal, state and other income tax liabilities, including those being contested in good faith. 

 

(k)              Financial Statements. The financial statements most recently furnished to Bank by the Account Party fairly present in all material respects the financial condition of the Account Party as at the date of such financial statements and for the periods then ended in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements for any fiscal quarter, subject to normal year-end adjustments and except that footnote and schedule disclosure may be abbreviated), and there has been no material adverse change in the Account Party’s business or financial condition or results of operations since the date of the Account Party’s most recent annual financial statements. 

 

(l)                Collateral. On the date of issuance of any Letter of Credit for the account of the Account


Party, both immediately before and after giving effect to such issuance, the amount of Outstanding Letters of Credit does not exceed the Collateral Value of the Collateral. 

 

(m)             Margin Stock. It is not engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any Letters of Credit will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of Governors. 

 

(n)               No  Material  Adverse  Effect There  has  been  no  Material  Adverse  Effect  since  December 31, 2020, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Effect. 

 

(o)               Investment Company. It is not an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act). 

(p)               Solvency.  It is Solvent.

(q)               ERISA.  It does not have any direct obligation or direct liability in respect of any Plan or Multiemployer Plan, and except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate thereof has any obligation or liability in respect of any Plan or Multiemployer Plan. With respect to its obligations to each Plan, it is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder and other federal or state laws.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, has had or could reasonably be expected to result in a Material Adverse Effect. 

 

7.                 AFFIRMATIVE COVENANTS. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired without any pending drawing thereon, and the Commitment has been terminated, the Account Party covenants and agrees to the following:

 

(a)               GAAP Financial Statements. It shall deliver to Bank, in form and detail satisfactory to Bank:

 

(i)    As soon as available and in any event within 55 days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending  March  31,  2021,  the  Quarterly  Statement  prepared  for  its  board of directors in accordance with GAAP, in each case applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter; and 

 

(ii)  As soon as available and in any event within 90 days after the end of each fiscal


year, beginning with the fiscal year ending December 31, 2020, the Annual Statement prepared for its board of directors in accordance with GAAP, in each case applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year. 

(b)           Certificates; Other Reports.  It shall deliver to Bank: 

 

(i)    at  each  time  financial  statements  are  delivered  pursuant  to  Section  7(a) duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial officer, vice president—finance, principal accounting officer, treasurer or assistant treasurer of the Account Party, together with a Covenant Compliance  Worksheet  reflecting  the  computation  of  the  respective financial covenants set forth in such Covenant Compliance Worksheet; 

 

(ii)  promptly upon receipt thereof, copies of all reports, if any, submitted to the Account Party, or any of its respective boards of directors by its respective independent public accountants in connection with their auditing function, including any management report and any management responses thereto; 

 

(iii) promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including any applicable “know your customer” rules and regulations and the PATRIOT Act), as from time to time reasonably requested by Bank; and 

 

(iv)  such  other  information  regarding  the  operations,  business  affairs  and  financial condition of the Account Party thereof as Bank may reasonably request. 

 

(c)           Notice  of  Litigation  and  Other  Matters Promptly  (but  in  no  event  later  than  ten  (10) days after any Responsible Officer of the Account Party becoming aware thereof), it shall notify Bank in writing of: 

 

(i)    the occurrence of any Default or Event of Default; 

 

(ii)  the commencement of all proceedings and investigations by or before any Governmental Authority  and  all  actions  and  proceedings  in  any  court  or  before any arbitrator against or involving the Account Party or any of its respective properties, assets  or  businesses  in  each  case  that  if  adversely  determined  would reasonably be expected to result in a Material Adverse Effect; 

 

(iii) any  attachment,  judgment,  Lien,  levy  or  order  exceeding  the  Threshold  Amount that has been assessed against the Account Party; and

 

(iv)  any announcement by A.M. Best of any change in the Financial Strength Rating of the Account Party. 

 

Each notice pursuant to Section 7(c)  shall be accompanied by a statement of a Responsible Officer of the Account Party, setting forth details of the occurrence


referred to  therein  and  stating  what  action  the  Account  Party has taken  and  proposes  to take with  respect  thereto  and  shall  describe  with  particularity  any  and  all  provisions  of this Agreement and any other Credit Document that have been breached. 

 

(d)           Collateral.  It shall comply with the following: 

(i)    Pursuant to the Security Documents and as collateral security for the payment and performance of its Obligations, the Account Party shall grant and convey to Bank a security interest in the Collateral charged and pledged by it, prior and superior to all other Liens, except for Liens in favor of the Custodian securing payment  of  amounts  advanced  to  settle  authorized  transactions  or  pay income or  distributions  in  respect  of  Collateral.  The  Account  Party  shall  cause the Collateral charged and pledged by it to be made subject to the Security Documents (in form and substance reasonably acceptable to Bank) necessary for the perfection of the security interest in the Collateral and for the exercise by Bank of its rights and remedies with respect thereto. The Account Party shall promptly  after  the  date  hereof  file  charge  against  the  Collateral  with  the Bermuda Registrar of Companies and deliver evidence of such filing to Bank no later than thirty (30) days after the date hereof. 

 

(ii)  The  Account  Party  shall  at  all  times  cause  the  Collateral  Value  of  the  Collateral pledged by the Account Party to equal or exceed the amount of Outstanding Letters of  Credit  at  such  time.  If  on  any  date  the  Outstanding  Letters  of  Credit shall exceed the Collateral Value of the Collateral pledged by the Account Party, the Account Party agrees to pay or deliver within three (3) Business Days to the Custodian Collateral having an aggregate Collateral Value of not less than  the  amount  of  such  excess,  with  any  such  Collateral  to  be  held  in the Account Party’s Custodial Account as security for all Obligations hereunder. 

 

(iii) The  Account  Party  shall  deliver  to  Bank  Collateral  Value  Certificate,  setting forth the Outstanding Letters of Credit, the fair market value of the Collateral by category and in the aggregate, the calculation of each Collateral Value and such other information as Bank may reasonably request (A) not later than 11:00 a.m. on the Business Day immediately preceding the date on which any Letter of  Credit  is  to  be  issued,  (B)  within  ten  (10)  Business  Days  after  the  end of each calendar month, (C) at and as of such other times as Bank may reasonably request and (D) at such other times as the Account Party may desire.

 

(iv)  The Account Party shall cause the Custodian to provide to Bank, in a manner and at times consistent with the terms of the Control Agreement, information with respect to each of its Custodial Accounts, in a format to be agreed by Bank (acting  reasonably),  which  information  shall  provide,  without  limitation, a detailed list of the assets in each such Custodial Account (including the amount of cash and a detailed description of the Collateral (including a breakdown listing the name of each issuer, and the fair market value of the assets held  of  such  issuer)),  the  fair  market  value  of  those  assets  and  the  pricing source of such valuation. 

 

(e)           Payment of Taxes and Other Obligations.  Except where the failure to pay or perform such  items  described  in  this  Section  would  not  reasonably  be  expected  to  have a

 

1681v13 019861.0101 


Material Adverse Effect or impact the Collateral, it will pay and perform all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property; provided, that it may contest any item described in this Section in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP. 

(f)           Compliance with Laws and Approvals. It shall observe and remain in compliance in all material respects with all applicable laws and maintain in full force and effect all Governmental Approvals,  in  each  case  applicable  to  the  conduct  of  its  business  except where the  failure  to  do  so  would  not  reasonably  be  expected  to  have  Material  Adverse Effect.

 

(g)           Maintenance of Books and Records; Inspection. It shall (i) maintain adequate books, accounts and  records,  in  which  full,  true  and  correct  entries  in  all  material  respects  shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, in each case in accordance with  GAAP  and  in  compliance  with  the  requirements  of  any  Governmental Authority having  jurisdiction  over  it,  and  (ii)  permit  employees  or  agents  of  Bank,  and after the occurrence and during the continuance of an Event of Default, Bank, to visit and inspect its properties and examine or audit its books, records, working papers and accounts and make copies and memoranda of them, and at its own cost and expense (other than after the occurrence of an Event of Default), and to discuss its affairs, finances and  accounts  with  its  officers  and  employees  and,  upon  notice  to  it, its independent public accountants (and by this provision it authorizes such accountants to discuss its the finances and affairs), all at such times that will not materially interrupt or interfere with the operation of its business and from time to time, upon reasonable notice and  during  business  hours,  as  may  be  reasonably  requested;  provided  that  except during the continuance of an Event of Default Bank shall not exercise such rights described in clause (ii) of this Section more than once per calendar year. 

 

(h)           Use of ProceedsIt shall comply with the following: 

 

(i)    The Account Party shall use the Letters of Credit to support insurance obligations, obligations under reinsurance agreements and retrocession agreements and similar risk obligations and for general corporate purposes. 

 

(ii)  The Account Party shall not request or use any issued Letter of Credit, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for  Person  required  to  comply  with  Sanctions  or  (iii)  in  any  manner that would result in the violation of any Sanctions applicable to any party hereto.

 

(i)                            Accuracy of Information.  It will ensure that any information, including financial statements or other documents, furnished by it to Bank in connection with this Agreement or any amendment or modification hereof or waiver hereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not


materially misleading, and the furnishing of such information shall be deemed to be a representation and warranty by it on the date thereof as to the matters specified in this Section.

 

(j)           Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. It shall maintain in effect and enforce policies and procedures designed to ensure compliance by it and its directors, officers, employees  and  agents  with  all  applicable  Anti-Corruption  Laws,  Anti-Money Laundering Laws, and Sanctions. 

 

(k)         Further  Assurances.  It  will execute and  deliver  to  Bank  such  additional  certificates,  instruments  and/or  documents and take  such  additional  action  as  may  be  reasonably  requested  by  Bank  to  enable  Bank to issue any Letter of Credit pursuant to this Agreement and the related Application, to perfect and maintain the validity and priority of the Liens granted pursuant to the Security Documents, to protect, exercise and/or enforce Bank’s rights and interests under any Credit Document and/or to give effect to the terms and provisions of any Credit Document.

 

(l)           Maintenance of Existence.  It shall (i) maintain its entity existence, and (ii) maintain in full force and effect all licenses, bonds, franchises, leases, trademarks, qualifications and authorizations to do business, and all patents, contracts and other rights necessary or advisable to the profitable conduct of its businesses, in each case except where failure to do so could not reasonably be expected to have a Material Adverse Effect.

 

(m)       Change in Nature of Business.  It shall will not, at any time from the date hereof until the Final Expiry Date, make any material change in the nature of its business as carried on at the date hereof that could be reasonably expected to have a Material Adverse Effect or enter into any new line of business that is not similar, corollary, related, ancillary, incidental or complementary, or a reasonable extension, development or expansion thereof or ancillary thereto the business as carried on as of the date hereof.

 

(n)          Payment of Liabilities. It shall pay and discharge, in the ordinary course of business, all obligations and liabilities (including tax liabilities and other governmental charges), except where the same may be contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto have been established in accordance with GAAP and except where the same could not reasonably be expected to have a Material Adverse Effect.

 

8.   FINANCIAL COVENANTS. Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired, without any pending drawing thereon, and the Commitment terminated, the Account Party covenants and agrees to the following:

 

(a)               Minimum Total Shareholder’s Equity. The total shareholder’s equity of the Account Party, determined  in  accordance  with  GAAP,  shall  be  at  all  times  an  amount  not  less $1,905,373,600.00.

 

(b)               Financial Strength Ratings. The Account Party shall at all times maintain a financial strength rating by A.M. Best Company and shall not permit such rating to be lower than “B++.”

 

1681v13 019861.0101 


 

9.   NEGATIVE  COVENANTS

 

(a)               [Reserved]. 

 

10.    EVENTS OF DEFAULT. Each of the following shall be an “Event of Default” under this Agreement:

 

(a)                       Failure to Reimburse Draws. The failure by the Account Party to reimburse or pay any drawing under any Letter of Credit or accrued interest thereon on the Due Date therefor. 

 

(b)                      Failure to Pay Certain Other Amounts. The failure by the Account Party to pay any fee or other amount when due under or in connection with any Credit Document or any Letter of Credit within three (3) Business Days after the same shall become due and payable. 

 

(c)                       Breach of Representation and Warranty. Any representation, warranty, certification or statement made or furnished by the Account Party under or in connection with any Credit Document or as an inducement to Bank to issue a Letter of Credit shall be false, incorrect or misleading in any material respect when made (except to the extent any such representation, warranty, certification or statement is qualified by materiality or reference to Material Adverse Effect, in which case, such representation, warranty, certification or statement shall be true, correct and complete in all respects).

 

(d)                      Failure to Maintain Collateral Value. The Account Party shall fail to maintain at any time Collateral in which Bank shall have a perfected first priority security interest and having Collateral  Value  of  not  less  than  the  Outstanding  Letters  of  Credit  and  such  failure shall continue or remain unremedied for more than the three (3) Business Day period provided for in Section  7(d)(ii)

 

(e)                       Failure to Perform or Observe Covenants. 

 

(i)                  The  Account  Party’s failure to  perform  or  observe  any  term,  covenant  or  agreement contained in Sections 7(c)(i), 7(h)  or 8 or 

 

(ii)                The  Account  Party’s  failure  to  perform  or  observe  any  term,  covenant  or  agreement contained in any Credit Document (other than those referred to in subsections (a), (b), (c), (d) and (e)(i) of this Section 10), and with respect to any such failure or breach that by its nature can be cured, such failure or breach shall continue or remain unremedied for thirty (30) calendar days after the earlier of (1) Bank’s delivery of written notice thereof to the Account Party, and (2) the Account Party having actual knowledge that such failure or breach has occurred.  

 

(f)                         Insolvency Proceedings, Etc. The Account Party institutes or consents to the institution of any proceeding under any Bankruptcy Law; or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for


all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Account Party, and the appointment continues undischarged, undismissed or unstayed for sixty (60) calendar days; or any proceeding under any Bankruptcy Law relating to the Account Party  or  to  all  or  any  material  part  of  their respective property  is  instituted  without  the  consent of the Account Party, and continues undischarged, undismissed or unstayed for sixty (60) calendar days; or an order for relief is entered in any such proceeding; or the Account Party becomes unable or admits in writing its inability or fails generally to pay its debts as they become due. 

 

(g)                        Sale of Assets; Merger; Dissolution.  There shall occur in one or a series of transactions:  (i) the sale, assignment or transfer of all or substantially all of the assets of the Account Party); (ii) a merger, amalgamation or consolidation of the Account Party without the prior written consent of Bank, except that the Account Party may merge, amalgamate or consolidate with any Person so long as the Account Party is the surviving entity  in  any  such  transaction;  or  (iii) the dissolution of the Account Party. 

 

(h)                        Credit Documents. Any provision of any Credit Document to which the Account Party is party  shall  for  any  reason  cease  to  be  valid  and  binding  or  enforceable;  or  the  Account Party shall deny or disaffirm in writing the enforceability of any provision of any Credit Document to which it is a party. 

 

(i)                         Security Documents. Any Security Document to which the Account Party is a party shall for any reason (other than pursuant to the terms thereof) cease to create in favor of Bank a valid and perfected first priority security interest in the Collateral of the Account Party purported to  be  covered  thereby;  or  Bank  shall  cease  for  any  reason  to  hold  perfected  first priority security  interest  in  the  Collateral  of  the  Account  Party;  or  the  Account  Party  or  any Person acting on its behalf shall deny or disaffirm in writing the enforceability of any Security Document. 

 

(j)                         Indebtedness Cross-Default. The Account Party shall (i) default in the payment of any Indebtedness (other than the Obligations and other than Indebtedness solely among or between the Account Party and its affiliates) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Obligations and other than in respect of Indebtedness solely among or between the Account Party and its affiliates) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist other than in respect of an instrument, agreement, or condition solely among or between the Account Party and its affiliates, the effect of which default or  other  event  or  condition  is  to  cause  with  the  giving  of  notice  and/or  lapse  of  time, if required, any such Indebtedness


to (A) become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or  redeem  such  Indebtedness  to  be  made,  prior  to  its  stated  maturity  (any  applicable grace period  having  expired)  or  (B)  be  cash  collateralized  (it  being  understood  that  pledge of cash  collateral  by  the  Account  Party to secure  Hedge  Agreement  as  initial  or  variation margin does not trigger a violation of this clause (B)).   

 

(k)                     Judgment One  or  more  judgments,  orders  or  decrees  shall  be  entered  against  the  Account Party by any court and continues without having been discharged, vacated or stayed for a period of  thirty  (30)  consecutive  days  after  the  entry  thereof  and  such  judgments,  orders  or decrees are either (i) for the payment of money, individually or in the aggregate (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage), equal to or in excess of the Threshold Amount or (ii) for injunctive relief  and  could  reasonably  be  expected,  individually  or  in  the  aggregate,  to  have a Material Adverse Effect. 

 

(l)                      Employee  Benefit  Matters Except as would not reasonably be expected to result in a Material Adverse Effect, any Lien  shall  be  imposed  on  the  assets  of  the  Account Party under ERISA with respect to any Plan or under any foreign laws similar to ERISA governing foreign pension plans. 

 

(m)                   Change in Control.  The occurrence of any Change in Control.

 

11.              REMEDIES.  Upon the occurrence and during the continuance of any Event of Default: 

 

(a)               Bank may terminate the Commitment and declare all amounts owed to Bank under this Agreement or  any  of  the  other  Credit  Documents  and  all  other  Obligations,  to  be  forthwith due and payable, whereupon the same shall promptly become due and payable without presentment, demand,  protest  or  other  notice  of  any  kind,  all  of  which  are  expressly  waived by the Account Party, anything in this Agreement or the other Credit Documents to the contrary notwithstanding; provided, that upon the occurrence of an Event of Default specified in Section 10(f), the Commitment shall be automatically terminated and all Obligations shall automatically become due and payable without presentment, demand, protest or  other  notice  of  any  kind,  all  of  which  are  expressly  waived  by  the  Account  Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding.

 

(b)               Solely  with  respect  to  the  occurrence  of  an  Event  of  Default  under  Sections  10(a) (b) (d), or (f) Bank may (i) demand that the Account Party deposit in the Custodial Account an amount of cash equal to 103% of the aggregate Outstanding Letters of Credit to be held and applied to the Obligations and/or (ii) terminate any or all of the Letters of Credit or give Notices of Non-Extension in respect thereof, in each case if permitted in accordance with their terms; provided that upon the occurrence of an Event of Default specified in Section  10(f) the  requirement  to  deliver  cash  collateralize  pursuant  to  the  foregoing  clause (i) in respect of all Outstanding Letters of Credit shall automatically become due without demand or other notice of any kind, all of which are expressly waived by the Account Party, anything in this Agreement or in any other Credit Document to the contrary notwithstanding. Such cash collateral shall be applied by Bank to the payment of drafts drawn, and other demands for payments made, under  such   


Letters of  Credit,  and  the  unused  portion  thereof  after  all  such  Letters  of Credit shall have expired without any pending drawing thereon, or been fully drawn upon, if any, shall be applied to repay the other Obligations.  After all such Letters of Credit shall have expired without any pending drawing thereon, or been fully drawn upon, and  all  Obligations  shall  have  been  paid  in  full,  the  balance,  if  any,  in  such  Custodial Account shall be returned to the Account Party. 

 

(c)               Bank may exercise from time to time any of the rights, powers and remedies available to Bank under any Credit Document to which the Account Party is a party, under any other documents now  or  in  the  future  evidencing  or  securing  the  Obligations  or  under  applicable law, and all such remedies shall be cumulative and not exclusive. 

 

12.              SUBROGATION.  Without limiting any rights or remedies of Bank under applicable law, if an Event of Default is continuing, Bank, at its option, shall be subrogated to the Account Party’s rights against any Person who may be liable to the Account Party on any transaction or obligation underlying any Letter of Credit, to the rights of any holder in due course or Person with similar status against the Account Party, and to the rights of any beneficiary or any successor or assignee of any beneficiary. 

 

13.              TERM  OF  AGREEMENT This  Agreement  shall  remain  in  effect  from  the  Closing  Date  through and including the date upon which all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Credit Document shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired without any pending drawing thereon, and the Commitment has  been  terminated.  No  termination  of  this  Agreement  shall  affect  the  rights  and  obligations of the  parties  hereto  arising  prior  to  such  termination  or  in  respect  of  any  provision  of  this  Agreement  which survives such termination. 

 

14.              USA PATRIOT ACT; ANTI-MONEY LAUNDERING LAWS. Bank hereby notifies the Account Party  that  pursuant  to  the  requirements  of  the  PATRIOT  Act  or  any  other  Anti-Money  Laundering Laws, it is required to obtain, verify and record information that identifies the Account Party, which information includes  the  name  and  address  of  the  Account  Party and other  information  that  will  allow  Bank to identify  the  Account  Party  in  accordance  with  the  PATRIOT  Act  or  such  Anti-Money  Laundering  Laws. 

 

15.              GOVERNING LAW; UCP; ISP; STANDARD LETTER OF CREDIT PRACTICE. Each Credit Document and each Letter of Credit shall be governed by and construed in accordance with (a) in the case of each Credit Document (other than the Letters of Credit), the substantive laws of New York and (b) in the case of each Letter of Credit, such Letter of Credit will be governed by and construed in accordance with the governing law (if any) specified in such Letter of Credit, which governing law may be specified by Bank at the Account Party’s request or with its approval (and which governing law may include the laws of a particular jurisdiction and may include specification of ISP or UCP as the practice rules to govern such Letter of Credit), and if any such practice rules are specified in such Letter of Credit then they are incorporated by reference into this Agreement and shall control (to the extent not prohibited by applicable law) to the extent of any conflict with the law applicable to such Letter of Credit. Unless the Account Party specifies otherwise in its Application for a Letter of  Credit,  the  Account  Party  agrees  that  Bank  may  issue  Letter  of  Credit  subject  to  the  ISP  or  UCP. Bank’s privileges, rights and remedies under the ISP and UCP, as applicable, shall be in addition to, and not in limitation of, its privileges, rights, and remedies expressly provided for herein. The ISP or UCP, as applicable, shall serve, in the absence of proof to the contrary, as evidence of Standard Letter of Credit Practice with respect to matters covered therein. To the extent permitted by applicable law, as between the Account Party and Bank, (i) this Agreement shall prevail in case of conflict between this Agreement, the UCC and/or  Standard  Letter  of   


Credit Practice,  (ii)  the  ISP  shall  prevail  in  case  of  conflict  between  the  ISP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the ISP, and (iii) the UCP shall prevail in case of a conflict between the UCP and the UCC or other Standard Letter of Credit Practice if the Letter of Credit is governed by the UCP. 

 

16.              CONSENT TO JURISDICTION AND VENUE. THE ACCOUNT PARTY HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE COURT WITHIN NEW YORK COUNTY, NEW YORK OR ANY FEDERAL COURT LOCATED WITHIN THE SOUTHERN DISTRICT OF THE STATE OF NEW YORK OR ANY APPELLATE COURT THEREOF FOR ANY PROCEEDING INSTITUTED HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, OR ANY PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY, INCLUDING ANY ACTIONS BASED UPON, ARISING OUT OF, OR IN  CONNECTION  WITH  ANY  COURSE  OF  CONDUCT,  COURSE  OF  DEALING,  STATEMENT (WHETHER ORAL OR WRITTEN) OR ACTIONS OF BANK OR PROCEEDING TO WHICH BANK OR THE ACCOUNT PARTY IS A PARTY. THE BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE TO BE BOUND (SUBJECT TO ANY AVAILABLE RIGHT OF APPEAL) BY ANY JUDGMENT RENDERED OR RELIEF GRANTED THEREBY AND FURTHER WAIVES ANY OBJECTION THAT IT MAY HAVE BASED ON LACK OF JURISDICTION OR IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY SUCH PROCEEDING. THE BANK AND THE ACCOUNT PARTY IRREVOCABLY AGREE THAT SERVICE OF PROCESS MAY BE DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH OR REFERRED TO IN SECTION 19  BELOW. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR THE RIGHT OF  BANK  TO  BRING  ANY  ACTION  OR  PROCEEDING  AGAINST  THE  ACCOUNT  PARTY OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION. 

 

17.   WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ACCOUNT PARTY AND BANK KNOWINGLY AND VOLUNTARILY WAIVE ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON, ARISING OUT OF, OR RELATING TO ANY CREDIT DOCUMENT OR LETTER OF CREDIT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN) OR ACTIONS OF THE ACCOUNT PARTY OR BANK WITH RESPECT THERETO. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BANK TO ISSUE LETTERS OF CREDIT. 

 

18.   BANKRUPTCY AND FORFEITURE REINSTATEMENT. If any consideration transferred  to Bank in payment of, or as collateral for, or in satisfaction of the Obligations, shall be voided in whole or in part as a result of (a) a subsequent bankruptcy or insolvency proceeding; (b) any forfeiture or seizure action or  remedy;  (c)  any  fraudulent  transfer  or  preference  action  or  remedy;  or  (d)  any  other  civil,  criminal or equitable proceeding or remedy, then Bank’s claim to recover the voided consideration shall be a new and independent claim arising under the applicable Credit Document and shall be due and payable immediately by the Account Party under the terms of the Credit Documents.

19.   NOTICES.           Unless  otherwise  expressly  provided  herein,  all  notices, Instructions,  approvals, requests, demands, consents and other communications provided for hereunder (collectively, “notices”) shall be in writing (including by facsimile or other electronic transmission approved by Bank). All notices shall be sent by regular U.S. mail or registered or certified mail prepaid, by facsimile or other electronic transmission approved by Bank, by hand delivery, by Federal Express (or other comparable domestic or international delivery service)  prepaid  to  the  applicable  address,  facsimile  number  or  electronic  mail  address  set  forth  on the signature page hereof in the case of the Account Party. All notices to Bank (including notices by email, if Bank approves of receiving notices by email) shall be directed to Bank at Bayerishe Landesbank, Brienner Strasse 18, 80333 Munich, Germany, Attention: Thorsten Klein and Vanessa Niekrawietz email addresses: Thorsten.Klein@bayernlb.de  and Vanessa.Niekrawietz@bayernlb.de, with a copy to Bayerishe Landesbank, 560 Lexington Avenue, 21st


Floor, New York, New York 10022, Attention: Credit Services, email address: creditcompliance@bayernlbny.com.  Bank may, but shall not be obligated to, require authentication of any electronic transmission. Notices sent by hand, Federal Express (or other comparable domestic or international delivery service) or registered or certified mail shall be deemed to have been given when received; notices sent by regular U.S. mail shall be deemed to have been received five (5) days after deposit into the U.S. mail; notices sent by facsimile or other electronic transmission shall be deemed to have been given upon receipt by sender of a transmission confirmation or read receipt.  The Account Party or Bank may change its address (including email addresses) for notices by  notifying  the  other  of  the  new  address  in  any  manner  permitted  by  this  Section.  The Account  Party irrevocably consents that service of process may be made by registered or certified mail directed to it at the address of its agent for service of process, Conyers Corporate Services (Bermuda) Ltd., Clarendon House, 2 Church Street, Hamilton, HM 11 Bermuda.

 

20.   WAIVER AND AMENDMENTS. No modification, amendment or waiver of, or consent to any departure by Bank or the Account Party from, any provision of any Credit Document will be effective unless made in a writing signed by the Account Party (in the case of Bank) or Bank (in the case of the Account Party and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No party’s consent to any amendment, waiver or modification shall mean that such party will consent or has consented to any other or subsequent request to amend, modify or waive a term of  any  Credit  Document.  No  delay  by  any  party  in  exercising  any  of  its  rights  or  remedies  shall  operate as waiver,  nor  shall  any  single  or  partial  waiver  of  any  right  or  remedy  preclude  any  other  further  exercise of that right or remedy, or the exercise of any other right or remedy. 

 

21.   SUCCESSORS AND ASSIGNS. Each Credit Document to which the Account Party is a party will be binding on the Account Party’s successors and permitted assigns, as applicable, and shall inure to the benefit of the respective successors and permitted assigns of the Account Party and Bank. Except as provided in the last sentence of this Section 21 Bank may assign its rights and obligations under each Credit Document, including its rights to reimbursement regarding any Letter of Credit, in whole or in part, with the Account Party’s consent;  provided  that  the  Account  Party  shall  be  deemed  to  have  consented  to  any  such  assignment unless it objects by written notice to Bank within ten (10) Business Days after having received notice thereof; and,  provided  further,  that  the  Account  Party’s  consent  to  an  assignment  to  any  Person  shall  not  be required if (i) the assignment is to an affiliate of Bank or (ii) an Event of Default has occurred and is continuing. Bank may sell to one or more Persons participations in or to all or a portion of its rights and obligations under  the  Credit  Documents  without  the  Account  Party’s  consent.  Any  assignment  in  violation of this Section 21  shall be void. The Account Party shall not assign or transfer any of its interests, rights or remedies  related  to  any  Credit  Document,  in  whole  or  in  part,  without  the  prior  written  consent  of  Bank. Any Person to whom Bank delegates its obligation to issue a Letter of Credit must be a bank, or a branch or affiliate, that is on the List of Qualified U.S. Financial Institutions maintained by the Securities Valuation Office of the National Association of Insurance Commissioners. 

 

22.   SEVERABILITY. Whenever possible, each provision of each Credit Document shall be interpreted in  manner  as  to  be  effective  and  valid  under  applicable  law,  but  if  any  provision  of  any  Credit Document shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or any remaining provisions of such Credit Document. 

 

23.   ENTIRE AGREEMENT. This Agreement, together with the other Credit Documents and any other agreement, document or instrument referred to herein, constitute the final, exclusive and entire

 

1681v13 019861.0101 


agreement and understanding of, and supersede all prior or contemporaneous, oral or written, agreements, understandings, representations and negotiations between, the parties relating to the subject matter of the Credit Documents, provided that this Agreement shall not supersede any reimbursement agreement (however titled) that has been entered into specifically with respect to any “direct pay” standby letter of credit or  other  similar  standby  letter  of  credit  where  the  terms  of  such  reimbursement  agreement  have  been drafted to specifically address the particular attributes of, or the particular circumstances of the underlying transaction supported by, such standby letter of credit.

24.   SURVIVAL.  All covenants, agreements, representations and warranties made by the Account Party herein and in the other Credit Documents and in the certificates or other instruments  delivered in connection with or pursuant to this Agreement or any other Credit Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Bank may have had notice or knowledge of any Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.  The provisions of Sections 2(b)(v), 2(b)(vi), 2(c) and 5 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.

 

25.   INTERPRETATION; COUNTERPARTS; ELECTRONIC EXECUTION.  In this Agreement, (a) the term “including” means “including without limitation”; (b) the terms “will” and “shall” shall have the same meaning, (c) unless the context requires otherwise, references herein to Sections shall be construed to refer to Sections of this Agreement; (d) references to any laws, rules, or regulations include any amendments thereto or successor or replacement laws, rules, or regulations; and (e) references to actions Bank “may” take or omit to take mean “may in its sole discretion”.

 

26.   COUNTERPARTS; ELECTRONIC EXECUTION.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature page of this Agreement by any electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart hereof.

 

27.   NO FIDUCIARY DUTY, ETC.   

 

(a)           The Account Party acknowledges and agrees that Bank will not have any obligations except those obligations expressly set forth herein and in the other Credit Documents and Bank is acting solely in the capacity of an arm’s length contractual counterparty to the Account Party with respect to the Credit Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Account Party or any other Person.  The Account Party agrees that it will not assert any claim against Bank based on an alleged breach of fiduciary duty by Bank in connection with this Agreement and the transactions contemplated hereby.  Additionally, the Account Party acknowledges and agrees that Bank is not advising the Account Party as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction.  The Account Party shall consult with its own advisors concerning such matters and shall be responsible for making its own


independent investigation and appraisal of the transactions contemplated herein or in the other Credit Documents, and Bank shall have no responsibility or liability to the Account Party with respect thereto.

 

(b)          The Account Party further acknowledges and agrees that Bank, together with its branches and affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services.  In the ordinary course of business, Bank may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Account Party and other companies with which the Account Party may have commercial or other relationships.  With respect to any securities and/or financial instruments so held by Bank or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

 

(c)           In addition, the Account Party acknowledges and agrees that Bank and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Account Party may have conflicting interests regarding the transactions described herein and otherwise.  Bank will not use confidential information obtained from the Account Party by virtue of the transactions contemplated by the Credit Documents or its other relationships with the Account Party in connection with the performance by Bank of services for other companies, and Bank will not furnish any such information to other companies.  The Account Party also acknowledges that Bank has no obligation to use in connection with the transactions contemplated by the Credit Documents, or to furnish to the Account Party, confidential information obtained from other companies.

 

28.   JUDGMENT CURRENCY.  The Account Party’s obligation to make payments in any currency (the “Specified Currency”) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment or otherwise, which is expressed in or converted into any currency other than the Specified Currency, except to the extent that such tender or recovery results in the actual receipt by Bank of the full amount of the Specified Currency payable under this Agreement. The Account Party shall indemnify Bank for any shortfall and the Account Party’s obligation to indemnify Bank and make payments in the Specified Currency shall be enforceable as an alternative or additional cause of action to the extent that such actual receipt is less than the full amount of the Specified Currency expressed to be payable hereunder, and shall not be affected by judgment being obtained for other sums due hereunder.

 

29.   ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF AFFECTED FINANCIAL INSTITUTIONS.  Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Credit Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)   the application of any Write-Down and Conversion Powers by an the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)  the effects of any Bail-In Action on any such liability, including, if applicable:

 

1681v13 019861.0101 


(i)    a reduction in full or in part or cancellation of any such liability;

(ii)   a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)  the variation of the terms of such liability in connection with the exercise of the Write-Down   and Conversion Powers of the applicable Resolution Authority.

 

[SIGNATURE PAGE FOLLOWS]


                IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Standby Letter of Credit as of the date first set forth above.

 

ACCOUNT PARTY

 

EVEREST REINSURANCE (BERMUDA), LTD. 

 

         By:  /S/ PETER BELL  

                    Name: Peter Bell

           Title:   CEO

 

Address for Notices: 

 

Seon Place, 4th floor 141 Front Street 

Hamilton HM19 Bermuda 

 

 

 

 

BANK

 

BAYERISCHE LANDESBANK

 

By:  /S/ THOMAS LEHMPUHL

          Name:  Thomas Lehmpuhl

          Title:   Managing Director

 

 

By:  /S/ THORSTEN KLEIN

          Name:  Thorsten Klein

          Title:  Director

 

 

 

 

 

1681v13 019861.0101 


EXHIBIT

 

FORM OF

OFFICER’S COMPLIANCE CERTIFICATE 

 

 

THIS CERTIFICATE is given pursuant to Section 7(c)(i) of the Standby Letter of Credit Agreement, dated as of August 27, 2021 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Everest Reinsurance (Bermuda), Ltd., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and Bayerische Landesbank (the “Bank”). 

 

The undersigned hereby certifies that: 

 

1.                  He or she is the [Chief Executive Officer] [Chief Financial Officer] [Vice President— Finance] [Principal Accounting Officer] [Treasurer] [Assistant Treasurer] of the Account Party. 

 

2.                  Enclosed with this Certificate are copies of the financial statements of the Account Party  as  of    , and for the         -month  period [year then  ended,  required to be delivered under Section 7(a) of the Credit Agreement. Such financial statements have been prepared in accordance  with  GAAP  [(subject  to  the  absence  of  notes  required  by  GAAP  and  subject  to  normal  year-end adjustments)]1 and present fairly, in all material respects, the financial condition of the Account Party on a consolidated basis as of the date indicated and the results of operations of the Account Party on a consolidated basis for the period covered thereby. 

 

3.                  The  undersigned  has  reviewed  the  terms  of  the  Credit  Agreement  and  has  made,  or  caused to be made under the supervision of the undersigned, a review in reasonable detail of the transactions and condition of  the  Account  Party  during  the  accounting  period  covered  by  such  financial statements.

 

4.                  The  examination  described  in  paragraph  above  did  not  disclose,  and  the  undersigned  has no knowledge of the existence of, any Default or Event of Default during or at the end of the accounting period covered  by  such  financial  statements  or  as  of  the  date  of  this  Certificate  [ except  as  set  forth  below. 

 

Describe here or in a separate attachment any exceptions to paragraph 4 above by listing, in reasonable detail, the nature of the Default or Event of Default, the period during which it existed and the action that Everest has taken or proposes to take with respect thereto]

 

5.                  Attached  to  this  Certificate  as  Annex  is  covenant  compliance  worksheet  reflecting  the computation of the financial covenants set forth in Section of the Credit Agreement as of the last day of the period covered by the financial statements enclosed herewith. 

 

 

 

 

 

 

 


IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 

                  day  of                                           

 

 

EVEREST REINSURANCE (BERMUDA), LTD. 

 

 

By:                                                                                                   

 

Name:                                                                                             

 

Title:                                                                                               


ANNEX

 

COVENANT COMPLIANCE WORKSHEET 

 

A.          Minimum Total Shareholder’s Equity (Section 8(a) of the Credit Agreement) 

 

 

(1)  Total Shareholder’s Equity as of the date of 

determination

 

a)   Required: 

$1,905,373,600.00

b)   Actual: 

$                            

 

 

 

 

 

 

 

 

 

B.   Financial Strength Rating (Section 8(b) of the Credit Agreement) 

 

(1)  Has the Account Party maintained a financial strength rating by 

A.M. Best Company at all times from the date of the most recently delivered Officer’s Compliance Certificate to and including the date hereof? 

 

Yes

 

          No 

(2) Has the financial strength rating by A.M. Best Company for the Account Party been equal to or better than “B++” at all times during the period described in line (1) above? 

 

          Yes 

 

          No 

 

1681v13 019861.0101 


EXHIBIT

 

FORM OF COLLATERAL VALUE CERTIFICATE 

 

                             20        

 

 

THE BANK NAME ADDRESS

Ladies and Gentlemen: 

 

Reference is made to the Standby Letter of Credit Agreement, dated as of August 27, 2021, among Everest Reinsurance (Bermuda), Ltd., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and Bayerische Landesbank (the “Bank”) (as amended or otherwise modified from time to time, the “Credit Agreement”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein. 

 

This  Collateral   Value   Certificate   is   delivered   pursuant   to   Section   7(e)(iii)   of   the   Credit 

Agreement.  The date of this Collateral Value Certificate is                                            ,  20        (the “Certificate 

Date”). Set forth on Attachment A is the computation of the Collateral Value of the Collateral and certain other  information  required  by  Section  7(e)(iii)  of  the  Credit  Agreement  as  of                                                               , 20   (the “Valuation Date”), calculated in accordance with the definition of “Collateral Value” contained in the Credit Agreement and the other provisions of the Credit Agreement (including Schedule I thereto). 

 

The undersigned hereby certifies that (i) the information on Attachment A correctly sets forth  the Collateral Value (in the aggregate and for each category of Collateral) and the Outstanding Letters of Credit as of the Valuation Date; (ii) the Outstanding Letters of Credit do not exceed the aggregate Collateral Value as of the Valuation Date; and (iii) nothing has come to  the  attention  of  the  undersigned to cause  the undersigned to believe that Bank does not have a first priority perfected  Lien on and security interest in the Collateral set forth on Attachment A as of the Certificate Date. 

 

[Signature page to follow] 


ACCOUNT PARTY

 

EVEREST REINSURANCE (BERMUDA), LTD. 

 

By:______________________________ 
Name:

Title:


ATTACHMENT

 

COLLATERAL VALUE OF THE COLLATERAL 

 

 

Type of Security 

 

Value

 

Advance Rates 

Collateral Value

Cash (denominated in USD) or Certificate of Deposit 

$                      

100%

$                      

Mutual Funds

 

 

$                      

 

$                      

 

 

75%

 

75%

 

 

$                     

 

$                     

Listed (on a nationally recognized U.S. exchange) Money Market Mutual Funds 

 

U.S. Fixed Income Mutual Funds (excluding high yield and tax exempt) 

 

 

 

 

U.S. Government Bills, Notes, and U.S. Government Sponsored Agency Securities(1)

 

 

 

Maturing in 5 years or less 

$                      

95%

$                      

Maturing in more than 5 years 

$                      

90%

$                      

High Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (AA/Aa2 or better) 

 

 

 

Maturing in 5 years or less 

$                      

90%

$                      

Maturing in more than 5 years 

$                      

85%

$                      

Intermediate Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (BBB/Baa2 or better but worse than AA/Aa2) (2)

 

 

 

Maturing in 5 years or less 

$                      

85%

$                      

Maturing in more than 5 years 

$                      

80%

$                      

Commercial Paper 

 

 

 

A1 or P1 Graded Commercial Paper 

$                      

85%

$                      

A2 or P2 Graded Commercial Paper 

$                      

80%

$                      

Total Collateral Value 

 

 

$                      

 

 

 

Notes

 

(1)  U.S. Government Bills/Notes/Sponsored Agencies include: U.S. Treasury Bills, Notes, and Bonds; U.S. Government Agency and U.S. Government Sponsored Enterprise (GSE) Securities. Also included are Mortgage- Backed Securities (MBSs). GSE and MBS securities include Fannie Mae, Freddie Mac, Ginnie


Mae, FHLB System Banks, and Federal Farm Credit Banks. 

 

(2)  Securities rated BBB or Baa2 shall not comprise greater than 20% of Collateral Value. 


Outstanding Letters of Credit 

 

 

Beneficiary

 

Issue Date

Undrawn Amount

Unreimbursed Drawings

 

 

$                      

$                      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Outstanding Letters of Credit 

 

$                      

$                      

 

Ratio of aggregate Collateral Value to Outstanding Letters of Credit:                                         

 

  


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers as of the date first above written.

Everest Reinsurance (Bermuda), Ltd.

By:          /S/ CHRISTOPHER S. DOWNEY

                Name:   Christopher S. Downey

                Title:      Managing Director and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Error! Unknown document property name.  


Signature Page to First Amendment to Standby Letter of Credit

 


    

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:          /S/ WILLIAM R. GOLEY

                Name:   William R. Goley

                Title:      Managing Director

 

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

 

By:     /S/ WILLIAM R. GOLEY

       Name:           William R. Goley

       Title:              Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

 


SCHEDULE I

 

COLLATERAL BASE

 

Type of Security

Advance Rates

Cash (denominated in USD) or Certificate of Deposit

100%

Mutual Funds

 

Listed (on a nationally recognized U.S. exchange) Money Market Mutual Funds

90%

U.S. Fixed Income Mutual Funds (excluding high yield and tax exempt)

80%

U.S. Government Bills, Notes, and U.S. Government Sponsored Agency Securities(1)

 

Maturing in 5 years or less

95%

Maturing in more than 5 years

90%

High Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (AA/Aa2 or better)

 

Maturing in 5 years or less

90%

Maturing in more than 5 years

85%

Intermediate Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (BBB/Baa2 or better but worse than AA/Aa2)(2)

 

Maturing in 5 years or less

85%

Maturing in more than 5 years

80%

Commercial Paper

 

A1 or P1 Graded Commercial Paper

85%

A2 or P2 Graded Commercial Paper

80%

 

Notes:

 

(1)          U.S. Government Bills/Notes/Sponsored Agencies include: U.S. Treasury Bills, Notes, and Bonds; U.S. Government Agency and U.S. Government Sponsored Enterprise (GSE) Securities. Also included are Mortgage-Backed Securities (MBSs). GSE and MBS securities include Fannie Mae, Freddie Mac, Ginnie Mae, FHLB System Banks, and Federal Farm Credit Banks.

 

(2) Securities rated BBB or Baa2 shall not comprise greater than 20% of Collateral Value.

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit


EXHIBIT A

FORM OF

OFFICER’S COMPLIANCE CERTIFICATE

THIS CERTIFICATE is given pursuant to Section 7(c)(i) of the Standby Letter of Credit Agreement, dated as of February 23, 2021 (as amended, restated, modified or supplemented from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Everest Reinsurance (Bermuda), Ltd., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and Wells Fargo Bank, National Association (the “Bank”).

The undersigned hereby certifies that:

1.            He or she is the [Chief Executive Officer] [Chief Financial Officer] [Vice President—Finance] [Principal Accounting Officer] [Treasurer] [Assistant Treasurer] of the Account Party.

2.            Enclosed with this Certificate are copies of the financial statements of the Account Party and its Subsidiaries as of _____________, and for the [________-month period] [year] then ended, required to be delivered under Section 7(a) of the Credit Agreement.  Such financial statements have been prepared in accordance with GAAP [(subject to the absence of notes required by GAAP and subject to normal year-end adjustments)]  and present fairly, in all material respects, the financial condition of the Account Party and its Subsidiaries on a consolidated basis as of the date indicated and the results of operations of the Account Party and its Subsidiaries on a consolidated basis for the period covered thereby.

3.            The undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under the supervision of the undersigned, a review in reasonable detail of the transactions and condition of the Account Party and its Subsidiaries during the accounting period covered by such financial statements.

4.            The examination described in paragraph 3 above did not disclose, and the undersigned has no knowledge of the existence of, any Default or Event of Default during or at the end of the accounting period covered by such financial statements or as of the date of this Certificate [, except as set forth below.

Describe here or in a separate attachment any exceptions to paragraph 4 above by listing, in reasonable detail, the nature of the Default or Event of Default, the period during which it existed and the action that Everest has taken or proposes to take with respect thereto].

5.            Attached to this Certificate as Annex A is a covenant compliance worksheet reflecting the computation of the financial covenants set forth in Section 8 of the Credit Agreement as of the last day of the period covered by the financial statements enclosed herewith.

  

IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the _______ day of _____________, ____.

EVEREST REINSURANCE (BERMUDA), LTD.

By:______________________________________


Name:____________________________________

Title:_____________________________________

 

 

ANNEX A

 

COVENANT COMPLIANCE WORKSHEET

 

A.  Minimum Total Shareholder’s Equity

(Section 8(a) of the Credit Agreement)

 

(1)  Total Shareholder’s Equity as of the date of determination

 

 

 

a)    Required:

 

 

$2,143,539,163.00

b)    Actual:

 

 

$                         

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Signature Page to First Amendment to Standby Letter of Credit

 


B.  Financial Strength Rating

(Section 8(b) of the Credit Agreement)

 

(1)  Has the Account Party maintained a financial strength rating by A.M. Best Company at all times from the date of the most recently delivered Officer’s Compliance Certificate to and including the date hereof?

___  Yes

___  No

(2)  Has the financial strength rating by A.M. Best Company for the Account Party been equal to or better than “B++” at all times during the period described in line (1) above?

___  Yes

___  No

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

 

 

Error! Unknown document property name.  


EXHIBIT B

 

FORM OF

COLLATERAL VALUE CERTIFICATE

 

____________, 20__

Wells Fargo Corporate Banking

550 South Tryon Street

MAC D1086-330

Charlotte, NC 28202

Attention: William R. Goley

Ladies and Gentlemen:

Reference is made to the Standby Letter of Credit Agreement, dated as of February 23, 2021, among Everest Reinsurance (Bermuda), Ltd., a company incorporated and existing under the laws of Bermuda (the “Account Party”), and Wells Fargo BaPnk, National Association (the “Bank”) (as amended or otherwise modified from time to time, the “Credit Agreement”).  Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

This Collateral Value Certificate is delivered pursuant to Section 7(e)(iii) of the Credit Agreement.  The date of this Collateral Value Certificate is _____________, 20__ (the “Certificate Date”).  Set forth on Attachment A is the computation of the Collateral Value of the Collateral and certain other information required by Section 7(e)(iii) of the Credit Agreement as of ______________, 20__ (the “Valuation Date”), calculated in accordance with the definition of “Collateral Value” contained in the Credit Agreement and the other provisions of the Credit Agreement (including Schedule I thereto).

The undersigned hereby certifies that (i) the information on Attachment A correctly sets forth the Collateral Value (in the aggregate and for each category of Collateral) and the Outstanding Letters of Credit as of the Valuation Date; (ii) the Outstanding Letters of Credit do not exceed the aggregate Collateral Value as of the Valuation Date; and (iii) nothing has come to the attention of the undersigned to cause the undersigned to believe that the Bank does not have a first priority perfected Lien on and security interest in the Collateral set forth on Attachment A as of the Certificate Date.

 

[Signature page to follow]

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

Error! Unknown document property name.  


 

ACCOUNT PARTY:

 

EVEREST REINSURANCE (BERMUDA), LTD.

 

By:  ____________________________________

       Name:

       Title:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

 

Error! Unknown document property name.  


ATTACHMENT A

 

COLLATERAL VALUE OF THE COLLATERAL

 

Type of Security

Value

Advance Rates

Collateral Value

Cash (denominated in USD) or Certificate of Deposit

$________

100%

$________

Mutual Funds

 

 

 

Listed (on a nationally recognized U.S. exchange) Money Market Mutual Funds

 

U.S. Fixed Income Mutual Funds (excluding high yield and tax exempt)

$________

 

$________

90%

 

80%

$________

 

$________

U.S. Government Bills, Notes, and U.S. Government Sponsored Agency Securities(1)

 

 

 

Maturing in 5 years or less

$________

95%

$________

Maturing in more than 5 years

$________

90%

$________

High Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (AA/Aa2 or better)

 

 

 

Maturing in 5 years or less

$________

90%

$________

Maturing in more than 5 years

$________

85%

$________

Intermediate Grade U.S. Corporate/Municipal/Structured Fixed Income Securities (BBB/Baa2 or better but worse than AA/Aa2)(2)

 

 

 

Maturing in 5 years or less

$________

85%

$________

Maturing in more than 5 years

$________

80%

$________

Commercial Paper

 

 

 

A1 or P1 Graded Commercial Paper

$________

85%

$________

A2 or P2 Graded Commercial Paper

$________

80%

$________

Total Collateral Value

 

 

$________

 

 

 

Notes

 

(1)          U.S. Government Bills/Notes/Sponsored Agencies include: U.S. Treasury Bills, Notes, and Bonds; U.S. Government Agency and U.S. Government Sponsored Enterprise (GSE) Securities. Also included are Mortgage-Backed Securities (MBSs). GSE and MBS securities include Fannie Mae, Freddie Mac, Ginnie Mae, FHLB System Banks, and Federal Farm Credit Banks.

 

(2) Securities rated BBB or Baa2 shall not comprise greater than 20% of Collateral Value.

 

 

 

 


    

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

 


Outstanding Letters of Credit

Beneficiary

Issue Date

Undrawn

Amount

Unreimbursed Drawings

 

 

$________

$________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Outstanding Letters of Credit

 

$________

$________

 

Ratio of aggregate Collateral Value to Outstanding Letters of Credit: ____________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Signature Page to First Amendment to Standby Letter of Credit

 

Error! Unknown document property name.  


Exhibit 31.1

CERTIFICATIONS

 

I, Juan C. Andrade, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Everest Re Group, Ltd;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 4, 2021

 

Error! Unknown document property name.  


/S/ JUAN C. ANDRADE

 

Juan C. Andrade

 

President and

 

 

Chief Executive Officer

 

     

 


Exhibit 31.2

CERTIFICATIONS

 

I, Mark Kociancic, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Everest Re Group, Ltd;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

November 4, 2021

Error! Unknown document property name.  


/S/ MARK KOCIANCIC

 

Mark Kociancic

 

Executive Vice President and

 

 

 Chief Financial Officer

 

     

 


Exhibit 32.1

 

 

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 of Everest Re Group, Ltd., a company organized under the laws of Bermuda (the “Company”), filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certify, pursuant to 18 U.S.C. ss. 1350, as enacted by section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.             The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

 

2.             The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

November 4, 2021

 

 

/S/ JUAN C. ANDRADE

 

Juan C. Andrade

 

President and

 

 

Chief Executive Officer

 

     

 

 

 

 

/S/ MARK KOCIANCIC

 

Mark Kociancic

 

Executive Vice President and

 

 

Chief Financial Officer